Shareholder Proxy Advisors Publish Voting Guidelines

Institutional Shareholder Services (ISS) launched its Benchmark Policy Consultation for 2024. There are four proposed policy changes for next year, none of which relate to Ireland, the UK or the US. The final Benchmark Policy Changes are expected to be announced in mid-December 2023 and will apply for shareholder meetings taking place on or after 1 February 2024.

Glass Lewis (GL) also published its 2024 Benchmark Policy Guidelines for the UK and for Shareholder Proposals & ESG-Related Issues. The UK Guidelines are typically supplemented by guidelines specific to companies listed in Ireland which we anticipate will be published before year end. Notable amendments made to the UK Guidelines this year relate to the following topics:

• director attendance at board/committee meetings (GL will typically recommend voting against the re-election of directors who do not have at least 75% attendance);
• interlocking directorships (GL will consider both public and private companies and other types of relationship on a case-by-case basis);
• director accountability for climate-related issues (GL may recommend voting against directors of companies whose GHG emissions represent a financially material risk in certain circumstances outlined in the Guidelines); and
• cyber-risk oversight (where a company has been materially impacted by a cyber-attack, GL may recommend against appropriate directors where the board's oversight, response or disclosures concerning cybersecurity-related issues are insufficient, or not provided to shareholders).

GL also clarified its approach when making shareholder voting recommendations in relation to accounts and reports, executive remuneration and share ownership and their approach to companies listed on the standard segment of the main market of the LSE.

This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.