ISS Announces Rebranded Governance Rating System and New Factors
ISS has announced the adoption of QualityScore, a benchmark of corporate governance. QualityScore was previously known as QuickScore, and before that by the monikers “GRId” and “CGQ.” Information on QualityScore’s methodology can be found here.
For US companies, the following is a list of some different factors considered in QualityScore as compared to the prior methodology:
- Proportion of women on the board
- Proportion of non-executive directors on the board for less than six years
- Any other mechanisms to encourage director refreshment
- Confirmation of a formal CEO and key executive officers succession plan
- Material failures of governance
- Adequate response by the board to low support for certain management proposals in the U.S.
- Employment of at least one metric that compares the company’s performance to a benchmark or peer group
- Tenure of the external auditor
- Exclusive venue/forum provision
- Fee shifting provision
- Representative claim limitation or other significant litigation rights
- Proxy access bylaw provisions, including:
- Ownership thresholds
- Ownership duration thresholds
- Cap on shareholder nominees to fill board seats
- Aggregation limits on shareholders to form a nominating group
- Whether the company can classify its board without shareholder approval
- Whether shareholders have the right to amend the bylaws
- Whether the company can materially modify its capital structure without shareholder approval
For more information on the new factors, you can download the QualityScore technical document here.
Issuers who would like to verify the data used to calculate their QualityScore can find more information here.
Contact Steve Quinlivan for more information.