InsideCounsel Editor-in-Chief Erin E. Harrison
As many public companies ready themselves for their annual shareholders’ meetings for the upcoming proxy season, boards of directors are evaluating weighty governance issues of relevance to their respective firms. In the wake of the 2008 financial crisis, corporate governance has taken on a much higher priority, creating issues that are of particular importance to public companies, which are now being held to a higher standard.
Just before the Christmas holiday, I interviewed Gary Retelny, president of Institutional Shareholder Services (ISS), one of the two largest proxy advisory firms in the U.S., to discuss this proxy season’s most pressing issues. This is the focus of this issue’s cover story. During our discussion, Retelny candidly addressed the issue of whether ISS carries too much weight when it comes to proxy votes. The Securities and Exchange Commission (SEC) and other groups have raised questions about the fairness of its recommendations and decision-making.