ISS DRAFT REVIEW PROCESS
FOR CANADIAN ISSUERS
ISS provides companies in the S&P/TSX Composite index the opportunity to review the factual accuracy of the data included in ISS’ pending proxy analyses. For Canada, S&P/TSX Composite Index companies are those most widely held by our clients and generally have the most complex disclosures, and are therefore provided with this review opportunity.
This review process, subject to the other provisions discussed below, is open to those companies in Canada in the S&P/TSX Composite Index who elect to participate by providing us with contact information for the internal recipient(s) designated to receive review-related correspondence.
By electing to participate in ISS’ draft review process, companies agree to follow the process described below. Given the volume of proxy analyses handled by ISS during the height of proxy season, we are unable to make exceptions to this process, including the manner in which comments are solicited and the time frames described below.
ELIGIBILITY & ELECTION PROCESS
To receive a draft, companies must have pre-registered on this site. Sign-up is required by January 31st for companies with annual shareholder meetings during proxy season (March through June), and at least 35 days in advance of the meeting date for companies with annual meetings outside of proxy season. Companies should plan to resubmit this information on an annual basis. Once registered, changes to the contact list can be made up until the draft report is sent. Please enter the new full list of contacts each time. We will send draft review copies only to contacts within your company (in other words, not to outside advisors).
ADDITIONAL INFORMATION
- There is no cost to companies for the draft review.
- Drafts are provided only for the proxy analyses for annual meetings, not special meetings, and not for any meeting where the agenda includes a merger or acquisition proposal, proxy fight, or involve a situation that ISS, in its discretion, considers to be of a controversial nature.
- To ensure timely delivery of our analyses to our clients, we cannot provide a draft to any company that files its circular less than 30 days before its meeting.
- Drafts are always provided on a “best efforts” basis. ISS cannot guarantee that an issuer will have the opportunity to review a draft analysis. Therefore, neither an issuer’s presence in the S&P/TSX Composite Index nor the provision of contact information to ISS through this site is a guarantee that an issuer will receive an opportunity to review its draft proxy analysis.
- For determining which companies are eligible for a draft review, ISS uses the S&P/TSX Composite constituent list as of December 31st for annual meetings occurring during the following proxy season. Following June 30th of each year, we update this list to reflect the index changes in real time.
HOW THE DRAFT REVIEW PROCESS WORKS
- Draft reports will generally be emailed to company contacts approximately two to three weeks before an issuer’s annual meeting. During the height of proxy season, the time frame will likely be closer to two weeks before the meeting. The draft will be sent from: DraftReceivers@issgovernance.com. All responses to the draft should be sent only to that email address. ISS will not consider comments delivered via phone or email to individual analysts or to ISS’ Research Helpdesk.
- The cover letter accompanying the draft report will specify the deadline for the company’s comments, generally within 24-48 hours after it is distributed. Comments received outside of the deadline are unlikely to be considered before publication of the ISS analysis.
- If the company has no factual corrections or comments on the draft, the company should respond within the deadline to indicate that there are no comments. Non-responsiveness may result in the company not receiving a draft in future years.
- The draft will be sent in either Microsoft Word format or in PDF format. Companies provide their comments and factual corrections by using Word’s “track changes” and comments features, or as “notes” to the PDF, and/or in their reply email.
- Note that an issuer’s QualityScore is not included as part of the draft review process.
- For meetings on or after January 1, 2021, composite constituents that file as U.S. Domestic Issuers will no longer be eligible to review draft reports.
Again, the purpose of this review process is to allow companies to verify the facts contained in our draft report. Issuers should focus any comments on the facts contained in the draft analysis. The draft review process is not intended to facilitate engagement around ISS’ applicable voting policies and/or ISS’ interpretation and application of those policies. ISS’ proxy voting policy guidelines, as well as comprehensive FAQs, are publicly available to assist issuers and others in understanding how ISS prepares its proxy analyses and engages with issuers. These are available through our Policy Gateway.
ISS’ proxy analyses are prepared using only publicly available information and ISS does not solicit or accept material non-public information from issuers (or others). Any information that a company provides during the draft review process must be publicly available through sources such as public filings or press releases. Each issuer acknowledges, however, that ISS may disseminate to its clients any and all information that a company provides as part of the draft review process.
CONFIDENTIAL
All draft analyses distributed to an issuer are considered completely confidential. By providing contact information, issuers agree not to distribute the proxy analysis draft (or portions thereof) nor communicate the content or substance of the draft (including proposed vote recommendations), except to those in their company who have a legitimate business need to see it as part of the review process, and with outside advisors who also have a legitimate need to see it and who agree in turn to adhere to the same confidentiality restrictions applicable to the company.
Any public release or redistribution of a draft analysis or the information contained therein may result in forfeiture of eligibility to review future draft reports.
WHAT TO EXPECT FOLLOWING REVIEW
ISS is committed to considering all appropriate comments received through the draft review process and whether or not any particular input enhances the proxy analysis. We are not, however, obligated to indicate what changes will or will not be incorporated into the final analysis. In addition, all information in ISS’ proxy analyses is subject to change at ISS’ discretion.
ISS cannot delay delivery of an analysis pending public disclosure of changes to an issuer’s governance structure or practices. If, subsequent to delivery of an analysis, an issuer notifies ISS of pertinent new information that is publicly available, ISS may, at its discretion, provide an updated analysis (or Alert) to its clients.
ISS must receive the written comments from the company before it will consider having a conversation with company representatives. Any additional communication between ISS and a company or its representatives is at ISS’ discretion. During proxy season, issuers should expect that only truly exceptional situations will warrant engagement prior to, or following, publication of ISS’ proxy analysis.
CONTACT INFORMATION FORM
Please complete this form to provide contact information for inclusion in the draft review process.
CASL Compliance: By submitting the form below you are granting Institutional Shareholder Services Inc. (and its affiliated companies, including ISS Corporate Solutions, Inc., collectively, “ISS”), permission to email you including marketing, product, event-related and other commercial emails. You can revoke permission to email at any time by using the unsubscribe link or by emailing marketing@issgovernance.com. ISS is headquartered at 702 King Farm Blvd., Suite 400, Rockville, Maryland (USA) 20850.
