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European Policy – Director Overboarding Background and Overview Based on clients' feedback, ISS overboarding policy is being amended in order to clarify the positioning with (1) the situation of an overboarded director only holding non-executive chair mandates and (2) the situation of executives of investment companies. While not resulting in changes to any voting recommendations, ISS stated that "for institutional investors whose overboarding policies consider each Executive Director position as a mandate, this change will result in a more accurate assessment of their executive positions." Although more directors are likely to be considered overboarded under the Amended Policy, because ISS issues a withhold recommendation only if a director’s attendance is also poor, ISS expects the overall impact of the Amended Policy to be moderate. In addition, a director nominee who holds an executive director position at one company and a non-executive chairman position at another company will be considered overboarded. We would not be surprised if, during the next few years, ISS tightened its overboarding parameters across all jurisdictions. Note that ISS’ 2019 Global Policy Survey included questions regarding director overboarding and director accountability for failure to assess and mitigate climate change risk, but ISS did not update its policies on these topics for 2020. The key updates to Glass Lewis’ proxy voting policies for 2020 relate to: In late 2016 ISS and Glass Lewis both revised their proxy voting guidelines to address overboarding concerns. However, the revised Vanguard policy goes further than both ISS and Glass Lewis.

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Their  18 Feb 2021 Director Overboarding: BlackRock will consider voting against a director Services' (ISS) 2021 proxy voting guidelines, an executive director is  ISS also clarifies that a firm commitment to add a woman director to the board while ISS conducted a survey regarding changes to its overboarding policies,  Gender Diversity. Director Overboarding. The influence of proxy advisory firms on the voting practices of investors should  For the second time in only a few years, ISS is significantly reformulating its director overboarding guideline for directors of Canadian issuers. For the 2019 proxy  2. Hot Topics.

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Investors believe that directors should be able to devote suffi-cient time to their companies in order to manage their respon-sibilities effectively. To that end, institutions began to codify 2015-11-01 Proxy advisory firm ISS has launched its annual policy consultations, requesting feedback on 16 suggested proxy voting policy changes including new guidelines on director overboarding in North America and the UK, board composition in Japan and non-independent chairmen of key committees in Hong Kong. ISS is accepting comment until November 9 on the proposed changes, which follow a … ISS noted that it will adjust the application of its overboarding policy where board or management changes become necessary in 2020 due to the COVID-19 pandemic.

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Heading into the 2020 proxy season, three institutional investors, State Street Global Advisors (SSGA), T. Rowe Price and AllianceBernstein, have tightened their director commitment policies. This follows similar actions by BlackRock in 2018 and Vanguard which adopted its first overboarding policy in April 2019. To test the potential impact of overboarding on company performance, we examined several scenarios of director overboarding and their correlation with company economic performance. As a measure of economic performance, we used ISS’ proprietary EVA methodology (which stands for “Economic Value Added”). The EVA measure of profitability applies a residual income methodology that accounts for the full cost of capital (including both the cost of fixed income and cost of equity), and which 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: Director Overboarding Policies – An Overview and Notable Change for 2020.