2019 ISS Canadian Policy Guidelines Update

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On November 19, 2018, proxy advisor Institutional Shareholder Services, Inc. (“ISS”) released updates to its 2019 Policy Guidelines for the Canadian market. ISS’ voting policies continue to evolve as it takes into consideration the changing views and needs of its institutional investor clients, the perspectives of issuers, and the broader corporate governance community. The full text of ISS’ updated policies can be found here: 2019 Americas Proxy Voting Guidelines Updates.

These changes will affect shareholder meetings held on or after February 1, 2019.

Many Canadian issuers will be affected by these changes. Issuers that fail to comply with the new guidelines could see ISS make AGAINST/WITHHOLD recommendations for resolutions and directors.

There are three updates to ISS’ proxy voting policy:

  1. Board Gender Diversity,

  2. Overboarding, and

  3. Environmental and Social (E&S) Shareholder Proposal Policy.

Laurel Hill has summarized the ISS policy updates and their impact on issuers below. Our team is available to speak in more detail with issuers to provide case-by-case advice on how to proactively avoid negative ISS recommendations as they relate to these changes and other ISS proxy voting policies.