Last week ISS issued its 2011 Compensation Policy Frequently Asked Questions (FAQs). These FAQs address a few interesting policy areas:
- Say on pay vote frequency (largely unknown what ISS will do in future votes),
- Problematic pay practices (auto-renewing agreements that are materially modified will be given special scrutiny; new agreements that have excise tax gross-ups can be amended to remove the excise tax gross-up provision to avoid application of the policy – BUT, note that Ed believes before a company undertakes such action it should determine whether having the excise tax gross-up provision advances or otherwise serves the company’s goals and objectives), and
- Golden parachute votes (if companies include the golden parachute table in their annual disclosures, it will be considered when ISS makes its recommendation on the say on pay vote-this alone could cause a number of companies to skip including this information on an annual basis).
http://www.issgovernance.com/policy/2011/USCompensationFAQ
Exequity released a Client Alert looking at ISS’s FAQs on December 22, 2010. Click HERE to be taken to the Client Alert.