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Currently, ISS withholds support from directors serving on more than five public company boards and CEOs 2019-07-25 · ISS Analyzes Director Overboarding By Steve Quinlivan | July 25, 2019 ISS has prepared a whitepaper that analyzes trends in director overboarding. The whitepaper notes that in the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Se hela listan på nortonrosefulbright.com Director Overboarding (Continental Europe): proposal to extend the current ISS Continental European director overboarding policy thresholds to all European companies instead of just to widely-held companies as at present. The overall threshold for the number of acceptable external mandates has not been updated. However, the ISS guidelines now state that, when it comes to overboarding, "a more lenient view may apply for directors who serve on the boards of less complex companies (for example, externally managed investment companies)". Under its current voting policy, ISS will recommend a vote against or withhold from all director nominees (except new nominees, who are considered case-by-case) if the company has a poison pill that was not approved by shareholders; however, it will make voting recommendations on director nominees on a case-by-case basis if the board adopts a pill with an initial term of one year or less, depending on the disclosed rationale and other factors. With a recent change to State Street Global Advisors’ policy for 2020, institutional investor viewpoints around the maximum number of public company boards before a director is generally considered “overboarded” are converging towards a maximum of two boards total for the CEO and four boards total for other directors.

Iss director overboarding

This follows similar actions by BlackRock in 2018 and Vanguard which adopted its first overboarding policy in April 2019. Director Overboarding – Global Trends, Definitions, and Impact – ISS Corporate Solutions Director Overboarding – Global Trends, Definitions, and Impact In the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Table 1: 2015 ISS Survey Results on US Director Overboarding limits For directors generally and nonexecutive directors in particular: Investor Non-Investor Six total board seats is an appropriate limit 20% 25% Five total board seats is an appropriate limit 18% 7% Four total board seats is an appropriate limit 34% 19% Increasingly, investors are adopting their own policies on overboarding, which sometimes deviate from ISS and Glass Lewis & Co. Proxy solicitation firm Morrow Sodali recently summarized the overboarding policies of key investors as follows: The Council of Institutional Investors’ corporate governance policies provide as follows: With a recent change to State Street Global Advisors’ policy for 2020, institutional investor viewpoints around the maximum number of public company boards before a director is generally considered “overboarded” are converging towards a maximum of two boards total for the CEO and four boards total for other directors. ISS Analyzes Director Overboarding By Steve Quinlivan | July 25, 2019 ISS has prepared a whitepaper that analyzes trends in director overboarding. The whitepaper notes that in the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Director Overboarding – Global Trends, Definitions, and Impact – ISS Corporate Solutions Director Overboarding – Global Trends, Definitions, and Impact In the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. ISS Analyzes Director Overboarding By Steve Quinlivan | July 25, 2019 ISS has prepared a whitepaper that analyzes trends in director overboarding.

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14 Apr 2020 Generally, investors and proxy advisors oppose executive directors only ISS noted that it will adjust the application of its overboarding policy 28 Jan 2020 The ISS updates apply to shareholder meetings of publicly traded Canadian companies occurring on or after Director Overboarding (ISS). 30 Aug 2019 The leading firm, Institutional Shareholder Services (ISS), will generally recommend a vote against or withhold from a director nominee of a US 22 Jan 2020 Overboarded Directors.

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Whilst there are varying definitions of overboarding, a NED is generally regarded as overboarded if they hold more than five public company directorships (with the role of a chair being counted as two directorships). This is the view of ISS, LGIM and Glass Lewis and a number of institutional investors.

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In the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Several large asset managers, including Vanguard, BlackRock, and LGIM, enhanced their voting guidelines to apply stricter criteria, while some directors serving on Director Overboarding ISS noted that some large institutional investors have tightened limits on director overboarding and that global standards vary on overboarding limits. Therefore, ISS is revisiting questions on this topic from its 2015 policy survey to see if there have been any changes in investors’ and non-investors’ attitudes.

ISS Discusses Director Overboarding: Global Trends, Definitions, and Impact In the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors.
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ISS's newy-released 2019-2020 policy survey focuses on board and director accountability, including board gender diversity and director overboarding, as well as the potential use of Economic Value Added (EVA) in ISS's quantitative pay for performance evaluations. DIRECTOR OVERBOARDING IN 2020 Over the past few years, director board service has become a major area of focus for the institutional investor community. Investors believe that directors should be able to devote suffi-cient time to their companies in order to manage their respon-sibilities effectively.

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The whitepaper notes that in the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Se hela listan på nortonrosefulbright.com Director Overboarding (Continental Europe): proposal to extend the current ISS Continental European director overboarding policy thresholds to all European companies instead of just to widely-held companies as at present. The overall threshold for the number of acceptable external mandates has not been updated. However, the ISS guidelines now state that, when it comes to overboarding, "a more lenient view may apply for directors who serve on the boards of less complex companies (for example, externally managed investment companies)". Under its current voting policy, ISS will recommend a vote against or withhold from all director nominees (except new nominees, who are considered case-by-case) if the company has a poison pill that was not approved by shareholders; however, it will make voting recommendations on director nominees on a case-by-case basis if the board adopts a pill with an initial term of one year or less, depending on the disclosed rationale and other factors. With a recent change to State Street Global Advisors’ policy for 2020, institutional investor viewpoints around the maximum number of public company boards before a director is generally considered “overboarded” are converging towards a maximum of two boards total for the CEO and four boards total for other directors.