ISS’s 2012 proxy voting guidelines: How to exercise shareholder votes on almost any conceivable resolution
In this post on proxy advisors in June 2011 we described what a proxy advisor is, and discussed the prominence of proxy advisors in the US corporate governance model and the much more limited role they play in the UK. We also remarked on the concerns in the US on the power of proxy advisors such as Institutional Shareholder Services Inc., as expressed by Delaware Vice-Chancellor Leo Strine:
“…CEOs come on bended knee to Rockville, Maryland, where ISS resides, to persuade the managers of ISS of the merits of their views about issues like proposed mergers, executive compensation, and poison pills. They do so because the CEOs recognize that some institutional investors will simply follow ISS’s advice rather than do any thinking of their own.”*
The formulaic way in which some proxy advisors may approach deciding and advising on how votes should be cast on resolutions at shareholder meetings is illustrated by the ISS 2012 US Proxy Voting Summary Guidelines, which were issued by ISS at the end of 2011. These set out how votes should be cast on almost every conceivable resolution
