diverse group of advisors

Proxy advisory firm Institutional Shareholder Services Inc. (ISS) is stepping up board diversity demands in its revised shareholder voting policies for the coming proxy season.

ISS’s revised proxy voting policies for 2022, which will apply to shareholder meetings after Feb. 1, include changes related to climate change, diversity and governance issues.

For Canada, the updated voting policy calls for most companies to have at least one woman on the board in 2022, and for large companies to have boards that are comprised of at least 30% women (a policy that was adopted in 2020).

Elsewhere, ISS is expanding the coverage of its board diversity policies and extending gender-based considerations to include ethnicity in the U.K. and Ireland (along with previously announced ethnic diversity requirements in the U.S.).

The firm noted that climate change is now one of the top issues for shareholders, with many investors “seeking to better integrate climate risk considerations in their investment, engagement, and voting processes.”

To that end, ISS will introduce a board accountability policy for the world’s biggest polluters in terms of greenhouse gas (GHG) emissions.

The policy includes a recommendation to vote against certain incumbent directors at companies “currently identified as Climate Action 100+ Focus companies” that either don’t provide adequate disclosure — such as Task Force on Climate-related Financial Disclosures compliant reporting — or have meaningful GHG emission reduction targets.

Additionally, starting in the 2023 proxy season, ISS will recommend voting against responsible directors at all U.S. companies with unequal voting rights (expanding a policy that currently only applies to companies launched since 2015).

For Canada, it also raised the threshold that triggers a responsiveness analysis on a company’s “say on pay” proposals from 70% to 80%. ISS noted that the change was made to align with recommendations from the Canadian Coalition for Good Governance.

Other changes to ISS’s specialty climate policy and other specialty policies will be announced in January, it said.

Georgina Marshall, global head of research and chair of the ISS Global Policy Board, said in a release that shareholder votes increasingly include “stewardship-related decisions on a range of climate as well as other environmental, social and governance matters, and the changes announced for 2022 reflect the next steps along the path on climate-related topics that many investors indicated they consider important and would support.”