ISS and Glass Lewis global policy surveys

September 8, 2025

Company directors often come across proxy adviser commentary suggesting a governance process is “best practice”. This was somewhat puzzling as apparently “best governance practice” differed by country. So, how can a practice that is best in one place not be best in another place? Even despite the convergence in global policies in recent years, we still observe differences across regions.

The reason for the differences is an outcome of policy consultations undertaken by proxy advisers, whereby “best governance practice” is an outcome of what they think their subscribers and potential subscribers will buy.

Both ISS’s and Glass Lewis’ surveys aim to capture company, investor and market sentiment on board, governance and remuneration matters to inform their voting policy in 2026.

ISS has officially closed its survey on August 22, 2025 but responses are still accepted. The full list of questions can be viewed online HERE. Glass Lewis officially closes its survey on September 15, 2025 and questions can be viewed in the survey HERE.

To get a flavour of the changes being considered, a summary of the questions covered is below.

Areas of interest

Common topics of interest between the two proxies are:

  • Multi-Class Capital Structures: Voting impacts and how companies should disclose voting outcomes.
  • Non-Executive Director Pay: How significant NED pay increases are assessed, and what problematic practices warrant concern.
  • Performance vs Time Incentives: When are solely time-based awards appropriate for long-term incentives?
  • ESG response: How companies are responding to US anti-ESG sentiments & policy (i.e. removal of ESG/DEI metrics from on-foot awards).
  • AI Governance: How prepared are company boards for AI.
  • Diversity Matters: What DEI disclosures are still expected and the extent to which the board considers DEI factors.
  • SEC Guidance Response: How companies will respond to Schedule 13G in voting or engagement practices.
  • Shareholder Topics: Corporate risks including biodiversity, climate, cybersecurity, human rights.

ISS

  • Burden of Proof: When should proponents provide more supporting documentation for shareholder non-binding proposals.
  • Independent Board Chair: For US companies, when are shareholder proposals to install independent board chairs acceptable?
  • Written Consent: While essential, potentially mutes minority shareholders. What is an appropriate view regarding the use of written consent at non-controlled companies?
  • Director Overboarding: What limits are considered overboarding for executive and non-executive directors.
  • Hybrid Plans: For UK companies, when are they acceptable to adopt as part of the long-term award?

Glass Lewis

  • Voting:
    • Directors: How to voice concerns with directors in the absence of relevant resolutions.
    • Increased Ownership Limitations: Concerns with adopting voting provisions without shareholder approval.
    • Financial Performance: Should current financial performance always be a factor in voting considerations?
    • Non-financial Performance: How should investors respond to a company’s audited non-financial performance outcome.
    • “Abstain” Recommendation: Outside of conflicts of interest, when are abstain votes reasonable?
  • Compensation Matters:
    • Downward Benchmarking: Should pay adjust downwards when companies downsize?
    • LTI Grant Absolute Thresholds: For investors, should there be a ceiling on the LTI grant size, after which additional justification is required?
    • Trade Tariffs: Board response to regional tariffs impacting incentive outcomes.
    • Equity Plans: Ranking which aspects of equity plans most drive adverse voting decisions. Does no disclosure warrant a vote against?
    • Disclosures on SEC guidance: Opinions regarding reporting executive security costs as perquisites.
    • Make-Whole Awards: Should they require the same level of disclosure and assessment as other sign-on awards?
    • Severance Benefits: When are ad hoc adjustments acceptable?
    • Good Leavers: Are executives under ongoing legal scrutiny or serious performance concerns considered good leavers?
    • Market Disturbance: In the event of turbulent markets (e.g. COVID pandemic), LTI grants required additional disclosure and discretion to adjust outcomes. The European defence and aerospace market are experiencing spikes in share prices. Should adjustments or additional disclosures be expected in their remuneration reports?
    • Payouts for Non-financial Performance: Should payouts based on non-financial measures be impacted by poor financial performance?
    • Compensation Plan Disclosures: What aspects of compensation plans are most important to disclose to enable evaluation of effectiveness.
  • Reincorporation: Considerations for reincorporation.
  • Virtual Meetings: Are safety and security concerns valid reasons for virtual only shareholder meetings.
  • Response to Voting Opposition: How should companies respond to significant voting opposition.

ISS and Glass Lewis will publish the survey results a few months after survey close.

Links to their current policy can be found here (see ISS & see Glass Lewis).

See our article on their recent updates (see HERE).