Proxy Research FAQ
Get answers to the most frequently asked questions about our proxy research, engagement protocols, voting policies, report access, and stewardship practices.
Frequently Asked Questions: Proxy Research
For questions, requests for engagements, and to provide new information to the relevant ISS STOXX Governance Research teams regarding proxy research, please contact the ISS STOXX Help Center.
All companies can access our final, published benchmark proxy research reports on their own company without charge. These are made available through the Compass* platform, which also provides a notification when a report is available. To ensure timely notification of the availability of our final, published benchmark research report, companies are encouraged to request login credentials as early as possible, preferably before the filing of the company’s meeting materials or the release of our report, by emailing contactus@iss-corporate.com. Once registered, the company’s designated user(s) will receive email notifications as soon we publish a new report on the company, or update a previously issued report, for our subscribing clients.
As the provision of Compass login credentials may take at least one (1) business day, companies registering late may also request a copy of a published benchmark proxy research report for an upcoming meeting on an expedited basis through the ISS STOXX Help Center.
Our final, published benchmark proxy research reports are provided to companies free of charge as a courtesy, subject to the following conditions: (i) the reports are only for the subject company’s internal use by directors and employees of the company, and (ii) the company is expressly prohibited from making the report, or any part of it, public, or sharing the reports, profiles or login credentials with any external parties (including but not limited to any external advisors retained by the company such as a law firm, proxy solicitor or compensation consultant).
*Compass is a web-based platform hosted by ISS-Corporate, a wholly owned subsidiary of ISS STOXX. There is no obligation to purchase or use any of the products or services of ISS-Corporate in order to receive a courtesy copy of the published ISS STOXX proxy research report. ISS-Corporate provides advisory services, analytical tools and information to companies to enable them to improve shareholder value and reduce risk through the adoption of improved corporate governance and executive compensation practices. The ISS STOXX Governance Research Department, which is separate from ISS-Corporate, will not give preferential treatment to, and is under no obligation to recommend support for any proxy proposal of a company (whether or not that company has purchased products or services from ISS-Corporate). No statement from an employee of ISS-Corporate should be construed as a guarantee that we will recommend that our clients vote in favor of any particular proxy proposal.
No. ISS STOXX does not authorize the redistribution or dissemination of our proxy research reports nor their contents.
We strive to be as accurate as possible in our research and publications. We encourage interested parties to check the Policy Gateway for the appropriate ISS STOXX Voting Guidelines and FAQs concerning the issue; perceived “errors” may often reflect matters of opinion or a disagreement with the policy/methodology applied rather than an error of fact. If you believe a proxy research report contains an error, please notify us immediately by using the email link provided on the front page of the report or via the ISS STOXX Help Center. If we determine that there is a significant error that should be brought to our clients’ attention, we will promptly issue an “Alert” which is the mechanism we use to update a previously issued proxy research report.
Similarly, if new significant information relating to a proxy voting issue is publicly disclosed by the company in a timely manner (preferably via the official channels through which issuers are required to publish their proxy materials) and we are informed of its availability, an “Alert” will be issued if considered warranted.
Alerts are issued only if sufficient time is available before the voting deadlines in that market for our institutional investor clients to review any information or changes in the Alert (which could include a change to a previously issued vote recommendation) and to act upon this information if they so choose. For example, in the U.S. and Canada, where vote cutoffs are usually the day before the shareholders meeting, our vote recommendations can generally be updated (where appropriate) if we are informed of the error or new disclosure at least 5 business days before the meeting.
For India issuers, in compliance with Securities and Exchange Board of India regulations, we provide issuers the ability to have their comments on the ISS STOXX report included in an Alert. Please see ISS STOXX Review Process for India Issuers for this process.
Proxy voting Alerts are used to communicate updates, meeting adjournments, corrections and any ISS STOXX vote recommendation changes to our clients. An Alert is structured as an overlay on the original report; the first few pages show the updated information and any related vote recommendation change (if any), and the original report lies underneath, and will continue to reflect the original report and information. This allows our clients to see the original report and the changes in one document. Any subsequent Alerts will be layered on top of the previous Alert.
Alerts are distributed to our institutional investor clients in the same way our original proxy research reports are distributed—generally through our ProxyExchange platform. The clients who received the original report will automatically receive any Alerts issued for that meeting and company.
Once the meeting date has passed, updates to the research report for that meeting can no longer be made.
In some markets, draft benchmark reports are provided as a courtesy and at our sole discretion, in order to allow an issuer to check the factual information prior to publication. Procedures for providing draft reports to companies vary on a market-by-market basis, and in any case, no drafts will be provided in markets or situations where there is insufficient time to do so whilst still respecting our clients’ voting deadlines.
Specific market draft registration/request procedures:
- In the U.S., as from January 2021, drafts are no longer provided to U.S. companies included in the S&P 500 index. U.S. companies are instead given the opportunity to review and verify the relevant data.
- In Canada, drafts are provided to Canadian companies in the S&P/TSX Composite Index via annual advanced registration.
- In France (where we engage in line with the specific French-market recommendations of the AMF), please see our Engagement and Draft Report Disclosure Policy for the French Market.
- In the Germanic markets (Austria, Germany, Liechtenstein, Switzerland), drafts are provided to German companies in the DAX Index and Swiss companies in the SMI Index. Companies in Austria listed on the ATX, German companies listed on the MDAX and SDAX and Swiss companies listed on the SMIM may make individual requests for a draft review. The request needs to be made annually and may be accommodated at our sole discretion. Companies wishing to review drafts must publish their meeting materials (annual report, corporate governance report, and remuneration report) 30+ days prior to the AGM.
- Drafts are not generally provided to companies in Asia-Pacific markets nor in Latin American markets.
- Companies in other markets may make individual requests for a draft review, generally by the earlier of the filing of their meeting materials or 30 days prior to the meeting. The request needs to be made annually and may or may not be accommodated at our sole discretion.
Where provided, the purpose of a draft review is for the subject company to check the facts that are being included in our report and is not an opportunity for the issuer to lobby for a particular voting recommendation.
For all markets, ISS STOXX does not normally allow pre-publication reviews of pending reports relating to special meetings or any meeting where the agenda includes a merger or acquisition proposal, proxy fight, or any item that we, at our sole discretion, consider to be of a contentious or controversial nature. This policy is to safeguard the independence of our process and recommendations.
Our research teams interact regularly with company representatives, institutional investors, dissident shareholders, sponsors of shareholder proposals, and other parties where relevant to gain deeper insight into many issues and to check material facts relevant to our research. We engage when we consider that doing so will assist in our work of producing high quality research reports and our voting recommendations for our clients, based on publicly available information. Topics discussed can range from general policy perspectives to specific voting items. As a research organization, we welcome constructive dialogue on critical issues that helps to ensure a full understanding of the facts and circumstances, which will in turn inform our proxy research analyses and voting recommendations.
The purpose of such discussions for us is to obtain or communicate clarification about governance and voting issues, to ensure that our research and policy-driven voting recommendations are based on comprehensive information. Sometimes such dialogue is initiated by us, while other times it is initiated by the issuer or other stakeholders (including shareholders who may or may not be our clients). In contested situations, we ordinarily seek to engage with both sides.
Please submit a request for engagement through the ISS STOXX Help Center. A detailed proposed agenda is needed—this is essential to assess the request, to determine which of our analysts should take part and to ensure preparation on our side so that the engagement can be productive for all participants. During the annual meeting (proxy) season, in-person or in-depth meetings are typically limited to contentious issues, including contested mergers, proxy contests, or other special situations, and engagement on other topics is generally handled virtually or by emails.
All participants should understand and must agree to the following guidelines during engagements with our research analysts:
1. No material, non-public information. All information that is shared in an engagement must be publicly disclosed (or will be).
We engage with companies when it is considered to be helpful to enhance the accuracy and quality of the research and voting recommendations we will provide to our investor clients. All discussions are on-the-record, and material non-public information should not be disclosed to ISS STOXX and will not be used if it is. Our reports and voting recommendations are based exclusively on publicly available information: information provided by companies during engagements with ISS STOXX should either be already publicly available to all shareholders or will be disclosed in the filings for the company’s upcoming shareholder meeting. Any fact which an issuer would like to see reflected in our report should be publicly disclosed to all shareholders in a timely fashion, even in markets where such disclosure is not ordinarily required. In proxy contests and similar contested situations, we expect both management and dissidents to publicly file any materials presented to us. We will not knowingly use material non-public information disclosed during an engagement. We accept no obligation of confidentiality with respect to any matters discussed during engagements.
2. There must be no indication of any issuer relationship with ISS-Corporate.
There is a firewall between ISS STOXX Governance Research and ISS-Corporate (an ISS STOXX subsidiary, whose work is described above in this FAQ). A key feature of the firewall is that ISS STOXX Governance Research personnel do not know the identity of any of ISS-Corporate’s corporate issuer clients. Accordingly, companies must not mention during any engagement or other communication any past, present or expected contact with ISS-Corporate or its personnel; or disclose or discuss any information obtained from the purchase of ISS-Corporate services or products; or identify your company, either directly or indirectly, as an ISS-Corporate client (or prospective client). Doing so will violate our firewall policies and may result in the immediate termination of the engagement discussions. ISS STOXX Governance Research does not give preferential treatment to, and is under no obligation to recommend support of, any proposal of an issuer whether that issuer has purchased products or services from ISS-Corporate or not. Our proxy research analysts have no access to information about ISS-Corporate clients, and we require that in any communication you may have with our research analysts, you do not disclose your identity as an ISS-Corporate client or potential client, to help protect the integrity of our research process.
3. ISS STOXX Governance Research cannot provide consulting advice to companies, and there is never a guarantee of a particular vote recommendation outcome.
Our research analysts cannot consult or advise issuers in any way. No statement made during an engagement should be construed as advice or an indication of how ISS STOXX will ultimately recommend in each situation or on a specific proposal. Our proxy research and voting recommendations are driven by our voting guidelines, as applied to the fact pattern presented by each company at the time we analyze their voting proposals, through their publicly filed disclosures and other public information available to shareholders. While we can discuss our policies and the rationale behind them, we therefore cannot and do not indicate what would be required in any specific situation to obtain a “for” recommendation. To promote transparency and best practices, our proxy voting policies (or guidelines) are posted publicly on this website in the Voting Policy Gateway. However, application of those policies in specific cases requires an analysis, not only of the exact details and language of the proposal being voted on, but of the context in which that proposal arises; including events such as board decisions, share price movements, legal/regulatory developments, and the actions of shareholders which may not be apparent until the time the analysis is undertaken. We cannot and will not disclose or guarantee any future vote recommendation.
4. The company participants must be appropriate.
During engagements, our research staff will be focused on hearing about the company’s recent changes or proposals, long-term focus and strategy and how it drives decision-making for long-tern shareholder value and risk management, in particular in relation to the company’s governance and the matters that will be put to the company’s shareholders for a vote. We deem it inappropriate to discuss an executive’s compensation while they are present, and if present, we would ask that executive to recuse themselves for that portion of the discussion.
While we will make reasonable efforts to accommodate engagement requests, note that accepting engagements is at the sole discretion of ISS STOXX. Based on topics, timing and priority, particularly in the lead into and during proxy seasons, we may not accept every requested engagement, or be able to accommodate a specific day or time requested. In addition, whether an engagement is conducted in-person, remotely by phone or virtually is also at our discretion. Accordingly, companies are recommended to plan early for any desired engagement scheduling. Further guidance is provided below:
- Non-contested shareholder meetings: For engagements regarding non-contested meetings, the preferred time to schedule engagements is during the off-season, prior to the main proxy season in that market. For example, for the U.S. and Canada, the preferred engagement period is August through February. Furthermore, engagements generally should take place prior to the filing of the proxy materials. Once the proxy or other relevant meeting materials are filed or published, it is again at our discretion whether to engage with the company; we generally will do so only to clarify points on which the relevant ISS STOXX governance research analysts have questions. Our reports and voting recommendations are based only on publicly disclosed information, and all the information the company wishes its shareholders and ISS STOXX to consider should be in the proxy or other publicly disclosed materials and should be clearly communicated therein.
- Contested shareholder meetings: For proxy fights or contested mergers, we will generally seek to engage with both sides after the proxy materials are released. Where possible, we will offer each side an equal opportunity for engagement. In general, we will aim to schedule engagement with the dissident side first to pinpoint the areas of contention and then give the company the opportunity to respond to dissident’s arguments. Follow-up meetings may also be scheduled at our discretion; and as with the initial engagement, will generally be offered equally to both sides.
ISS STOXX has robust policies and procedures to ensure the integrity of our research process. We have a comprehensive global compliance program (please click here for disclosure of our relevant business policies and procedures).
We also undertake and are subject to periodic SSAE-18 audits. Our research and recommendations are also based on public information and on our publicly disclosed and detailed Policy Voting Guidelines which are available and transparent to all parties.
Generally, yes, the fact that engagement has taken place will be reflected in the ISS STOXX benchmark report, noting the date and topic(s) discussed. Where relevant, the point of view of participants as well as any substantive information discussed may be reflected in the report, particularly when the information is considered useful in helping our institutional investor clients make informed voting decisions. In some instances, we may consider including direct quotes from statements made by participants in the meeting.