Here you’ll find this year's editions of ISS Governance Service's annual publications, as well as new publications. *All publications are available ONLY in electronic format for immediate download upon credit card purchase. |
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| Board Practices 2008 One of ISS Governance Services’ most popular reports this year shows a marked spike in the number of companies disclosing the existence of a succession committee. In addition, the prevalence of separate board chairs rose four percentage points to 45 percent, offsetting a surprising four point decline in the prevalence of lead directors, which now stands at 53 percent. Study firms continue to move toward allowing for annual elections of directors with just 40 percent of S&P 500 maintaining staggered boards as of their most recent proxy filings. These are just a few key findings and trends reported in Board Practices 2008, which covers topics such as board leadership, board committees, service on multiple boards, and related topics. Two detailed appendices provide stock ownership guidelines for study companies, as well as a snapshot of key board practices, such as average board independence levels, key committee independence levels, and other data. NOTE: Unlike previous years’ editions, this year’s study does not provide findings on trends in director pay. This year’s study, focusing exclusively on board practices, examines 1,425 S&P Super 1,500 companies, reflecting their most recent disclosures for annual shareholder meetings through June 30, 2007. The data analyzed were extracted primarily from proxy statements filed with the Securities and Exchange Commission. Please contact bookstore@riskmetrics.com for specific questions before ordering. All sales are final. | | Social Policy Shareholder Resolutions in 2007 This February 2008 report reviews shareholder activity on social policy issues in 2007, looking both at what happened to the resolutions proposed to corporations and at the attitudes of major institutional investors that voted on them. The 2007 proxy year broke records in the social policy sphere. The vote average reached 15.3 percent, a full two percentage points higher than the previous record set only the year before. The number of resolutions proposed also hit a new high, reaching 384, up from 367 in 2006. Sixty-four social issues proposals received support from more than 15 percent of the shares voted, 10 more than the year before, and the 33 of those that got better than 30 percent support doubled the number of top scorers in 2006. To put this in context, as recently as 2000 only about 20 proposals had passed the 10 percent mark that enables proponents to indefinitely resubmit a proposal. |
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| State Takeover Laws State Takeover Laws features a comprehensive review of the 10 most common anti-takeover provisions currently found in U.S. state laws including control share acquisition; control share cash-out; fair price; freeze-out; and directors’ duties. The publication profiles each state’s anti-takeover statutes, organized alphabetically by state, which summarize each state’s major takeover-related provisions. These profiles are designed for practitioners, executives and researchers who do not have time to wade through the full text of the statute. Each element of the law—the specific terms, the rules regarding applicability and coverage, the effective date, the citation—is identified and categorized. | | Stock Plan Dilution 2007 The 2007 study examines the potential equity dilution from stock incentive plans at a total of 1,438 companies in the Standard & Poor’s 500, MidCap, and SmallCap indices. Companies included in the study had fiscal year-ends between April 1, 2005, and March 31, 2006, and filed their proxy statements with the SEC on or before July 31, 2006. The study focuses on average total dilution, or "overhang," as well as extraordinary dilution levels, shareholder voting opposition to recently proposed plans, and regulatory and other developments affecting stock-based incentive plans. |
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This biennial study reviews the anti-takeover provisions, deployed by roughly 2,000 companies and provides summary details and key trends on the issue for institutional investors, corporate secretaries, law firms, and any other organization that needs a comprehensive resource at their fingertips. | ||
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All sales are final and non-refundable. For ISS Governance Bookstore questions, please email bookstore@riskmetrics.com. |