Glass Lewis and ISS proxy guidelines for 2024

Glass Lewis and ISS have set out their updated views on current market practice and voting recommendations for AGMs in 2024.

Glass Lewis proxy guidelines for 2024

Glass Lewis has published its 2024 UK Benchmark Policy Guidelines, which include:

  • Cyber risk oversight: where a company has suffered a material cyber incident, it should provide periodic updates to their shareholders. Glass Lewis may recommend voting against certain directors in the event it concludes that the board’s oversight or response (including disclosure) to a cyber incident were lacking.
  • Remuneration: to improve alignment between the interests of shareholders and the executives, companies should have minimum shareholding requirements for executives, to last through their appointment and for a set period thereafter.
  • Director attendance levels: whilst Glass  Lewis would usually recommend a vote against a director who has failed to attend at least 75% of the board meetings, the guidelines have been amended to clarify that this policy will not apply where the company has disclosed that there are exceptional circumstances explaining the absences.

ISS proxy guidelines for 2024

Changes to the ISS proxy voting guidelines include:

  • Board diversity policy is streamlined in light of the changes to the Listing Rules on diversity and inclusion;
  • clarification that, when assessing whether a director who represents a significant shareholder will be considered independent, holding of 3% or more will be considered "significant"; and
  • Share issuances policy updated to reflect the changes made to the IA's Share Capital Management Guidelines in February 2023.

The guidelines are effective for meetings held on/after 1 February 2024.

Published 31 December, 2023

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