Proxy advisory firm Institutional Shareholder Services Inc. (ISS) is proposing to beef up its gender diversity policy for Canadian companies starting in 2022.
ISS published its latest proposed benchmark voting policies for comment, which will apply to proxy voting in 2021 and beyond. For Canada, the firm is proposing a couple of changes to its voting policies.
Starting in 2022, ISS will recommend withholding votes from nominating committee chairs or other board members at companies with less than 30% female directors and no plan to reach the 30% level.
Currently, ISS recommends withholding votes for companies that don’t have at least one female director.
“The proposed change is anticipated to align Canadian benchmark policy with prevailing client expectations and the direction in which market participants are heading,” ISS said.
Additionally, ISS is seeking to establish an approach to dealing with proposed exclusive forum by-laws on a case-by-case basis.
ISS said that while exclusive forum by-laws are relatively new to the Canadian market, an increasing number of companies are adopting these provisions, which aim to ensure that shareholder lawsuits can only be brought in companies’ home province.
“With one exception, ISS has not supported exclusive forum proposals in the Canadian market. Exceptions are expected to be rare depending on the factors considered under the ISS policy,” the firm said.
In the meantime, the proposed ISS policy aims to codify its existing approach, “as it is expected that more companies will adopt exclusive forum by-laws,” and to make its policy in this area more transparent.
Along with the changes to Canadian voting policies, ISS is also proposing a variety of measures for other jurisdictions, including a new policy on racial board diversity in the U.S., compensation disclosure requirements in Europe, and a global policy that “will explicitly note that significant risk oversight failures related to environmental and social concerns may, on a case-by-case basis, trigger vote recommendations against board members.”
The proposals are out for comment until Oct. 26. The final policies will be announced in November, and will take effect for annual meetings held after Feb. 1, 2021.