)TmH=-Intm/Fbf<0r;BA-7Mat'd2R2y z zI+(R k&EUM*Kh\{HaL5o( href: '#iphorm-outer-62d9973eaa1a4', Odpovie Vm na vetky otzky, ktor Vs zaujmaj. From lawyering workshops and client matters, to pro bono work and team bon, Congratulations to partner Virginia Milstead on being named a Leader of Influence by the Los Angeles Business Journ, The SEC proposed modifying certain bases for excluding shareholder proposals from company proxy statements. Where an executive of the pre-merger SPAC becomes a director of the post-merger company, Glass Lewis generally will not view the pre-merger SPAC role as an impediment to director independence unless there is evidence of an employment relationship or continuing material financial interest in the post-merger company. 56 0 obj
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jQuery(document).ready(function ($) { The following are the key areas of update for Canadian companies: ISS will recommend voting withhold for the chair of the nominating committee (or chair of another committee with responsibility for compensation matters or the chair of the board of directors where no nominating committee) of all TSX-listed issuers where the issuer: This recommendation has been expanded from being applicable to widely held TSX-listed issuers to all TSX-listed issuers. Beginning with annual meetings held on or after February 1, 2022, for companies in these indices, ISS will recommend against nominating committee chairs (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members (unless the board had a racially/ethnically diverse member at the previous annual meeting and makes a commitment to add a racially/ethnically diverse director within the next year). United Kingdom |
For 2021, ISS has adopted a new policy of voting case-by-case on shareholder proposals concerning virtual-only shareholder meetings that considers the scope of the proposal and any concerns identified with the companys prior virtual meeting practices. United States |
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.8Lj#v]q*bm9>5b::Wpo+J]*ilqkBVNal? it,8Y[aSk t~7f.. the commitment of the issuer to report in the future on the progress of the plan.
In addition, Glass Lewis generally will make voting recommendations in accordance with board diversity requirements under applicable state laws, such as the California statutes requiring companies headquartered in the state to have a specified number of female directors and a specified number of directors from underrepresented communities.4. ISS has changed its policy from generally voting against shareholder proposals calling for director term limits to considering such proposals on a case-by-case basis, taking into account the scope of the proposal and the evidence of problems at the company combined with, or exacerbated by, a lack of board refreshment. We note certain key changes and action items that companies should implement in response with amore detailed summary on the following pages. Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recently announced updates to their proxy voting guidelines for the 2021 proxy season.1 These updates reflect institutional investors increased focus on board diversity and refreshment, as well as environmental, social and governance matters. Obchodn zstupca poskytovatea vm pome s detailmi. The proxy voting updates will take effect for meetings held on or after February 1, 2022, unless otherwise noted. Na podanie iadosti o piku potrebujete pota, tablet alebo mobil s pripojenm na internet. % x\{Y3.77v6#'sN(PTJ&HpJjF97HHSoq_SZeEI7\\Q(:}9yx(R>Kw}w~/ZQV K?.E]gyi7cx?_#hLw=% _i[&}x#]^YYKkSM1LwWp0B4ooFh\g_XmqPYi60NcM 9NVVFePAa*|%; endstream endobj startxref Vaka zadanm dajom sa s Vami bude mc spoji obchodn zstupca poskytovatea, aby Vm vysvetlil cel proces a podmienky. Stephanie Birndorf } Vyplnenm online formulra sa k niomu nezavzujete. Fill in all the required information and we'll get back to you shortly. hb```hV!b`0pL`Q=a`4(hULhH:b W LM/KEU"2fziT6@/d4kq6V { @L@. The current threshold is set at 70%. If an issuer asks shareholders to vote on its climate transition plan (a say-on-climate vote), ISS will recommend voting on a case-by-case basis. cTE 9,v`L rZ7dm hbbd```b`` "A$cT 4 0 obj $('#fancybox-wrap, #fancybox-content').css({width: 'auto'}); Compensation. Board Diversity. On October 19, 2018, Audit Committee Leadership Network (ACLN) members met with Marc Goldstein, head of US research at ISS, in Washington, DC, to discuss ISS policy and its recent interest in questions on auditor ratification and audit committees. The policy will list the main criteria for analyzing such plans. ISS will recommend voting against the chair of a nominating committee (or other chair as applicable) where women comprise less than 30% of the board and the issuer has not provided a clear commitment to achieve this target prior to the next annual general meeting.
This is an important development because many investors, as well as other stakeholders, rely on ISS to help assess corporate governance at public companies.
For CSE-listed issuers, ISS is expanding its potential withhold vote recommendation to all board members where the company does not have a compensation committee and does not identify a board chair. 
2022 ISS Corporate Solutions. Brian V. Breheny
$.fancybox.center(0); ", "Rchlos a iadne zbyton papierovanie to s veci, ktor udia v neakanch situcich najviac ocenia. ISS updated its list of examples of risk oversight failures to include demonstrably poor risk oversight of environmental and social issues, including climate change.. the current percentage of racially/ethnically diverse directors; whether the boards definition of diversity explicitly includes gender, race or ethnicity; whether the board has a Rooney Rule policy requiring diverse candidates to be included in the initial pool of candidates when selecting new directors; and. 0
This change was announced last year with a one-year grace period but has been further amended by requiring an issuer to commit to achieving the 30% target by its next AGM as opposed to within a reasonable timeframe. Exemptions will continue to be available for newly listed TSX issuers and those transitioning from the TSX-V within the prior or current fiscal year. Obchodn zstupca mi poskytol vetky potrebn informcie. ISS will evaluate the boards responsiveness where a shareholder vote on executive compensation does not receive a 80% positive response. SB ", Hana, Bratislava Dnes o 19:51 poiadala o 650, Karol, Koice Dnes o 19:11 poiadal o 1000. After publishing four m, On September 27, 2016, members of the Audit Committee Leadership Network (ACLN) met with the chair of the Financial Accounting Standards Board (FASB), Russell Golden, for a discuss, Dialogue with Russell Golden of the Financial Accounting Standards Board. July 20, 2022. } }, {})).data('iphorm-initialised', true); setTimeout(function () { board responsiveness to say-on-pay votes; voting recommendations on management climate change plans and shareholder proposals; overboarded directors of TSX-V issuers (in effect for meetings held on or after February 1, 2023); application of guidelines to NEO-Exchange listed companies; and. !window.grecaptcha) { %PDF-1.6
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%:nJ0`n&C)Dl zr)%*[B=|cSka gbM. UK: Client Briefing - Harpur Trust v Brazel - What now for holiday pay - claims and calculations? Unilateral board adoption of an exclusive forum provision specifying a state other than the companys state of incorporation, or of a particular local court within the state, will be viewed as a one-time governance failure, which could result in a recommendation against directors. For 2021, in addition to Glass Lewis current policy of generally voting against nominating committee chairs of all-male boards, the firm will note as a concern boards having only one woman board member. Dleit je ma vek nad 18 rokov a trval pobyt v Slovenskej republike. endstream
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In its 2018 Governance Principles Survey, which it uses to help set its benchmark policies, ISS included new questions about auditor ratification and audit committees. Specifically, Glass Lewis will consider: Although Glass Lewis will not make voting recommendations solely on the basis of this assessment in 2021, the assessment may be a contributing factor in recommendations when other board-related concerns have been identified. }); Thanks for your interest. Institutional investors have become much more vocal in their calls for public company boards of directors to become more diverse.2 Reflecting those efforts, both ISS and Glass Lewis have enhanced their policies relating to board diversity.3. *C&H`u@>4 j%*s ir
The full updated proxy voting guidelines will be available in late December at www.issgovernance.com. o8/ *jBkA
`Z5^J([@*KSTbGD:x}2/~%2pA* A new super Code of Practice from the Pensions Regulator is coming with greater focus on clear policies and controls to manage risk, take decisions and communicate effectively. Glass Lewis policy updates are effective for annual shareholder meetings held on or after January 1, 2022. Privacy (including cookies), Social Media & Legal, Obtain proxy research for specific companies or proposal types, Review agendas for pending and historical shareholder meetings, Leverage research developed by experienced specialists in governance, compensation, M&A, ESG, and industry-specific issues, Be alerted of the latest proxy research reports released for your company and your peers, Approximately 38,000 companies covered in 115 countries, Set alerts to receive notification of new research available on peer companies, Compare and contrast ISS benchmark proxy voting policies for U.S. and non-U.S. markets, Access in-depth, global coverage of todays issues, including current trends in corporate governance, risk management, and regulatory developments, Stay on top of important developments with customized alerts. In light of the March 2020 Delaware Supreme Court decision permitting Delaware corporations to include federal forum provisions in their governing documents, ISS will generally recommend voting for federal forum selection provisions that specify the district courts of the U.S. as the exclusive forum for federal securities law matters, but will recommend voting against provisions that restrict the forum to a particular federal district court.6 Similarly, unilateral board adoption of a federal forum provision specifying a particular federal district court will be viewed as a one-time governance failure, which could result in a recommendation against directors. Special Purpose Acquisition Companies (SPACs). UEb}@]) Glass Lewis has adopted a new policy regarding its approach to SPACs. Naposledy poiadal o piku: Frantiek,BratislavaPnFrantiek dnes o 19:41 poiadal o500 . If adop, 2022 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, United States Proxy Voting Guidelines Benchmark Policy Recommendations, Americas Proxy Voting Guidelines Updates for 2021, ISS Benchmark Policy Updates Executive Summary, 2021 Guidelines: An Overview of the Glass Lewis Approach to Proxy Advice United States, 2021 Guidelines: Environmental, Social & Governance (ESG) Initiatives, Preparing for the Shareholder Proposal Season, Nasdaq Proposes New Board Diversity Requirements, California to Require Inclusion of Female Directors at Public Corporations Based in the State, New California Law Becomes First in Nation To Require Diversity on Boards of Public Companies, Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season, Within Three Months, a Second California State Court Enforces a Federal Forum Charter Provision for Securities Act Claims. Addressing recent remand orders and decisions, the vaccine mandate, updates by multiple state-run OSHA programs and more. Pika je uren pre klientov s pravidelnm prjmom. Nemuste nikam chodi. Richard J. Grossman
Beginning in 2021, for companies in the S&P 500 index, Glass Lewis reports will include an assessment of the companys proxy disclosure relating to board diversity, director skills and the director nomination process. Waltham, MA | +1 781 290 2270 | info@tapestrynetworks.com, Privacy Policy | Site Map | Member & Participant Privacy Policy, Recent accounting controversies in the United Kingdom (UK) have brought the audit profession into the limelight, prompting calls for greater scrutiny and actions that could change, The International Accounting Standards Board (IASB) develops International Financial Reporting Standards (IFRS) used in over 125 countries around the globe. 83 0 obj
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Glass Lewis guidelines include the following compensation updates for 2021: Companies should assess the potential impact of these voting recommendations on matters to be considered by their shareholders during the 2021 proxy season and determine whether any steps should be taken to address the impact. if (! Kad iados je posudzovan individulne. While no changes to policies on these issues are planned for the US market in 2019 these questions raise the possibility of future changes in its policies and recommendations on audit. ISS had previously indicated that in evaluating say-on-climate votes, it would consider looking at the following criteria among others: Recommendations on shareholder proposals requesting an issuer to disclose its climate transition plan and seek a say-on-climate shareholder vote will also be voted for on a case-by-case basis. }, 1); 34 0 obj
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inline: true, var $link = $('#iphorm_fancybox_62d9973ead657'); ]-)Bdg- With respect to gender diversity, for companies in either the Russell 3000 or S&P 1500 indices, ISS will continue its policy of recommending against nominating committee chairs (or other directors on a case-by-case basis) of all-male boards. V niektorch prpadoch na zskanie online piky nepotrebujete ruitea a ani zaloenie nehnutenosti. The 2021 ISS TSX standards recommend withhold voting for a non-CEO director nominee who sits on more than four outside public company boards or a CEO nominee director who sits on more than two outside public company boards (only in respect of outside boards). $('#fancybox-overlay').css({height: $(document).height()}); Marc S. Gerber This client briefing discusses both ISS and Glass Lewis 2022 policy updates for U.S. companies, as well as points of convergence with major shareholders, including BlackRock, Fidelity, Vanguard, and State Street, who are increasingly focusing on environmental, social and governanceissues. h{ko\7_/!vA'3 Litigation and Dispute Resolution Toolkit, People development, inclusion & wellbeing, EU Capital Markets Union: An overview of key developments in 2022. $('#fancybox-outer').css('opacity', 0); All rights reserved. Online pika mi pomohla, ke som to najviac potreboval. Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, ISS and Glass Lewis Release Updated Proxy Voting Guidelines, Thank you to our 2022 summer associates! S&P / TSX Composite Index issuers will be subject to a higher benchmark. All Rights Reserved. These policy changesshould inform proxy drafting and shareholder engagement for the upcomingannual meeting season.
ISS has updated its guidelines to explicitly provide that those applicable to TSX-listed issuers will apply to NEO Exchange-listed issuers. Most Canadian say-on-pay votes garner average shareholder approval in excess of 90%. O piku poiadate z pohodlia svojho domova. "Oceujem prstup spolonosti. << /Length 5 0 R /Filter /FlateDecode >> $('#fancybox-content .iphorm-recaptcha').each(function () { In addition, there is an exemption for issuers with four or fewer directors. Manageyour governance program year-round by drawing on our deep expertise and market-leading governance data. ISS provides investors with reports on individual companies; these reports include recommendations on how to vote on proxy ballot questions.
onClosed: function () { Although Glass Lewis will not make voting recommendations solely on this basis in 2021, insufficient board refreshment may be a contributing factor in recommendations when other board-related concerns have been identified. } catch (e) {} Stay up-to-date on the latest proxy voting issues and benefit from ISS corporate governance and proxy voting expertise with access to ISS historical proxy voting reports, research, and publications. 5rwCBU# E6*0[9\}c
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VzDg}}k'J;{C!a3=og5T Through year-round advisory support and integrated access to the industrys most robust collection of governance data and analytics, ICS helps you design, manage, and measure your corporate governance program to improve shareholder value and uncover opportunities to maximize your companys appeal to investors. Beginning in 2022, Glass Lewis generally will recommend against nominating committee chairs of boards with less than two female directors (on boards with seven or more total directors). Audit Committee Leadership Network, November 2018. 
This memorandum is considered advertising under applicable state laws. Dnes poiadalo o piku u klientovNevhajte a vyskajte to aj vy! onComplete: function () { Details and instructions on how to disable those cookies are set out at, Senior Partner, Canadian Head of Corporate Governance, Washington DC *associate office **alliance, Bankruptcy, financial restructuring and insolvency, Environmental, social and governance (ESG), Information governance, privacy and cybersecurity, 2022 ISS Benchmark Policy Updates (Executive Summary), brigitte.leblanc-lapointe@nortonrosefulbright.com, Anti-Facilitation of Tax Evasion Statement. 1 See ISS United States Proxy Voting Guidelines Benchmark Policy Recommendations. For a summary of ISS 2020 updates for the U.S., Canada and Latin America, see ISS Americas Proxy Voting Guidelines Updates for 2021. For an executive summary of all policy updates to ISS global proxy voting guidelines, see ISS ISS Benchmark Policy Updates Executive Summary., See Glass Lewis 2021 Guidelines: An Overview of the Glass Lewis Approach to Proxy Advice United States and Glass Lewis 2021 Guidelines: Environmental, Social & Governance (ESG) Initiatives., 2 See our December 1, 2020, client alert Preparing for the Shareholder Proposal Season., 3 For information on Nasdaqs rule proposal regarding disclosure of board diversity statistics, see our December 4, 2020, client alert Nasdaq Proposes New Board Diversity Requirements., 4 See our client alerts from October 1, 2018, California to Require Inclusion of Female Directors at Public Corporations Based in the State and October 2, 2020, New California Law Becomes First in Nation To Require Diversity on Boards of Public Companies., 5 See our September 30, 2020, client alert Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season., 6 See our November 25, 2020, client alert Within Three Months, a Second California State Court Enforces a Federal Forum Charter Provision for Securities Act Claims..