ISS-Corporate’s Post

In Focus: Shareholder Proposals in the 2024 U.S. Proxy Season The 2024 proxy season witnessed a steep drop in average support levels for environmental and social (E&S) shareholder resolutions as well as a low number of majority-supported resolutions, a new analysis from ISS | Institutional Shareholder Services shows. As of June 15, more than 380 E&S shareholder resolutions and 210 governance resolutions appeared on U.S. company ballots for 2024. The volume of governance-related shareholder proposals at U.S. companies has fallen slightly each year since 2021. Since 2017, E&S-related resolutions have accounted for most of the shareholder proposals submitted, outnumbering traditional governance-related proposals. Read more key findings from the report, authored by Kathy Belyeu and Marc Goldstein, at: https://lnkd.in/egQswCf3 #CorporateGovernance #Corporate #UnitedStates

Institutional Shareholder Services (ISS) has released updated FAQs for the 2025 proxy season, including notable changes that impact how companies disclose executive compensation programs. It’s crucial for companies to proactively evaluate and, if appropriate, adjust their executive compensation practices and disclosures to align with ISS guidelines and shareholder expectations. To learn more about how we help, please write to humancapital@aon.com or visit: https://lnkd.in/gfXaPGsw

With a new administration and the #regulatory landscape shifting, 2025 is shaping up to be a pivotal year in the financial services and M&A sectors. My colleague Amy Matsuo’s insights offer a fascinating roadmap for navigating these changes in the industry. Here a few of the takeaways to look out for: • Focus on Risk and Resilience: Companies will face heightened scrutiny on managing technology risks, operational resilience, and business continuity, even as stricter capital and liquidity requirements may ease. • Antitrust Oversight in M&A: Federal regulators are broadening antitrust enforcement to include non-traditional competitors, but some cases may limit federal actions, potentially shifting priorities. • State-Level Enforcement: States are expected to maintain active oversight, prioritizing transparency, fairness, and consumer protection, particularly as innovation drives market changes. See some of the additional challenges on the horizon in the full report. https://lnkd.in/eYN2Tjqx #KPMGFinancialServices #MergersAndAcquisitions

"Or do they want to hide from the spotlight?", Rob asks. Mark Austin agrees delisting is a massive issue, but thinks it may be about seeking flexibility. He says "My view is that we have placed too much responsibility on company directors" and wants to see the burden on public companies reduced. Lindsey Stewart, CFA asks the panel about the role of proxy advisors, regarding remuneration. Yousif Ebeed says "proxy advisors have a thankless role", where they provide so much research on such a large number of companies, which is very useful for investors. It's important to remember that investors have their own voting guidelines, the proxy advisers apply their clients' policies. Companies need to engage much earlier with their investors, to explain their proposals on executive pay. Rob Lewenson says investors need to screen appropriately what their proxy advisors are suggesting; that's a recommendation, first and foremost. The decision lies with the investor. The panel is now taking questions from the audience on executive remuneration. https://lnkd.in/djgjGzrH #ICGN2024 #conference #governance #corpgov #stewardship #sustainability #investors #assetmanagers #assetowners #executiveremuneration

The financial services landscape is rapidly evolving, with significant trends shaping the future. From digital transformation to regulatory shifts, these developments will redefine how the industry operates. As we approach the 2024 FS Awards in association with KPMG, we reflect on the key trends that will drive the next wave of innovation. #FSAwards #FinancialServices #FutureOfFinance #Innovation

The number of E&S-related shareholder proposals filed in the U.S. reached an all-time high in 2023, and that trend is expected to hold in 2024. In 2023 in the U.S. there were a record number of 643 E&S-related proposals filed. However, support for E&S-related shareholder proposals in the U.S. dipped for the second consecutive year in 2023. Overall U.S. vote results in 2023 showed that E&S shareholder proposals received 16 percent median shareholder support in 2023, down from 22 percent in 2022 and 29 percent in 2021. While in 2022 there were 37 majority-supported E&S-related proposals in the U.S, that figure decreased to 8 majority-supported proposals in 2023, despite more proposals being voted on. It remains to be seen whether the 2023 declining support levels for E&S shareholder proposals will continue in 2024. Download ISS | Institutional Shareholder Services’ “Top Governance & Stewardship Issues in 2024” report to learn more about what to expect throughout the ongoing proxy season at: https://lnkd.in/eDZarUem #UnitedStates #ShareholderProposals #CorporateGovernance

Companies House has published an outline roadmap for key reforms introduced by the Economic Crime and Corporate Transparency Act 2023. We look at the significant upcoming changes at Companies House impacting all companies and their directors: https://bit.ly/4hlNIxV #EconomicCrime #ECCTA2023 #CompanyLaw #CorporateGovernance #ESG

🔍 #PrivateEquity firms not leveraging #ESG in their acquisition processes are missing out on significant #ValueCreation opportunities. dss+ explores the urgency of embedding ESG into strategic agendas to ensure resilience and competitive advantage. #RiskManagement

Watch the 23 July webcast replay to break down the latest #TransferPricing emerging trends, challenges and audit considerations in Latin America: https://social.kpmg/syur7f Alejandro C., Bruna Camargo Ferrari, Liz Hernandez, Felipe Flores Díaz, Carlos Perez-Gomez, Jorge Angarita, Juan Carlos Vidal #FutureofTax

2024 United Kingdom Proxy Review In 2024, new remuneration policies featuring board-level US-inspired ‘hybrid’ schemes, including a combination of both performance-based and time-based ‘restricted’ share awards, were proposed at UK companies. The response of shareholders to the hybrid plans has been mixed, with these resolutions experiencing some of the highest levels of dissent recorded for the proxy season. Separately, other resolutions receiving high levels of dissent included director re-election, share issuance authorities, and Rule 9 waivers. Reasons for opposition to director re-elections included board independence, board diversity, and remuneration. Read more of the analysis, authored by Tom Inchley, Lea R., and Chris Osborne, at: https://lnkd.in/ei92YDu6 Learn more about our governance research and voting services at: https://lnkd.in/dE2Y6pVQ #UnitedKingdom #CorporateGovernance #Remuneration