Institutional Shareholder Services (ISS) has published updates to its UK proxy voting guidelines for 2025, alongside an executive summary of the changes. The updated guidelines will apply to meetings held on or after 1 February 2025.
The changes made to the 2024 edition of the guidelines include:
- Board diversity – clarifying that, under the UKLRs, listed companies are required to report against the targets for board gender and ethnic diversity set out in the UKLRs, rather than being required to actually meet the targets (though the guidelines note that investors expect higher diversity standards from FTSE 350 companies and that generally progress against the targets will be evaluated);
- Remuneration – updating the policy to ensure that it reflects the latest IA Principles of Remuneration (published in October 2024, see our blog post here) and the 2024 Corporate Governance Code, including the changes introduced in the Principles and the Code in relation to malus and clawback, and dilution limits in LTIPs; and
- Updating references to UKLRs – reflecting the adoption of the new UKLRs in July 2024 and the replacement of the premium and standard listing categories with the new listing categories.
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