Copyright © 2012 by ISS All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system, without permission in writing from the publisher. Requests for permission to make copies of any part of this work should be sent to: ISS Marketing Department, 702 King Farm Boulevard, Suite 400, Rockville, MD 20850 or marketing@issgovernance.com. www.issgovernance.com 2012-2013 Policy Survey Summary of Results September 2012 [...]... 2.1% Issuers 10.5% 5.3% 0.0% 84.2% Size of the issuance relative to the company’s size and its leverage Investors Very relevant Somewhat relevant Not very relevant Not applicable (my organization does not vote) 79.2% 14.6% 4.2% 2.1% Issuers 10.5% 5.3% 0.0% 84.2% Lack of disclosure of the financial impact of the issuance Investors Very relevant Somewhat relevant Not very relevant Not applicable (my organization... purchase shares of new issuances of stock in the class they own in an amount equal to the percentage of the class they already own 2012-2013 Policy Survey Summary of Results - 30 - © 2012 Institutional Shareholder Services Inc Currently, ISS policy for Continental Europe is to support general-purpose issuance requests with preemptive rights to a maximum of 100 percent of currently issued capital (50... Currently, ISS has a policy on overboarded directors (directors serving on an excessive number of boards) which counts only public company boards Should ISS include other significant directorships in its policy (e.g., private companies, national non-profit organizations, subsidiary company boards)? Investors Issuers Yes 59.0% 17.8% No It depends 23.1% 17.9% 71.3% 10.9% 2012-2013 Policy Survey Summary of Results. .. to ISS standards for peer company size ISS should use the company’s peer group without exception 2012-2013 Policy Survey Summary of Results - 16 - Issuers 15.2% 2.1% 66.7% 24.2% 15.2% 3.0% 34.7% 38.9% © 2012 Institutional Shareholder Services Inc Under a consistent methodology, ISS might need to construct pay-for-performance comparison groups Please rate the importance and relevance of each of the following... Share issuance mandates are a common agenda item in markets whose company law is based on that of the U.K ISS policy on such mandates differs from market to market, reflecting differences in listing rules, company practices, and investor expectations For example, ISS policy for Singapore and India recommends support for a general issuance mandate allowing up to 20 percent of issued capital to be issued... non-binding Investors Issuers Very Relevant 32.3% 61.3% Somewhat Relevant 48.4% 26.7% Not Relevant 19.4% 12.0% 2012-2013 Policy Survey Summary of Results - 26 - © 2012 Institutional Shareholder Services Inc The proportion of directors that each party may nominate in an election Investors Issuers Very Relevant 55.7% 73.3% Somewhat Relevant 29.5% 19.3% Not Relevant 14.8% 7.3% The company's governance practices... with a director resignation policy in the form recommended by the Canadian Coalition for Good Governance In 2012 to date, ISS data shows that 293 companies now have a majority voting and director resignation policy It is anticipated that the Canadian regulators will mandate majority voting for Ontario reporting issuers at a minimum and possibly for all Canadian reporting issuers If majority voting in... companies (companies with public float of less than $75 million) will be required to submit a management say-on-pay proposal (MSOP) and an MSOP frequency proposal for shareholder vote For those companies, which of the following MSOP frequencies would your organization support? Investors Issuers Annual 73.9% 31.0% Biannual Triennial Other 8.7% 10.1% 7.2% 5.6% 42.3% 21.1% 2012-2013 Policy Survey Summary. .. Very Relevant 16.7% 1.7% 1.5% 74.9% Not applicable (My organization does not vote) The company's governance structure Investors Issuers Very Relevant 57.6% 17.7% Somewhat Relevant 27.3% 4.6% Not Very Relevant 13.6% 2.9% 1.5% 74.9% Not applicable (My organization does not vote) 2012-2013 Policy Survey Summary of Results - 24 - © 2012 Institutional Shareholder Services Inc The company's performance (total... Investors Issuers Very Likely (specify) 51.5% 25.5% Somewhat Likely (specify) Not very likely Not Applicable (My organization does not vote) 32.4% 14.7% 5.6% 4.1% 1.5% 64.8% 2012-2013 Policy Survey Summary of Results - 18 - © 2012 Institutional Shareholder Services Inc As part of its pay-for-performance analysis, ISS measures CEO pay based on the proxy statement's Summary Compensation and Grants of Plan-Based . 2012 by ISS All rights reserved. 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