Additional procedures in France regarding the disclosure of draft proxy advisory reports Pursuant to AMF Recommendation No. 2011-06 of 18 March 2011 on Proxy Advisory Firms
For a number of years, ISS has been providing French corporate issuers with an opportunity to review the factual accuracy of the data included in ISS’ pending proxy analyses. ISS believes that this review process helps improving the accuracy and quality of its analyses, an outcome that is in the best interests of both the institutional investors for whom the analyses are prepared, as well as for the issuers that are the subject of these reports.
This review process is open to those issuers who elect in advance of proxy season to participate by providing us with contact information for the recipient(s) of review-related correspondence. By electing to participate in ISS’ draft review process, issuers agree to follow the process described below.
To improve the efficiency of the dialogue with issuers, ISS is introducing an electronic process through registration on its website. This will facilitate the request of the draft analysis. This process concerns in a first stage the French listed companies of the CAC 40 index and might be extended to a larger group of French listed companies.
ELECTION PROCESS
Further to the terms of the AMF Recommendation, in addition to foregoing provisions of this policy, the provision of a draft proxy advisory report to issuers listed in France is subject to the following conditions:
- Each year, the issuer submits a written request for this facility at this e-mail address with “ISS Draft request” as subject;
- Such request is received by ISS preferably before the 31st of March and no later than 35 days prior to the date of the general meeting;
- Materials relating to the general meeting set forth in the exhibit to this policy should be available at the latest 35 days before the general meeting. ISS France research team thanks companies in advance for notifying ISS upon publication of shareholder meeting materials.
SCOPE OF REVIEW
The purpose of providing a company with a draft report of its analysis is to allow the company to check the information prior to publication, thus allowing us to provide more accurate reports to our clients. It is not considered an opportunity for the company to lobby for a voting recommendation.
The point of view of issuers will be reflected in our proxy advisory reports when the information is useful in helping our institutional clients make a more informed voting decision. In those instances, ISS may consider including quotes received in English from issuers.
No draft will be sent if the resolutions submitted to the general meeting concern merger and acquisitions, proxy fights or either resolution analyzed by ISS as contentious.
TIMING
Subject to these conditions being met, we will use good faith efforts to provide the draft proxy advisory report to the issuer by electronic means 24 hours prior to publication to our clients for fact checking purposes. Such disclosure remains subject to our overriding obligation to deliver proxy advisory report to our clients prior to voting cut-offs and in accordance with contractual service level commitments. No comments received after this period will be taken into account in the final report sent to our clients; this being said, ISS will decide about the opportunity to issue a complementary report.
DISSEMINATION OF PROXY ANALYSES
Proxy advisory reports are copyrighted works which are the valuable intellectual property of ISS. Any prior disclosure of our research reports to issuers, whether in France or elsewhere, is made on the condition of strict confidentiality and under no circumstances is an issuer to publish or otherwise disseminate all or part of the report. We reserve the right to withhold disclosure in future years to an issuer which fails to observe this obligation of confidentiality, notwithstanding that the conditions for disclosure prescribed by the AMF Recommendation may have been met.
CONTACT INFORMATION FORM
Please complete the form below to provide contact information for inclusion in the draft review process. Items marked with a red star* are required. This information will be used solely for the purpose of distributing draft reports as outlined in the process above and will not be shared with any third parties or ISS affiliates.
