May 20, 2019

May 20, 2019

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Institutional Shareholder Services Opens Data Verification Period

On October 31, proxy advisory firm Institutional Shareholder Services Inc. (ISS) opened the data verification period for QualityScore (formerly QuickScore), its corporate governance rating system, which will remain open until 8:00 p.m. (ET) on November 11. During the data verification period, companies are encouraged to access ISS’s data verification site on Governance Analytics, which can be found here, to verify the ISS data that will be included in QualityScores and provide feedback. Companies that do not have a login can request one via email here.

ISS updated several existing factors and added 15 new factors for its QualityScore ratings. Updated QualityScore scores will be released on November 21. The 15 new factors are as follows:

 Board Structure

  • What proportion of non-executive directors has been on the board less than six years?

  • Does the board have any mechanisms to encourage director refreshment?

  • Does the company disclose the existence of a formal CEO and key executive officer succession plan?

  • What is the proportion of women on the board?

  • Has the board adequately responded to low support for a management proposal?

Shareholder Rights and Takeover Defenses

  • Does the company have an exclusive forum provision?

  • Does the company have a fee shifting provision?

  • Does the company have a representative claim limitation or other significant litigation rights limitations?

  • What is the ownership threshold for proxy access?

  • What is the ownership duration threshold for proxy access?

  • What is the cap on shareholder nominees to fill board seats from proxy access?

  • What is the aggregation limit on shareholders to form a nominating group for proxy access?

  • Can the board materially modify the company’s capital structure without shareholder approval?

 Compensation

  • Does the company employ at least one metric that compares its performance to a benchmark or peer group (relative performance)?

Audit and Risk Oversight

  • What is the tenure of the external auditor? (non-scored factor)

The full updated QualityScore technical document is available here.

©2019 Katten Muchin Rosenman LLP

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About this Author

Farzad F. Damania, Capital markets and securities lawyer, Katten Law Firm
Partner

Farzad F. Damania focuses his practice on capital markets and securities law, mergers and acquisitions, and general corporate law. He is regularly engaged on capital markets transactions, including initial public offerings, follow-on offerings, tender offers, and high yield debt transactions as well as direct investments by private equity acquirers, sellers and co-investors. He also represents public companies on corporate governance issues, securities law compliance and stock exchange regulations.

Farzad counsels US public companies and foreign...

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