Gary Retelny: Comment Letter to SEC Staff Roundtable on the Proxy Process
The full version of this letter can be found on SEC.gov. A brief summary is below.
Dear Mr. Fields:
Institutional Shareholder Services Inc. (ISS), an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940 (Advisers Act), is a full-service proxy adviser. We have more than 30 years of experience helping institutional investors to make informed proxy voting decisions, to manage the complex process of voting their shares, and to report their votes to their stakeholders and regulators. ISS annually covers more than 39,000 shareholder meetings -- every holding in ISS’ clients' portfolios -- in the United States as well as in over 100 developed and emerging markets worldwide.
As part of our core offerings, ISS enables our clients to receive customized proxy voting recommendations based on a client's specific customized voting guidelines. ISS implements more than 400 custom voting policies on behalf of institutional investor clients. As of January 1, 2018, approximately 85% of ISS' top 100 clients used a custom proxy voting policy. During calendar year 2017, approximately 87% of the total shares processed by ISS on behalf of clients globally were linked to such policies.
ISS also offers a wide range of proxy voting policy options, including our publicly available standard benchmark policies focused on promoting long-term shareholder value creation and risk mitigation at portfolio firms, and specialty policies, also publicly available, that evaluate governance issues from the perspective of sustainability, socially-responsible investing, public funds, labor unions or mission and faith-based investing. Case-by-case analytical frameworks, which take into account company size, financial performance and industry practices, drive the vast majority of ISS’ vote recommendations to our clients. We refer you to our website for detailed information about our voting policy guidelines.
Given our role in the proxy ecosystem, ISS appreciates the opportunity to comment in advance of the Staff Roundtable on the Proxy Process that is scheduled for November 15, 2018. We focus these preliminary comments on two primary areas, proxy advisory firms and the proxy process.