Looking Ahead – ISS 2014 Draft Policies and Proxy Survey Results

• • Looking Ahead Survey Results For Today
• • Looking Ahead Survey Results 2020
• • Looking Ahead Survey Results Explained
• • Looking Ahead Survey Results 2019

Institutional Shareholder Services (ISS) conducts an annual survey to obtain input on corporate governance issues. The survey results are considered by ISS in preparing annual updates to its proxy voting policies. The survey often provides insight into potential ISS policy changes for the upcoming proxy season.

A few weeks ago, ISS released the results of its 2014 proxy voting survey. ISS received more than 500 responses from institutional investors and corporate issuers located within and outside of the United States. The 2013-2014 Policy Survey Summary of Results can be accessed here. This week ISS posted draft 2014 policies for comment here. The draft policies include proposed changes for U.S. companies to Board Response to Majority-Supported Shareholder Proposals and the ISS Pay for Performance Quantitative Screen. The comment period will close on November 4, 2013 and ISS anticipates releasing its final 2014 policy updates in November.

That respondents report they are willing to put in extra effort to get a job done, want to look for ways to do their job better, and believe that the work they do is important. These results continue the positive reporting trend for the previous five years. On the other hand, some of the 2019 results raise concerns. For example, if you included a survey question asking respondents to select their gender, you can create a Compare rule to cross-tabulate and compare the survey results from each gender side by side. To create a Compare rule, click +COMPARE in the left sidebar. Learn More: Compare Rules. Reader survey results & a look at what is ahead Back in the beginning of December I asked all of my dear readers to take a quick survey that I hoped would help me gain additional perspective as to which Such the Spot post topics and design aspects are most well-received and which could use a little fine tuning. With the 2020 growing season about to begin for major field crops such as corn and soybeans, we’d like to walk through the surveys and data used during a complete season of field crop estimation. As a way to help you prepare for the 2020 data releases, we’ll explain in a series of articles the sources of data NASS incorporates into estimates as well as the timing and intention of the data. Today we will review last week’s DataTrek 2021 Look Ahead Survey. Thanks to all who participated! A few particulars We received a total of 307 completed surveys, the vast majority (96%) from the DataTrek community. The remaining 4% came from social media. There were 10 questions in total, 7 required and 3 optional.

Below are highlights of the survey findings and draft policies covering board decision making and executive compensation matters:

1. Board Responsiveness

Last year ISS announced changes to its policy on board responsiveness to majority-supported non-binding shareholder proposals. The 2014 survey included questions eliciting views on board responsiveness to shareholder mandates and what is a reasonable time-frame for the board’s response. The survey results included mixed views from investors and issuers as to whether the board should implement a specific action to address the shareholder mandate or should be free to exercise its discretion and disclose the rationale for any action it takes.

The draft 2014 policies released this week include clarifications of the ISS change in approach and a request for comments. Generally ISS will evaluate the board’s responsiveness in 2014 to majority-supported shareholder proposals appearing on companies’ ballots in 2013. As part of this evaluation, ISS proposes to consider the board’s responsiveness in making its vote recommendations on director elections. The director vote recommendations will be on a case-by-case basis and will consider the board’s rationale (as disclosed in the proxy statement) as a factor in the analysis. ISS requests comments on what factors should be considered in evaluating board responsiveness if a board does not fully implement a majority-supported shareholder proposal and what points should a board’s rationale include in explaining its responsiveness to shareholders.

2. Director Tenure and Director Rotation

The 2014 survey included five questions on director tenure and rotation of director leadership positions. Investor respondents indicated that long director tenure is problematic and can diminish a director’s independence and the board’s opportunity to refresh its membership. In contrast, a significant majority of issuer respondents indicated that a director’s tenure should not be presumed to indicate anything problematic. The length of board service that could cause concern included in the responses was generally more than 10-15 years. Responses of investors and issuers were split as to whether ISS should consider a policy that takes into account director rotation with respect to the board chair, lead director, or chairs of key board committees.

3. Director Assessment

The survey requested feedback on how a director’s current or prior service on boards of other public companies is considered in assessing director performance. Both investors and issuers agreed that a director’s current or prior public company board service should be a focal point in the assessment and listed some specific factors for consideration.

4. Equity Plan Evaluation

ISS has applied a case-by-case approach on recommendations for equity based compensation plan proposals. Generally ISS recommends a vote against plans with high cost/dilution, problematic features, or lack of compliance on best practices in certain markets. In the 2014 survey, ISS asked for input in the event ISS moves to a more holistic approach as to the factors and weights that should be considered (positively or negatively) in equity plan evaluations. Investors weighed performance conditions on awards the highest, then cost of the plan and other plan features including burn rate/historical usage of shares and prior history of repricing. Issuers focused on the cost of the plan, other plan features and plan administration.

5. Pay-for-Performance Quantitative Screen

The 2014 draft policy updates includes a potential change to the ISS quantitative pay-for-performance screen. ISS uses the measure as a screen to identify companies with a potential pay-for-performance misalignment that would trigger a deeper qualitative analysis of the pay program. The proposed changes simplify the methodology for calculating the relative degree of alignment and use a single 3-year measure. The proposed method would calculate the difference between the company’s total shareholder return (TSR) rank and the CEO’s total pay rank within a peer group, as measured over a three-year period. ISS requests feedback on the proposed change.

Action Items

In preparation for final year-end board meetings and the upcoming 2014 proxy season:

• Be aware of ISS current focus areas – directors and boardroom decision-making in addition to alignment of executive pay and company performance;
• Consider the 2014 survey results and the difference in views among investors and issuers;
• Consider commenting on the ISS draft 2014 policies on board responsiveness and changes to the pay-for-performance quantitative screen; and
• Monitor the final 2014 policy updates and the potential impact to the company.

You can view and analyze your results at any time during the collection process in the Analyze section of the survey. Here you can see a summary view of your data; browse individual responses; create and export dynamic charts; use filter, compare, and show rules to analyze specific data views and segments; view and categorize open-ended responses, and easily download your results in multiple formats.

Viewing Survey Responses

You can view summaries of each survey question, or browse through individual survey responses.

Viewing Question Summaries, the default Analyze view, gives you quick insight into the overall results of your survey. For close-ended questions, dynamic charts are generated automatically for visual analysis.

Viewing Individual Responses is useful if you'd like to view each respondent's complete set of answers to your survey. Additionally, each individual response includes respondent metadata, allowing you more insight into:

• Who submitted the response (if you tracked responses)
• The collector through which the response was submitted
• The start and end date and time
• The time spent entering a response
• Response completeness
• The IP address of the respondent

To browse individual responses, click the Individual Responses tab toward the top of the Analyze page. Use the left and right arrows to navigate through each response.

You can view open-ended responses under the Question Summaries tab and under the Individual Responses tab. When you view an open-ended question in the Question Summaries area, you may need to click the Responses link to view all responses.

With some paid plans, you can use the text analysis features to identify and tag recurring words or themes in your responses.

Learn More: Viewing a Specific Comment in the Analysis

Using Rules to Analyze Data

After viewing the overall Question Summaries, you can create rules to answer more specific questions about your data. Filter, Compare, and Show rules allow you to focus in on specific subsets of your data, so you can analyze your results in a way that's most meaningful to you.

Paid users may create an unlimited number of rules. Free users may create one rule.

Use filter rules to focus on a specific subset of your data based on certain criteria that you define. When a filter is applied, only results that meet that criteria will show in the filtered view. Filters carry over to both the Question Summaries and Individual Responses tabs.

For example, if you only want to view responses submitted within a certain time frame, create a Filter by Time Period. If you only want to see responses from Females who submitted responses within that time frame, create a Filter by Question & Answer and apply both filters at once.

You can filter your results by:

• Question & Answer
• Collector
• Completeness
• Time Period
• Respondent Metadata

To create a Filter rule, click +FILTER in the left sidebar.

Learn More: Filter Rules

Compare rules allow you to cross-tabulate your data to compare the answer choices to one question across the rest of the survey. In statistical terms, it is a joint distribution between two (or more) discrete variables such as product usage and demographics.

For example, if you included a survey question asking respondents to select their gender, you can create a Compare rule to cross-tabulate and compare the survey results from each gender side by side.

To create a Compare rule, click +COMPARE in the left sidebar.

Learn More: Compare Rules

You can use Show rules to display only certain survey questions or pages in the result summary. If you're only interested in analyzing certain questions or pages in your survey at a time, creating a Show rule will help you focus on those parts of the survey without the clutter of the rest of your survey.

For example, if you used skip logic in your survey to direct certain respondents to different questions based on their answers to previous questions, you can create a Show rule that contains only the questions included in that logic path for easier analysis.

To create a Show rule, click +SHOW in the left sidebar.

Learn More: Show Rules

A View is a snapshot of your data made up of any Filter, Compare, or Show rules that you apply to the survey results. With any paid plan, you can save views so that you can easily toggle back and forth between different views of your data at any time, without having to constantly recreate them.

Learn More: Views

Exports

With any paid plan, you can download your results in a variety of formats. You can keep an offline copy of your survey results, send the exports to others, download individual responses for printing, or export your raw data for further analysis.

Exports are available on paid plans.

Summary data exports contain the response percentages, response counts, and open-ended responses (optional). The PDF, PPT, and Excel exports also include presentation-ready graphs and charts.

To export Summary Data, click the Save As button in the upper right corner of the Analyze page, select Export file, and select All summary data.

Learn more: Exports

All responses data exports allow you to download your survey's raw data for further analysis. All responses data spreadsheet exports are available in many formats. You may also download individual responses in PDF format for easy printing and sharing.

To export All Responses data, click the Save As button in the upper right corner of the Analyze page, select Export file, and select All responses data.

Learn more: Exports

Exporting Individual Responses produces a PDF document that contains each respondent's full answer set, as well as respondent metadata. You can also export one single response under the Individual Responses tab in the Analyze section.

To export Individual Responses to PDF, click the Save As button in the upper right corner of the Analyze page, select Export file, and select All individual responses.

Learn more: Exports

• Looking Ahead Survey Results For Today

Under the Question Summaries tab (the default view), charts are generated for each close-ended or numerical textboxes question in the survey.

To export a chart:

1. Click Export in the upper right corner of the question.
2. Choose Question chart only
3. Click Export.

Learn more: Creating & Exporting Custom Charts

Get answers

• Looking Ahead Survey Results 2020

Start making better decisions with the world's leading survey platform.

• Looking Ahead Survey Results Explained

Already have an account? Log in for faster support.

• Looking Ahead Survey Results 2019