Governance

QualityScore
METHODOLOGY GUIDE
Published: September 30, 2021

www.issgovernance.com
© 2021 ISS | Institutional Shareholder Services and/or its affiliates
September 2021 v5.4
 ISS ESG Governance QualityScore
Overview and Updates

TABLE OF CONTENTS
Overview .............................................................................................................................................................................................. 4

Coverage............................................................................................................................................................................................... 6

Coverage Adjustments.................................................................................................................................................................... 8

Summary of Updates ....................................................................................................................................................................... 9

Scoring Methodology ........................................................................................................................................................... 12

Governance QualityScore Factor Criteria ............................................................................................................................ 13

Board Structure Category .......................................................................................................................................................... 13

Board Composition ............................................................................................................................................................... 13

Key Committee Composition ............................................................................................................................................ 19

Board Commitments ............................................................................................................................................................ 29

Board Policies.......................................................................................................................................................................... 32

Related-party Transactions ............................................................................................................................................... 35

Diversity and Inclusion ....................................................................................................................................................... 36

Board Structure Controversies ........................................................................................................................................ 41

Compensation/Remuneration Category.............................................................................................................................. 45

Pay-For-Performance .......................................................................................................................................................... 45

Non-Performance-based Pay ............................................................................................................................................ 47

Use of Equity ............................................................................................................................................................................ 49

Equity Risk Mitigation ......................................................................................................................................................... 53

Non-Executive Pay ................................................................................................................................................................ 59

Communications and Disclosure..................................................................................................................................... 60

Termination ............................................................................................................................................................................. 65

The Global Leader in Corporate Governance & Responsible Investment 2 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Compensation Controversies ........................................................................................................................................... 68

Shareholder Rights & Takeover Defenses ........................................................................................................................... 71

One Share, One Vote ............................................................................................................................................................. 71

Takeover Defenses ................................................................................................................................................................ 76

Litigation Rights ..................................................................................................................................................................... 82

Meeting and Voting-related Issues ................................................................................................................................. 83

Shareholder Rights – Other Issues ................................................................................................................................. 93

Audit & Risk Oversight ................................................................................................................................................................ 95

External Auditor..................................................................................................................................................................... 95

Audit and Accounting Controversies ............................................................................................................................. 97

Information Security Risk Oversight .......................................................................................................................... 100

Information Security Risk Management ................................................................................................................... 101

Audit - Other Issues ........................................................................................................................................................... 103

Appendix I: Event-driven Data Updates............................................................................................................................ 105

Appendix II: Governance QualityScore Factor Methodology and Region Applicability ................................ 107

Appendix III: Region-specific Factor Methodology ...................................................................................................... 125

Addendum ..................................................................................................................................................................................... 181

The Global Leader in Corporate Governance & Responsible Investment 3 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Overview
ISS ESG Governance QualityScore (GQS) is a data-driven scoring and screening solution designed to help
institutional investors monitor portfolio company governance. At both an overall company level and along
topical classifications covering Board Structure, Compensation, Shareholder Rights, and Audit & Risk Oversight,
scores indicate relative governance quality supported by factor-level data. That data, in turn, is critical to the
scoring assessment, while historical scores and underlying reasons prompting scoring changes provide greater
context and trending analysis to understand a company’s approach to governance over time.

With the continued and growing focus on investor stewardship and engagement, alongside the global
convergence of standards and best practices, governance plays an increasingly prominent role in investment
decisions. As an extra-financial data screening solution, the Governance QualityScore methodology delivers
several key benefits.

Employs robust governance data and attributes. Governance attributes are categorized under four topical
categories: Board Structure, Shareholder Rights & Takeover Defenses, Compensation/Remuneration, and Audit
& Risk Oversight. Governance QualityScore calls upon a library of more than 230 governance factors across the
coverage universe, of which up to 127 are used for any one company (defined by region). Governance
QualityScore highlights both potentially shareholder-adverse practices at a company, as well as mitigating
factors that help tell a more complete story. The underlying dataset is updated on an ongoing basis as company
disclosures are filed, providing the most-timely data available in the marketplace.1

Incorporates Company Disclosures. Information included in Governance QualityScore includes that drawn from
the annual filing of companies’ proxies, annual reports, 10-Ks, circulars, meeting notices, and other publicly
disclosed materials related to a company’s annual general meeting (AGM). Those data are augmented by
proprietary analytics and information stemming from ISS analyses, interpretations, and proxy voting policies and
subsequent recommendations to our clients for these shareholder meetings. While companies have the ability
most of the year to submit changes to Governance QualityScore answers, this ability is restricted between the
dates when the company files its proxy or meeting materials and the publication of ISS’ proxy analysis for the
company’s annual meeting. During the blackout period, the company’s online Governance QualityScore profile
and data is frozen and does not reflect the latest information being gathered for the proxy analysis. Once the
proxy research report is published and released to ISS’ clients, companies are once again able to review their
Governance QualityScore data profiles and provide updates through the Data Verification tool.

The Governance QualityScore profiles available online are updated once daily, at approximately 5am ET (10 AM
UTC). Therefore, when the ISS proxy analysis is released containing the updated Governance QualityScore scores

----------------------
1 Please see Appendix I for more discussion of event-driven updates.

The Global Leader in Corporate Governance & Responsible Investment 4 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

after the daily update, the online website will not yet reflect these updated scores and information. The updated
online score and profile will be viewable the following day after the next daily update.

Leverages ISS’ global footprint and industry leadership. Governance QualityScore leverages ISS’ industry
leading global footprint, which includes deep legal and language expertise across key global capital markets,
including many of those within the coverage universe. Factors used to assess risk-related concerns for a given
company in each market are based on the same principles that form the foundation of ISS’ global benchmark
voting policy. Developed through an extensive, transparent, and inclusive process, these policies reflect best
practices across jurisdictions, as well as the views of institutional investors, issuers, and governance practitioners
worldwide. The Governance QualityScore factor methodology is aligned with ISS’ benchmark proxy voting policy
to ensure it is up-to-date and tailored to address appropriate variations in governance practices across global
capital markets. (For more on ISS benchmark policies and their formulation, visit
www.issgovernance.com/policy.)

Presents at-a-glance governance rankings relative to index and region. Governance QualityScore features
company-level decile scores, presented as integers from 1 through 10, plus underlying category scores using the
same scale that together provide a clear understanding of the drivers of a company’s governance risk. A score in
the 1st decile indicates higher quality and relatively lower governance risk, and, conversely, a score in the 10th
decile indicates relatively lower quality and higher governance risk. These scores provide an at-a-glance view of
each company’s governance risk relative to their index and region. The individual factor breakdown takes a
regional approach in evaluating and scoring companies, to allow for company-level comparisons within markets
where corporate governance practices are similar.

Provides global governance factor comparability. In 2017, Governance QualityScore refined its in-depth
regional focus to include more factors that are applicable across all markets. The number of global core factors
currently stand at over 30 overall, applicable to at least 29 countries. The global core factors provide more data
to assess and benchmark governance risk, allow for an increased gradation in scoring, and results in more
comprehensive governance profiles. The methodology ensures that companies within a given region/country
have a core base of factors that are comparable to other companies globally, to provide greater benchmarking
capabilities.

For further information on Governance QualityScore methodology, please review our website:
https://www.issgovernance.com/solutions/qualityscore/ or submit a case to the ISS Help Desk:
https://issgovernance.service-now.com/csp

The Global Leader in Corporate Governance & Responsible Investment 5 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Coverage
Governance QualityScore global coverage comprises approximately 6,000 publicly traded companies in 30
markets, including constituents of the following major indices: S&P 500, Russell 3000, S&P/TSX Composite,
STOXX600, ASX 300, NZX 50, Nikkei 400, and local European market indices including the U.K. FTSE All-Share (ex-
investment trusts.) Governance QualityScore also includes widely-held companies in ISS’ coverage universe for
Brazil, China, Hong Kong, India, and other countries. The term "widely held" refers to companies that ISS
designates as such based on their membership in a major index, market capitalization, or the number of ISS
clients holding the securities.

Table 1: Americas coverage

GQS Region Country Coverage

Canada Canada S&P/TSX Composite Index
Canada Small Cap Canada S&P/TSX Small Cap Index
Latin America Brazil Widely held companies
US - R3K United States FTSE Russell 3000 Index*
US - S&P500 United States S&P 500 Index

* Includes S&P 400 and S&P 600 companies excluded from FTSE Russell 3000 Index and excludes Russell 3000
companies in the S&P 500 Index

Table 2: Asia-Pacific coverage

GQS Region Country Coverage

AsiaPac China Widely held companies

AsiaPac Hong Kong Widely held companies

AsiaPac Singapore Straits Times Index (STI)

Australasia Australia S&P/ASX 300 Index

Australasia New Zealand S&P/NZX 50 Index

India India Widely held companies

Japan Japan JPX-Nikkei 400

South Korea South Korea KOSPI 100 Index

The Global Leader in Corporate Governance & Responsible Investment 6 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Table 3: EMEA coverage

QS Region Country Coverage

- European (multiple) STOXX 600 Index

Africa South Africa FTSE JSE-40, JSE-MidCap Indices

Anglo Ireland ISEQ 20 Index

Anglo United Kingdom FTSE All-Share Index (ex-investment trusts)

Germanic Austria ATX 20 Index

Germanic Germany DAX30/MDAX50/SDAX 50/TecDAX

Germanic Switzerland SMI 20, SMIM 30 Index

Nordic Denmark OMX Copenhagen 25, Nasdaq Nordic Large Cap

Nordic Finland OMX Helsinki 25, Nasdaq Nordic Large Cap

Nordic Norway OBX 25, Nasdaq Nordic Large Cap

Nordic Sweden OMX Stockholm 30 Index, widely held

Russia Russia RTS 50 Index, widely held

Southern Europe Greece FTSE ATHEX Large Cap Index 25

Southern Europe Italy FTSE-MIB, FTSE-Midcap Index

Southern Europe Portugal PSI 20 Index

Southern Europe Spain IBEX 35 Index

Western Europe Belgium BEL 20 Index

Widely held companies within the CAC All-

Western Europe France
Tradable, SBF 120 Index

Western Europe Luxembourg LuxX Index

Western Europe Netherlands AEX25, AMX25 Indices

The Global Leader in Corporate Governance & Responsible Investment 7 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Coverage Adjustments
The Governance QualityScore universe undergoes periodic coverage updates to reflect changes in the
underlying index constituents. Most ex-US markets are updated annually in January to reflect year-end index
rebalancing. Therefore, in most markets, changes are held until the beginning of the year, with a notable
exception being the US Russell 3000, which takes place in early July after its annual index reconstitution in June.
The following markets have a more frequent rebalance schedule; however, except for delistings or mergers,
potential index drops are held until year-end (July for Russell 3000) to minimize volatility in the coverage
universe.

Table 4: Coverage Adjustment Schedule

QS Region Country Coverage Rebalance Frequency

Australasia Australia S&P/ASX 300 Index Quarterly Adds

Canada Canada S&P/TSX Composite Quarterly Adds

Widely-held within the CAC

W. Europe France Quarterly Adds
All-tradable + SBF 120

Anglo Ireland ISEQ 20 Index Quarterly Adds

Japan Japan JPX-Nikkei 400 Semi-annual

FTSE JSE-40, JSE-MidCap

Africa South Africa Quarterly Adds
Indices

FTSE All-Share Index (ex-

Anglo United Kingdom Quarterly Adds
investment trusts)

USA United States S&P 500 Index Quarterly Adds

Quarterly IPO Adds

USA United States Russell 3000 (ex. S&P 500)
All other updates: July

- European (multiple) STOXX 600 Index Quarterly Adds

All other All other Refer to Tables 1, 2 and 3 Annual

The Global Leader in Corporate Governance & Responsible Investment 8 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Coverage Adjustment Notes:

› ISS, at its discretion, will exclude companies from the Governance QualityScore coverage universe if they do not meet
ISS’ requirements for data collection or disclosure. In most cases, Foreign Private Issuers are withheld from coverage.
› ISS may retain a limited number of publicly traded companies that would have otherwise been dropped from coverage
in order to minimize volatility in the coverage universe and meet the needs of its clients.
› Effective February 2020, ISS will expand its coverage to include additional “widely-held” companies outside of the
stated indices in certain countries to meet the needs of its clients.
› While new companies are added to the coverage universe per the above schedule, scores will not be available until all
Governance QualityScore factors are collected (generally after the company files its next annual proxy, annual report,
or meeting circular).
› Private and inactive companies are removed from the scored universe as soon as they are determined to be no longer
publicly traded.

Summary of Updates
The Governance QualityScore annual methodology review ensures the approach remains closely aligned with
the ISS’ benchmark voting policies and reflect developments in regulatory and market practices.

January 2021 Methodology Updates

Governance QualityScore methodology will be enhanced to provide users with deep insights into the
governance of information security risk through the introduction of eleven new factors across two new
subcategories, Information Security Risk Management and Information Security Risk Oversight, within the Audit
category. Additionally, ISS ESG is enhancing the Diversity and Inclusion subcategory with a factor that examines
ethnic and racial diversity on the board. The Compensation category will include a new factor that evaluates the
level of disclosure of diversity and inclusion performance metrics and two new factors that will assess the
presence and proportion of special grants awarded to executives. Within the Board category, a new factor will
evaluate the independence of the sustainability committee as more companies begin to delineate
responsibilities for environmental and social oversight within the board. Moreover, another factor will evaluate
the presence of familial relationships between directors. In total, seventeen new factors will be added, making
this the largest Governance QualityScore methodology release in recent years.

Governance QualityScore has also rebalanced certain existing factors into the new Board Commitments
subcategory, largely themed around director overboarding and attendance issues, and into the new Litigation
Rights subcategory.

The Global Leader in Corporate Governance & Responsible Investment 9 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

New Factors as of February 5th, 2021:

Audit (Information Security Risk Oversight)

› What percentage of the committee responsible for information security risk is independent? (Q403)
Market Applicability: All regions excluding Japan and South Korea
› How often does senior leadership brief the board on information security matters? (Q404)
Market Applicability: All regions excluding Japan and South Korea
› How many directors with information security experience are on the board? (Q405)
Market Applicability: All regions excluding Japan and South Korea

Audit (Information Security Risk Management)

› Does the company disclose an approach on identifying and mitigating information security risks? (Q402)
Market Applicability: All regions excluding Japan and South Korea
› What are the net expenses incurred from information security breaches over the last three years relative to
total revenue? (Q406)
Market Applicability: US
› Has the company experienced an information security breach in the last three years? (Q407)
Market Applicability: All regions excluding Japan and South Korea
› What are the net expenses incurred from information security breach penalties and settlements over the
last three years relative to total revenue? (Q408)
Market Applicability: US
› Has the company entered into an information security risk insurance policy? (Q409)
Market Applicability: All regions excluding Japan and South Korea
› Is the company externally audited or certified by top information security standards? (Q410)
Market Applicability: All regions excluding Japan and South Korea
› Does the company have an information security training program? (Q411)
Market Applicability: All regions excluding Japan and South Korea
› How long ago did the most recent information security breach occur (in months)? (Q412)
Market Applicability: All regions excluding Japan and South Korea

Board Structure (Diversity and Inclusion)

› Does the board exhibit ethnic or racial diversity? (Q390)
Market Applicability: US

Board Structure (Board Practices)

› What percentage of the sustainability committee is independent? (Q396)

Market Applicability: All Regions except Japan and South Korea

The Global Leader in Corporate Governance & Responsible Investment 10 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Board Structure (Board Composition)

› What percentage of the board has familial relationships with other directors? (Q401)
Market Applicability: All regions* except Japan, AsiaPac, India, and Latin America

Compensation (Communications and Disclosure)

› What is the level of disclosure on diversity and inclusion performance measures for the short-term or any
long-term incentive plan for executives? (Q398)
Market Applicability: All Regions except Japan and South Korea. Unscored in India.

Compensation (Compensation Controversies)

› Has the company made special grants to executives excluding the CEO in the most recent fiscal year? (Q399)
Market Applicability: US
› What percentage of the CEO's total compensation was due to special grants in the most recent fiscal year?
(Q400)
Market Applicability: US

Application of Existing Factors to New Markets:

Board Structure

› How many executive directors serve on an excessive number of outside boards? (Q36)
Add: US, Canada
› Does the Board Chair serve on a significant number of outside boards? (Q39)
Add: US, Canada

Shareholder Rights

› What is the percentage of multiple voting rights or voting certificates relative to total voting rights? (Q57)
Add: Australasia*, AsiaPac*, India*, Latin America*, Russia*, S. Europe, US, Canada
› What is the free float percentage of multiple voting rights or voting certificates? (Q58)
Add: Russia*, S. Europe
› What percentage of issued share capital is composed of non-voting shares? (Q63)
Add: Australasia*, AsiaPac*, India*, Latin America*, US, Canada
› Does the company have a controlling shareholder? (Q290)
Add: Anglo*, Canada*, Germanic*, Nordic*, W. Europe* (Now global)

*Indicates this factor is not scored for the respective region

Appendix II includes a complete listing of all Governance QualityScore factors alongside their market
applicability.

The Global Leader in Corporate Governance & Responsible Investment 11 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Appendix III shows factor listings by market and region. The rationale and guidelines for all Governance
QualityScore factors are detailed below.

Scoring Methodology

Governance QualityScore rests on a scoring methodology built and tested by ISS’ global team of governance
experts and focuses on quantitative and qualitative aspects of regional governance best practices as well as the
analysis undergirding ISS voting policies and voting recommendations. A score in the 1st decile indicates
relatively higher quality and relatively lower governance risk, and, conversely, a score in the 10th decile indicates
relatively lower quality and higher governance risk.

The 1-10 score is a relative measure based on the raw score calculations of companies in the same index or
region. This process is conducted at each topical category and overall company score levels. Each topical
category, as well as the overall company score, generates an independent range of scores and the resulting
decile rankings. For example, raw scores for S&P 500 US companies are ranked and grouped into deciles, with
the first decile (designated with a “1”) being indicative of a higher raw score and lower governance risk. See the
hypothetical example in the table below.

Table 5: Score Methodology Example

Rating Raw Governance

Category Points QualityScore

Board 23.3 8

Audit 56.9 7

Shareholder
28.3 5
Rights

Compensation 19.2 10

Total 127.7 8

In Russia, South Korea, and Japan, the Audit & Risk Oversight category decile scoring differs from the other
categories. While the methodology is reviewed on an ongoing basis to strengthen the analysis of governance
risk, there are a limited number of prevalent risk factors or controversies in the Audit and Risk Oversight
category. Consequently, Governance QualityScore does not assign a 1-10 rank for companies where practices
are similar or “force rank” to ensure companies are in each of the 1-10 decile scores. In those regions, the Audit
scores are limited to a few relevant deciles only. The audit deciles were last updated January 2021.

The Global Leader in Corporate Governance & Responsible Investment 12 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Governance QualityScore Factor Criteria

There are more than 230 factors analyzed under Governance QualityScore, with the specific factors under
analysis varying by region. The following section details the questions analyzed and rationale for inclusion in the
factor methodology. The parenthetical number associated with each question is the ISS question identification
number, which is highlighted for easy reference throughout related documentation and product tools.

The complete Governance QualityScore methodology and market applicability is detailed in Appendices II and III.

Board Structure Category

Board Composition

How many directors serve on the board? (Q9)

› In general, the investment community expects that boards should not be so large that they become
inefficient and hinder decision-making. Generally, boards should not have fewer than six members or more
than 15 members. A board of between nine and 12 board members is considered ideal.
› This question will consider the total number of directors on the board or whether no information is
disclosed.
› This factor is not scored and is included for informational purposes only.

Market Applicability: All regions

What percentage of the board is independent based on an ISS local market classification? (Q10)

› This factor evaluates board independence, where the definition of independence (according to ISS) is
universal across markets. Local standards will be taken into account in the scoring and consider nuances
including whether or not the company is controlled, has a Higgsian Chair, or if board members are elected
by shareholders. The percentage of independent directors on a board is viewed by many as critical to firm
performance. For instance, a working paper which evaluated the link between board composition and
company productivity found a positive relationship between the percentage of outsiders on so-called
monitoring committees (i.e., audit, compensation, and nominating committees) and the factors associated
with the benefits of monitoring. These factors included the firm’s outstanding debt and free cash flow
(Klein). Another study found a significant correlation between board independence and firm performance as
measured by Return on Assets (Elgaied & Rachdi 2008). Other researchers found a positive link between
enhanced firm value and boards which have audit committees that are composed of a majority of
independent finance-trained directors (Chan & Li 2008).

The Global Leader in Corporate Governance & Responsible Investment 13 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Directors with ties to management may be less willing and able to effectively evaluate and scrutinize
company strategy and performance. Furthermore, boards without adequate independence from
management may have inherent conflicts of interest.
› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings. In many markets, a board lacking a majority of independent members will
raise significant concerns.
› In order to distinguish between recommendations for FTSE 350 and ISEQ 20 companies and other
companies within the Anglo Region, percentages of independent members will be analyzed for the
constituents of the above mentioned indices, and numbers of independent members will be analysed for
non-constituents.
› In the Anglo market a Higgsian Chair is included in the independence calculation and is marked in the
answer.
› For the Brazilian market, a distinction will be made between constituents of the various listing segments to
take into account different best practice recommendations. A minimum of 30% board independence for
Novo Mercado and Nivel 2 companies is expected, and a minimum of 1 independent director is expected for
companies traded under the other listing segments.
› For the African market, the question will consider the independence of non-executive directors.
› For the Canadian market, Governance QualityScore will not penalize a majority owned company where
board independence level is below 50 percent; as long as the company qualifies for majority controlled
exemption. A majority owned company is defined for the purpose of this policy as a company controlled by
a shareholder or group of shareholders who together have an economic ownership interest under a single
class common share capital structure that is commensurate with their voting entitlement of 50 percent or
more of the outstanding common shares. Such company is deemed to enjoy majority controlled exemption
if it meets certain independence and governance criteria as outlined in the Canada Proxy Voting Guidelines.
› In Western and Southern Europe regions where companies have a controlling shareholder, ISS applies
different minimum standards of independent representation on the board of controlled companies. ISS
accepts that independence below 50 percent is standard in some markets.
› In markets such as Nordic, Western Europe, and Germanic, Governance QualityScore takes into account all
directors regardless of classification (shareholder representative, employee representative, employee
shareholder representative, government represented). A board lacking a third of independent members will
raise significant concerns.
› In the South Korea market, differentiation is given for companies of different market cap bands, “Large”,
“Small”, “Ultra-Small” that correspond to the regional ISS Benchmark Research policy.

Market Applicability: All regions

What percentage of the board is independent, based on an ISS global classification? (Q378)

› This factor evaluates board independence based on a uniform ISS definition across most markets, versus
Q10, which takes into account local market nuances. The global classification uses a US centric definition for

The Global Leader in Corporate Governance & Responsible Investment 14 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

determining independence (with exceptions noted below), but provides more global comparability across
markets. Governance QualityScore will consider director classifications (as defined by ISS) of “Independent
Outsider” and “Independent – NonExecutive Director” as “Independent”. Unclassified board members are
excluded from the total number of board members. Shareholder nominees are excluded from both
independent and total board member calculations. Please see Appendix I concerning scoring this question
when new directors are appointed to the board between shareholder meetings. In many markets, a board
lacking a majority of independent members will raise significant concerns.
› This factor considers if a company has a two-tiered board in Germany, Austria, France, and Netherlands.
› The percentage of independent directors on a board is viewed by many as critical to firm performance. For
instance, a working paper which evaluated the linkage between board composition and company
productivity found a positive relationship between the percentage of outsiders on so-called monitoring
committees (i.e., audit, compensation, and nominating committees) and the factors associated with the
benefits of monitoring. These factors included the firm’s outstanding debt and free cash flow (Klein).
Another study found a significant correlation between board independence and firm performance as
measured by Return on Assets (Elgaied & Rachdi 2008). Other researchers found a positive link between
enhanced firm value and boards which have audit committees that are composed of a majority of
independent finance-trained directors (Chan & Li 2008).
› Directors with ties to management may be less willing and able to effectively evaluate and scrutinize
company strategy and performance. Furthermore, boards without adequate independence from
management may have inherent conflicts of interest.
› In order to distinguish between recommendations for FTSE 350 and ISEQ 20 companies and other
companies within the Anglo Region, percentages of independent members will be analysed for the
constituents of the above mentioned indices, and numbers of independent members will be analysed for
non-constituents. Shareholder nominees are excluded from both calculations.
› For China, shareholder nominees are included in the calculation.
› For Russia, new Management nominees and shareholder nominees are excluded from consideration.

Market Applicability: All regions except Japan

How many outside directors are on the board? (Q289)

› Japan government revised the Companies Act, which essentially gives firms little alternative but to appoint
outside directors.The legislation, states that large companies must explain the downsides of appointing
outside directors to shareholders if they opt not to acquire any. Similarly, the nonbinding corporate
governance code, which was drafted by a panel of experts under the Financial Services Agency and the TSE,
urges companies listed in the first and second sections of the country’s stock exchanges to have at least two
outside directors.

Market Applicability: Japan

The Global Leader in Corporate Governance & Responsible Investment 15 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What is the outside director composition of the board? (Q282)

› Japanese boards are often dominated by company insiders, and though an outside director may lack
independence, a meaningful presence of outside directors on the board could enhance the board’s
monitoring and oversight abilities.

Market Applicability: Japan

What is the independent statutory auditor’s composition? (Q281)

› The board of statutory auditors in Japan is responsible for monitoring the company’s financial reporting and
auditing practices as well as the board of directors’ compliance. Therefore, the board of statutory auditors
should have high level of independence to ensure accurate and reliable financial disclosure and adherence
to the law by directors. Governance QualityScore will measure the percentage of independent statutory
auditors according to ISS policy.

Market Applicability: Japan

What is the classification of the Board Chair?(Q14)

› An independent chair of the board is broadly considered best practice. As noted in a 2009 policy brief
published by Yale University’s Millstein Center for Corporate Governance and Performance, the
“independent chair curbs conflicts of interest, promotes oversight of risk, manages the relationship between
the board and CEO, serves as a conduit for regular communication with shareowners, and is a logical next
step in the development of an independent board.”
› Specifically in the Canada markets, National Policy 58-201 Corporate Governance Guidelines recommends
that the chair of the board should be an independent director. Where this is not appropriate, an
independent director should be appointed to act as “lead director.” However, either an independent chair
or an independent lead director should act as the effective leader of the board and ensure that the board’s
agenda will enable it to successfully carry out its duties.
› This question will consider the classification of the chair of the board according to ISS policy, outlining
whether he / she is independent, an executive, or if the chair of the board has not been appointed.

The Global Leader in Corporate Governance & Responsible Investment 16 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› In Japan, a distinction will be made between the chair of the board (議長 gicho) and the chair of the
company (会長 kaicho)2. This question will consider whether the chair of the board is an insider or an
outside director based on the company’s corporate governance report.

Market Applicability: All regions

Has the company identified a Senior Independent Director or an independent Lead Director? (Q16)

› A lead independent director provides an important leadership function for a board with a combined
CEO/chair structure. An effective lead director’s functions generally include, but are not limited to, the
following: presides at all meetings of the board at which the chair is not present, including executive
sessions of the independent directors; serves as liaison between the chair and the independent directors;
approves information sent to the board; approves meeting agendas for the board; approves meeting
schedules to assure that there is sufficient time for discussion of all agenda Items; has the authority to call
meetings of the independent directors; and if requested by major shareholders, ensures that he is available
for consultation and direct communication.
› This question addresses whether there is a position of a lead independent director with clearly delineated
and comprehensive duties.
› For the US, a lead independent director or a presiding director will be considered if one director serves in
that capacity for at least one year. A position that rotates among members of the board within the year will
not be considered.
› The presence of a lead independent director will mitigate to some degree concerns raised by a non-
independent chair or combined CEO-chair structure. The absence of a lead independent director will raise a
small additional degree of concern and a non-independent lead director slightly less.
› This question will consider the independence of the lead director according to ISS policy, or if the lead
director of the board has not been appointed. In the case where there is an independent chair (and thus no
lead independent director), this question will not be applicable.

Market Applicability: All regions except Japan

----------------------
2In Japan, the chair of the company (kaicho) is at the helm of the company (who is often a former CEO of the company) but does not
always chair the board. Even when a company has the chair of the company as a distinct role separate from the CEO, such a role may be
symbolic or honorary position, and the CEO may still chair the board. From the perspective of the separation of CEO and chair, it is more
appropriate in Japan to examine the separation of CEO and the chair of the board (gicho).

The Global Leader in Corporate Governance & Responsible Investment 17 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Has the company appointed a Lead Independent Director or established other ways of effective
collaboration between independent directors, management, and statutory auditors in compliance with
the Japanese Corporate Governance Code 4-8-2? (Q367)

› The lead director serves as an independent chief among all board members and thereby helps ensure board
relations run smoothly. Lead directors drive high-performance boards. Lead directors may improve board
performance by facilitating board discussions, by helping directors reach consensus, and by keeping board
matters on track.
› The Japanese Corporate Governance Code recognizes the importance of lead independent directors and
believes that its presence could help faciliate oversight and collaboration among different governing bodies.
However, the Code also allows companies to achieve similar oversight mechanism through other unspecified
means, and companies are not required to disclose whether it has a lead independent director or not.
Therefore, this question will examine the compliance with the provisions of the Code 4-8-2.

Market Applicability: Japan

What is the term of mandate proposed for supervisory board members at the latest general meeting?
(Q17)

› Director term lengths can affect the ability of shareholders to issue regular opinions about the composition
of the board. In general, a one-year mandate is considered best practices, but ISS recognizes that market
practice in some markets is for a three-year term, and will not penalize a company if the director mandate is
for three years or less.

Market Applicability: W. Europe, Nordic, S. Europe

What percentage of the board consists of immediate family members of majority shareholders,
executives, and former executives within the past five years? (Q205)

› This question elaborates on the general issue of board independence and addresses whether members of
the board are related (per the SEC definition of family membership) to any current or former officers (five
year cooling-off period) or significant shareholders of the company.
› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings.
› This factor is not scored and is included for informational purposes only.

Market Applicability: US, Latin America, Russia

The Global Leader in Corporate Governance & Responsible Investment 18 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What percentage of the board consists of former or current employees of the company? (Q206)

› This question elaborates on the general question of board independence and addresses whether members
of the board are former employees of the company. The definition of former employees follows ISS‘
classification of directors, which applies a cooling-off period of five years for executives other than the CEO.
Under current ISS policy, a former CEO will always be considered affiliated (more information is available via
the ISS Policy Gateway).
› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings.
› This factor is not scored and is included for informational purposes only.

Market Applicability: US, Latin America, Russia

What percentage of the board has familial relationships with other directors? (Q401)

› This factor further characterizes the composition of the board beyond immediate family.
› While immediate family relationships impact director classifications and board independence, the
composition of the board beyond immediate family may still be relevant and material to investors.
› Governance QualityScore will evaluate any type of family relationship including and beyond the ISS
definition of immediate family.
› This factor is not scored and is included for informational purposes only.

Market Applicability: All regions except Japan, AsiaPac, India, and Latin America

Key Committee Composition

What percentage of the nominating committee is independent based on an ISS local market
classification? (Q19)

› Most nominating committees are responsible for developing a policy on the size and composition of the
board and for identifying and approving nominees for vacant positions on the board of directors. The
committee should have the benefit of the CEO’s involvement in the selection process, but the responsibility
for selection of board nominees should be that of independent directors.
› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings. Nomination committees with less than independent membership as
recommended by local best practice will raise increasing levels of concern.

The Global Leader in Corporate Governance & Responsible Investment 19 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Governance QualityScore will consider: the percentage of independent members (i.e., as defined by ISS’
proxy voting guidelines); if no information is given; if no committee exists; or if there is no clear nomination
process.
› For Japan, Governance QualityScore will additionally consider whether the committee is a formal
nominating committee applicable to companies with three-committee structure or a voluntary advisory
nominating committee, and will consider the percentage of outside directors on the committee based on
the company’s corporate governance report.
› For the Canadian market, Governance QualityScore will not penalize a majority owned company where
nominating committee independence level is below 50 percent; as long as the company qualifies for
majority controlled exemption. A majority owned company is defined for the purpose of this policy as a
company controlled by a shareholder or group of shareholders who together have an economic ownership
interest under a single class common share capital structure that is commensurate with their voting
entitlement of 50 percent or more of the outstanding common shares. Such company is deemed to enjoy
majority controlled exemption if it meets certain independence and governance criteria as outlined in the
Canada Proxy Voting Guidelines.

Market Applicability: All regions except the Nordic, Latin America, and Greece

Are there executive directors on the nominating committee? (Q306)

› This question will consider whether there are any company executive directors on the nominating
committee. Most nominating committees are responsible for developing a policy on the size and
composition of the board and for identifying and approving nominees for vacant positions on the board of
directors. The committee should have the benefit of the CEO’s views in its selection process, but the
responsibility for selection of board nominees should be that of independent directors.
› This factor is not scored in Sweden, Norway, and Denmark and is included for informational purposes only.

Market Applicability: All regions except Japan

What is the classification of the chair of the nominating committee? (Q23)

› Most nominating committees are responsible for developing a policy on the size and composition of the
board and for identifying and approving nominees for vacant positions on the board of directors. The
committee should have the benefit of the CEO’s involvement in the selection process, but the responsibility
for selection of board nominees should be that of independent directors.
› Governance QualityScore will consider whether the committee chair is an executive, affiliated non-
executive, insider, outsider, non-director committee member or independent. Governance QualityScore also
will consider whether there is, as disclosed explicitly by the company, a chair as well as a committee.

Market Applicability: All regions

The Global Leader in Corporate Governance & Responsible Investment 20 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What percentage of the compensation/remuneration committee is independent based on an ISS local

market classification? (Q25)

› The compensation committee makes recommendations and sets guidelines for the compensation of
executives of the company. Best practice dictates that the panel should be composed solely of independent
directors.
› Governance QualityScore will consider: the percentage of independent members (as defined by ISS' proxy
voting guidelines); if no information is given; if no committee exists; or if there is no clear nomination
process.
› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings. Compensation committees with less independent membership as
recommended by local best practice raises concern of governance risk.
› For Japan, Governance QualityScore will additionally consider whether the committee is a formal
compensation committee applicable to companies with three-committee structure or a voluntary advisory
compensation committee, and will consider the percentage of outside directors on the committee based on
the company’s corporate governance report.
› For the Canadian market, Governance QualityScore will not penalize a majority owned company where
compensation committee independence level is below 50 percent; as long as the company qualifies for
majority controlled exemption. A majority owned company is defined for the purpose of this policy as a
company controlled by a shareholder or group of shareholders who together have an economic ownership
interest under a single class common share capital structure that is commensurate with their voting
entitlement of 50 percent or more of the outstanding common shares. Such company is deemed to enjoy
majority controlled exemption if it meets certain independence and governance criteria as outlined in the
Canada Proxy Voting Guidelines.

Market Applicability: All regions except Greece, Portugal, Nordic, and Latin America

Are there executive directors on the compensation/remuneration committee? (Q27)

› The compensation committee makes recommendations and sets guidelines for the compensation of
executives of the company. Best practice dictates that the panel should be composed solely of independent
directors. When executives are members of the compensation committee, there is a conflict of interest.
› This question will consider whether there are any executive directors on the compensation committee.
› This factor is not scored in Portugal and is included for informational purposes only.

Market Applicability: US, Canada, Anglo, W. Europe, Germanic, S. Europe (Portugal*), Nordic, Australasia,
AsiaPac, South Korea, Latin America, Africa, India, Russia

The Global Leader in Corporate Governance & Responsible Investment 21 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What is the classification of the chair of the compensation/remuneration committee? (Q28)

› The compensation committee makes recommendations and sets guidelines for the compensation of
executives of the company. Best practice dictates that the chair should be an independent director.
› Governance QualityScore will consider whether the committee chair is an executive, affiliated non-
executive, insider, outsider, non-director committee member or independent. Governance QualityScore also
will consider whether there is, as disclosed explicitly by the company, a chair as well as a committee.
› This factor is not scored in Portugal and is included for informational purposes only.

Market Applicability: All regions (Portugal*)

Does the company maintain a formal audit committee? (Q331)

› While some companies maintain a statutory Audit Committee, under Brazilian Corporate Law, most
companies have a Fiscal Council, which is a corporate body independent of management and a company’s
external auditors that operates on a permanent or non-permanent basis. The Fiscal Council is generally not
equivalent to a US audit committee; its primary responsibility is to monitor management’s activities, review
the financial statements, and report its findings to the shareholders.
› Under the Brazilian Corporate Law, the Fiscal Council may not contain members who are members of the
Board of Directors or the executive committee, or who are employees of the company or a controlled entity,
or a spouse or relative of any member of management.
› While some companies maintain a statutory Audit Committee in addition to a Fiscal Council, the former is
not a requirement. Under Rule 10A-3(c)(3) of the US Securities Exchange Act, certain non-US issuers are
exempt from the audit committee requirements of Section 303A of the NYSE Listed Company Manual if they
establish, according to their local law or regulations, another body that acts as an audit committee.
› Governance QualityScore will consider whether the company has set up a formal audit committee, and
whether all of its members are also members of the board of directors.

Market Applicability: Latin America

Does the company maintain a formal fiscal council? (Q332)

› Under Brazilian Corporate Law, the Fiscal Council is a corporate body independent of management and a
company’s external auditors that operates on a permanent or non-permanent basis. The fiscal council is
generally not equivalent to a US audit committee; its primary responsibility is to monitor management’s
activities, review the financial statements, and report its findings to the shareholders.
› Under the Brazilian Corporate Law, the fiscal council may not contain members who are members of the
Board of Directors or the executive committee, or who are employees of the company or a controlled entity,
or a spouse or relative of any member of management.

The Global Leader in Corporate Governance & Responsible Investment 22 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› While some companies maintain a statutory audit committee in addition to a fiscal council, the former is not
a requirement. Under Rule 10A-3(c)(3) of the Exchange Act, non-US issuers are exempt from the audit
committee requirements of Section 303A of the NYSE Listed Company Manual if they establish, according to
their local law or regulations, another body that acts as an audit committee.
› Governance QualityScore will consider whether the company has set up a fiscal council, and whether it
operates on a permanent or non-permanent basis.

Market Applicability: Latin America

What percentage of the audit committee is independent based on an ISS local market classification?
(Q31)

› Like other key board committees, audit panels/committees should include only independent non-executives
to reduce the risk of conflict of interest with regard to the company’s accounts.
› Governance QualityScore will consider: the percentage of independent members as defined by ISS' policy
guidelines; if no information is given; or if no committee exists.
› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings.
› Audit committees with less independent membership as recommended by local best practice raises the
concern of governance risk.
› For the Canadian market, Governance QualityScore will not penalize a majority owned company where audit
committee independence level is below 50 percent; as long as the company qualifies for majority controlled
exemption. A majority owned company is defined for the purpose of this policy as a company controlled by
a shareholder or group of shareholders who together have an economic ownership interest under a single
class common share capital structure that is commensurate with their voting entitlement of 50 percent or
more of the outstanding common shares. Such company is deemed to enjoy majority controlled exemption
if it meets certain independence and governance criteria as outlined in the Canada Proxy Voting Guidelines.
› In the South Korea market, differentiation is given for companies of different market cap bands, “Large”,
“Small”, “Ultra-Small” that correspond to the regional ISS Benchmark Research policy.

Market Applicability: All regions except Nordic and Latin America

The Global Leader in Corporate Governance & Responsible Investment 23 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Are there executive directors on the audit committee? (Q33)

› Like other key board committees, audit panels/committees should include only independent non-
executives to reduce the risk of conflict of interest with regard to the company’s accounts.
› Answers will consider whether the company has an audit committee, the presence of executive directors on
the audit committee, whether the composition of the committee has been disclosed, and if so, the
composition of the committee.

Market Applicability: All regions except Japan

What is the classification of the chair of the audit committee? (Q34)

› Like other key board committees, audit panels should ideally be comprised solely of independent non-
executives to ensure no possibility of conflict of interest with regard to the company’s accounts.
› Governance QualityScore will consider whether the committee chair is an executive, affiliated non-
executive, or independent.
› Answers will consider the classification of the chair of the audit committee, whether or not such committee
has been set up, and whether the composition of the committee has been disclosed.

Market Applicability: All regions

What governance structure has the company adopted? (Q283)

› There are three different types of board structures in Japan; (1) Japanese traditional two-tiered board
structure with a board of directors and a board of statutory auditors (監査役会 kansayaku-kai); (2) a unitary
board with three committee structure (also known as US style board) with audit, nomination, and
compensation committees adopted by a small fraction of Japanese companies; and (3) a unitary board with
audit committee structure, a new type of structure introduced in 2015.
› Japanese companies can choose among three types of governing structures, and this is a screening question
as Governance QualityScore has already scored relavant topics in other questions.
› This factor is not scored and is included for informational purposes only.

Market Applicability: Japan*

Has the company disclosed information on key committee attendance? (Q340)

› Directors who do not attend a sufficient number of board and key committee meetings are not fulfilling
their obligation to represent shareholders and provide oversight and direction to management.

The Global Leader in Corporate Governance & Responsible Investment 24 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Governance QualityScore will consider whether or not the company has disclosed information on key
committee attendance.

Market Applicability: India

What percentage of the nominating committee is independent, based on an ISS global classification?
(Q380)

› This factor evaluates nominating committee independence based on a uniform ISS definition across most
markets, versus Q19, which takes into account local market nuances. The global classification uses a US
centric definition for determining independence (with exceptions noted below), but provides more global
comparability across markets.
› Most nominating committees are responsible for developing a policy on the size and composition of the
board and for identifying and approving nominees for vacant positions on the board of directors. The
committee should have the benefit of the CEO’s involvement in the selection process, but the responsibility
for selection of board nominees should be that of independent directors.
› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings. Nomination committees with less than independent membership as
recommended by local best practice will raise increasing levels of concern.
› Governance QualityScore will consider: the percentage of independent members (i.e., as defined by ISS'
proxy voting guidelines); if no information is given, or if there is no clear nomination process, then the
answer would be deemed as “not disclosed”.
› This factor is not scored in Sweden, Norway, and Finland

Market Applicability: All markets except Japan

What percentage of the compensation committee is independent under ISS’ global classification?
(Q381)

› This factor evaluates compensation committee independence based on a uniform ISS definition across most
markets, versus Q25, which takes into account local market nuances. The global classification uses a US
centric definition for determining independence (with exceptions noted below), but provides more global
comparability across markets.
› The compensation committee makes recommendations and sets guidelines for the compensation of
executives of the company. Best practice dictates that the panel should be composed solely of independent
directors.
› Governance QualityScore will consider: the percentage of independent members (as defined by ISS' proxy
voting guidelines) if no information is given as to independence, then the answer would be deemed “not
disclosed”.

The Global Leader in Corporate Governance & Responsible Investment 25 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings. Compensation committees with less independent membership as
recommended by best practice raises concern of governance risk.

Market Applicability: All regions except Japan

What percentage of the audit committee is independent based on an ISS global classification? (Q382)

› This factor evaluates audit committee independence based on a uniform ISS definition across most markets,
versus Q31, which takes into account local market nuances. The global classification uses a US centric
definition for determining independence (with exceptions noted below), but provides more global
comparability across markets.
› Like other key board committees, audit panels/committees should include only independent non-executives
to reduce the risk of conflict of interest with regard to the company’s accounts.
› Governance QualityScore will consider: the percentage of independent members as defined by ISS' policy
guidelines; if no information is given as to independence, then the answer would be deemed “not
disclosed”.
› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings.
› Audit committees with less independent membership as recommended by local best practice raises the
concern of governance risk.

Market Applicability: All regions except Japan

Board Practices Does the company routinely hold independent director meetings or have other
mechanisms to facilitate effective collaboration of independent directors, management, and statutory
auditors in compliance with the Japanese Corporate Governance Code 4-8-1? (Q366)

› Routine sessions independent directors where no management is present is considered an effective means
to foster understanding and share information among independent directors, and help enhance their
oversight ability.
› The Japanese Corporate Governance Code (4-8-1) stipulates that in order to actively contribute to the
board, “independent directors should endeavor to exchange information and develop a shared awareness
among themselves from an independent and objective standpoint” and that routinely held meetings
consisting solely of independnet directors could help achieve this objective.

Market Applicability: Japan

The Global Leader in Corporate Governance & Responsible Investment 26 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Does the company disclose the existence of a formal CEO and key executive officers' succession plan?
(Q348)

› Succession events define periods that have the potential to cause significant disruption and distraction for
companies and for their boards, and sometimes can lead to detrimetal impacts on shareholders and the
value of their holdings. Well-crafted and well-understood succession plans can help minimize disruption in
these scenarios; transition events demonstrate how properly-planned succession can ease shareholder
concerns and protect shareholder value.
› Estimates of the financial impact of planned CEO succession vary. Acknowledging the difference between
having a succession plan and planned succession, there are some data points that accentuate the magnitude
of the problem. According to a study by Strategy&, “Large companies that underwent forced successions in
recent years would have generated, on average, an estimated $112 billion more in market value in the year
before and the year after their turnover if their CEO succession had been the result of planning.”
› Governance QualityScore will consider whether a company has a board-approved, periodically-evaluated
succession plan for the CEO, other senior management, and key executive officers. It will also distinguish
between companies that do not have a formal CEO and key executive officers succession plan and those that
have not disclosed the presence of a plan.

Market Applicability: US

Does the company have a mechanism to monitor and supervise its CEO succession planning
appropriately in compliance with the Japanese Corporate Governance Code 4-1-3? (Q368)

› When properly planned and thoughtfully executed, CEO succession offers a company far more than just the
transitioning of its top leader. It enables organizations to envision new opportunities for growth, and realign
and strengthen processes and systems throughout the enterprise. Succession planning is a human capital
risk because of its potential high impact on business performance and continuity. Making long-term and
emergency succession plans for the CEO is a fundamental board responsibility, one that should be
addressed on a regular basis regardless of CEO’s health and tenure.
› While the Japanese Corporate Governance Code (4-1-3) does not require the establishment of a CEO
succession policy and companies need not disclose whether it has a formal CEO succession plan or not, the
Code recommends companies to institute a mechanism for monitoring and facilitating CEO succession plan.

Market Applicability: Japan

The Global Leader in Corporate Governance & Responsible Investment 27 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What was the average outside director's total compensation as a multiple of the ISS peer median?
(Q315)

› This relative measure expresses the prior year’s average outside director's pay (based on total compensation
reported for each non-executive director in the company’s proxy statement) as a multiple of the median pay
of its ISS-determined comparison group for the same period. The calculation for this measure is: the average
outside director's total pay divided by the median average outside director total pay level within the
comparator group.

Market Applicability: US

What is the aggregate level of stock ownership of the officers and directors as a percentage of shares
outstanding? (Q140)

› Best practice dictates that directors maintain a meaningful level of share ownership by a certain time after
appointment to better align their interests with those of shareholders.
› Governance QualityScore will consider the total level of holdings of directors and executives as a percentage
of shares issued by the company.
› This factor has moved from the Compensation Category in the Equity Risk Mitigation subcategory to the
Board Category in the Board Practices subcategory.
› This factor is not scored for Latin American companies and is included for informational purposes only.

Market Applicability: W. Europe, Germanic, Anglo, S. Europe, Australasia, Latin America, Africa, Russia

What percentage of directors with more than one year of service own stock, who can legally or
practically do so? (Q144)

› Similar to the stock ownership rationale above, all directors should maintain an equity stake in the company.
› Governance QualityScore will consider the number of directors with more than one year of service that own
stock divided by the number of applicable directors, or exclude directors if the information is not disclosed
(based on beneficial ownership, as reported). In cases where details regarding ownership are vague or
otherwise not definitive with regard to the mandatory nature of the ownership requirement or level of
holdings, ISS will deem the information “not disclosed.”
› For US markets, this question will consider the directors who can practically own shares. Certain directors,
such as employees or representatives of significant shareholders or investment firms, may be prohibited by
internal policies from personally holding shares (for example, to avoid the appearance or possibility of
“front-running”). Such directors are excluded from this calculation.
› In the US and Canada, deferred share units are also considered for this question.

Market Applicability: US, Canada, AsiaPac, Australasia, South Korea, India

The Global Leader in Corporate Governance & Responsible Investment 28 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Did any executive or director pledge company shares? (Q243)

› The prospect that an executive or director may be forced to sell a substantial amount of shares poses
significant risks for other shareholders, who may see the value of their shares decline. In addition, a highly
leveraged executive may be incentivized to riskier behavior.
› Governance QualityScore will consider whether company executives or directors have pledged company
shares. ISS will consider pledging of shares of an institution or company where a director or an executive has
a beneficial ownership.
› This question covers all pledging, even if not considered problematic. Significant pledging that rises to a level
of concern will also be captured under Question 345 as a failure of governance.

Market Applicability: US

What percentage of the sustainability committee is independent? (Q396)

› Oversight of the company’s environmental, social, and sustainability strategies should be assigned to a
board committee. If a standalone sustainability committee does not exist, ISS will evaluate the committee
that is tasked with sustainability oversight, if any.
› Governance QualityScore will consider the percentage of independent directors as defined by ISS’ policy
guidelines.
› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings.

Market Applicability: All regions except Japan and South Korea

Board Commitments

How many directors serve on an excessive number of outside boards? (Q309)

› This question will consider the number of outside board positions that are held by each individual director.
Directors with an excessive number of board seats may not have sufficient time to devote to the needs of
individual boards. Answers will consider the number of board members who serve on an excessive number
of board positions of publicly traded companies (differentiating between directors who are active CEOs and
those that are not active CEOs). Excessiveness of outside board positions is based on market-specific ISS
policy, available on the ISS Policy Gateway.

Market Applicability: India, South Korea, AsiaPac

The Global Leader in Corporate Governance & Responsible Investment 29 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

How many executive directors serve on an excessive number of outside boards? (Q36)

› Company executives who serve as directors of public companies, including its own, have many demands on
their time. Serving on too many boards may impede executives’ ability to be effective at his, her, or their
primary employer.
› Company executives are defined as the corporate executives whose compensation (remuneration) is
disclosed in the company’s annual proxy, management information circular, or annual report, per each
market’s regulatory guidelines.
› Governance QualityScore will evaluate whether a company’s executives are overboarded based on ISS
policy.
› This factor is not scored for Latin American companies and is included for informational purposes only.

Market Applicability: US, Canada, W. Europe, Germanic, Nordic, S. Europe, Latin America*, Anglo

Does the CEO serve on a significant number of outside boards? / How many boards does the CEO sit on
(US and Canada only)? (Q37)

› The chief executive role is a position of great responsibility and time demands. Sitting on multiple outside
boards may threaten the ability of the CEO to attend to the business of his or her primary employer.
› Governance QualityScore will consider the total number of public board seats held by the CEO (including the
company), or whether no information is available. All subsidiaries with their own publicly-traded stock are
counted as individual boards.
› Excessive board memberships - more than two outside boards (three total boards) – raises governance risk
concern.
› For companies evaluated in Canada, CEOs who sits on more than 2 public boards (three total boards) are
considered overboarded.
› This factor is not scored for Latin American companies and is included for informational purposes only.

Market Applicability: US, W. Europe, Germanic, Nordic (ex Finland), S. Europe (ex. Greece), Australasia, Canada,
Latin America*, Anglo

How many non-executive directors serve on a significant number of outside boards? (Q38)

› Directors with an excessive number of board seats may not have sufficient time to devote to the needs of
individual boards.
› Governance QualityScore will consider the total number of board seats (including the company) held by
non-executives to determine if they are excessive, as defined by the respective market, or whether no
information is available. ISS‘ benchmark policy defines excessive in the US as more than five public company
board seats. For US and Canadian companies, all directors are included except the CEO.

The Global Leader in Corporate Governance & Responsible Investment 30 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› This factor is not scored for Latin American companies and is included for informational purposes only.

Market Applicability: US, W. Europe, Germanic, Nordic, S. Europe (ex. Greece), Australasia, Canada, Latin
America*, Anglo

Does the Board Chair serve on a significant number of outside boards? (Q39)

› Relative to other directors, Board Chairs have significantly more responsibilities and demands on their time.
Serving on too many boards may impede Board Chairs’ ability to be effective.
› Governance QualityScore will evaluate whether the company’s Board Chair is overboarded based on ISS
policy.
› This factor is not scored for Latin American companies and is included for informational purposes only.

Market Applicability: US, Canada, W. Europe, Germanic, Nordic, S. Europe (ex. Greece), Australasia, Latin
America, Anglo

Has the company disclosed the attendance of each director? (Q337)

› In China, attendance record of only independent directors is required to be disclosed; however, the best
practice is to disclose attendance record of all directors on the board.
› Governance QualityScore will consider whether or not the company has disclosed information on individual
attendance of board and committee meetings.

Market Applicability: AsiaPac, India

What percentage of all meetings was attended by at least 50 percent of the supervisory board? (Q43)

› Directors who do not attend a sufficient number of board meetings are not fulfilling their obligation to
represent shareholders and provide oversight and direction to management. This question was designed to
account for the specific disclosure in the Germanic markets.

Market Applicability: Germanic

What percentage of the directors attended less than 75 percent of the board and/or committee
meetings? (Q44)

› Directors who do not attend a sufficient number of board meetings are not fulfilling their obligation to
represent shareholders and provide oversight and direction to management.

The Global Leader in Corporate Governance & Responsible Investment 31 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Governance QualityScore follows ISS Benchmark Research policy to determine what committees (if any) are
evaluated. In China and Korea, only board meetings are evaluated. In Canada, committees include the Audit,
Compensation and Nominating committees. For US, Australia and New Zealand companies, this question
applies to all board and commmittee meetings.
› In South Korea and Japan, this question will only examine the attendance of outside directors, as attendance
records of inside directors are not required to be disclosed in these markets.

Market Applicability: All regions

Did any director attend less than 75 percent of the aggregate board and applicable committee meetings
without a valid excuse? (Q45)

› Directors who do not attend a sufficient number of board and key committee meetings are not fulfilling
their obligation to represent shareholders and provide oversight and direction to management.
› Governance QualityScore will consider the number of directors who attended less than 75 percent of the
aggregate of their board and committee meetings, with consideration given to whether the meetings were
missed for a valid excuse (e.g. medical issue, family emergencies, or missing only 1 meeting.). In Canada, key
committees include the Audit, Compensation and Nominating committees. For US companies, this question
applies to all board and commmittee meetings per SEC disclosure requirements.

Market Applicability: US, Canada, Anglo

Board Policies

Does the company disclose a policy requiring an annual performance evaluation of the board? (Q41)

› Evaluating board performance is a way of measuring effective contribution and commitment of board
members to their role, assessing the way the board operates, whether important issues are properly
prepared as well as key competences on the board.
› The board, committees and each individual director should be regularly assessed regarding his, her, or its
effectiveness and contribution. An assessment should consider (a) in the case of the board or a board
committee, its mandate or charter, and (b) in the case of an individual director, the applicable position
description(s), as well as the competencies and skills each individual director is expected to bring to the
board. Evaluating board performance is a way of measuring effective contribution and commitment of
board members to their role, assessing the way the board operates, whether important issues are properly
prepared, and key competences on the board.
› This question will evaluate whether the company organizes board evaluations, as well as the nature of such
evaluation (frequency, individual, outside assessment).

The Global Leader in Corporate Governance & Responsible Investment 32 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› In the US, a robust policy is when the company discloses an (1) annual board performance evaluation policy
that includes (2) individual director assessments and (3) an external evaluator at least every three years.
Performance evaluation policies disclosed or detailed in the corporate governance guidelines,
nominating/governance committee charters, or the proxy statement are evaluated for this factor.
› In Japan, companies are recommended to conduct an annual performance evaluation of the board in
accordance with the Code 4-11-3 of the Japan Corporate Governance Code. This question in Japan will
examine whether a company complies with the Code 4-11-3.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, Nordic, S. Europe, Australasia, Russia, Japan

Does the company disclose board or governance guidelines? (Q46)

› New York Stock Exchange listed companies are required to publicly disclose board/corporate governance
guidelines. Other exchanges, however, do not yet mandate such disclosure.
› Governance QualityScore will consider whether the company publicly discloses board/governance
guidelines. When considering answers to this question, Governance QualityScore will look for guidelines
disclosed as a single document as opposed to multiple separate documents covering various elements of
governance.

Market Applicability: US

What is the quorum for director meetings? (Q215)

› A quorum ensures that directors meetings can only convene with a minimum number of directors present
eliminating any director resolutions that may be passed in a meeting where less than half of directors are
present.

Market Applicability: Canada

Does the company allow the Board Chair a second or casting vote at director meetings in the event of a
tie? (Q100)

› A casting or second vote is contrary to the tenet of one-person, one-vote.

› The ability of the chair to have a second or casting vote on tie votes at board meetings is a questionable
practice. Granting the chair a second vote on contentious issues that result in a deadlocked board can lead
to conflicts of interest and potential inequality among directors.

Market Applicability: Canada, S. Europe

The Global Leader in Corporate Governance & Responsible Investment 33 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Are directors subject to stock ownership guidelines? (Q143)

› Best practice dictates that directors maintain a meaningful level of share ownership by a certain time after
appointment to better align their interests with those of shareholders. This question is answered as a
multiple of the cash portion of the annual retainer received by a non-employee director.
› For the Canadian Market, ISS classifies ownership guidelines as follows:
› (i) Robust: five-times the annual cash retainer or more;
› (ii) Standard: two to four-times the annual cash retainer; and,
› (iii) Sub-Standard: less than two-times the annual cash retainer.
› For the US Market, the ISS classification is:
› (i) Robust: five-times the cash portion of the directors' annual cash retainer or more;
› (ii) Standard: three or four times the cash portion of the directors' annual cash retainer; and,
› (iii) Sub-Standard: two times or below the cash portion of the directors' annual cash retainer.
› Further, ownership guidelines that consider unexercised appreciation awards and/or unearned
performance awards in meeting the requirement will not be considered as robust as such awards
remain highly subject to forfeitures. Hence, no credit will be given to this factor for the inclusion of the
aforementioned awards.
› For the Australasian market, the ISS classification is:
› (i) Robust - Equal or more than two times NED base fee
› (ii) Standard - Equal to one time NED base fee
› (iii) Sub-standard - Less than one time NED base fee
An additional response for Australia is foreseen to indicate and take into account significant holdings by
directors.
› The rigor of the stock ownership guidelines is a factor. In cases where the details regarding ownership are
vague or otherwise not definitive (e.g., ownership is "encouraged" or "stressed") with regard to the
mandatory nature of the ownership requirement or level of holdings, ISS will deem the information “not
disclosed.”

Market Applicability: US, Canada, Australasia

Does the company have a policy prohibiting hedging of company shares by employees? (Q244)

› Best practice is to incorporate a robust policy that prohibits all types of hedging transactions within
companies’ insider trading policies or separate anti-hedging policies. Hedging against losses in company
shares breaks the alignment between shareholder and executives that equity grants are intended to build.
› Governance QualityScore will consider whether the company has instituted a policy that prohibits hedging
of company shares. To be considered “robust,” the policy should prohibit a full range of transactions,
including short-selling, options, puts, and calls, as well as derivatives such as swaps, forwards, futures;
alternatively, a robust policy would stipulate that no “hedging” of company stock is permitted. Additionally,

The Global Leader in Corporate Governance & Responsible Investment 34 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

hedging policies which (1) do not cover a broad group of participants, (2) are limited to specific
awards/securities, and/or (3) have a pre-clearance or pre-approval requirement will be considered as “not
robust”

Market Applicability: US, Canada, Australasia

Related-party Transactions

Does the company disclose information on related-party transactions ? (Q336)

› Related-party transactions can lead to conflicts of interest that may compromise independence, particularly
in instances where participation or ties to transactions are not fully disclosed.
› Governance QualityScore will consider the level of disclosure on conflicts of interest.

Market Applicability: Russia, India

What percent of the directors were involved in material related-party transactions ? (Q50)

› Related-party transactions can lead to conflicts of interest that may compromise independence, particularly
in instances where participation or ties to transactions are not fully disclosed.
› Governance QualityScore will consider the percentage of directors who are directly or indirectly (through
employers and immediate family members) involved in material related-party transactions, or if no
information with which to make a determination is given. In the US, a material transactional relationship is
defined as one that: includes grants to non-profit organizations; exists if the company makes annual
payments to, or receives annual payments from, another entity exceeding the greater of $200,000 or 5
percent of the recipient‘s gross revenues, in the case of a company which follows NASDAQ listing standards;
or the greater of $1,000,000 or 2 percent of the recipient‘s gross revenues, in the case of a company which
follows NYSE/Amex listing standards. In the case of a company which follows neither of the preceding
standards, ISS will apply the NASDAQ-based materiality test. (The recipient is the party receiving the
financial proceeds from the transaction.)
› A material professional service relationship is defined as one that: include, but are not limited to the
following: investment banking/financial advisory services; commercial banking (beyond deposit services);
investment services; insurance services; accounting/audit services; consulting services; marketing services;
legal services; property management services; realtor services; lobbying services; executive search services;
and IT consulting services; exists if the company or an affiliate of the company makes annual payments to,
or receives annual payments from, another entity in excess of $10,000 per year.

The Global Leader in Corporate Governance & Responsible Investment 35 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Specifically for Canadian companies, any disclosure under the RPT section will be considered for this
question.
› Note that independence and related-party transactions may not be determinable under ISS standards for
directors appointed between shareholder meetings. In such cases Governance QualityScore will reflect that
an unclassified directors sits on the board until further detail is provided. For more information, review
Classification of Newly-Appointed Directors in Appendix I: Event-driven Data Updates.

Market Applicability: US, Canada

Do the directors with related-party transactions sit on key board committees? (Q51)

› The independence of the nomination, audit, and compensation committees is vital to their effective
oversight of these key board functions. The existence of transactional relationships with the company has
the potential to undermine this independence.
› Governance QualityScore will consider whether directors with material related-party transactions sit on key
committees, if it is not applicable, if an unclassified director sits on the board, or if information with which to
make a determination is not given. See above for a definition of material RPTs.
› Key committees are defined as nomination, audit, and compensation.

Market Applicability: US, Canada

Are there material related-party transactions (RPTs) involving the CEO? (Q216)

› The CEO’s special role in the company demands particular attention to avoid even the appearance of self-
dealing.
› Governance QualityScore will consider whether the CEO has engaged in material related-party transactions
with the company.

Market Applicability: US, AsiaPac

Diversity and Inclusion

What percentage of non-executive directors on the board has lengthy tenure? (Q13)

› Limiting director tenure allows new directors to the board to bring fresh perspectives. An excessive tenure is
considered to potentially compromise a director’s independence and as such Governance QualityScore will
consider the non-executive directors where tenure is higher than the recommended local best practice. ISS

The Global Leader in Corporate Governance & Responsible Investment 36 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

recognizes that there are divergent views on this subject. While a new director may be more likely to back
down from a powerful chief executive, a director who has been with the company for a long time could
easily have loyalties to the company over its management. However, directors who have sat on the board in
conjunction with the same management team may reasonably be expected to support that management
team’s decisions more willingly. In general, ISS believes that a balanced board that is diverse in relevant
viewpoints and experience is ideal.
› Investors recognize that having a small number of long-serving directors may support strong board
performance. Governance QualityScore will not deduct credit from this question unless more than one-third
of directors exceed the lengthy tenure definition.
› ISS’ definition of lengthy tenure is defined by a combination of local market practices and investor
preferences, and is not the same in all regions.
› For the US, Canada, Hong Kong, and Singapore, lengthy tenure is defined as nine or more years. For China,
the definition is six or more years. For India, the definition is 10 or more years. For Australia and for New
Zealand, it is 12 or more years. For Russia it is 7 or more years.
› This question will consider all directors except executives. Affiliated Directors and Outside Directors, as
classified by ISS, are included.

Market Applicability: AsiaPac, US, Canada, Russia, India, Australasia

How many women are on the board? (Q304)

› This question will evaluate the number of women on the board. According to some academic and other
studies, increasing the number of women on boards of directors correlates with better long-term financial
performance. Such findings could have a significant effect on the nomination of women as corporate officers
and directors.
› According to ISS’ 2014 policy survey, a majority of all respondents indicate that they consider overall
diversity (including but not limited to gender) on the board when evaluating boards.3
› Full credit on this factor will be earned when three or more women are on the board. As of November 2017,
the average number of board members across all Governance QualityScore coverage companies stands at
nine, which would equate to the typical company receiving full credit with one-third of the board comprised
of women.
› This factor is not cored in Japan and is included for informational purposes only.

Market Applicability: All regions

----------------------
3 http://www.issgovernance.com/file/publications/ISS2014-2015PolicySurveyResultsReport.pdf

The Global Leader in Corporate Governance & Responsible Investment 37 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Does the board have any mechanisms to encourage director refreshment? (Q349)

› Board refreshment has come into investor focus, and many companies have recognized the need to
implement mechanisms to encourage board refreshment. While the gold standard is for a rigorous annual
evaluation of all directors to ensure a continued match of their skill sets against the needs of the company,
ISS is displaying, for information purposes, other structural mechanisms the board may have in place to
encourage refreshment.
› Governance QualityScore will also distinguish between companies that do not have a retirement or a tenure
policy and those that have not disclosed the presence of any mechanisms to encourage director
refreshment.
› In order to receive credit for this factor, a company must disclose at least one (1) mechanism that the board
may have in place to encourage director refreshment: a retirement age policy or a tenure limit policy. A
policy with exemptions or conditions attached to it will not be considered.
› While we note that some investors have questioned selective enforcement of refreshment mechanisms at
some companies (through the issuance of waivers or the liberalization of mechanisms), in this iteration this
factor focuses narrowly on the presence of refreshment-promoting mechanisms.

Market Applicability: US

What is the percentage of women on the board? (Q354)

› This question will evaluate the percentage of women on the board. According to some academic and other
studies, increasing the number of women on boards of directors correlates with better long-term financial
performance. Such findings could have a significant effect on the nomination of women as corporate officers
and directors.
› According to ISS’ 2014 policy survey, a majority of all respondents indicate that they consider overall
diversity (including but not limited to gender) on the board when evaluating boards.
› Maximum credit on this factor will be earned when at least 50 percent of board seats are held by women.
› This factor is scored in all regions.

Market applicability: All regions

What percentage of non-executive directors has been on the board less than six years? (Q355)

› The skills, capabilities, and perspectives needed in the boardroom continually evolve. For instance, over the
past several years, many boards have recognized the need for increased technology fluency among their
ranks, specifically focusing on the board’s ability to oversee cybersecurity risk management and assess its
effectiveness. But the gaps aren’t limited to cybersecurity; other boards have recognized the need to

The Global Leader in Corporate Governance & Responsible Investment 38 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

enhance shareholder engagement skills, financial risk management skills, and more. The skills and
capabilities required to perform key board responsibilities will likely continue to evolve over time.
› In addition, many perceive a risk of “groupthink” in the boardroom, particularly among large blocs of
directors who have served together for long periods, which may threaten to impair board effectiveness and
even may mask individual director skills and capabilities.
› This factor, in concert with related board composition factors, is designed to balance board refreshment,
board stability, and the importance of some long-tenured directors to a company’s success. The factor does
not encourage (by awarding additional credit) excessive levels of refreshment.
› The factor awards increasing credit for increasing percentages of the board represented by directors with
less than six years of tenure as of the most recent annual meeting, with no additional credit granted for
percentages in excess of one-third.
› This question will consider all directors except executives. Affiliated Directors and Outside Directors, as
classified by ISS, are included.

Market Applicability: US, Australasia

How many women serve in leadership roles on the board? (Q386)

› This factor evaluates the number of women on the board serving in leadership positions including board
chair, chair of the Audit, Remuneration, and Nominating Committees; Senior Independent Director, non-
employee chair, or Lead Director. According to some academic and other studies, increasing the
number of women on boards of directors correlates with better long-term performance. Such findings
could have a significant effect on the nomination of women as corporate officers and directors.
› According to ISS’ 2014 policy survey, a majority of all respondents indicate that they consider overall
diversity (including but not limited to gender) on the board when evaluating boards.
› In the Anglo region, a Higgsian Chair also counts as a leadership position.

Market Applicability: All regions except Japan

How many women are executive officers at the company as of the last annual meeting? (Q387)

› This factor evaluates the number of executive officers who are women. Executive officers are defined
as the corporate executives whose compensation (remuneration) is disclosed in the company’s annual
proxy, management information circular, or annual report, per each market’s regulatory guidelines.
› According to some studies, increasing the number of women in executive roles correlates with better
long-term financial performance. Such findings could have a significant effect on the nomination of
women as executive officers.
› Companies with no women as named executive officers will lose credit. Credit will be capped for
companies having more than 2 women as executive officers.

The Global Leader in Corporate Governance & Responsible Investment 39 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› This factor is not scored for Anglo and Australian companies and is included for informational purposes
only.

Market Applicability: US, Canada, Anglo*, and Australia*

What is the standard deviation of director age? (Q388)

› This factor evaluates the range of director ages present on a board as expressed through the sample
standard deviation of ages. ISS will evaluate age primarily based on the birth year collected for each
director.
› A well-rounded board has the benefit of a diversity of viewpoints, concerns, and questions influenced by
board members’ age.
› Companies lower than the 25th percentile of the Governance QualityScore universe will not receive credit,
companies between the 25th and 75th percentiles will receive increasing levels of credit, and companies at or
above the 75th percentile will receive the maximum credit.

Market Applicability: All regions except Japan

What is the standard deviation of director tenure (in years)? (Q389)

› This factor evaluates the range of director tenures present on a board as expressed through the sample
standard deviation of tenures on the board. ISS will evaluate tenure by considering the number of years the
director has been a board member, and if less than one year, ISS will consider the number of months.
› A well-rounded board has the benefit of a diversity of viewpoints, concerns, and questions influenced by
board members’ tenure.

Market Applicability: All regions except Japan

Does the board exhibit ethnic or racial diversity? (Q390)

› GovernanceQuality Score will consider boards that include one or more of the following ethnicities and
races as exhibiting diversity: Black/African American, Hispanic/Latin American, Asian, Indian/South Asian,
Middle Eastern/North African, Native American/Alaskan Native, or Native Hawaiian/Other Pacific Islander.

Market Applicability: US

The Global Leader in Corporate Governance & Responsible Investment 40 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Board Structure Controversies

How many directors received withhold/against votes of 50% or greater at the last annual meeting?
(Q49)

› Significant opposition to a board member typically signifies a lack of accountability, responsiveness,

independence, and/or competence on the part of the targeted director, warranting further evaluation.
› Governance QualityScore will consider the number of directors with majority opposition of votes cast4 at the
last annual meeting. From the date of publication of the ISS proxy research report until the meeting results
are available, this question will be pending and the result will indicate “meeting results in progress” for this
factor.

Market Applicability: US, Canada

Has the board adequately addressed a shareholder resolution supported by a majority vote? (Q99)

› Directors should be responsive to the company’s owners, particularly in regard to shareholder proposals
that receive a majority of the votes cast.
› Governance QualityScore will consider whether majority support for shareholder proposals was evidenced,
and, if so, whether the board has adequately addressed it.

Factors that will be considered are:

› Disclosed outreach efforts by the board to shareholders in the wake of the vote;
› Rationale provided in the proxy statement for the level of implementation;
› The subject matter of the proposal;
› The level of support for and opposition to the resolution in past meetings;
› Actions taken by the board in response to the majority vote and its engagement with shareholders;
› The continuation of the underlying issue as a voting item on the ballot (as either shareholder or
management proposals); and
› Other factors as appropriate.

› In general, ISS’ determination of sufficient board response will be based on disclosure in the proxy for the
annual meeting after the majority vote was received.

Market Applicability: US

----------------------
4 For votes cast, ISS uses For/(For + Against). Abstentions are not included.

The Global Leader in Corporate Governance & Responsible Investment 41 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Has the board adequately responded to low vote support for a management proposal? (Q350)

› Certain management-sponsored ballot items may not be binding on the company, nevertheless it is still
important that companies listen to their shareholders on these votes and respond accordingly. These items
include director elections, the advisory vote on executive compensation, and the frequency of say on pay.
› Low support for director elections is considered less than 50% of the votes cast. ISS will examine whether
the company adequately responded to the underlying issues causing the low support for the nominees.
› For the advisory vote on executive compensation (say-on-pay), less than 70% of the votes cast is considered
low support. The company’s disclosure of its shareholder outreach to determine the reasons for the low
support, and the actions taken to address the issues, are key in this determination.
› Adoption of a say on pay frequency that received lower support than the frequency preferred by a majority
or plurality of shareholders is examined taking into account the rationale provided by the company for its
adoption, ownership structure, and any history of compensation concerns at the company.

Market Applicability: US

Has ISS determined that the board had problematic governance practices that reduced shareholder
rights? (Q345)

› Investors indicate little tolerance for unilateral boardroom adoption of bylaw amendments that diminish
shareholder rights. Factors taking into consideration in the ISS review include the rationale, disclosure, level
of impairment, track record, and other governance concerns.
› Unilateral bylaw/charter amendments that are considered material include, but are not limited to:
diminishing shareholder rights to call a special meeting/act by written consent, classifying the board,
increasing authorized capital, and lowering quorum requirements, without shareholder approval.
› Adverse charter and bylaw provisions and class structure adopted by newly public companies are also
subject to this scrutiny.
› Governance failures that are considered material include, but are not limited to: material failures of
governance, stewardship, risk oversight or fiduciary responsibilities at the company; failure to replace
management as appropriate; or egregious actions related to a director’s service on other boards that raise
substantial doubt about his or her ability to effectively oversee management and serve the best interests of
shareholders at any company.
› The most common categories of governance failures are excessive pledging of shares and failure to opt-out
of state laws requiring a classified board.

Market Applicability: US, Asiapac

The Global Leader in Corporate Governance & Responsible Investment 42 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What was the lowest percentage of vote support received by management-nominated directors at their
most recent annual meeting? (Q383)

› This factor helps investors find companies where investors might have governance concerns, as evidenced
by lower support for one of the management-nominated directors at their most recent annual general
meeting (AGM). For classified boards, the factor will report the lowest support for any sitting management-
nominated director at their most recent election regardless if the election was at the company’s most recent
annual general meeting. Bundled elections are not considered.
› For non-US companies, this factor will also consider if the board utilizes a US-style board structure.
› Opposition to a board member typically signifies a perceived lack of accountability, responsiveness,
independence, and/or competence on the part of the targeted director, warranting further evaluation.
› ISS collects meeting results for publicly traded securities as they are available; Unlisted and non-public
securities are excluded from the calculation. This factor will be updated and recalculated accordingly as vote
results are collected.
› From the date of publication of the ISS proxy research report until the meeting results are available, this
question will be pending and the result will indicate “meeting results in progress” for this factor.

Market Applicability: All regions except Japan and Russia

What was the percentage of vote support for the CEO at the most recent annual meeting? (Q391)

› This factor evaluates the vote support for the CEO on the board of directors from the company’s most
recent meeting where the shareholders elected the CEO to the board of directors.
› This is represented as a percentage of votes “for” over the sum of “for” and “against”, when available. If
voted shares are not reported, ISS will default to the company disclosed percentage voted “for” the
proposal.
› If the CEO does not serve on the board, if the CEO was appointed after the most recent meeting, or if
the CEO was elected in a slate ballot, the company will not be penalized.
› If there are multiple executives classified as CEO (e.g. co-CEOs), ISS will evaluate this factor for the CEO
with the lowest level of support.

Market Applicability: All regions except Japan and Russia

What was the percentage of vote support for the Board Chair at the most recent annual meeting?
(Q392)

› This factor evaluates the vote support for the Chair of the board of directors from the company’s latest
meeting where a Director Election for the Chair took place.

The Global Leader in Corporate Governance & Responsible Investment 43 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› This is represented as a percentage of votes “for” over the sum of “for” and “against”, when available. If
voted shares are not reported, ISS will default to the company disclosed percentage voted “for” the
proposal.
› Governance QualityScore will consider the vote support, whether no Chair is publicly identified, if there
is sufficient vote information, or whether no Chair is appointed.
› If there are multiple directors classified as Board Chair (e.g. co-Chairs), ISS will evaluate this factor for
the Board Chair with the lowest level of support.

Market Applicability: All regions except Japan and Russia

What percentage of directors received shareholder approval rates below 80%? (Q312)

› Governance QualityScore will consider the percentage of directors who received less than 80 percent of
votes cast at the most recent shareholder meeting.
› Opposition to a board member typically signifies a perceived lack of accountability, responsiveness,
independence, and/or competence on the part of the targeted director, warranting further evaluation.
Governance QualityScore will consider directors who received less than 80 percent shareholder approval.
ISS collects meeting results as they are available and this factor will be updated and recalculated
accordingly.
› This question is seeking to highlight director elections with “outlier” results. In 2016, among Russell 3000
companies, fewer than 4% of all director elections resulted in less than 80% shareholder support.
› From the date of publication of the ISS proxy research report until the meeting results are available, this
question will be pending and the result will indicate “meeting results in progress” for this factor.

Market Applicability: US

The Global Leader in Corporate Governance & Responsible Investment 44 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Compensation/Remuneration Category
Pay-For-Performance

Is there a cap on the CEO's annual bonus? (Q114)

› Best practices suggest companies disclose bonus caps for CEOs that are tied to a fixed and/or disclosed value
such as base salary.
› Governance QualityScore will consider the type of cap – if any – is applied to the annual bonus granted to
the CEO.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe (ex. Greece), Australasia

Is there a cap on executives', excluding the CEO, annual bonus? (Q115)

› Best practices suggest companies disclose bonus caps for executives that are tied to a fixed and/or disclosed
value such as base salary.
› Governance QualityScore will consider the type of cap – if any – is applied to the annual bonus granted to
executives other than the CEO.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe (ex. Greece), Australasia

What percentage of the annual bonus for the CEO is or can be deferred? (Q116)

› Deferred compensation is used by companies to reduce long-term risk and better align executive
compensation with company performance over the long term. Holdbacks or deferrals on compensation are
recommended best practice in many markets, particularly in the wake of the financial crisis and the
sharpened focus on tying pay to long-term company performance.
› Governance QualityScore will consider whether a portion of the annual bonus granted to the CEO is or can
be deferred.
› For Australasia and Anglo it will be taken into account whether or not the CEO is a significant shareholder
(representative) or whether or not shareholder guidelines have been met.

Market Applicability: W. Europe, Germanic, Anglo, S. Europe, Australasia

What percentage of the annual bonus for executives, excluding the CEO, is or can be deferred? (Q117)

› Deferred compensation is used by companies to reduce long-term risk and better align executive
compensation with company performance over the long term. Holdbacks or deferrals on compensation are

The Global Leader in Corporate Governance & Responsible Investment 45 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

recommended best practice in many markets, particularly in the wake of the financial crisis and the
sharpened focus on tying pay to long-term company performance.
› Governance QualityScore will consider whether a portion of the annual bonus granted to executives, other
than the CEO, is or can be deferred.
› For Australasia and Anglo it will be taken into account whether or not other executives are significant
shareholder(s) (representatives) or whether or not shareholder guidelines have been met.

Market Applicability: W. Europe, Germanic, Anglo, S. Europe, Australasia

What is the size of the CEO's one-year pay as a multiple of the median pay for the company's peers
(MOM)? (Q228)

› This relative measure expresses the prior year’s CEO pay as a multiple of the median pay of its ISS-
determined comparison group for the same period. Calculating this measure is straightforward: the
company’s one-year CEO pay is divided by the median pay for the comparison group. This measure ranges
generally from 0 (CEO has no pay) to 25 times median. The median company paid its CEO close to one times
the median of its peer group.
› Companies in regions where this factor is applied, but the local jurisdition does not require say-on-
pay/remuneration proposals and/or ISS has not performed a quantitative say-on-pay analysis, will not be
penalized.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, S. Europe, Nordic, Australasia

What is the degree of alignment between the company's TSR and change in CEO pay over the past five
years (PTA)? (Q229)

› This absolute measure compares the trends of the CEO’s annual pay and the value of an investment in the
company over the prior five-year period. The measure is calculated as the difference between the slopes of
weighted linear regressions for pay and for shareholder returns over a five-year period. This difference
indicates the degree to which CEO pay has changed more or less rapidly than shareholder returns over that
period.
› This measure ranges from approximately -100% to approximately +100%, negative scores indicating
misalignment.
› Companies in regions where this factor is applied, but the local jurisdition does not require say-on-
pay/remuneration proposals and/or ISS has not performed a quantitative say-on-pay analysis, will not be
penalized.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, S. Europe, Nordic, Australasia

The Global Leader in Corporate Governance & Responsible Investment 46 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What is the performance period for the latest active long-term incentive plan or the proposed plan for
executives? (Q233)

› Incentive plans whereby long-term incentives are granted based on performance should have a
performance period of at least 24 to 36 months in order to comply with the long-term nature of such a plan.

Market Applicability: W. Europe, Anglo, S. Europe, Australasia, Africa

What is the degree of alignment between the company's annualized three-year pay percentile rank,
relative to peers, and its three-year annualized TSR rank, relative to peers (RDA)? (Q329)

› ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between
pay and performance over a sustained period.
› Companies in regions where this factor is applied, but the local jurisdition does not require say-on-
pay/remuneration proposals and/or ISS has not performed a quantitative say-on-pay analysis, will not be
penalized.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, S. Europe, Nordic, Australasia

Non-Performance-based Pay

Have any executives been paid a guaranteed bonus in the most recent fiscal year or will be paid a
guaranteed bonus in the future? (Q156)

› Multiyear bonus guarantees are considered problematic under ISS’ Problematic Pay Practices policy and
sever the pay-for-performance linkage.
› This factor only considers cash-based bonuses.

Market Applicability: US, Canada

Does the company provide loans to executives? (Q154)

› In the applicable markets, ISS recommends that loans be made to employees only as part of a broad-based,
company-wide plan to encourage ownership rather than being given only to executive directors. ISS also
calls for loans with interest set at market rates to be paid back in full over a reasonable length of time.
› Governance QualityScore will consider whether the company has made loans to any of its executives and
whether these loans are made in the course of normal business activities. The loans provided to the

The Global Leader in Corporate Governance & Responsible Investment 47 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

company’s executive officers would aid them in purchasing shares of the company. This is usually given
without, or at a very low interest rate.

Market Applicability: Canada, W. Europe, Germanic, Anglo, S. Europe, Australasia, Africa, Russia

Is part of the bonus granted or to be granted guaranteed? (Q118)

› Guaranteed bonuses to senior executives are a problematic pay practice because it could result in
disconnect between pay and performance and undermines the incentivizing nature of such awards.
› For the Anglo, South African, Australian and New Zealand markets, all one-off short term awards with no
pre-set objectives attached will be considered as a guaranteed bonus.

Market Applicability: Canada, W. Europe, Germanic, Anglo, S. Europe, Australasia, Africa

Did the company grant a one-off reward to any of its executives? (Q159)

› One-off rewards are discretionary grants for executives granted for a range of reasons such as transactions,
new contracts, etc., often outside the scope of the remuneration policy, and not always tied to performance
(except if they are conditional to performance conditions).
› Governance QualityScore will consider whether one-off grants were rewarded, and, if so, whether
performance conditions were attached, or if no information is given.

Market Applicability: Germanic, S. Europe, Australasia, Africa

What is the ratio of the CEO's non-performance-based compensation (All Other Compensation) to Base
Salary? (Q237)

› High levels of aggregate perks and other payments, such as payments-in-lieu of perks, are aggregated in the
All Other Compensation amount. If these are greater than base salary it may reflect a significant additional
compensation stream.
› Governance QualityScore will consider the ratio of all other compensation – typically incorporating perks
and other non-performance-based payments – to base salary, to determine whether significant additional
compensation is being delivered through this conduit.

Market Applicability: US

The Global Leader in Corporate Governance & Responsible Investment 48 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Use of Equity

Does the company have an equity-based compensation/remuneration plan? (Q322)

› Governance QualityScore will consider whether the company has established an equity-based compensation
plan.
› In Japan, restricted shares and other equity-based compensations are generally categorized as performance-
based compensation, which is covered under Q375. This question will apply only to stock option plans in
Japan as disclosed in corporate governance reports.
› This factor is not scored for Japanese companies and is included for informational purposes only.

Market Applicability: AsiaPac, Latin America, Russia, South Korea, India, Japan*

Does the company have performance-based pay or other incentives for its executives? (Q375)

› Board of directors needs to create incentives that align the interests of executives with those of
shareholders to make it in executives’ best interest to do what’s in the shareholders’ best interests.
› Performance-based pay, though gaining in popularity, is not common in Japan, and fixed salary and annual
bonus make up most of executive pay. Presence of a performance-based pay or other incentive plans for
executives could not only provide incentives for executives to enhance shareholder value but also could be
seen as an indication of positive actions taken by the board.
› Information regarding presence of performance-based incentives is collected from corporate governance
reports.

Market Applicability: Japan

Do the company's active equity plans prohibit share recycling for options or stock appreciation rights?
(Q129)

› Companies with liberal share counting provisions receive more utilization for their shares than those
without the provision. Liberal use occurs when one or more of the following occur (i) tendered shares in
payment of an option are recycled, (ii) shares withheld for taxes are added back in, (iii) actual stock-settled
SARs/shares delivered are the only ones counted against the plan reserve.
› Governance QualityScore will consider whether recycling of stock options or stock appreciation rights is
prohibited in the active equity plans, or if it is not applicable to the company. Sourcing of the relevant
information will be from plan documents and will only consider employee plans (excluding plans for outside
directors).

Market Applicability: US

The Global Leader in Corporate Governance & Responsible Investment 49 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Do the company's active equity plans prohibit option or stock appreciation right repricing?(Q138)

› This question addresses whether the compensation plan documents expressly prohibit option repricing
without prior shareholder approval. Option repricing occurs when companies adjust outstanding stock
options to lower the exercise price. Option exchange occurs when the company cancels underwater options
and re-grants new options. Option replacements may be accomplished through option swaps, option re-
grants or cash. In the US and Canadian markets, extending the term of outstanding options is also
considered option repricing.
› Governance QualityScore will consider whether repricing of stock options or stock appreciation rights is
prohibited in the company's active equity plans, or if it is not applicable to the company. Sourcing of the
relevant information will be from plan documents and only considers employee equity plans, not outside
director only plans.

Market Applicability: US, Canada

Do the company's active equity plans prohibit options or stock appreciation rights cash buyouts?
(Q238)

› NASDAQ and New York Stock Exchange rules state that repricings are subject to shareholder approval unless
the (shareholder approved) plan specifically states otherwise. However, the rules on both exchanges leave
the door open for companies to exchange underwater stock options for a cash settlement, without seeking
shareholder approval of the exchange.
› Governance QualityScore will consider whether cash buyouts of stock options or stock appreciation rights
are prohibited in the company's active equity plans or if it is not applicable to the company. Sourcing of the
relevant information will be from plan documents and will only consider employee plans (excluding plans for
outside directors).

Market Applicability: US, Canada

Do the company's active equity plans have an evergreen provision? (Q239)

› Best practice dictates that shareholders approve each replenishment of shares available for an equity
compensation plan.
› Governance QualityScore will consider whether the company's active equity plans have an evergreen
provision, by which shares available for the plan are automatically replenished without a shareholder vote.

Market Applicability: US

The Global Leader in Corporate Governance & Responsible Investment 50 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Do the company's active equity plans have liberal change-in-control vesting provisions? (Q240)

› While change-in-control agreements have their place in order to insulate executives from loss of
employment in conjunction with a change in control, a liberal definition of change-in-control (e.g., a trigger
linked to shareholder approval of a transaction, rather than its consummation, or an unapproved change in
less than a substantial percentage of the board, or acquisition of a low percentage of outstanding common
stock, such as 15 percent) may result in award vesting and payout even if an actual change in control does
not occur. Such a definition may also discourage outside bids that could benefit shareholders.
› Governance QualityScore will consider whether the company's active equity plans have a liberal change-in-
control definition, under which executives may be entitled to receive accelerated vesting of equity grants
without the occurrence of an actual change in control.

Market Applicability: US

Has the company repriced options or exchanged them for shares, options, or cash without shareholder
approval in the last three years? (Q139)

› Per ISS’ policy and compensation best practices espoused by investors, repricings should be put to
shareholder vote.
› Governance QualityScore will consider whether shareholder approval was obtained in the event of any
repricing or exchanges in the last three years. Despite any provisions in the Plan allowing repricing, this
factor addresses actual repricing activity without prior shareholder approval.

Market Applicability: US, Canada

What is the total percentage of all outstanding equity-based plans towards the share capital? (Q127)

› Incentive plans where stock options performance shares are granted to executives and employees will lead
to a dilution of shareholder interests. Given the incentivizing nature of such instruments, shareholders
generally accept such dilution, provided the dilution is limited.
› Governance QualityScore will consider the total percentage of all outstanding equity based incentive plans
(granted as well as still to be granted) at the company level.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe, AsiaPac, Australasia, Latin America, Africa,
Russia, South Korea, India

The Global Leader in Corporate Governance & Responsible Investment 51 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Is there a maximum level of dilution per year? (Q128)

› In line with the question above, dilution due to long-term incentives can be capped on an annual basis,
which is considered good practice.
› Governance QualityScore will consider whether the company has capped the level of dilution on a yearly
basis.
› This factor is not scored for companies in Germanic region companies and is included for informational
purposes only.

Market Applicability: W. Europe, Germanic*, Anglo, AsiaPac

Does the company's three-year average adjusted burn rate exceed the average plus one standard
deviation of its industry and index peers? (Q130)

› Investors favor equity grants that align the interests of executives and employees with shareholders without
creating excessive dilution in share value. Governance QualityScore will evaluate and consider a company’s
burn rate, which refers to the average annual rate at which stock options and stock awards are granted
(sometimes referred to as share utilization) relative to the rate that is one standard deviation higher than
the mean of the company’s applicable index and industry. For more details, see the ISS Policy Gateway.

Market Applicability: US

What are the pricing conditions for stock options granted to executives? (Q136)

› Discounted options represent an immediate financial gain to the beneficiary equal to the market price minus
the level of the discount. Investors prefer that options be priced at no less than 100 percent of the shares'
fair market value.
› Governance QualityScore will consider pricing and disclosure of pricing levels, such as whether a discount is
given, the value of the discount, whether the price is set at market price or at a premium, and if that
premium is disclosed, or if no information is given. For companies in Australia and New Zealand, this is the
difference between the strike price (exercise price) and market price on the date of grant.
› For Australia and New Zealand companies, this question is applicable for active equity incentive plans that
provide for the issuance of options or SARs. Specifically, this question will evaluate all equity plans
containing shares available for grant, and there is no limitation to only consider plans from the previous
three years.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe, AsiaPac, Australasia, Latin America, Africa,
South Korea, India

The Global Leader in Corporate Governance & Responsible Investment 52 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Equity Risk Mitigation

Does the company have a clawback or malus provision? (Q155)

› The presence of clawback provisions may help ensure that real pay is not given for fictitious performance.
Clawbacks refer to the ability for the company to recoup bonuses or other incentive compensation in the
event of a fraud, restatement of results, errors/omissions or other events as may be determined.
› For the US market, ISS defines clawback as the company’s ability to recoup performance-based awards
(including any cash-based incentive awards, at a minimum) in the event of fraud, restatement of results,
errors/omissions or other related activities.
› For the Canadian market, these could include recoupment of equity awards (unvested or vested) as well as
annual incentive bonuses. ISS will consider only publicly disclosed clawback provisions that are already in
place.
› For Europe, the UK and Ireland, these could allow the company to recover payments already made through
the short-term or long-term incentive plans.
› For Australia and New Zealand markets, this factor measures whether the company has a provision stating
that paid awards, either in cash or stock, may be reclaimed or withdrawn (“clawed back”) in certain
circumstances, such as financial restatement or executive misconduct.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, Nordic, S. Europe, Australasia

What are the minimum vesting periods mandated in the equity plan documents for stock options or
stock appreciation rights? (Q131)

› A minimum vesting period ensures employee retention and alignment with shareholder interest.
› Best practice dictates that companies that disclose such information under a plan document or full text of
the plan provide more transparency on the vesting requirements of appreciation awards (i.e. stock options
and stock appreciation) to be granted under a specific equity plan.
› For US market, this question is applicable for active equity incentive plans that provide for the issuance of
options or SARs. Specifically, this question will evaluate all equity plans containing shares available for grant,
and there is no limitation to only consider plans from the previous three years. Actual vesting terms of
grants found under the award agreements and compensation discussion and analysis section of the proxy
statement are not considered. Governance QualityScore considers the minimum vesting requirement, which
is specified in a shareholder approved equity plan. In case the company has multiple equity plans that are
active, Governance QualityScore will consider the plan with the shortest vesting requirement. The minimum
vesting requirement must apply to options and SARs issuable under the plan (time-based and performance-
based) and must cover all eligible plan participants for credit to be given. No credit will be given if the plan
allows for individual award agreements or other mechanisms to eliminate the requirement.

The Global Leader in Corporate Governance & Responsible Investment 53 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› For non-US markets, this question is applicable for equity incentive plans that grant options or SARs that
were proposed for shareholder approval or amendment within the past three years from the most recently
concluded annual general meeting of the company. Actual vesting terms of grants found under the award
agreements and compensation discussion and analysis section of the proxy statement are not considered.
Governance QualityScore considers the minimum vesting requirement, which is specified in a shareholder
approved equity plan. In case the company amended/adopted multiple plans in the past three years,
Governance QualityScore will consider the plan with the shortest vesting requirement. Vesting for options
and SARs must apply to all executives for credit to be given.
› For the UK, South African, European, Australian, and New Zealand markets, this question is applicable for
active equity incentive plans that provide for the issuance of options or SARs. Specifically, this question will
evaluate all equity plans containing shares available for grant, and there is no limitation to only consider
plans from the previous three years. If there is no vesting disclosure found in the plan documents, actual
vesting terms of the grants will be considered.
› For US companies, credit for this question will only be granted if the minimum vesting restriction applies to
at least 95% of all awards. Additional carve-outs, such as for grants for non-executive directors, will result in
no credit being received on this question.
› For Canadian companies, this question is applicable for active equity incentive plans that provide for the
issuance of options or SARs. Actual vesting terms of grants found under the award agreements and
compensation discussion and analysis section of the proxy statement are considered. Governance
QualityScore considers the total vesting requirement of the awards granted to executives within the past
three years.
› Governance QualityScore will consider the minimum vesting period in terms of number of months before
any options/SARs would vest, or if no information is given. Sourcing of the relevant information will be from
plan documents rather than individual grant agreements or the proxy statement. In the case of ratable
vesting, the earliest possible vesting will determine the scored minimum vesting period; for example, with
three-year ratable vesting with the first vesting on the first anniversary of grant, this factor will be scored as
“twelve months.”
› To receive credit on this factor, companies should explicitly disclose that the first vesting event will occur no
sooner than the first anniversary of the grant. This is because some companies disclose “ratable vesting” but
then vest options in quarterly (or monthly) installments, or vest the first tranche on the date of grant.

Market Applicability: All regions except Japan

What are the minimum vesting periods mandated in the equity plan documents for restricted stock?
(Q132)

› A minimum vesting period ensures employee retention and alignment with shareholder interest.
› Best practice dictates that companies that disclose such information under the plan document or full text of
the plan provide more transparency on the vesting requirements of full value awards to be granted under a
specific equity plan.

The Global Leader in Corporate Governance & Responsible Investment 54 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› For US market, this question is applicable for active equity incentive plans that provide for the issuance of
any type of full-value awards (e.g. restricted stock, performance stock, etc). Specifically, this question will
evaluate all equity plans containing shares available for grant, and there is no limitation to only consider
plans from the previous three years. Actual vesting terms of established grants under the award
agreements and compensation discussion and analysis section of the proxy statement are not considered.
Only the minimum vesting requirement which is specified in a shareholder approved equity plan will be
counted. In case the company has multiple equity plans that are active, Governance QualityScore will
consider the plan with the shortest vesting requirement. The minimum vesting requirement must apply to
all types of full-value awards issuable under the plan (time-based and performance based) and must cover
all eligible plan participants for credit to be given. No credit will be given if the plan allows for individual
award agreements or other mechanisms to eliminate the requirement.
› For non-US markets, this question is applicable for equity incentive plans that grant stock awards that were
proposed for shareholder approval or amendment within the past three years from the most recently
concluded annual general meeting of the company. Actual vesting terms of established grants under the
award agreements and compensation discussion and analysis section of the proxy statement are not
considered. Only the minimum vesting requirement which is specified in a shareholder approved equity plan
will be counted. In case the company amended/adopted multiple plans in the past three years, ISS will
consider the plan with the shortest vesting requirement. Vesting for stock awards must apply to all
executives for credit to be given.
› For US companies, credit for this question will only be granted if the minimum vesting restriction applies to
at least 95% of all awards. Additional carve-outs, such as for grants for non-executive directors, will result in
no credit being received on this question.
› For Canadian companies, this question is applicable for active equity incentive plans that provide for the
issuance of any type of full-value awards (e.g. restricted stock, performance stock, etc.). Actual vesting terms
of grants found under the award agreements and compensation discussion and analysis section of the proxy
statement are considered. Governance QualityScore considers the total vesting requirement of the awards
granted to executives within the past three years.
› For the UK, South African, European,Australian, and New Zealand markets, this question is applicable for
active equity incentive plans that provide for the issuance of stock awards. Specifically, this question will
evaluate all equity plans containing shares available for grant, and there is no limitation to only consider
plans from the previous three years. If there is no vesting disclosure found in the plan documents, actual
vesting terms of the grants will be considered.
› Governance QualityScore will consider the vesting period in terms of number of months, or, if the company
does not grant restricted stock or the question is not applicable. Sourcing of the relevant information will be
from plan documents rather than individual agreements or the proxy statement. In the case of ratable
vesting, the earliest possible vesting will determine the scored minimum vesting period; for example, with
three-year ratable vesting with the first vesting on the first anniversary of grant, this factor will be scored as
“twelve months.”

The Global Leader in Corporate Governance & Responsible Investment 55 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› To receive credit on this factor, companies should explicitly disclose that the first vesting event will occur no
sooner than the first anniversary of the grant. This is because some companies disclose “ratable vesting” but
then vest options in quarterly (or monthly) installments, or vest the first tranche on the date of grant.

Market Applicability: All regions except Japan (South Korea*)

What are the vesting periods mandated in the plan documents, adopted or amended in the last three
years, for executives' other long-term plan? (Q133)

› A minimum vesting period ensures employee retention and alignment with shareholder interest.
› Governance QualityScore will consider the vesting period in terms of number of months, or, if the company
does not grant other long-term awards or the question is not applicable. Sourcing of the relevant
information will be from plan documents or the proxy statement.
› For Canadian companies, this question is applicable for active equity incentive plans that provide for the
issuance of any type of other long-term awards. Actual vesting terms of grants found under the award
agreements and compensation discussion and analysis section of the proxy statement are considered.
Governance QualityScore considers the total vesting requirement of the awards granted to executives
within the past three years.

Market Applicability: Canada, W. Europe, Germanic, Anglo, Nordic, S. Europe, AsiaPac, Australasia, Latin
America, Africa, Russia

What are the vesting periods mandated in the plan documents, adopted or amended in the last three
years, for executives' matching plan? (Q323)

› Governance QualityScore will consider the vesting period in terms of number of months, or if the company
does not match shares or options or the question is not applicable. Sourcing of the relevant information will
be from plan documents or the proxy statement. A minimum vesting period ensures employee retention
and alignment with shareholder interest.

Market Applicability: W. Europe

What are the vesting periods mandated in the plan documents, adopted or amended in the last three
years, for executives' deferral plan? (Q324)

› Governance QualityScore will consider the vesting period in terms of number of months, or if the company
does not defer the receipt of shares or options or the question is not applicable. Sourcing of the relevant
information will be from plan documents or the proxy statement. A minimum vesting period ensures
employee retention and alignment with shareholder interest.

The Global Leader in Corporate Governance & Responsible Investment 56 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Market Applicability: W. Europe

What is the holding or retention period for stock options for executives? (Q134)

› Executives should hold a meaningful portion of the shares acquired after exercise. A meaningful portion
would generally be viewed as 50 percent or more of net shares (after paying tax liabilities) held or 25
percent of gross shares.
› Research points to superior financial performance when officer and director stock ownership falls within a
certain range. These are requirements to retain ownership of a portion of shares acquired after the
exercising of an option, once specified stock ownership guidelines have been met by the executive and
he/she is able to exercise the options. It is generally net of taxes, and may be offered as a percentage of
shares acquired. The guidelines can apply to stock awards as well. The holding requirements of the stock can
be for a set number of years following the exercise of the option or through the term of the executive’s
employment or retirement, or a specified length of time following departure from company (hold until after
retirement).
› Governance QualityScore will consider the required post-exercise holding period, if any, based on the
number of months or if the period extends to or through retirement, or if no options are granted, or no
information is given in the proxy statement. A meaningful portion of net shares held would generally be
viewed as 50 percent or more. When evaluating this question for US companies, Governance QualityScore
will consider holding periods stipulated for named executive officers. For cases of varying holding period
requirements among named executive officers, Governance QualityScore will assess and prioritize that
which applies to the CEO."
› For Australia and New Zealand companies, this question is applicable for active equity incentive plans that
provide for the issuance of options or SARs. Specifically, this question will evaluate all equity plans
containing shares available for grant, and there is no limitation to only consider plans from the previous
three years.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, S. Europe, Australasia, Latin America

What is the holding or retention period for restricted shares or stock awards for executives? (Q135)

› See Q134.

Market Applicability: US, W. Europe, Germanic, Anglo, S. Europe, Australasia, Latin America

The Global Leader in Corporate Governance & Responsible Investment 57 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What multiple of the salary is subject to stock ownership requirements or guidelines for the CEO?
(Q145)

› Best practice suggests that executives attain substantive share ownership by a certain time after
appointment to better align their interests with those of shareholders.
› Governance QualityScore will consider the percentage/multiple of salary subject to stock ownership
requirements, or if no information is disclosed. CEO stock ownership guidelines require or encourage
executives to own a certain amount of stock within a period of time. These guidelines are generally disclosed
as a multiple of base salary, number of shares, or a dollar value. This factor relates to the multiple of the
CEO's cash fixed remuneration or base salary as a basis for the stock ownership guidelines.
› For the Australian and New Zealand Markets, this may also be disclosed a multiple of cash fixed
remuneration.
› For the US market, multiples of less than three times salary raise the level of governance risk concern.
Further, ownership guidelines that consider unexercised appreciation awards and/or unearned performance
awards in meeting the requirement will not be considered as robust as such awards remain highly subject to
forfeitures. Hence, no credit will be given to this factor for the inclusion of the aforementioned awards. For
other markets, multiples of less than one time salary or nondisclosure would raise governance risk concern.

Market Applicability: US, Canada, W. Europe, Anglo, S. Europe, Nordic, Australasia

What multiple of the salary is subject to stock ownership requirements or guidelines for executives,
excluding the CEO? (Q146)

› Best practice suggests that executives attain substantive share ownership by a certain time after
appointment to better align their interests with those of shareholders.
› Governance QualityScore will consider the percentage/multiple of salary subject to stock ownership
requirements, or if no information is disclosed. For the Australia and New Zealand markets, executive stock
ownership guidelines require or encourage executives to own a certain amount of stock within a period of
time. These guidelines are generally disclosed as a multiple of cash fixed remuneration, base salary, number
of shares, or a dollar value. This factor relates to the multiple of the other executives’ cash fixed
remuneration or base salary as a basis for the stock ownership guidelines.

Market Applicability: W. Europe, Anglo, S. Europe, Australasia

The Global Leader in Corporate Governance & Responsible Investment 58 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Non-Executive Pay

Does the company provide loans to directors? (Q104)

› Any loans made to directors should be as part of a broad-based, company-wide plan available to all
employees to encourage ownership rather than being given only to non-executive directors. Loans should
be set at market interest rates, and require full repayment over a reasonable length of time.
› Governance QualityScore will consider whether the company has granted loans to its non-executive
directors and whether such loans are granted in the course of normal business activities.

Market Applicability: Canada, S. Europe, Russia

Do directors participate in equity-based plans? (Q109)

› Best practice suggests non-executive directors not to participate in equity-based plans as this puts them at
the same level of executives who should be monitored and remunerated by non-executive directors.
Deferred share units (DSUs) received in-lieu of cash compensation are not considered for this question;
however, DSUs or any other equity-based compensation given to directors in addition to retainer are
included.
› Governance QualityScore will consider whether non-executive directors will participate in equity based
plans.

Market Applicability: Canada, W. Europe, Germanic, Nordic, S. Europe, Russia

Do non-executive directors participate in performance-related remuneration? (Q110)

› Best practice requires non-executive directors not to participate in performance based remuneration as this
puts them at the same level of executives who should be monitored and remunerated by non-executive
directors.
› For the UK, South African, European, Australian and New Zealand markets, this factor considers whether
performance-related remuneration is granted during the most recently concluded fiscal year.
› Governance QualityScore will consider whether non-executive directors participate in performance related
remuneration schemes.

Market Applicability: W. Europe, Germanic, Anglo, S. Europe, Australasia, Latin America, Africa, Russia, India,
AsiaPac

The Global Leader in Corporate Governance & Responsible Investment 59 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What part of the total remuneration received by directors is options-based? (Q107)

› Best practice suggests that directors should not receive options as remuneration but instead should receive
equity as a retainer or in lieu of cash. The underlying rationale is that directors’ independence could be
compromised and their interests more aligned with management than with shareholders in situations where
director compensation is similar to executive compensation.
› Governance QualityScore will consider the percentage of options granted relative to the total remuneration
received by non-executive directors if such information is disclosed.

Market Applicability: Canada

Are directors eligible to receive grants or awards under the plan involved in its administration? (Q325)

› Governance QualityScore will consider whether directors receive grants or awards under a plan which they
are responsible themselves for the administration of. Directors receiving grants under a plan that they are
responsible for administering presents a clear conflict of interest.

Market Applicability: AsiaPac, Latin America, India

Communications and Disclosure

Does the company disclose the remuneration paid to the board in annual general meeting proxy filings?
(Q341)

› The best practice is to disclose the aggregate remuneration paid to the board members in the company's
proxy filings. Most companies do not disclose such information in the proxy materials.
› Governance QualityScore will consider whether or not such disclosure was made in the proxy filings.

Market Applicability: South Korea

Does the company disclose details of individual executives' or inside directors' remuneration? (Q112)

› Best practice suggests companies to disclose complete and individual information on executives'
remuneration, especially for the CEO.
› Governance QualityScore will consider the level of disclosure on remuneration granted to executives,
whether information is disclosed per individual and whether information contains breakdowns of the
various remuneration components.

Market Applicability: AsiaPac, S. Europe, Latin America, Russia, India, Japan

The Global Leader in Corporate Governance & Responsible Investment 60 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Does the company have a policy on executive remuneration and a computation basis for pay? (Q376)

› Executive remuneration is typically a mixture of salary, bonuses, shares of or call options on the company
stock, benefits, and perquisites, ideally configured to take into account government regulations, tax law, the
desires of the organization and the executive, and rewards for performance. Corporate executive
remuneration should be aligned with long-term goals and strategies and with long-term shareowner
interests. Remuneration should be structured to achieve long-term strategic and value-creation goals.
› Until recent years little attention had been paid to executive remuneration and executive pay policy in Japan
and many still lacks a framework for setting and deciding executive pay. This question will consider whether
the company has established a policy on executive pay as disclosed in the corproate governance report, but
does examime the rigor of such policy.

Market Applicability: Japan

What is the level of disclosure on performance measures for the short-term incentive plan for
executives? (Q113)

› Poor or missing disclosure of the financial basis for performance metrics make it difficult for investors to
judge the quality and/or rigor of these metrics. ISS looks into performance measures used in awarding short-
term incentives or annual bonuses to executives. Best practice is to disclose the target performance metrics
at least on a retrospective basis.
› Governance QualityScore will consider the extent of disclosure of financial performance criteria and
disclosed hurdle rates (such as threshold, goal/target, maximum) for short-term, typically annual, cash
incentive plans.
› By definition, the plan is one-year or less in the US The performance measure(s) can be any type of objective
pre-determined financial goal, such as earnings per share or earnings before interest, tax, depreciation, and
amortization.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, Nordic, S. Europe, AsiaPac, Australasia, Africa,
Russia, Latin America

What is the level of disclosure on performance measures for long-term equity and cash awards granted
in the last fiscal year? (Q246)

› Poor or missing disclosure of the financial basis for performance metrics make it difficult for investors to
judge the quality and/or rigor of these metrics. ISS will evaluate long-term equity and cash awards granted
in the most recent fiscal year based on pre-determined metrics and target goals.
› Governance QualityScore will evaluate and consider whether performance conditions for the latest
proposed long-term incentive plans are disclosed and measured by including, for example, targets compared

The Global Leader in Corporate Governance & Responsible Investment 61 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

with peer group performance, etc. This question combines several questions that examined disclosure of
performance measures for different long-term pay instruments.

Market Applicability: US, Australasia, Russia, Africa, Anglo, AsiaPac, Canada, Germanic, Latin America, Nordic, S.
Europe, W. Europe

Does the company disclose a performance measure for matching for executives? (Q121)

› Poor or missing disclosure of the financial basis for performance metrics make it difficult for investors to
judge the quality and/or rigor of these metrics.
› Governance QualityScore will consider the level of disclosure on performance measures for matching plans
if such incentives have been granted to executives in the past year.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe, Africa

Does the company disclose a performance measure for stock option plans for executives? (Q122)

› Poor or missing disclosure of the financial basis for performance metrics make it difficult for investors to
judge the quality and/or rigor of these metrics.
› Governance QualityScore will consider the level of disclosure on performance measures for stock option
plans if such incentives have been granted to executives in the past year.

Market Applicability: Canada, W. Europe, Germanic, Anglo, Nordic, S. Europe, AsiaPac, Latin America, Africa,
India

Does the company disclose a performance measure for restricted share or stock award plans for
executives? (Q123)

› Poor or missing disclosure of the financial basis for performance metrics make it difficult for investors to
judge the quality and/or rigor of these metrics. For the Canadian market, full value awards are part of the
executives' long-term incentive. Awards given under long-term incentive plans are either time-based, which
are called restricted share units (RSUs); or performance-based, called performance share units (PSUs); or a
combination of both. If the company has both plans, the PSU plan supersedes the RSU plan. ISS considers
full value awards which are either granted from the company's treasury or purchased in open market.
› Governance QualityScore will consider the level of disclosure on the performance basis (company targets or
peer group performance) for restricted share plans if such incentives have been granted to executives in the
past year.

Market Applicability: Canada, W. Europe, Germanic, Anglo, Nordic, S. Europe, AsiaPac, Latin America, Africa,
India

The Global Leader in Corporate Governance & Responsible Investment 62 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Does the company disclose a performance measure for other long-term plans for executives? (Q125)

› Poor or missing disclosure of the financial basis for performance metrics make it difficult for investors to
judge the quality and/or rigor of these metrics.
› Governance QualityScore will consider the level of disclosure on performance measures for other long-term
plans if such incentives have been granted to executives in the past year.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe, AsiaPac, Latin America, Africa

Does the company employ at least one metric that compares its performance to a benchmark or peer
group (relative performance)? (Q353)

› Governance QualityScore will consider whether company pre-established metric, from the previous fiscal
year, in any short term or long term incentive plan, is set relative (meaured on relative terms) to an external
group, such as a peer group, an index, or competitors.
› Metrics are considered if the metric falls above the thresholds of determining either 15% of the overall
compensation, or as a modifier able to adjust payouts both positively and negatively by at least 15%. For
relative modifier metrics, no credit will be given if the extent of payout adjustments is not disclosed.

Market Applicability: US

Has the company voluntarily adopted a management Say-on-Pay advisory vote resolution for the most
recent annual meeting? (Q166)

› As the MSOP resolution is not mandatory in all markets, Governance QualityScore will consider whether the
company has adopted a voluntary say-on-pay advisory vote for management at the latest annual general
meeting, or whether the company committed to such a resolution going forward.
› Johannesburg Stock Exchange (JSE) has instituted listing rules requiring an advisory say-on-pay vote for JSE-
listed companies, and therefore companies in the African market will only be penalized if they do not
comply with JSE listing regulations.

Market Applicability: Canada, W. Europe, Africa

What is the level of disclosure on CEO ownership guidelines? (Q250)

› As ownership guidelines in the German region are not common, ISS will only analyze the level of disclosure.
› Governance QualityScore will consider the level of disclosure on CEO ownership guidelines.

Market Applicability: Germanic

The Global Leader in Corporate Governance & Responsible Investment 63 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What is the level of disclosure on on environmental or social performance measures for the short-term
incentive plan for executives? (Q394)

› Since companies are increasingly tying executive compensation to meeting sustainability goals, ISS will
evaluate the level of disclosure for pre-determined environmental or social type of performance metrics tied
to an executive’s short term incentive plan.
› Governance QualityScore will consider the extent of disclosure of specific performance criteria (such as
threshold, goal, maximum) and disclosed hurdle rates for short-term, typically annual, cash incentive plans.
By definition, the plan is one-year or less in the US
› In the US, Canada, Australia, and New Zealand, only plans from the most recent fiscal year will be
considered.
› Governance QualityScore will consider various company disclosed environmental, social, or general
sustainability performance measures for this factor, such as those focusing on climate change and energy
usage or labor conditions in the supply chain.

Market Applicability: All regions except Japan, India, and South Korea

What is the level of disclosure on on environmental or social performance measures for any long-term
incentive plan for executives granted in the last fiscal year? (Q395)

› Since companies are increasingly tying executive compensation to meeting sustainability goals, ISS will
evaluate the level of disclosure for pre-determined environmental or social type of performance metrics tied
to an executive’s long-term incentive plan in the last fiscal year.
› Poor or missing disclosure of the financial basis for performance metrics make it difficult for investors to
judge the quality and/or rigor of these metrics. ISS will evaluate long-term equity and cash awards granted
in the most recent fiscal year based on pre-determined metrics and target goals.
› ISS will consider various company disclosed environmental, social, or general sustainability performance
measures for this factor, such as those focusing on climate change and energy usage or labor conditions in
the supply chain.

Market Applicability: All regions except Japan, India, and South Korea

What is the level of disclosure on diversity and inclusion performance measures for the short-term or
any long-term incentive plan for executives? (Q398)

› As some companies are beginning to tie a portion of executive compensation to meeting diversity and
inclusion goals, ISS will evaluate the level of disclosure for diversity and inclusion-related performance
metrics tied to executives’ short term or long-term incentive plans.
› Governance QualityScore will consider the extent of disclosure of pre-determined metrics for short-term,
typically annual, cash incentives, and long-term incentive plans in the most recent fiscal year.

The Global Leader in Corporate Governance & Responsible Investment 64 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› This factor is not scored in India and is included for informational purposes only.

Market Applicability: All regions except Japan and South Korea

Termination

What is the trigger under the change-in-control agreements? (Q148)

› A single trigger requires only a change in control and no subsequent termination of employment or
substantial dimunition of duties for the executive to receive his/her exit pay package. A modified single
trigger is similar, but provides a specific window period during which time the executive can leave
employment for any reason. In both instances, the executive can unilaterally decide whether to continue
employment and may not be sufficiently motivated to stay with the company long term given the prospect
of unconditional payment. Moreover, if the board of the new company wishes to retain the services of the
executive, they may negotiate any contract under circumstances that give the executive considerable
leverage in seeking retention payments or additional compensation. A double trigger generally requires an
actual termination of employment by the company or by the executive for good reason or a substantial
diminution of responsibilities under the executive's new role.
› Governance QualityScore will evaluate and consider the type of trigger employed in change-in-control
agreements, and the year the change-in-control agreement was entered into.

Market Applicability: US, Canada

Do equity-based plans or other long-term awards vest completely upon a change-in-control? (Q153)

› While change-in-control agreements have their place in order to insulate executives from loss of
employment in conjunction with a change in control, accelerated vesting of the CEO or next highest paid
officer's all outstanding equity grants tends to disconnect pay from performance and may incentivize
executives to pursue transactions not in the best interests of shareholders. Best practice dictates that equity
based plans vest in the event of termination of employment combined with a change of control transaction
(double-trigger).
› Governance QualityScore will consider vesting triggers for the CEO’s outstanding equity awards. This factor
is specifically for the company's CEO. If the company has a new CEO, the provisions for his/her equity
remuneration would be captured. Governance QualityScore will consider vesting triggers for all outstanding
equity awards of the CEO. If the company disclosed multiple events related to the treatment of equity upon
CIC, ISS will consider the specific event applicable to the highest number of outstanding equity awards.
› The possible answers for this question are: Auto accelerated vesting; Converted/Assumed; Accelerated if
not assumed; Vest only upon termination; Full board discretion; Other; Information on change-of-control

The Global Leader in Corporate Governance & Responsible Investment 65 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

provisions cannot be determined due to inadequate disclosure; and the company does not issue equity
based awards.

Market Applicability: US, Canada, Australasia, Latin America

In the event of termination of the contract for executives, does the equity-based remuneration vest?
(Q150)

› Accelerated vesting of equity grants or even continued vesting after termination of contracts of executives
tends to disconnect pay from performance.
› Governance QualityScore will consider the treatment of equity awards upon termination of an executive’s
contract. This question addresses executives’ contracts only, not the CEO’s which is in a separate question.
Governance QualityScore will look for provisions on the treatment of equity in the event the executive’s
contract has been terminated without cause, such as redundancy.

Market Applicability: Australasia, S. Europe

What is the multiple of pay in the change-in-control or the severance agreements for the CEO? (Q161)

› Under ISS' benchmark policy, severance payments (in Europe) upon a change of control (all other regions)
that are in excess of a one time (Netherlands), two times (Canada and Europe), or three times (US) the base
salary and bonus are problematic in all instances and considered excessive for all named executive officers.
The 'pay' mentioned in this question includes only base salary and bonus. Long-term cash and/or equity
awards are not considered for this question.
› In the European markets, this factor pertains to standard executive severance agreements and may also
include non-compete clause compensation. In the US and Canada ISS will only consider change-in control.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, Nordic, S. Europe (ex. Greece), Africa, Russia

What is the basis for the change-in-control or severance payment for the CEO? (Q247)

› Governance QualityScore will consider the basis upon which change-in-control or severance payments for
the CEO are calculated.
› The possible answers for this question are: No Information; Salary; Salary + Average Bonus; Salary + Most
Recent Bonus; Salary + Maximum Bonus; Salary + Other; Salary + Last/Highest Paid Bonus; and Salary +
Target Bonus
› For markets outside the US, termination pay elements may include either (or a combination) of the
following: salary, bonus, and benefits.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, Nordic, S. Europe (ex. Greece), Africa, Russia

The Global Leader in Corporate Governance & Responsible Investment 66 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What is the multiple of pay in the change-in-control or the severance agreements for executives,
excluding the CEO? (Q160)

› Under ISS’ benchmark policy, payments that are in excess of one time (Netherlands), two times (Canada and
Europe), or three times (US) base and bonus multiple are problematic in all instances and considered
excessive for all named executive officers. Multiples equal to or below mentioned base and bonus are
considered acceptable, per ISS’ policy.
› Governance QualityScore will consider what multiple of salary plus bonus executives will receive under
employment agreements due to a change-in-control event or termination of contract.
› In the European markets this factor pertains to standard executive severance agreements and may also
include non-compete clause compensation. In the US and Canada ISS will only consider change-in control.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe, Africa, Russia

What is the basis for the change-in-control or severance payment for executives excluding the CEO?
(Q248)

› Payments based on base salary plus target or actual bonuses are acceptable. A payment based on the
maximum bonus, or particularly on the “greater of” actual and maximum, is considered excessive.
› Governance QualityScore will consider what the basis upon which change-in-control or severance payments
for executives are calculated.
› In markets outside the US, termination pay elements may include either (or a combination) of the following:
salary, bonus and benefits.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe (ex. Greece), Africa, Russia

How long is the notice period for the CEO if the company terminates the contract? (Q152)

› When a company terminates the contract of the CEO, it is, in most cases, obliged to continue contractual
payment until a certain period. Shareholders accept this provided the notice period is limited to six months.
› Governance QualityScore will consider the length of the notice period for the CEO if the company terminates
the contract.

Market Applicability: Australasia, S. Europe*

Does the company provide excise tax gross-ups for change-in-control payments? (Q162)

› An excise tax is an additional tax imposed by the IRS for change-in-control related severance pay that
exceeds three times an executive's average taxable income--including salary, bonus, and the gains on any

The Global Leader in Corporate Governance & Responsible Investment 67 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

equity compensation--over the previous five years. While excise tax-gross-ups became somewhat common
during the 1990s, recent shareholder opposition to the practice has led many companies to eliminate the
provision, based on rationale that executive officers should be responsible for their individual tax liabilities
and that common market practice does not justify extraordinary financial burdens to companies and their
shareholders. Further, the excise tax gross-up provision leads to such substantial increases in potential
termination payments that it may encourage executives to negotiate merger agreements that may not be in
the best interests of shareholders. Companies have begun to provide for packages to be reduced to the
extent necessary not to trigger the excise tax. In some instances, the company may commit to lower a
severance payment to just below the cap in limited circumstances, but to pay a gross-up if the payment
exceeds that level, which does not address the fundamental problems with these features.
› Governance QualityScore will consider whether gross-ups for change-in-control payments are made,
whether the company provided gross-ups, but made a commitment not to provide them upon change-in-
control in the future, whether the company implemented gross-up provisions in a contract that was new or
materially amended within the past year, and whether the company provides tax gross-ups in one or more
contracts, but none were entered into or materially amended last year. The question applies to all
executives, not just the CEO.

Market Applicability: US, Canada

What is the length of employment agreement with the CEO? (Q163)

› Best practices dictate that companies should not enter into fixed-duration employment contracts with
executives, and if they do, only enter into employment contracts under limited circumstances for a short
time period (e.g., new executive hires for a three-year contract) for a finite number of executives. The
individual agreements should not have an automatic renewal feature and should have a specified
termination date. An auto-renew feature indicates that the agreement can be extended in perpetuity, for all
intents and purposes, unless either party provides direction to the contrary pursuant to a defined notice
period.
› This factor is not scored and is included for informational purposes only.

Market Applicability: US

Compensation Controversies

Has the ISS qualitative review identified a pay-for-performance misalignment? (Q300)

› ISS’ qualitative analysis of executive compensation identifies pay practices and design features that may
strengthen or weaken the linkage between executive pay and company performance. Features and practices
to be examined in ISS’ qualitative analysis may include (but are not limited to): the rigor of performance

The Global Leader in Corporate Governance & Responsible Investment 68 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

conditions on incentive plans, the percentage of performance-based equity pay, whether termination
provisions may enable “pay for failure,” the presence of retention or other discretionary awards,
“realizable” pay relative to granted pay, and other features of the pay design as deemed appropriate to the
company’s specific circumstances.

Market Applicability: US, Canada

Has ISS identified a problematic pay practice or policy that raises concerns? (Q301)

› ISS’ focus is on specific executive compensation practices that run counter to a pay-for-performance
philosophy, including, but not limited to: problematic practices related to non-performance-based
compensation elements such as excessive perquisites; incentives that may motivate excessive risk taking;
and specific problematic practices such as options backdating or repricing options held by top executives
and/or directors or repricing any options without shareholder approval.
› For Anglo, Governance QualityScore will consider the remuneration policy the company has in place until
such policy is renewed regardless of whether there are remuneration reports on subsequent agendas
between policies.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, Nordic, S. Europe, Australasia, Latin America,
Africa, Russia, India

Did the most recent Say-on-Pay proposal receive significant opposition from shareholders? (Q328)

› Governance QualityScore will consider the level of shareholder support on the most recent Say-on-Pay
proposal at the last annual meeting where the say on pay proposal was up for vote. US company meeting
results are compared to 70 percent of votes cast, while Australian company meeting results are compared
to 75 percent, which are when ISS’ policies initiate a review of the Board’s responsiveness to the low
shareholder support for the applied markets.
› From the date of publication of the ISS proxy research report until the meeting results are available, this
question will be pending and the result will indicate “meeting results in progress” for this factor.

Market Applicability: US, Australia

What was the percentage of vote support received from shareholders on the most recent Say-on-Pay or
remuneration proposal? (Q385)

› This factor will display the actual percentage level of shareholder support on the most recent resolution to
Approve the Remuneration Report at the last annual meeting where the proposal was up for vote.

The Global Leader in Corporate Governance & Responsible Investment 69 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› From the date of publication of the ISS proxy research report until the meeting results are available, this
question will be pending and the result will indicate “meeting results in progress” for this factor.
› Companies in regions where this factor is applied, but the local jurisdition does not require say-on-
pay/remuneration proposals (such as Canada), will not be penalized for not having a proposal.
› If there are multiple Say-on-Pay or remuneration proposals, ISS will evaluate this factor for the proposal with
the lowest level of support.

Market Applicability: Australasia, US, Canada, Anglo, W. Europe, and Africa.

What is the ratio of the CEO's total compensation to the next highest-paid executive? (Q232)

› Internal pay parity ratios among executives may be an indicator of potential succession-planning challenges
within the organization, and may also signal that pay levels for the CEO are excessive.
› Governance QualityScore will measure the CEO’s total compensation as a ratio of the next highest-paid
active executive's pay.

Market Applicability: US

Has the company made special grants to executives excluding the CEO in the most recent fiscal year?
(Q399)

› Companies may award special grants to executives that are outside the scope of the compensation plan,
which are not necessarily tied to performance. This factor captures the presence of out-of-plan awards or
special grants made to non-CEO executives.
› Governance QualityScore will consider new-hire grants, new employment agreements (or retention grants),
and all other one-time grants.

Market Applicability: US

What percentage of the CEO's total compensation was due to special grants in the most recent fiscal
year? (Q400)

› Companies may award special grants that are outside the scope of the compensation plan, which are not
necessarily tied to performance. This factor captures the presence of out-of-plan awards or special grants
made to the CEO.
› Governance QualityScore will consider new-hire grants, new employment agreement (or retention grants),
and all other one-time equity grants to the CEO as a percentage of the CEO’s total compensation.

Market Applicability: US

The Global Leader in Corporate Governance & Responsible Investment 70 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Shareholder Rights & Takeover Defenses

One Share, One Vote

Does the company have classes of stock with different voting rights or unequal ability to elect
directors? (Q54)

› Dual-class capital structures can serve to entrench certain shareholders and management, insulating them
from possible takeovers or other external influence or action. The interests of parties with voting control
may not be the same as those of shareholders constituting a majority of the company’s outstanding capital.
Additionally, research suggests that companies with dual-class capital structures or other antitakeover
mechanisms often trade at a discount to similar companies without such structures.
› The question will evaluate whether the company has issued stock types with different voting rights.
Convertible securities entitled with various voting right which is equal to the number of converted common
shares are excluded.

Market Applicability: All regions except Japan (Australasia*, India*, South Korea*)

What is the percentage of votes outstanding controlled by shares with enhanced voting rights? (Q384)

› This factor helps investors differentiate between cases where multi-class share structures severely impair
the shareholder rights of common stockholders.
› For companies with differential voting rights, higher values indicate greater levels of voting control exerted
by the enhanced voting share class. For companies with non-voting shares outstanding, this figure will be
one hundred percent.
› Governance QualityScore will consider companies with five percent or less of the voting power concentrated
in enhanced voting rights shares as immaterial.

Market Applicability: US, Canada

Does the company have a class shares with full or multiple voting rights? (Q369)

› Issuing shares with multiple voting rights is often claimed by proponents that it allows the founders and
management to maintain control over the strategic direction of the company. Such a structure helps them
focus on the long-term growth of the company instead of immediate financial return. It is also seen to be a
tool to defend against unwanted takeover attempts, as the controlling parties can vote down takeover
proposals by exercising their voting power. On the other side, weighted voting right structures are
considered to be problematic, because such governance structures, with superior voting power held by a
group of associated persons, increase the risk that the management may pursue projects that are not in the

The Global Leader in Corporate Governance & Responsible Investment 71 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

best interests of the company but for their own good. This deteriorated agency problem may imply higher
cost of capital on future fund raising.
› Similarly, class shares with full voting rights violates the principle of one-share-one-vote, and could
contribute to board and management entrenchment.

Market Applicability: Japan

Are there any directors on the board who are not up for election by all classes of common
shareholders? (Q55)

› Barring some holders of common stock from voting on directors may serve to entrench board members and
perpetuate control by certain blocks or groups.
› Governance QualityScore will consider whether any directors are not elected by all classes of common stock.

Market Applicability: US, Canada

Is there a sunset provision on the company's unequal voting structure? (Q56)

› Some companies with unequal voting structures have set the conditions upon which the unequal voting
structure will be terminated and an equal voting structure will take place. Such a condition is called a
“sunset provision” in this regard.
› Governance QualityScore will consider whether unequal voting structures include a sunset (termination)
provision, or if it is not applicable or not disclosed.
› In the US, it will also evaluate the number of years post-IPO the unequal voting structure will terminate, or if
the company has not provided sufficient information to determine the sunset period. When assessing the
time-based provision, Governance QualityScore will follow ISS Benchmark Research policy.

Market Applicability: US, Canada

What is the percentage of multiple voting rights or voting certificates relative to total voting rights?
(Q57)

› In tandem with Q58, this factor measures the percentage of multiple voting rights or voting certificates
relative to the total number of voting rights. Higher values indicate that more voting power is concentrated
in stock classes with multiple voting rights.
› Governance QualityScore will also take into account time-phased or loyalty voting rights, which assign
additional voting power to shareholders holding a company’s stock for a definitive length of time.
› This factor is not scored for AsiaPac, Australasian, Indian, Russian, and Latin American companies and is
included for informational purposes only.

The Global Leader in Corporate Governance & Responsible Investment 72 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Market Applicability: US, Canada, W. Europe, S. Europe, Germanic, Anglo, Nordic, Africa, AsiaPac*, Australasia*,
India*, Latin America*, Russia*

What is the free float percentage of multiple voting rights or voting certificates? (Q58)

› In tandem with Q57, this factor measures the free float percentage of multiple voting rights.
› The free float percentage indicates whether enhanced voting rights are available to the public or whether
enhanced voting rights are mainly held by significant shareholders. Multiple voting rights are not best
practice, but high public availability of such voting rights may mitigate their distorting effect.
› This factor is not scored for Russian companies and is included for informational purposes only.

Market Applicability: W. Europe, S. Europe, Germanic, Anglo, Nordic, Africa, Russia*

What percentage of voting rights is represented by depositary receipts, where a foundation votes
unexercised proxies? (Q59)

› Depositary receipts have typically been issued by Dutch companies in order to keep minority shareholders
from exerting disproportionate influence at general meetings where attendance is often low. Under this
system, the underlying shares are nearly all held by a foundation, which is usually independent of the
company that has issued the depositary receipts.
› These instruments are sold on the market, and holders of such instruments are entitled to the same rights as
ordinary shareholders, except for voting rights. In order to vote, the holders need to request a voting proxy
from the foundation, or they can exchange their depositary receipts for the underlying shares. Taking these
steps can sometimes be restricted either by limitations on the ability to request voting proxies or to
exchange depositary receipts for shares.

Market Applicability: W. Europe

Has the company indicated to eliminate the system of depositary receipts? (Q60)

› Over the past 10 years, Dutch companies have gradually eliminated the system of depository receipts based
on attendance of shareholders at general meetings. In general, if attendance of shareholders in the past
three years has reached thresholds of 30 percent or higher, a number of Dutch companies have committed
to eliminating the system.
› This question will consider whether the company has indicated publicly to consider eliminating the system
of depository receipts.

Market Applicability: W. Europe

The Global Leader in Corporate Governance & Responsible Investment 73 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Are depositary receipt holders restricted in their voting rights? (Q61)

› Traditionally depositary receipts could be exchanged for shares or holders of such depositary receipts could
request a voting proxy, but only to a certain limit (usually between 1 and 2 percent of the share capital).
Dutch companies have mostly eliminated these barriers.
› Governance QualityScore will consider whether holders of depositary receipts can request for voting proxies
or exchanging their depositary receipts in shares are limited in their right.

Market Applicability: W. Europe

What percentage of issued share capital is composed of non-voting shares? (Q63)

› In tandem with Q64, this factor measures the percentage of non-voting, non-deferred nominal share capital
relative to the total nominal share capital.
› The issue of preferential non-voting shares, where the lack of voting is compensated by a higher or
guaranteed dividend, is accepted up to a certain point. However, when non-voting shares are used in excess,
the influence of shareholders on company decisions can be hampered, especially if the free float percentage
of the voting rights is limited.
› This factor is not scored for Australasian, AsiaPac, Indian, and Latin American companies and is included for
informational purposes only.

Market Applicability: US, Canada, W. Europe, Germanic, Anglo, Nordic, S. Europe, Africa, Russia, Australasia*,
AsiaPac*, India*, Latin America*

What is the free float percentage of voting rights? (Q64)

› In tandem with Q63, this factor measures the free float percentage of voting rights. The free float
percentage indicates whether voting rights are available to the investor public or whether voting rights are
mainly held by significant shareholders.
› Governance QualityScore will also factor in time-phased or loyalty voting rights, which assign additional
voting power to shareholders holding stock for a certain length of time.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe, Africa, Russia

Does the company have an absolute voting right ceiling? (Q65)

› The existence of an absolute voting right ceiling, which caps the vote after a certain threshold has been
reached, always creates a voting right distortion for the shareholders whose stake lies above the ceiling. The

The Global Leader in Corporate Governance & Responsible Investment 74 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

lower the ceiling, the more shareholders see their voting rights reduced and the larger the voting right
distortion.
› Governance QualityScore will consider whether a ceiling expressed as a percentage of all shares outstanding
is in place, the percentage of the ceiling, or if no information is disclosed.

Market Applicability: W. Europe, Germanic, Nordic, S. Europe, Latin America

Does the company have a relative voting right ceiling? (Q66)

› The existence of a relative voting right ceiling, which caps the vote after a certain threshold has been
reached, always creates a voting right distortion for the shareholders whose stake lies above the ceiling. The
lower the ceiling, the more shareholders see their voting rights reduced and the larger the voting right
distortion.
› Governance QualityScore will consider whether a ceiling expressed as a percentage of all shares represented
at the general meeting is in place, the percentage of the ceiling or if no information is disclosed.

Market Applicability: W. Europe, Germanic, Nordic, S. Europe

Does the company have an ownership ceiling? (Q67)

› A discounted score for the existence of ownership ceilings is meant to reflect the tendency of investors to
discount companies featuring ownership ceilings; as such ceilings curb investments and thus limit the voting
power shareholders may attain.
› Governance QualityScore will consider whether an ownership ceiling expressed as a percentage of all shares
outstanding is in place, the percentage of the ceiling, or if no information is disclosed.

Market Applicability: Japan, W. Europe, Germanic, Anglo, Nordic, S. Europe, Australasia, Latin America, Africa,
Russia

Does the company have ownership ceilings for specific parties? (Q68)

› A discounted score for the existence of ownership ceilings is meant to reflect the tendency of investors to
discount companies featuring ownership ceilings, as such ceilings curb investments and thus limit the voting
power shareholders may attain, especially if such ceiling applies only to one group of shareholders.
› Governance QualityScore will consider whether, in the event the company has installed an ownership
ceiling, it is applicable to all shareholders or only to a certain category of shareholders (such as foreign
investors).

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe, Australasia, Latin America, Africa, Russia

The Global Leader in Corporate Governance & Responsible Investment 75 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Do shareholders or the State have the priority right? (Q69)

› The investor community generally disapproves of special shares that grant dispercentageately high voting
powers to the State (golden shares) or other specific shareholders (referred to as priority shares).
› Governance QualityScore will evaluate and consider the existence of priority rights held by the State or
specific shareholders and will qualify the nature of such rights into high or low importance.
› The factor will consider the priority rights of high importance if the specific shareholder or the State has the
right to directly appoint more than 50% of executives, directly appoint directors representing more than
50% of directors, or veto the appointment of directors representing more than 50% of directors.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe, Latin America, Africa, Russia

Is there a coattail provision attached to the company's unequal voting structure? (Q217)

› Coattail provisions provide protection for minority shareholders when a majority shareholder exists under a
dual capital structure, i.e. during a take-over bid, a similar offer is made to the "subordinate" share with that
of the "superior" shares.
› Governance QualityScore will consider whether the company has an unequal voting structure and whether a
coattail provision has been attached to the structure.

Market Applicability: Canada

Takeover Defenses

Does the company have targeted stock placement that can be used as a takeover defense? (Q72)

› At their holders’ discretion, financial instruments giving potential access to the company’s capital may be
exercised and may compromise the success of a takeover attempt through the dilution of the percentage of
voting rights available on the market. Holders of these instruments may or may not be existing shareholders
of the company.
› This question will measure the impact of targeted stock placement in the event of a takeover bid which the
company can use as a defense.

Market Applicability: W. Europe, S. Europe, South Korea

The Global Leader in Corporate Governance & Responsible Investment 76 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Does the company maintain preemptive rights in the event of a takeover bid? (Q73)

› Authorizations given to the management board to increase share capital do not always preserve preemptive
rights for existing shareholders, and may even sometimes be allowed during a takeover in certain markets.
› This question will measure the impact of the possibility of the company to issue shares and restrict
preemptive rights which it can use as a defense in the event of a takeover bid.

Market Applicability: W. Europe, S. Europe

Can the company target repurchased shares in the event of a takeover bid? (Q74 )

› Shares are usually repurchased either to minimize the dilution of employee share plans, to fund a share
exchange for acquisitions, or to increase earnings per share (by stabilizing the share price). At the same
time, a share repurchase could also be used as a takeover defense, which reduces the voting power of the
floating capital and increases the relative voting power of the reference or core shareholder(s). This may
happen when the company repurchases its own shares during a takeover and when voting rights of
repurchased shares are temporarily or permanently (when repurchased shares are destroyed) cancelled. It
could also increase the voting power of friendly parties (existing reference or core shareholders, the “White
Knight” defense) when the company resells shares that have been repurchased prior to or even during a
takeover.
› This question will measure the impact of the possibility of the company to repurchase own shares which it
can use as a defense in the event of a takeover bid.

Market Applicability: W. Europe, Nordic, S. Europe

Are there ownership factors that affect takeover defenses? (Q218)

› Ownership factors, such as ceilings, preclude the success of a takeover attempt while denying shareholders
a takeover premium and potentially entrenching the company’s management.
› Governance QualityScore will consider the existence of ownership ceilings which hamper the success of a
takeover bid on the company.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe, Latin America, Africa, Russia

Are there priority rights that affect takeover defenses? (Q219)

› Priority rights afford holders the right to decide on key corporate actions such as takeovers that are normally
sanctioned by shareholders collectively. Such rights can be vested in specific share types, such as priority

The Global Leader in Corporate Governance & Responsible Investment 77 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

shares. These rights may be linked to a specific company structure where certain shareholders hold rights
beyond normal voting rights. If such rights are granted to the state, they are called golden shares.
› Governance QualityScore will consider the existence of priority rights with which the State or specific
shareholders can block takeover bids on the company.

Market Applicability: W. Europe, Germanic, Anglo, Nordic, S. Europe, Latin America, Africa, Russia

Are all directors elected annually? (Q77)

› Classifying the board makes it more difficult for shareholders to remove ineffective directors, or to change
control of a company through a proxy contest involving the election of directors. Because only a minority of
the directors is elected each year, a dissident will be unable to win control of the board in a single election
and would need two years to gain control of the company unless there are vacancies in the other classes.
Studies have shown a negative correlation between the existence of a classified board and a firm's value.
› Governance QualityScore will consider whether all directors are elected each year, rather than in staggered
terms—often referred to as a classified board. Governance QualityScore will also consider whether
companies are transitioning to a declassified board, as defined when a company receives shareholder
approval for the switch, but annual elections of all members has not yet commenced.
› Governance QualityScore will also consider whether a company, though currently elected annually, could
classify its board without shareholder approval.
› This factor is not scored for Latin American companies and is included for informational purposes only.

Market Applicability: US, Canada, Japan, Latin America*

Is the board authorized to issue blank check preferred stock? (Q83)

› Authorization to issue blank check preferred stock gives the board the power to issue, at its discretion,
preferred stock with voting, conversion, distribution, and other rights to be determined by the board at the
time of issue. Although authority to issue preferred shares gives the company flexibility to meet the
company's broad finance needs, these placements can dilute existing shareholders' equity and voting
positions.
› Preferred stock can be used for sound corporate purposes such as raising capital or making acquisitions. In
these cases, blank check implies flexibility in meeting the company’s broad finance needs. By not
establishing the terms of preferred stock at the time the class of stock is created, companies maintain the
flexibility to tailor their preferred stock offerings to prevailing market conditions. Nevertheless, blank check
preferred stock can be used as an entrenchment device, to fund a poison pill for example. Albeit less
common today, another powerful takeover defense is the placement of large blocks of blank check
preferred stock, with friendly third parties—the so-called “white knight” rescue. Blank check preferred stock
would not be as objectionable to shareholders if a company stated in writing that such shares would be

The Global Leader in Corporate Governance & Responsible Investment 78 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

“declawed” and not be used to thwart a potential takeover. Declawed blank check preferred stock means
that the board cannot authorize shares of preferred stock without shareholder approval that can be used in
takeover defense purposes.
› Governance QualityScore will consider whether the board is authorized to issue blank check preferred stock,
and whether the stock, if authorized, is declawed.

Market Applicability: US, Canada, South Korea

Does the company have a poison pill in effect? (Q78)

› Institutional investors view poison pills, which can make a hostile acquisition attempt prohibitively
expensive, as among the most onerous of takeover defenses that may serve to entrench management and
have a detrimental impact on their long-term share value. While recognizing that boards have a fiduciary
duty to use all available means to protect shareholders' interests, investors often argue that, as a best
governance principle, boards should seek shareholder ratification of a poison pill (or an amendment thereof)
within a reasonable period.
› Governance QualityScore will consider whether the company has a shareholder plan in effect, and whether
the poison pill has been approved by shareholders. For Canadian companies, ISS will also consider if the
shareholder rights plan meets the necessary requirements under the guidelines for new generation pills.

Market Applicability: US, Canada, Japan

What is the trigger threshold for the poison pill? (Q79)

› Poison pill triggers typically range from 10 to 25 percent. Best practice is for a pill (other than an NOL pill) to
have a trigger no lower than 20%.
› Governance QualityScore will consider the trigger percentage for the pill.

Market Applicability: US

Does the poison pill have a sunset provision? (Q80)

› Poison pills with scheduled dates of termination mean that the decision to maintain the poison pill must be
periodically revisited and, ideally, resubmitted for shareholder approval.
› Governance QualityScore will consider whether the plan includes a provision which permits shareholders to
reaffirm or redeem a poison pill within a specified time period.

Market Applicability: US

The Global Leader in Corporate Governance & Responsible Investment 79 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Does the poison pill have a qualified offer clause? (Q82)

› Well-designed pills provide the company with negotiating power and time to receive the best possible offer
for shareholders. Qualified offer clauses empower shareholders to redeem the pill and accept a valid
takeover offer.
› Governance QualityScore will consider whether the plan includes a clause allowing shareholders to redeem
the pill in the face of a bona fide takeover offer.

Market Applicability: US

What is the expiration date of the poison pill? (Q91)

› While long-term pills may tend to serve as a device to entrench management, shorter-term pills are more
likely to be in response to particular market or company circumstances, and require, the board to revisit the
decision to institute the rights plan.
› Governance QualityScore will consider the number of years until sunset or termination date of the plan.

Market Applicability: US

Is the poison pill designed to preserve tax assets (NOL pill)? (Q220)

› An NOL Pill is a shareholder rights plan with a low trigger that is meant to preserve the value of net
operating loss carry forwards (NOLs), a tax benefit accrued by companies that can potentially reduce their
future tax liability. Per IRS rules, these tax-loss assets are forfeited upon a defined change in control; as such,
NOL pills are designed to preserve shareholder value
› Governance QualityScore will consider whether the pill is designed to preserve tax assets.

Market Applicability: US

When was the poison pill implemented or renewed? (Q222)

› Governance QualityScore will consider how long ago the board most recently took action on the pill,
whether to implement it or renew it.

Market Applicability: US

The Global Leader in Corporate Governance & Responsible Investment 80 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Does the company's poison pill include a modified slow-hand or dead-hand provision? (Q223)

› “Dead hand” and “slow hand” provisions that prevent the redemption of the poison pill are egregious and
unjustifiable violation of shareholders’ rights to accept an attractive takeover offer, even after replacing
members of the board.
› Governance QualityScore will consider as to whether the implementation of the pill inhibits or prohibits the
ability of future boards of directors to redeem the pill. A slow-hand provision forces a delay in the
redemption of the poison pill even if shareholders of the target firm favor the takeover. A dead-hand
provision provides that only the incumbent directors, continuing directors, or their designated successors
can redeem the poison pill, even after they have been voted out of office (thus precluding redemption).

Market Applicability: US

Was the poison pill approved by shareholders? (Q221)

› The board of directors should seek shareholder ratification of a poison pill (or an amendment thereof).
› Governance QualityScore will consider whether the poison pill was approved by a majority of shareholders.
Voting results are considered as a majority of votes cast, abstentions included but excluding broker non-
votes.

Market Applicability: Japan

Does the company have a controlling shareholder? (Q290)

› When there is a controlling shareholder, the minority shareholders may face challenges in matters where
their interests diverge from those of the majority shareholder.
› Governance QualityScore will consider whether the company has a shareholder or shareholders acting in
concert and holding a majority of the voting rights.
› This factor is not scored for Anglo, Canadian, Germanic, Nordic, US, S. European, W. European, and
Australasian companies and is included for informational purposes only.

Market Applicability: All regions

If the company has a majority voting standard, is there a plurality carve-out in the case of contested
elections? (Q224)

› Best practice calls for a majority vote standard in uncontested director elections, and a plurality vote
standard in contested elections. Otherwise, in a contested election, even if a dissident nominee receives
more votes than a management nominee, the management nominee would be seated. Governance

The Global Leader in Corporate Governance & Responsible Investment 81 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

QualityScore will consider as to whether the majority voting standard – if in place – does not apply in the
case of contested elections. Some companies incorporated outside of the US do not have a “contested
situation”: all nominees (whether management or shareholder-nominated) who receive a majority of votes
cast are seated on the board. This situation is included in the possible answers.

Market Applicability: US

Does the removal of a director require a supermajority vote? (Q284)

› Japanese directors can be removed by a simple majority shareholder vote, unless the articles require a
supermajority. The supermajority requirement can serve as a form of management entrenchment.

Market Applicability: Japan

What is the level of tag-along rights for minority shareholders? (Q333)

› Tag along rights are granted to minority shareholders when a company reached an agreement with a major
shareholder to take over the company at a certain price. The tag along rights will indicate at what level
minority shareholder can sell their shares to the acquiring shareholder. In principle minority shareholders
should be allowed to receive the same price.
› Tag along rights are provided by Brazilian law (Lei das S.A., Article 254-A) and assure that the disposal, direct
or indirect, of a company’s control shall be carried out on conditions that the buyer undertakes to tender a
public offer for acquisition of all common shares held by the other shareholders in the company, so that
they may be accorded as minimum price 80% of the value paid for the selling controlling shareholder. Some
companies have decided voluntarily to extend tag along rights to preferred shareholders, and/or assure to
the common shareholders a price above 80%.
› Governance QualityScore will consider the level of tag along rights in the event of a takeover bid.

Market Applicability: Latin America

Litigation Rights

Does the company have an exclusive venue or forum provision? (Q351)

› Exclusive venue provisions restrict shareholder litigation against the company to a limited number of
jurisdictions. The most common venue chosen is the state of incorporation, though some companies have
chosen other venues, such as the state or county where the company is headquartered. The rationale is to

The Global Leader in Corporate Governance & Responsible Investment 82 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

limit potential litigation costs by preventing similar lawsuits in multiple states, and to have the cases heard
by judges most familiar with the applicable state law. However, these are restrictions on shareholders’
rights, and, in the absence of past harm, it is not always clear the restrictions are justified.

Market Applicability: US

Does the company have a fee-shifting provision? (Q363)

› Fee-shifting provisions provides for the shifting of litigation expenses to an unsuccessful plaintiff who does
not obtain a judgment on the merits that substantially achieves the full remedy sought. Broad provisions
and scope may dissuade shareholders from pursuing meritorious legal action against the company due to
the significant financial hurdles imposed. They also violate the ordinary American practice where each party
is responsible for its own litigation costs.
› For Delaware-incorporated companies, the Delaware General Corporation Law was amended in 2015 to
invalidate fee-shifting bylaws as they pertained to matters of Delaware law, but did not extend to matters
under federal jurisdiction.

Market Applicability: US

Does the company have a representative claim limitation or other significant litigation rights
limitations? (Q364)

› Representative claims provisions require that a minimum level of support is required for a shareholder to
initiate a lawsuit against the company. The aim is to prevent frivolous lawsuits brought by shareholders with
small stakes, but the provisions do not distinguish between frivolous and meritorious lawsuits, and prevent
small shareholders, unless banded together, from suing the company.
› Limitations on shareholders’ litigation rights continue to proliferate. As other types of limitations emerge,
they will be captured in this datapoint as well.

Market Applicability: US

Meeting and Voting-related Issues

Does the company require a supermajority vote to approve amendments to the charter or bylaws?
(Q89)

› Supermajority provisions violate the principle that a simple majority of voting shares should be all that is
necessary to effect change regarding a company and its corporate governance provisions. Requiring more

The Global Leader in Corporate Governance & Responsible Investment 83 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

than this may permit management to entrench itself by blocking amendments that are in the best interests
of shareholders.
› Governance QualityScore will consider whether a super-majority vote is required, or if no information is
given. Supermajority is defined as anything above simple majority. ISS generally sees thresholds of two-
thirds or 75 percent but anything above simple majority (typically, 66.66 percent or higher) is characterized
as supermajority.
› Governance QualityScore will also consider whether shareholders have the right to amend the bylaws. In the
US, under SEC Rule 14a-8, shareholders who have held shares valuing at least $2,000 for one year are
permitted to submit shareholder proposals, both precatory and binding, to amend bylaws. However, some
states allow companies, in their charters, to restrict shareholders’ right to amend the bylaws through
binding bylaw amendments or proxy fights.
› In the Italian market, the factor considers if a supermajority vote requirement is at the statutory minimum.

Market Applicability: US, S. Europe, Canada

Does the company require a supermajority vote to approve mergers or business combinations? (Q90)

› Supermajority provisions violate the principle that a simple majority of voting shares should be all that is
necessary to effect a merger. For companies that are controlled, however, supermajority provisions may
help ensure that the controlling shareholder cannot unilaterally force a merger despite the opposition of
minority shareholders.
› Governance QualityScore will consider whether a super-majority vote is required, or if no information is
given. Supermajority is typically defined as anything above simple majority. ISS generally sees thresholds of
two-thirds or 75 percent but anything above simple majority is characterized as supermajority.

Market Applicability: US, Canada

Does the company have discretion over dividend payments? (Q285)

› According to Japanese corporate law, dividend payments require shareholder approval, unless the company
articles state that the board has this authority.
› Governance QualityScore will consider whether the company has discretion over dividend payments.

Market Applicability: Japan, South Korea

Are shareholders allowed to submit dividend proposals? (Q286)

› Investors should have the ability to submit shareholder proposals on dividends in cases where investors see
existing dividend practice as problematic.

The Global Leader in Corporate Governance & Responsible Investment 84 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Governance QualityScore will consider whether shareholders are allowed to submit proposals on dividends.

Market Applicability: Japan

Are the names of the nominee directors disclosed? (Q334)

› In order to have a meaningful vote on the nomination of directors, the company needs to disclose crucial
information on its candidates.
› Governance QualityScore will consider whether the names of the nominee directors are disclosed ahead of
the general meeting.

Market Applicability: Russia

What percentage of shares must be represented at the general meeting to cancel the binding nature of
the nomination to or dismissal from the supervisory board and/or management board? (Q84)

› According to the Dutch Code of Corporate Governance (December 2008), the general meeting of
shareholders of a company not having statutory two-tier status may pass a resolution to cancel the binding
nature of a nomination for the appointment of a member of the management board or of the supervisory
board and/or a resolution to dismiss a member of the management board or of the supervisory board by an
absolute majority of the votes cast. It may be provided that this majority should represent a given
percentage of the issued capital, which percentage may not exceed one-third. If this percentage of the
capital is not represented at the meeting, but an absolute majority of the votes cast is in favor of a
resolution to cancel the binding nature of a nomination, or to dismiss a board member, a new meeting may
be convened at which the resolution may be passed by an absolute majority of the votes cast, regardless of
the percentage of the capital represented at the meeting.‖
› Governance QualityScore will consider the percentage of shares needed to cancel the binding nature of
board or management nominations.

Market Applicability: W. Europe

Did management submit a slate ballot at the most recent annual meeting? (Q53)

› Bundled, or slate, director elections provide shareholders with only a single vote for or against all of the
nominees as a group. A shareholder who wishes to withhold support from a single director does not have
the ability to do so when the company bundles director elections. Best practice is to provide a separate
ballot item for each director up for election.

Market Applicability: W. Europe, Germanic, S. Europe, Latin America, South Korea

The Global Leader in Corporate Governance & Responsible Investment 85 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

How many vacancies are on the board? (Q262)

› There are vacancies on the board if the current number of directors is less than the maximum number of
directors allowed under the company's bylaws. If there are vacancies on the board and the board has not
declared "no vacancy" (subject to provisions of the Australian Corporations Act), it is easier for shareholder
nominated candidates to be elected to the board.
› Governance QualityScore will consider the maximum number of board seats provided in the company's
constitution minus the current number of directors on the board.

Market Applicability: Australasia, Japan

What is the percentage of share capital needed to convene a special meeting? (Q97)

› Most US state corporation statutes allow shareholders to call a special meeting when they want to take
action on certain matters that arise between regularly scheduled annual meetings. Generally, this right
applies only if a shareholder or group of shareholders owns a specified percentage of the outstanding
shares. In terms of day-to-day governance, shareholders may lose an important right – the ability to remove
directors or initiate a shareholder resolution without having to wait for the next scheduled meeting – if they
are unable to call a timely special meeting. Shareholders could also be powerless to respond to a beneficial
offer if a bidder cannot call a special meeting. Therefore, the inability to call a special meeting and the
resulting insulation of management may result in the decline of corporate performance and shareholder
returns.
› Governance QualityScore will consider whether shareholders can call a special meeting, and, if so, the
ownership threshold required.

Market Applicability: US, W. Europe, Canada

Can shareholders act by written consent? (Q98)

› Consent solicitations can be advantageous to both shareholders and management in that the process does
not involve the expense of holding a physical meeting, and it is easier for shareholders who can simply
respond to the proposal by mail. A consent solicitation is similar to a proxy solicitation: consents are mailed
to shareholders for their vote and signature and delivered to management. The differences are that 1) there
is no physical meeting, 2) a consent period (generally 60 days) is set for the delivery of the consents, and 3)
as soon as the threshold level of consents are delivered, the proposals are deemed ratified and the consent
solicitation ends.. In contrast, a proxy solicitation must end with a meeting because proxy cards merely
authorize the indicated "proxy" to cast a vote at a shareholder meeting. A signed consent card is itself the
final vote and, as such, does not require a vote by proxy at a shareholder meeting.

The Global Leader in Corporate Governance & Responsible Investment 86 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Limitations on written consent are generally considered contrary to shareholder interests. In terms of day-
to-day governance, shareholders may lose an important right – the ability to remove directors or initiate a
shareholder resolution without having to wait for the next scheduled meeting – if they are unable to act by
written consent. Beneficial tender offers also may be precluded because of a bidder's inability to take action
by written consent.
› Governance QualityScore will consider whether shareholders can act by written consent, or if the
information is not disclosed. Companies that mandate unanimous written consent maintain a practice that
increases concern.

Market Applicability: US, Canada

Has the company employed a show-of-hands at the last general meeting? (Q357)

› Under Australian law, a company may call a vote to be conducted by either a ‘show of hands’ or by poll.
› Whereas a poll attributes one vote to each share held, voting on a ‘show of hands’ attributes one vote to
each shareholder, irrespective of the number of shares held.
› Voting on this basis goes against the principle of one vote one share, which is integral to shareholder
democracy.
› This question evaluates whether the company adheres to the basic corporate governance principle of one
share one vote.

Market Applicability: Australasia

Does the company use cumulative voting for director elections? (Q338)

› Under cumulative voting, once the General Assembly fixes the board size, shareholders may focus all of their
votes on one or more candidates. The nominees receiving the most votes comprise the new board. Under
article 141 of Brazilian Corporate Law, shareholders must request cumulative voting at least 48 hours prior
to the meeting date. Shareholders must also have 5 percent of share capital to request cumulative voting
(this percentage is based on share capital; smaller companies have higher thresholds.

Market Applicability: AsiaPac, South Korea

Does the company have a majority vote standard in uncontested elections? (Q52)

› A majority vote standard requires that, for directors to be elected (or reelected) to serve on the company's
board, they must receive support from holders of a majority of shares voted. A plurality standard only
requires the most votes, meaning a director nominee in an uncontested election can be elected to the board
with, in theory, a single vote.

The Global Leader in Corporate Governance & Responsible Investment 87 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› A majority vote standard, in combination with a plurality standard in elections with more nominees than
seats, and a director resignation policy to address post-election results, has emerged in the US as a way to
make director elections meaningful rather than merely symbolic, and is considered best practice:
shareholders have a clear, legally significant vote, and the board retains the ability to address the situation
of "holdover" directors to accommodate both shareholder concerns and the need for stability and continuity
of the board.
› In the US, a “majority vote policy” is a term sometimes used to describe a director resignation policy, which
is the post-election process to be followed if a director does not receive a majority of votes cast. Such
resignation policies are usually found in a company’s corporate governance guidelines, and can accompany
either a majority or a plurality vote standard. It is not the same as a majority vote standard.
› While majority voting, by itself, does not address the holdover situation if a director fails to get majority
support, the director in question is still not legally "elected." This is true even if the director tenders his/her
resignation and the board rejects it; that director was not "elected" to the board. On the other hand,
plurality voting lacks teeth: the incumbent director still determines whether to tender his or her resignation.
Even if the company has a director resignation policy with the plurality standard, if the board does not
accept the resignation, the director who did not garner majority support is still legally considered "elected."
› In Canada, all non-controlled reporting issuers listed on the Toronto Stock Exchange are subject to the TSX
majority voting director resignation policy. The TSX rule requires that each director of a listed issuer must
be elected by a majority of the votes cast other than at contested meetings. The vote result for any director
receiving less than majority support must be disclosed to the TSX, which has made clear that except in extra-
ordinary circumstances, the expectation is that the director's resignation will be accepted by the board and
disclosed within a 90-day period following the meeting.
› Governance QualityScore will consider the voting standards for electing directors to the board.

Market Applicability: US, Canada

If the company has a plurality vote standard with majority voting and a director resignation policy, is
there a plurality carve-out in the case of contested elections? (Q343)

› Best practice calls for a majority vote standard in uncontested director elections, and a plurality vote
standard in contested elections. Otherwise, in a contested election, even if a dissident nominee receives
more votes than a management nominee, the management nominee would be seated. Governance
QualityScore will consider as to whether the majority voting standard – if in place – does not apply in the
case of contested elections.

Market Applicability: Canada

The Global Leader in Corporate Governance & Responsible Investment 88 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Are there material restrictions as to timing or topics to be discussed or ownership levels required to
call the meeting? (Q225)

› Governance QualityScore will consider whether there are material restrictions to the right to call a special
meeting of shareholders. Material restrictions include: restrictions that prohibit special meetings more than
90 days away from the prior (or planned future) annual meeting date, restrictions that may be interpreted
to preclude director elections or other significant business, restrictions that require a unanimous vote to call
the meeting, and restrictions that effectively raise the ownership threshold required to call the meeting.

Market Applicability: US

Is quorum for shareholders' meetings at least two people representing at least 25% of the outstanding
shares? (Q101)

› Shareholder meetings should only convene with a minimum acceptable level of attendance, thereby
eliminating any shareholder resolutions that may be passed in a meeting with insufficient shareholder
representation.
› Governance QualityScore will consider whether quorum requirements are less than two persons
representing 25 percent of outstanding shares, or if requirements are less than two persons and/or
representing 25 percent of outstanding shares. Governance QualityScore also will consider if the company
has a controlling holder who meets or exceeds quorum requirements.

Market Applicability: Canada

Has the company made late filing of proxy material in the past year? (Q335)

› Relevant proxy materials should be disclosed in a timely manner well in advance of the general meeting to
allow for a meaningful shareholder review.
› Governance QualityScore will consider whether the timing of the filing of proxy materials meet local best
practice. The assessment is based on when a company should be disclosing materials, not the minimum
required under the local regulations.

Market Applicability: AsiaPac, Russia, South Korea, India

The Global Leader in Corporate Governance & Responsible Investment 89 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

How many days before the general meeting did the company publish its proxy materials? (Q371)

› Company should publish proxy material as early as possible before the meeting date in order to provide for
ample time for shareholders to review and evaluate them and make informed voting decisions.

Market Applicability: Japan

Does the company provide proxy materials in English? (Q373)

› Access to information is integral to exercise of ownership rights. A significant number of companies in Japan,
however, discloses proxy materials in Japanaese only, creating hurdles for foreign investors to make an
informed voting decision. Making English proxy materials readily available to investors is considered a best
practice.

Market Applicability: Japan

Does the company disclose the policy on cross-shareholding, including voting policy for such shares, in
compliance with the Japanese Corporate Governance Code 1-4? (Q370)

› Cross-shareholding structures, which tend to lock up control among long-standing business partners or
fellow companies in a conglomerate, are common in Japan. In general, selling cross-shareholdings will be
good for broader equity market, reducing management entrenchment, offering possible improvements in
capital efficiency, putting more shares in the public’s hands and supporting merger-and-acquisition activity.
› New Japanese Corporate Governance Code (1-4) encourages companies to evaluate economic benefits and
risks of cross-shareholdings and to establish a policy on managing such equity positions.

Market Applicability: Japan

Does the company hold its general meeting on a peak date? (Q287)

› Many Japanese companies hold their annual shareholder meeting in the last few days of June, usually with
an overwhelming concentration on one or two days. Investors have asked companies not to hold
shareholder meetings on this June "peak" date. Similarly in South Korea most companies hold their general
meeting on two days in March.

Market Applicability: Japan, South Korea

The Global Leader in Corporate Governance & Responsible Investment 90 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Does the company collaborate with intermediaries to accommodate beneficial owners to attend
shareholder meetings in compliance with the Japanese Corporate Governance Code 1-2-5? (Q372)

› All shareholders, whether registered in the company’s shareholder registry or holding shares through
custodian accounts, should have the right to attend general meetings. The Japanese Corporate Governance
Code (1-2-5) encourages more active participation by shareholders at general meetings, and discourages
companies from restricting beneficial owners’ participations.

Market Applicability: Japan

Does the company participate in an electronic voting platform? (Q374)

› The Tokyo Stock Exchange (TSE) and Broadridge Financial Solutions, Inc. (Broadridge) have established an
"Electronic Voting Platform for Foreign and Institutional Investors," and started operation of the platform
from companies with 2005 December year-end. Use of the electronic voting platform affords greater voting
flexibility for investors as the voting deadlines could be significant reduced and investors could relatively
easily change their voting decisions close to the meeting date. Currently more than 700 companies have
already agreed to participate in the platform.

Market Applicability: Japan

Does the company provide proxy access to shareholders? (Q346)

› The ability of shareholders to nominate board directors in the company proxy along with management
nominees (known as “proxy access” in the US) is increasingly seen as a fundamental shareholder right.
Companies can provide shareholders with this right through adoption of bylaw provisions, but they may
limit or put restrictions on the right. Restrictions typically include limits on the percentage and duration of
ownership required to be a nominator, the number of shareholders that may aggregate holdings to meet
those thresholds, and the number of proxy access candidates that may be put forward.
› This question will consider whether proxy access is provided, whether proxy access is required by regulation,
and whether the proxy access bylaw includes problematic provisions that nullify it as a practical right for
shareholders.
› The “required by regulation” covers foreign-incorporated US Domestic Issuers subject to rules allowing
shareholder nominations due to their jurisdiction of incorporation. For example, U.K. incorporated
companies are subject to rules that allow shareholders owning 5% of shares to nominate directors. These
requirements differ from proxy access bylaws adopted voluntarily in the US that generally follow the SEC’s
vacated Rule 14a-11 formulation, yet they still provide mechanisms for shareholder access to the ballot
› Inclusion of problematic provisions, such as: counting different mutual funds under common management
as separate shareholders under the aggregation limits; requiring nominating shareholders to pledge to hold

The Global Leader in Corporate Governance & Responsible Investment 91 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

their shares past the date of the meeting; providing the board with broad and binding authority to interpret
the provision; or combinations of other problematic provisions that are deemed sufficient to nullify the
proxy access right will cause no credit to be given for the adoption of a proxy access bylaw.

Market Applicability: US

What is the ownership threshold for proxy access? (Q359)

› This proxy access provision is the ownership threshold that needs to be met by the proxy access nominating
group, as measured as the ownership over the total voting power of a company’s securities entitled to vote
in the election of directors. A threshold is needed to be set to ensure shareholders have sufficient
investment in the company, but the level should not be too high to prevent shareholders from being able to
use the right. Most companies in the US have adopted the vacated SEC Rule 14a-11 formulation of 3% of the
voting power as favored by investors.

Market Applicability: US

What is the ownership duration threshold for proxy access? (Q360)

› This provision is the holding requirement of continuous ownership for each member of the proxy accesss
nominating group. This ensures that the nominators are long-term shareholders. The SEC formulation of a
minimum of 3 years of ownership has found acceptance among investors and companies. Longer holding
period requirements are considered excessive.

Market Applicability: US

What is the cap on shareholder nominees to fill board seats from proxy access? (Q361)

› Proxy access is not designed to allow a change of control, thus, a maximum is placed on the number of
board seats that can be filled by proxy access nominees each year. Under the SEC formulation, this
percentage was set at 25%. Generally, investors have approved a range of 20% to 25% of the board. Many
companies have adopted a “greater of 2 persons or 20%” standard.

Market Applicability: US

What is the aggregation limit on shareholders to form a nominating group for proxy access? (Q362)

› This provision concerns any restriction on the number of shareholders permitted to join together to form
the nominating group to achieve the necessary ownership threshold. The vacated SEC rule had no limit on

The Global Leader in Corporate Governance & Responsible Investment 92 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

the number of shareholders permitted. However, many investors (not all) have permitted a reasonable,
minimal limitation, one that balances the administrative needs of companies vs. the difficulty of achieving
the ownership threshold. A limitation of no fewer than 20 shareholders has generally been considered a
minimal restriction.

Market Applicability: US

Shareholder Rights – Other Issues

Are there related-party transactions with significant shareholders? (Q263)

› Related-party transactions with a significant shareholder as of the annual meeting can represent guaranteed
business which can help to justify significant investments, but can also "crowd out" transactions with
unrelated parties which may be more profitable for the company.
› Governance QualityScore will consider whether the company has RPTs with its major shareholder. Major
shareholder and reportable transactions are generally defined by the relevant stock exchange.

Market Applicability: AsiaPac, Australasia, Latin America, Russia, South Korea, India

Can the board materially modify the company's equity capital structure without shareholder approval?
(Q352)

› Companies generally are required to put authorized capital increases or reduction to a shareholder vote, as
such changes represent significant potential dilution of shareholder value.
› Through a specific charter provision, Maryland-incorporated companies have the ability to
increase/decrease authorized capital without a shareholder vote.

Market Applicability: US

Has the company entered into a private placement in the past year without an accompanying share
purchase plan (SPP)? (Q356)

› A private placement offers certain individuals or institutional investors the opportunity to purchase shares in
a company at a discount to the current market price. By using an SPP, a company provides all existing
shareholders with an opportunity to purchase additional shares on the same terms, as that offered under
the private placement.

The Global Leader in Corporate Governance & Responsible Investment 93 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Offering shares at a discount to a select group of investors has the potential to dilute wealth, and erode
value, of non-participating shareholders. However, where a company uses an SPP, all shareholders are
provided with an opportunity to participate, which reduces the potential for dilution.
› This question therefore gauges the extent to which the company creates safeguards to protect interests of
existing shareholders from dilution.

Market Applicability: Australasia

What is the dilution limit of the general mandate to issue shares? (Q318)

› Governance QualityScore will consider the maximum percentage of shares which can be issued under a
general mandate approved at the general meeting.

Market Applicability: AsiaPac, Australasia, South Korea, India

What is the discount limit of the general mandate to issue shares? (Q319)

› Governance QualityScore will consider the maximum discount limit applied on the market price of shares
which can be issued under a general mandate approved at the general meeting.

Market Applicability: AsiaPac, Australasia, India

What is the dilution limit of the general mandate to issue repurchased shares? (Q320)

› Governance QualityScore will consider the maximum percentage of repurchased shares which can be issued
under a general mandate approved at the general meeting.

Market Applicability: AsiaPac

What is the aggregate dilution limit of the share issuance and reissuance mandates? (Q321)

› Governance QualityScore will sum the dilution limit of each individual share issuance mandate and
reissuance mandate to reach the aggregate dilution limit. The limit caps the dilutive impacts to existing
shareholders.

Market Applicability: AsiaPac

The Global Leader in Corporate Governance & Responsible Investment 94 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What was the greatest percentage of vote support for environmental or social shareholder resolutions
at the most recent annual meeting? (Q393)*

› A shareholder resolution that receives a significant level of support for sustainability measures could
indicate inadequate company disclosures or sustainability performance issues.
› For better comparability across companies, ISS will calculate the vote support based on the disclosed
shares voted FOR the proposal divided by the shares voted FOR plus AGAINST. If shares are not reported,
ISS will take the company disclosed percentage voted FOR the proposal at the most recent annual meeting.
› This factor is not scored and is included for informational purposes only.

Market Applicability: All regions except Japan

Audit & Risk Oversight

External Auditor

Non-Audit fees represent what percentage of total fees? (Q1)

› The practice of auditors providing non-audit services to companies can prove problematic. While large
auditors may have effective internal barriers to ensure that there are no conflicts of interest, an auditor's
ability to remain objective is questionable when fees paid to the auditor for non-audit services, such as
management consulting and special situation audits, exceed the standard annual audit fees. While some
compensation for non-audit services is customary, the importance of maintaining the independence of the
auditor is paramount, and an important gauge for that is the portion that non-audit fees comprise of total
audit fees.
› This question will evaluate whether non-audit fees constitute a majority of fees paid to the company‘s
external auditor.
› Audit Fees consist of all fees necessary to perform the audit or review, which include: statutory audits,
comfort letters/due diligence, attest services, consents, review of filings, financial statement audit and
review. The following are considered as audit-related fees: assurance and related services, employee benefit
plan/audits, due diligence related to mergers and acquisitions, audits in connection with acquisitions,
internal control reviews, consultation on financial accounting and reporting standards. Other Fees includes
tax fees in general, tax services, review of tax laws, tax restructuring, tax planning - excludes fees resulted
from one-time capital structure events, initial public offerings (IPOs), bankruptcy emergence, and spinoffs,
review of net operating losses, tax assistance for potential transactions sales and use tax examinations, and
other fees that cannot be categorized under the three classifications.
› Audit fees will be deemed “Not Disclosed” if audit fees paid to the auditor are not itemized or not disclosed.

The Global Leader in Corporate Governance & Responsible Investment 95 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Market Applicability: All regions except Japan

What is the tenure of the external auditor? (Q347)*

› Auditor tenure is the length of the auditor-client relationship. Some academic studies found limiting auditor
tenure may ensure auditor independence, reduce the audit failure risks and protect audit quality. The
Sarbanes-Oxley Act of 2002 requires the periodic rotation of certain key audit firm staff, but some investors
seek the rotation of the audit firm itself to ensure auditor independence. This must be balanced against the
additional expenses involved and the limited number of audit firms in the US.
› If multiple external auditors exist, the one identified as the primary is evaluated for US companies, while the
one with the longest tenure is evaluated for Anglo companies.
› This factor is not scored and is included for informational purposes only.

Market Applicability: All regions (all unscored) except France, Japan, and China

Did the auditor issue an adverse opinion in the past year? (Q2)

› Auditor opinion reports are critical to ensuring a company’s financials are presented correctly and free of
material misstatements. In the US, an “adverse” auditor opinion is when the auditor believes that no part of
the company’s financial statements should be relied on. A “qualified” auditor opinion is when the auditor
believes that in general the financial statements can be relied upon with certain exceptions. An
“unqualified” opinion is the best.
› This question will evaluate whether a company received an adverse opinion from its auditor, having
received either an Unqualified opinion, Qualified opinion, Adverse opinion, Emphasis of matter, or Going
Concern determination.

Market Applicability: All regions

Does the company have a policy on evaluating competency and independence of the external auditor in
compliance with the Japanese Corporate Governance Code 3-2-1? (Q365)

› An external audit firm performing auditing services should not only have necessary competencies and skills
to perform the audit but also maintain high degree of independence. Companies should put in place a
formal policies and processes to routinely review the independence and effectiveness of the auditor as
recommended under the Japanese Corporate Governance Code (3-2-1).

Market Applicability: Japan

The Global Leader in Corporate Governance & Responsible Investment 96 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Audit and Accounting Controversies

Has the company restated financials for any period within the past two years? (Q3)

› Companies may restate their financials due to misrepresentation or accounting irregularities, for example,
or, in other cases, due to clerical errors in the production of financial statements or business combinations
or a change in accounting policies. Governance QualityScore will consider the former, focusing on those
restatements that pose a material risk to shareholders and/or stakeholders. Restatements can result in
significant reputational, legal, and financial risks.
› When determining if a company has a material restatement, ISS’ guidelines are:
› Has the company restated financial results for any period during the past 24 months (this refers to when
the company restated its financial statements, not the period restated);
› Did the restatement cause material changes (whether positive or negative) to the financial statements?
Possible exceptions to the rule would be industry-specific issues, such as poor inventory control in a
manufacturing/ industrial company or poor asset valuations for financial institutions;
› Include announced restatements that are being made to correct material misstatements of previously
reported financial information;
› Exclude announcements involving stock splits, changes in accounting principles (rule changes), and other
restatements that were not made to correct mistakes in the application of accounting standards;
› Revisions and restatements linked to a material weakness are considered material.
› Some examples of restatements that are generally excluded:
› Those resulting from mergers and acquisitions;
› Discontinued operations;
› Stock splits, issuance of stock dividends;
› Currency-related issues (for example, converting from Japanese yen to US dollars);
› Changes in business segment definitions;
› Changes due to transfers of management;
› Changes made for presentation purposes;
› General accounting changes under generally accepted accounting principles (GAAP); and
› Litigation settlements.
› This question will evaluate whether, in the past two years, the company has restated its financials for any
period, or if the information is not disclosed.

Market Applicability: US, Canada, South Korea

Has the company made non-timely financial disclosure filings in the past two years? (Q4)

› Non-timely financial filings could result in penalties for the issuer and could be indicative of internal process
or control issues.

The Global Leader in Corporate Governance & Responsible Investment 97 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Governance QualityScore will consider whether the company filed non-timely filings in the past two years,
or there is no disclosure to indicate it has done so. In the US, any “NT” SEC filing is considered evidence of
non-timely financial filings.

Market Applicability: US, Canada, Japan, South Korea

Has the company made late filing of its annual report for the most recent fiscal year? (Q302)

› This question will evaluate whether the company filed its Annual Report on time for the most recent fiscal
year. Late financial filings could result in penalties for the issuer and adversely impact the company’s
reputation and shareholder value.

Market Applicability: AsiaPac, India, South Korea

Has a regulator initiated enforcement action against the company in the past two years? (Q5)

› Regulatory enforcement actions could result in significant penalties for the issuer and adversely impact the
company’s reputation and shareholder value. Enforcement action covers a wide breadth of circumstances,
for example, freezing of a company's assets, fines, probationary periods of any sort, or any other action
taken by any regulatory body under any jurisdiction in which the company operates.
› This question will evaluate whether a company was subject to enforcement action by a regulator within the
past two years. For the US market, ISS will also analyze if the investigation was resolved with a material
penalty. For non-US markets, most enforcement actions by regulators within the past two years are
considered. In certain cases, penalties from non-regulatory legal proceedings are considered, if deemed
material.
› In assessing the materiality of any penalties, Governance QualityScore will consider the nature of the
underlying investigation(s), the size of any monetary penalties, both on an absolute basis and relative to
certain financial metrics, including but not limited to, revenues, earnings, cash flows, and market value, as
well as any non-monetary penalties or requirements. Settlement agreements with regulatory and non-
regulatory bodies are also considered, even if the company denies the allegations underlying the
investigation.

Market Applicability: All regions

Has a regulator initiated enforcement action against an officer or director of the company in the past
two years? (Q200)

› Enforcement actions could result in significant penalties for the issuer and adversely impact the company’s
reputation and shareholder value.

The Global Leader in Corporate Governance & Responsible Investment 98 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› This question will evaluate whether a director or officer was subject to enforcement action by a regulator
within the past two years, including enforcement actions related to employment or board service at other
firms. ISS will also analyze if the investigation was resolved with a material penalty. In assessing the
materiality of any penalties, Governance QualityScore will consider the nature of the underlying
investigation(s), the size of any monetary penalties, as well as any non-monetary penalties or requirements.
In the US, in general, any penalty against an individual is considered material. Settlement agreements with
regulatory bodies are also considered, even if the director or officer denies the allegations underlying the
investigation.

Market Applicability: US, Canada, AsiaPac, South Korea, India

Is the company or any of its officers or directors currently under investigation by a regulatory body?
(Q201)

› This question will evaluate whether the company, including its subsidiaries, or any of its directors or officers,
is currently under investigation by a regulatory body. ISS will categorize investigations as either routine or
non-routine. FCPA-related investigations and Wells Notices are generally considered to be non-routine
investigations, unless the company states that it does not expect the outcome to have a material adverse
effect on the company. Non-routine will also include investigations which raise serious ethical concerns or
pose potential risk to the broader financial system (LIBOR manipulation, mortgage fraud, high frequency
trading, or other serious one-off investigations).

Market Applicability: US, AsiaPac, South Korea, India

Has the company disclosed any material weaknesses in its internal controls in the past two years? (Q8)

› Companies with significant material weaknesses potentially have ineffective internal controls, which may
lead to inaccurate financial statements, hampering shareholders’ ability to make informed investment
decisions, and may lead to a weakening in public confidence and shareholder value.
› Governance QualityScore will evaluate and consider material weaknesses over the past two fiscal years and
whether they were evidenced in the most recent year; in the previous year; in consecutive years; if all
material weaknesses were fully remediated; or if the information is not disclosed.

Market Applicability: US, Canada, Japan, Anglo, Africa, India

The Global Leader in Corporate Governance & Responsible Investment 99 of 201

© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Information Security Risk Oversight

What percentage of the committee responsible for information security risk is independent? (Q403)

› Oversight of the company’s information security risk management should be assigned to a board
committee. If a standalone information security committee does not exist, ISS will evaluate the committee
that is tasked with information security risk oversight, if any.
› Governance QualityScore will consider the percentage of independent directors as defined by ISS’ policy
guidelines.
› Please see Appendix I concerning scoring this question when new directors are appointed to the board
between shareholder meetings.

Market Applicability: All regions except Japan and South Korea

How often does senior leadership brief the board on information security matters? (Q404)

› The board should receive regular briefings on information security matters in order to fulfill its oversight
responsibilities.
› Governance QualityScore will evaluate whether the board is briefed on information security matters
explicitly from company executives. If so, Governance QualityScore will further evaluate the definitive
frequency of the briefings.
› Maximum credit is earned when the board is briefed by company executives multiple times a year.

Market Applicability: All regions except Japan and South Korea

How many directors with information security experience are on the board? (Q405)

› Boards are equipped to identify, mitigate, and respond to information security risks if directors have
information security expertise.
› ISS will classify directors with information security expertise if the company has explicitly disclosed directors
have these skills or experience or if directors current or past employment suggests skills in this area.

Market Applicability: All regions except Japan and South Korea

The Global Leader in Corporate Governance & Responsible Investment 100 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Information Security Risk Management

Does the company disclose an approach on identifying and mitigating information security risks?
(Q402)

› Companies are exposed to a myriad of evolving information security threats and should have an approach
towards identifying and managing these risks.
› Governance QualityScore will evaluate the standard or method by which companies identify and mitigate
information security risks. Adoption or certification of the ISO 27005, an international information security
risk management standard, is preferred but not necessary.
› Governance QualityScore will evaluate the level of specificity on information security risk identification and
mitigation. Boilerplate or non-company-specific discussions of information security risks will receive partial
credit.

Market Applicability: All regions except Japan and South Korea

What are the net expenses incurred from information security breaches over the last three years
relative to total revenue? (Q406)

› Companies should disclose all costs associated with information security breaches they experience.
› Governance QualityScore will evaluate the magnitude of information security breaches through the total
costs as a percentage of total revenue.
› If the company has not experienced an information security breach the company will not be penalized.

Market Applicability: US

Has the company experienced an information security breach in the last three years? (Q407)

› Companies should disclose whether it has experienced an information security breach. If so, companies
should disclose any costs associated with the breaches.
› Governance QualityScore will evaluate the level of disclosure of companies’ information security breaches.
› If the company has not experienced an information security breach the company will not be penalized.

Market Applicability: All regions except Japan and South Korea

What are the net expenses incurred from information security breach penalties and settlements over
the last three years relative to total revenue? (Q408)

› Companies should disclose all costs associated with information security breaches they experience.

The Global Leader in Corporate Governance & Responsible Investment 101 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› Governance QualityScore will evaluate the magnitude of penalties and settlements of information security
breaches as a percentage of total revenue.
› If the company has not experienced an information security breach, the company will not be penalized.

Market Applicability: US

Has the company entered into an information security risk insurance policy? (Q409)

› Governance QualityScore will evaluate whether the company has directly or indirectly disclosed that it has
information security risk insurance coverage that would defray the costs of an information security breach.

Market Applicability: All regions except Japan and South Korea

Is the company externally audited or certified by top information security standards? (Q410)

› Companies should possess independent, third-party attestation or certification of their information security
strategy as part of their enterprise risk management.
› Governance QualityScore will evaluate whether companies have been audited to FedRamp or SOC 2 or
whether companies have ISO 27001, FISMA, or HITRUST certification in the relevant industry.
› Maximum credit is earned if the audits or certifications explicitly cover the entire company as opposed to
only specific business segments or regions.

Market Applicability: All regions except Japan and South Korea

Does the company have an information security training program? (Q411)

› Companies should have an information security training program for its employees as part of their risk
mitigation strategy. At a minimum, employees should receive an annual information security awareness
training.
› Governance QualityScore will evaluate whether the company discloses it has an information security
training program for employees and if so, whether the company also discloses the definitive frequency of
training on a per year basis.
› Maximum credit is earned if the information security training program includes additional measures such as
enhanced training for specialized personnel, special training for the board or executives, and etc.

Market Applicability: All regions except Japan and South Korea

The Global Leader in Corporate Governance & Responsible Investment 102 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

How long ago did the most recent information security breach occur (in months)? (Q412)

› Governance QualityScore will evaluate the length of time since the company’s most recent information
security breach.
› If the company has not experienced an information security breach the company will not be penalized.

Market Applicability: All regions except Japan and South Korea

Audit - Other Issues

How many financial experts serve on the audit committee? (Q6)

› Those deemed financial experts must possess accounting and audit skills. Local best practice requirements
or rules detailing specific criteria will apply for the relevant jurisdictions. For example, Germany’s
governance code calls for the chair of the audit committee to possess specialist knowledge and experience
in the application of accounting principles and internal control processes. The Dutch corporate governance
code, meanwhile, is similar but not the same, suggesting that at least one member of the supervisory board
shall be a financial expert with relevant knowledge and experience of financial administration and
accounting for listed companies or other large legal entities. In some markets, best practice also
recommends that the financial expert be independent.
› This question will evaluate whether the company has indicated a member on the audit committee with
sufficient financial skills in audit and accounting. A member of the Audit Committee is considered a financial
expert if he/she is or was a chief financial Officer, chartered accountant, certified management accountant,
fellow chartered accountant (FCA), fellow certified practicing accountant (FCPA), or partner of an accounting
firm. In the US, Canada and Latin America (Brazil), Governance QualityScore will include the financial
expert(s) disclosed by the company.
› In the US, this factor evaluates companies with zero, one, two or more financial experts sitting on the audit
committee.
› This factor is not scored for Portugal and is included for informational purposes only.

Market Applicability: US, Canada*, Anglo, W. Europe, Germanic, S. Europe (Portugal*), Nordic*, Australasia,
AsiaPac, South Korea, Latin America, Africa, Russia, and India.

The Global Leader in Corporate Governance & Responsible Investment 103 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Has the company changed its audit firm without a valid reason in the past two fiscal years? (Q288)

› Best practice dictates that a company to provide a valid reason for an auditor change.
› This question will evaluate whether the company gave a valid explanation for changing its audit firm in the
past two fiscal years.

Market Applicability: Japan, AsiaPac, Latin America, and India

Can the audit firm be indemnified without shareholder vote? (Q280)

› Some companies allow the board to indemnify the audit firm without shareholder vote. Institutional
investors typically argue that such indemnification should be subject to a shareholder vote and not left
solely to board discretion.
› Governance QualityScore will consider whether audit firms can be indemnified without shareholder votes.

Market Applicability: Japan

The Global Leader in Corporate Governance & Responsible Investment 104 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Appendix I: Event-driven Data Updates

Much of the information included in Governance QualityScore comes from the annual filing of companies’
proxies, annual reports, 10-Ks, circulars, meeting notices, and other meeting related materials for the
companies’ AGM. In addition, ISS’ data and research teams’ analyses, interpretations, and proxy voting
recommendations to our clients for these shareholder meetings also provide information for Governance
QualityScore. While companies have the ability most of the year to submit changes to Governance QualityScore
answers, this ability is restricted between the dates when the company files its proxy or meeting materials and
the publication of ISS’ proxy analysis for the company’s annual meeting. During the blackout period, the
company’s online Governance QualityScore profile and data is frozen and does not reflect the latest information
being gathered for the proxy analysis. Once the proxy voting recommendations report is published and released
to ISS’ clients, companies are able once again to review their Governance QualityScore data profiles and provide
updates through the Data Verification tool.

Online Governance QualityScore profiles are updated once daily, at approximately 5am ET (10am UTC).
Therefore, when the ISS proxy analysis is released containing the updated Governance QualityScore scores, the
online website may not yet reflect the updated scores and profile. The online score and profile will be updated
the next day.

During the year outside of the annual meeting, ISS reviews new filings to keep Governance QualityScore up to
date, incorporating changes to bylaws, adoptions and redemptions of poison pills, and other events. Two
categories of such updates are accorded special treatment in Governance QualityScore:

Classification of Newly-Appointed Directors

ISS will monitor 8-K filings for new director disclosures, such as new directors being appointed to the board, or
incumbent directors leaving the board. In general, the standard 8-K disclosure is insufficient for ISS to determine
if the new director is independent under ISS’ classification. However, if the company provides sufficient
disclosure, ISS may make a preliminary determination (for Governance QualityScore purposes) of the director’s
ISS classification. This classification is tentative and subject to change once the full disclosure on the director is
available in the proxy.

If ISS is unable to make a preliminary determination of the newly appointed director’s classification based on a
company's disclosure, ISS will consider the director “unclassified” until there is sufficient information to
determine the classification. In such a case, the company’s board percentages, including board independence,
committee independence calculations, and percentage of directors that are family members, are frozen at the
calculated values based on the last complete disclosures. When all directors have been classified as either
independent or otherwise, the calculation will be updated to reflect these changes. When considering related-
party transactions, Governance QualityScore will reflect that an unclassified director sits on the board until
further detail is provided.

The Global Leader in Corporate Governance & Responsible Investment 105 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

For ISS to be able to make the preliminary determination of whether a newly appointed director is independent
under ISS standards, the following minimum information on the director (perhaps in the form of a short
biography) is required:

1. Current position;
2. The company’s determination of whether the director is independent under its listing standards;
3. Any previous employment at the company;
4. Any familial relationships with the company’s executives or directors;
5. Any transactions (per Item 404a of Regulation S-K) between the director, the director’s employer, or the
director’s immediate family member’s current employer, and the company in the last fiscal year.

The Global Leader in Corporate Governance & Responsible Investment 106 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Appendix II: Governance QualityScore Factor Methodology and Region Applicability

X Indicates the factor is applicable to all countries in a given region
y Indicates the factor is applicable to some countries in a given region
Indicates the factor is not scored and is for informational purposes only

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
AUDIT
Non-Audit fees represent what percentage of total
1 X X X X X X X X X X X X X X
fees?
Did the auditor issue an adverse opinion in the past
2 X X X X X X X X X X X X X X X
year?
Has the company restated financials for any period
3 X X X
within the past two years?
Has the company made non-timely financial disclosure
4 X X X X
filings in the past two years?
Has a regulator initiated enforcement action against
5 X X X X X X X X X X X X X X X
the company in the past two years?
How many financial experts serve on the audit
6
committee?
X * X X X * X X X X X X X X

Has the company disclosed any material weaknesses in

8 X X X X X X
its internal controls in the past two years?
Has a regulator initiated enforcement action against an
200 officer or director of the company in the past two X X X X X
years?
Is the company or any of its officers or directors
201 X X X X
currently under investigation by a regulatory body?
Can the audit firm be indemnified without shareholder
280 X
vote?

The Global Leader in Corporate Governance & Responsible Investment 107 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
Has the company changed its audit firm without valid
288 X X X X
reason in the past three fiscal year?
Has the company made late filing of its annual report
302 X X X
for the most recent fiscal year?
347 What is the tenure of the external auditor? * * *y * * * * * *y * * * * *
Does the company have a policy on evaluating
competency and independence of the external
365 X
auditor in compliance with the Japanese Corporate
Governance Code 3-2-1?
Does the company disclose an approach for
402 X X X X X X X X X X X X X
identifying and mitigating information security risks?

What percentage of the committee responsible for

403 X X X X X X X X X X X X X
information security is independent?

How often does senior leadership brief the board on

404 X X X X X X X X X X X X X
information security matters?

How many directors with information security

405 X X X X X X X X X X X X X
experience are on the board?
What are the net expenses incurred from
406 information security breaches over the last three X
years relative to total revenue?
Has the company experienced an information
407 X X X X X X X X X X X X X
security breach in the last three years?
What are the net expenses incurred from
information security breach penalties and
408 X
settlements over the last three years relative to total
revenue?
Has the company entered into an information
409 X X X X X X X X X X X X X
security risk insurance policy?
Is the company externally audited or certified by top
410 X X X X X X X X X X X X X
information security standards?
Does the company have an information security
411 X X X X X X X X X X X X X
training program?
How long ago did the most recent information
412 X X X X X X X X X X X X X
security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 108 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
BOARD STRUCTURE

9 How many directors serve on the board? * * * * * * * * * * * * * * *

What percentage of the board is independent based
10 X X X X X X X X X X X X X X X
on an ISS local market classification?
What percentage of non-executive directors on the
13 X X X X X X
board has lengthy tenure?
14 What is the classification of the Board Chair? X X X X X X X X X X X X X X X
Has the company identified a Senior Independent
16 X X X X X X X X X X X X X X
Director or an independent Lead Director?
What is the term of mandate proposed for
17 supervisory board members at the latest general X X X
meeting?
What percentage of the nominating committee is
19 independent based on an ISS local market X X X X y X X X X X X X X
classification?
What is the classification of the chair of the
23 X X X X X X X X X X X X X X X
nominating committee?
What percentage of the
compensation/remuneration committee is
25 X X X X y X X X X X X X X
independent based on an ISS local market
classification?
Are there executive directors on the
27 X X X X X X X X X X X X X X
compensation/remuneration committee?
What is the classification of the chair of the
28 X X X X X X X X X X X X X X X
compensation/remuneration committee?
What is the independent statutory auditors
281 X
composition?

390 Does the board exhibit ethnic or racial diversity? X

What percentage of the sustainability committee is

396 X X X X X X X X X X X X X
independent?
What percentage of the board has familial
401 * * * * * * * * * *
relationships with other directors?

The Global Leader in Corporate Governance & Responsible Investment 109 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
What percentage of the audit committee is
31 independent based on an ISS local market X X X X X X X X X X X X X
classification?
33 Are there executive directors on the audit committee? X X X X X X X X X X X X X X
What is the classification of the chair of the audit
34 X X X X X X X X X X X X X X X
committee?
How many executive directors serve on an excessive
36
number of outside boards?
X X X X X X X *
Does the CEO serve on a significant number of outside
37 boards? / How many boards does the CEO sit on (US X X X X y y X X *
and Canada only)?
How many non-executive directors serve on a
38
significant number of outside boards?
X X X X y X X X *
Does the Board Chair serve on a significant number of
39
outside boards?
X X X X y X X X *
Does the company disclose a policy requiring an annual
41 X X X X X X X X X X
performance evaluation of the board?
What percentage of all meetings were attended by at
43 X
least 50% of the supervisory board?
What percentage of the directors attended less than
44
75% of board and/or committee meetings?
X X X X X X X X X X * X X X X

Did any directors attend less than 75% of the aggregate

45 board and applicable committee meetings without a X X X
valid excuse?
Does the company disclose board or governance
46 X
guidelines?
How many directors received withhold/against votes of
49 X X
50% or greater at the last annual meeting?
What percent of the directors were involved in material
50 X X
related-party transactions ?
Do the directors with related-party transactions sit on
51 X X
key board committees?

The Global Leader in Corporate Governance & Responsible Investment 110 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
Has the board failed to implement a shareholder
99 resolution supported by a majority vote, or failed to X
address the issue underlying majority director WHs?
Does the company allow the Board Chair a second or
100 X X
casting vote at director meetings in the event of a tie?
What is the aggregate level of stock ownership of the
140 officers and directors as a percentage of shares X X X X X * X X
outstanding?
143 Are directors subject to stock ownership guidelines? X X X
What percentage of directors with more than one year
144 of service own stock, who can legally or practically do X X X X X X
so?
What percentage of the board consists of immediate
205 family members of majority shareholders, executives, * * *
and former executives within the past five years?
What percentage of the board are former or current
206
employees of the company?
* * *
215 What is the quorum for director meetings X
Are there material related-party transactions involving
216 X X
the CEO?
243 Did any executive or director pledge company shares? X
Does the company have a robust policy prohibiting
244 X X X
hedging of company shares by employees?
282 What is the outside director composition of the board? X

283 What governance structure has the company adopted? *

289 How many outside directors are on the board? *
304 How many women are on the board? X X X X X X X X X * X X X X X
Are there executive directors on the nominating
306 X X X X X y X X X X X X X X
committee?

The Global Leader in Corporate Governance & Responsible Investment 111 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
How many directors serve on an excessive number of
309 X X X
outside boards?
What percentage of directors received shareholder
312 X
approval rates below 80%?
What was the average outside director's total
315 X
compensation as a multiple of the ISS peer median?
331 Does the company maintain a formal audit committee? X

332 Does the company maintain a formal fiscal council? X

Does the company disclose information on related-
336 X X
party transactions?
Has the company disclosed the attendance of each
337 X X
director?
Has the company disclosed information on key
340 X
committee attendance?
Has ISS determined that the board had problematic
345 X X
governance practices that reduced shareholder rights?
Does the company disclose the existence of a formal
348 X
CEO and key executive officers' succession plan?
Does the board have any mechanisms to encourage
349 X
director refreshment?
Has the board adequately responded to low vote
350 X
support for a management proposal?
354 What is the percentage of women on the board? X X X X X X X X X * X X X X X
What percentage of non-executive directors has been
355 X X
on the board less than six years?

Does the company routinely hold independent director

meetings or have other mechanisms to facilitate
366 effective collaboration of independent directors, X
management, and statutory auditors in compliance
with the Japanese Corporate Governance Code 4-8-1?

The Global Leader in Corporate Governance & Responsible Investment 112 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea

Has the company appointed a Lead Independent

Director or established other ways of effective
367 collaboration between independent directors, X
management, and statutory auditors in compliance
with the Japanese Corporate Governance Code 4-8-2?
Does the company have a mechanism to monitor and
supervise its CEO succession planning appropriately in
368 X
compliance with the Japanese Corporate Governance
Code 4-1-3?
What is the independent director composition of the
378 X X X X X X X X X X X X X X
Board according to ISS classification (global)?
What is the independent status of the nominating
380 X X X X X y X X X X X X X X
committee members?
What is the independent status of the compensation
381 X X X X X X X X X X X X X X
committee members?
What percentage of the audit committee is
382
independent based on an ISS global classification?
X X X X X * * X X * X X X X

What was the lowest percentage of vote support

383 received by management-nominated directors at their X X X X X X X X X X X * X
most recent annual meeting?
How many women serve in leadership roles on the
386 X X X X X X X X X X X X X X
board?
How many women are executive officers at the
387
company as of the last annual meeting?
X X * *y
388 What is the standard deviation of director age? X X X X X X X X X X X X X X
What is the standard deviation of director tenure (in
389 X X X X X X X X X X X X X X
years)?
What was the percentage of vote support for the CEO
391
at the most recent annual meeting?
X X X X X X X X X X X * X

What was the percentage of vote support for the Board

392
Chair at the most recent annual meeting?
X X X X X X X X X X X * X

The Global Leader in Corporate Governance & Responsible Investment 113 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
COMPENSATION

104 Does the company provide loans to directors? X X X

What part of the total remuneration received by
107 X
directors is options-based?
109 Do directors participate in equity-based plans? X X X X X X
Do non-executive directors participate in performance-
110 X X X X X X X X X X
related remuneration?
Does the company disclose details of individual
112 X X X X X X
executives' or inside directors' remuneration?
What is the level of disclosure on performance
113 measures for the short-term incentive plan for X X X X X X X X X X X X
executives?
114 Is there a cap on the CEO's annual bonus? X X y X X X
Is there a cap on executives', excluding the CEO, annual
115 X X y X X X
bonus?
What percentage of the annual bonus for the CEO is or
116 X X X X X
can be deferred?
What percentage of the annual bonus for executives,
117 X X X X X
excluding the CEO, is or can be deferred?
Is part of the bonus granted or to be granted
118 X X X X X X X
guaranteed?
Does the company disclose a performance measure for
121 X X X X X X
matching for executives?
Does the company disclose a performance measure for
122 X X X X X X X X X X
stock option plans for executives?
Does the company disclose a performance measure for
123 X X X X X X X X X X
restricted share or stock award plans for executives?
Does the company disclose a performance measure for
125 X X X X X X X X
other long-term plans for executives?
What is the total percentage of all outstanding equity-
127 X X X X X X X X X X X X
based plans towards the share capital?

The Global Leader in Corporate Governance & Responsible Investment 114 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
128 Is there a maximum level of dilution per year? X * X X
Do the company's active equity plans prohibit share
129 X
recycling for options or stock appreciation rights?
Does the company's three-year average adjusted burn
130 rate exceed the average plus one standard deviation of X
its industry and index peers?
What are the minimum vesting periods mandated in
131 the equity plan documents for stock options or stock X X X X X X X X X X X X X X
appreciation rights?
What are the minimum vesting periods mandated in
132 the plan documents for executives' restricted stock X X X X X X X X X X X * X X
(adopted/amended in the last three years)?
What are the vesting periods mandated in the plan
133 documents, adopted or amended in the last three X X X X X X X X X X X
years, for executives' other long-term plan?
What is the holding or retention period for stock
134 X X X X X X X X
options for executives?
What is the holding or retention period for restricted
135 X X X X X X X
shares or stock awards for executives?
What are the pricing conditions for stock options
136 X X X X X X X X X X X
granted to executives?
Do the company's active equity plans prohibit option or
138 X X
stock appreciation right repricing?
Has the company repriced options or exchanged them
139 for shares, options, or cash without shareholder X X
approval in the last three years?
What percentage of the salary is subject to stock
145 X X X X X X X
ownership requirements or guidelines for the CEO?

The Global Leader in Corporate Governance & Responsible Investment 115 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
What percentage of the salary is subject to stock
146 ownership requirements or guidelines for executives, X X X X
excluding the CEO?
What is the trigger under the change-in-control
148 X X
agreements?
In the event of termination of the contract for
150 X X
executives, does the equity-based remuneration vest?
How long is the notice period for the CEO if the
152 * X
company terminates the contract?
Do equity-based plans or other long-term awards vest
153 X X X X
completely upon a change-in-control?
154 Does the company provide loans to executives? X X X X X X X X

155 Does the company have a clawback or malus provision? X X X X X X X X

Have any executives been paid a guaranteed bonus in
156 the most recent fiscal year or will be paid a guaranteed X X
bonus in the future?
Did the company grant a one-off reward to any of its
159 X X X X
executives?
What is the multiple of pay in the change-in-control or
160 the severance agreements for executives, excluding the X X X X X X X
CEO?
What is the multiple of pay in the change-in-control or
161 X X X X y X X X X
the severance agreements for the CEO?
Does the company provide excise tax gross-ups for
162 X X
change-in-control payments?
What is the length of employment agreement with the
163
CEO?
*
Has the company voluntarily adopted a management
166 Say-on-Pay advisory vote resolution for the most X X X
recent annual meeting?
What is the size of the CEO's one-year pay as a multiple
228 X y X X X X X X
of the median pay for the company's peers (MOM)?

The Global Leader in Corporate Governance & Responsible Investment 116 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
What is the degree of alignment between the
229 company's TSR and change in CEO pay over the past X y X X X X X X
five years (PTA)?
What is the ratio of the CEO's total compensation to the
232 X
next highest paid executive?
What is the performance period for the latest active
233 long-term incentive plan or the proposed plan for X X X X X
executives?
What is the ratio of the CEO's non-performance-based
237 X
compensation (All Other Compensation) to Base Salary?
Do the company's active equity plans prohibit options
238 X X
or stock appreciation rights cash buyouts?
Do the company's active equity plans have an
239 X
evergreen provision?
Do the company's active equity plans have liberal
240 X
change-in-control vesting provisions?
What is the level of disclosure on performance
246 measures for long-term equity and cash awards granted X X X X X X X X X X X X
in the last fiscal year?
What is the basis for the change-in-control or severance
247 X X X X y X X X X
payment for the CEO?
What is the basis for the change-in-control or severance
248 X X y X X X X
payment for executives excluding the CEO?
What is the level of disclosure on CEO ownership
250 X
guidelines?
Has the ISS qualitative review identified a pay-for-
300 X X
performance misalignment?
Has ISS identified a problematic pay practice or policy
301 X X X X X X X X X X X X
that raise concerns?
Does the company have an equity-based
322
compensation/remuneration plan?
X * X X X X

The Global Leader in Corporate Governance & Responsible Investment 117 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
What are the vesting periods mandated in the plan
323 documents, adopted or amended in the last three X
years, for executives' matching plan?
What are the vesting periods mandated in the plan
324 documents, adopted or amended in the last three X
years, for executives' deferral plan?
Are directors eligible to receive grants or awards under
325 X X X
the plan involved in its administration?
Did the most recent Say-on-Pay proposal receive
328 X y
significant opposition from shareholders?
What is the degree of alignment between the
company's annualized three-year pay percentile rank,
329 X y X X X X X X
relative to peers, and its three-year annualized TSR
rank, relative to peers (RDA)?
Does the company disclose the remuneration paid to
341 X
the board in annual general meeting proxy filings?
Does the company employ at least one metric that
353 compares its performance to a benchmark or peer X
group (relative performance)?
Does the company have performance-based pay or
375 X
other incentives for its executives?
Does the company have a policy on executive
376 X
remuneration and a computation basis for pay?
What was the percentage of vote support received
385 from shareholders on the most recent Say-on-Pay or X X X X X X
remuneration proposal?
What is the level of disclosure on environmental or
394 social performance measures for the short-term X X X X X X X X X X X X
incentive plan for executives?
What is the level of disclosure on environmental or
social performance measures for any long-term
395 X X X X X X X X X X X X
incentive plan for executives granted in the last fiscal
year?

The Global Leader in Corporate Governance & Responsible Investment 118 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

What is the level of disclosure on diversity and

398 inclusion performance measures for the short-term or X X X X X X X X X X X * X
any long-term incentive plan for executives?
Has the company made special grants to executives
399 X
excluding the CEO in the most recent fiscal year?
What percentage of the CEO's total compensation was
400 X
due to special grants in the most recent fiscal year?

The Global Leader in Corporate Governance & Responsible Investment 119 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
SHAREHOLDER RIGHTS
Does the company have a majority vote standard in
52 X X
uncontested elections?
Did management submit a slate ballot at the most
53 X X X X X
recent annual meeting?
Does the company have classes of stock with different
54
voting rights or unequal ability to elect directors?
X X X X X X X * X X X * * X

Are there any directors on the board who are not up

55 X X
for election by all classes of common shareholders?
Is there a sunset provision on the company's unequal
56 X X
voting structure?
What is the percentage of multiple voting rights or
57 X X X X X X X * * * X * *
voting certificates relative to total voting rights?
What is the free float percentage of multiple voting
58 X X X X X X *
rights or voting certificates?
What percentage of voting rights is represented by
59 depositary receipts, where a foundation votes X
unexercised proxies?
Has the company indicated to eliminate the system of
60 X
depositary receipts?
Are depositary receipt holders restricted in their voting
61 X
rights?
What percentage of issued share capital is composed of
63 X X X X X X X * * * X * X
non-voting shares?
What is the level of free float of voting shares relative
64 X X X X X X X
to non-voting shares?
Does the company have an absolute voting right
65 X X X X X
ceiling?

The Global Leader in Corporate Governance & Responsible Investment 120 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
66 Does the company have a relative voting right ceiling? X X X X

67 Does the company have an ownership ceiling? X X X X X X X X X X

Does the company have ownership ceilings for specific
68 X X X X X X X X X
parties?
69 Do shareholders or the State have the priority right? X X X X X X X X
Does the company have targeted stock placement that
72 X X X
can be used as a takeover defense?
Does the company maintain pre-emptive rights in the
73 X X
event of a takeover bid?
Can the company target repurchased shares in the
74 X X X
event of a takeover bid?
77 Are all directors elected annually? X X X *
78 Does the company have a poison pill in effect? X X X

79 What is the trigger threshold for the poison pill? X

80 Does the poison pill have a sunset provision? X

82 Does the poison pill have a qualified offer clause? X

Is the board authorized to issue blank check preferred
83 X X X
stock?
What percentage of shares must be represented at the
general meeting to cancel the binding nature of the
84 X
nomination to or dismissal from the supervisory board
and/or management board?
Does the company require a supermajority vote to
89 X X X
approve amendments to the charter or bylaws?
Does the company require a supermajority vote to
90 X X
approve mergers or business combinations?
91 What is the expiration date of the poison pill? X

The Global Leader in Corporate Governance & Responsible Investment 121 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
What is the percentage of share capital needed to
97 X X X
convene a special meeting?

98 Can shareholders act by written consent? X *

Is quorum for shareholders' meetings at least two
101 people representing at least 25% of the outstanding X
shares?
Is there a coattail provision attached to the company's
217 X
unequal voting structure?
Are there ownership factors that affect takeover
218 X X X X X X X X
defenses?
219 Are there priority rights that affect takeover defenses? X X X X X X X X
Is the poison pill designed to preserve tax assets (NOL
220 X
pill)?
221 Was the poison pill approved by shareholders? X

222 When was the poison pill implemented or renewed? X

Does the company's poison pill include a modified
223 X
slow-hand or dead-hand provision?
If the company has a majority voting standard, is there
224 X
a plurality carve-out in the case of contested elections?
Are there material restrictions as to timing or topics to
225 be discussed or ownership levels required to call the X
meeting?
262 How many vacancies are on the board? X X
Are there related-party transactions with significant
263 X X X X X X
shareholders?
Does the removal of a director require a supermajority
284 X
vote?
Does the company have discretion over dividend
285 X X
payments?

The Global Leader in Corporate Governance & Responsible Investment 122 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
Are shareholders allowed to submit dividend
286 X
proposals?
Does the company hold its general meeting on a peak
287 X X
date?
290 Does the company have a controlling shareholder? * * * * * * * * X X X X X X X
What is the dilution limit of the general mandate to
318 X X X X
issue shares?
What is the discount limit of the general mandate to
319 X X X
issue shares?
What is the dilution limit of the general mandate to
320 X
issue repurchased shares?
What is the aggregate dilution limit of the share
321 X
issuance and reissuance mandates?
What is the level of tag-along rights for minority
333 X
shareholders?
334 Are the names of the nominee directors disclosed? X
Has the company made late filing of proxy material in
335 X X X X
the past year?
Does the company use cumulative voting for director
338 X X
elections?
If the company has a plurality vote standard with
majority voting and a director resignation policy, is
343 X
there a plurality carve-out in the case of contested
elections?
Does the company provide proxy access to
346 X
shareholders?
Does the company have an exclusive venue or forum
351 X
provision?
Can the board materially modify the company's equity
352 X
capital structure without shareholder approval?
Has the company entered into a private placement in
356 the past year without an accompanying share purchase X
plan (SPP)?

The Global Leader in Corporate Governance & Responsible Investment 123 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

W. S. Latin South
QuestionID Question US Canada Germanic Nordic Anglo Australasia AsiaPac Japan Africa India Russia
Europe Europe America Korea
Has the company employed a show-of-hands at the last
357 X
general meeting?
359 What is the ownership threshold for proxy access? X
What is the ownership duration threshold for proxy
360 X
access?
What is the cap on shareholder nominees to fill board
361 X
seats from proxy access?
What is the aggregation limit on shareholders to form a
362 X
nominating group for proxy access?
363 Does the company have a fee-shifting provision? X
Does the company have a representative claim
364 limitation or other significant litigation rights X
limitations?
Does the company have a class shares with full or
369 X
multiple voting rights?
Does the company disclose the policy on cross-
shareholding, including voting policy for such shares, in
370 X
compliance with the Japanese Corporate Governance
Code 1-4?
How many days before the general meeting did the
371 X
company publish its proxy materials?
Does the company collaborate with intermediaries to
accommodate beneficial owners to attend shareholder
372 X
meetings in compliance with the Japanese Corporate
Governance Code 1-2-5?

373 Does the company provide proxy materials in English? X

Does the company participate in an electronic voting
374 X
platform?
What is the percentage of votes outstanding controlled
384 X X
by shares with enhanced voting rights?
What was the greatest percentage of vote support for
393 environmental or social shareholder resolutions at the * * * * * * * * * * * * * *
most recent annual meeting?

The Global Leader in Corporate Governance & Responsible Investment 124 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Appendix III: Region-specific Factor Methodology

United States
1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

3 Has the company restated financials for any period within the past two years?

4 Has the company made non-timely financial disclosure filings in the past two years?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

8 Has the company disclosed any material weaknesses in its internal controls in the past two
years?
9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

13 What percentage of non-executive directors on the board has lengthy tenure?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

36 How many executive directors serve on an excessive number of outside boards?

37 How many boards does the CEO sit on?

38 How many non-executive directors serve on a significant number of outside boards?

39 Does the Board Chair serve on a significant number of outside boards?

41 Does the company disclose a policy requiring an annual performance evaluation of the board?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

The Global Leader in Corporate Governance & Responsible Investment 125 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

45 Did any directors attend less than 75% of the aggregate board and applicable committee
meetings without a valid excuse?
46 Does the company disclose board or governance guidelines?

49 How many directors received withhold/against votes of 50% or greater at the last annual
meeting?
50 What percentage of the directors were involved in material related-party transactions?

51 Do the directors with related-party transactions sit on key board committees?

52 Does the company have a majority vote standard in uncontested elections?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
55 Are there any directors on the board who are not up for election by all classes of common
shareholders?
56 Is there a sunset provision on the company's unequal voting structure?

57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?
63 What percentage of issued share capital is composed of non-voting shares?

77 Are all directors elected annually?

78 Does the company have a poison pill in effect?

79 What is the trigger threshold for the poison pill?

80 Does the poison pill have a sunset provision?

82 Does the poison pill have a qualified offer clause?

83 Is the board authorized to issue blank check preferred stock?

89 Does the company require a supermajority vote to approve amendments to the charter or
bylaws?
90 Does the company require a supermajority vote to approve mergers or business combinations?

91 What is the expiration date of the poison pill?

97 What is the percentage of share capital needed to convene a special meeting?

98 Can shareholders act by written consent?

99 Has the board adequately addressed a shareholder resolution supported by a majority vote?

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
129 Do the company's active equity plans prohibit share recycling for options or stock appreciation
rights?
130 Does the company's three-year average adjusted burn rate exceed the average plus one
standard deviation of its industry and index peers?
131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?

The Global Leader in Corporate Governance & Responsible Investment 126 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
134 What is the holding or retention period for stock options for executives?

135 What is the holding or retention period for restricted shares or stock awards for executives?

138 Do the company's active equity plans prohibit option or stock appreciation right repricing?

139 Has the company repriced options or exchanged them for shares, options, or cash without
shareholder approval in the last three years?
143 Are directors subject to stock ownership guidelines?

144 What percentage of directors with more than one year of service own stock, who can legally or
practically do so?
145 What multiple of the salary is subject to stock ownership requirements or guidelines for the
CEO?
148 What is the trigger under the change-in-control agreements?

153 Do equity-based plans or other long-term awards vest completely upon a change-in-control?

155 Does the company have a clawback or malus provision?

156 Have any executives been paid a guaranteed bonus in the most recent fiscal year or will be paid
a guaranteed bonus in the future?
161 What is the multiple of pay in the change-in-control agreements for the CEO?

162 Does the company provide excise tax gross-ups for change-in-control payments?

163 What is the length of employment agreement with the CEO?*

200 Has a regulator initiated enforcement action against an officer or director of the company in the
past two years?
201 Is the company or any of its officers or directors currently under investigation by a regulatory
body?
205 What percentage of the board consists of immediate family members of majority shareholders,
executives, and former executives within the past five years?*
206 What percentage of the board are former or current employees of the company?*

216 Are there material related-party transactions (RPTs) involving the CEO?

220 Is the poison pill designed to preserve tax assets (NOL pill)?

222 When was the poison pill implemented or renewed?

223 Does the company's poison pill include a modified slow-hand or dead-hand provision?

224 If the company has a majority voting standard, is there a plurality carve-out in the case of
contested elections?
225 Are there material restrictions as to timing or topics to be discussed or ownership levels required
to call the meeting?
228 What is the size of the CEO's one-year pay as a multiple of the median pay for the company's
peers (MOM)?
229 What is the degree of alignment between the company's TSR and change in CEO pay over the
past five years (PTA)?

The Global Leader in Corporate Governance & Responsible Investment 127 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

232 What is the ratio of the CEO's total compensation to the next highest paid executive?

237 What is the ratio of the CEO's non-performance-based compensation (All Other Compensation)
to Base Salary?
238 Do the company's active equity plans prohibit options or stock appreciation rights cash buyouts?

239 Do the company's active equity plans have an evergreen provision?

240 Do the company's active equity plans have liberal change-in-control vesting provisions?

243 Did any executive or director pledge company shares?

244 Does the company have a policy prohibiting hedging of company shares by employees?

246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
247 What is the basis for the change-in-control payment for the CEO?

290 Does the company have a controlling shareholder?*

300 Has the ISS qualitative review identified a pay-for-performance misalignment?

301 Has ISS identified a problematic pay practice or policy that raises concern?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

312 What percentage of directors received shareholder approval rates below 80%?

315 What was the average outside director's total compensation as a multiple of the ISS peer
median?
328 Did the most recent Say-on-Pay proposal receive significant opposition from shareholders?

329 What is the degree of alignment between the company's annualized three-year pay percentile
rank, relative to peers, and its three-year annualized TSR rank, relative to peers (RDA)?
345 Has ISS determined that the board had problematic governance practices that reduced
shareholder rights?
346 Does the company provide proxy access to shareholders?

347 What is the tenure of the external auditor?*

348 Does the company disclose the existence of a formal CEO and key executive officers' succession
plan?
349 Does the board have any mechanisms to encourage director refreshment?

350 Has the board adequately responded to low vote support for a management proposal?

351 Does the company have an exclusive venue or forum provision?

352 Can the board materially modify the company's equity capital structure without shareholder
approval?
353 Does the company employ at least one metric that compares its performance to a benchmark or
peer group (relative performance)?
354 What is the percentage of women on the board?

The Global Leader in Corporate Governance & Responsible Investment 128 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

355 What percentage of non-executive directors has been on the board less than six years?

359 What is the ownership threshold for proxy access?

360 What is the ownership duration threshold for proxy access?

361 What is the cap on shareholder nominees to fill board seats from proxy access?

362 What is the aggregation limit on shareholders to form a nominating group for proxy access?

363 Does the company have a fee-shifting provision?

364 Does the company have a representative claim limitation or other significant litigation rights
limitations?
378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
384 What is the percentage of votes outstanding controlled by shares with enhanced voting rights?

385 What was the percentage of vote support received from shareholders on the most recent Say-
on-Pay or remuneration proposal?
386 How many women serve in leadership roles on the board?

387 How many women are executive officers at the company as of the last annual meeting?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

390 Does the board exhibit ethnic or racial diversity?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
399 Has the company made special grants to executives excluding the CEO in the most recent fiscal
year?

The Global Leader in Corporate Governance & Responsible Investment 129 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

400 What percentage of the CEO's total compensation was due to special grants in the most recent
fiscal year?
401 What percentage of the board has familial relationships with other directors?*

402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

406 What are the net expenses incurred from information security breaches over the last three years
relative to total revenue?
407 Has the company experienced an information security breach in the last three years?

408 What are the net expenses incurred from information security breach penalties and settlements
over the last three years relative to total revenue?
409 Has the company entered into an information security risk insurance policy?

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 130 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Canada
1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

3 Has the company restated financials for any period within the past two years?

4 Has the company made non-timely financial disclosure filings in the past two years?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?*

8 Has the company disclosed any material weaknesses in its internal controls in the past two
years?
9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

13 What percentage of non-executive directors on the board has lengthy tenure?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

36 How many executive directors serve on an excessive number of outside boards?

37 How many boards does the CEO sit on?

38 How many non-executive directors serve on a significant number of outside boards?

39 Does the Board Chair serve on a significant number of outside boards?

41 Does the company disclose a policy requiring an annual performance evaluation of the board?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

45 Did any directors attend less than 75% of the aggregate board and applicable committee
meetings without a valid excuse?

The Global Leader in Corporate Governance & Responsible Investment 131 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

49 How many directors received withhold/against votes of 50% or greater at the last annual
meeting?
50 What percentage of the directors were involved in material related-party transactions?

51 Do the directors with related-party transactions sit on key board committees?

52 Does the company have a majority vote standard in uncontested elections?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
55 Are there any directors on the board who are not up for election by all classes of common
shareholders?
56 Is there a sunset provision on the company's unequal voting structure?

57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?
63 What percentage of issued share capital is composed of non-voting shares?

77 Are all directors elected annually?

78 Does the company have a poison pill in effect?

83 Is the board authorized to issue blank check preferred stock?

89 Does the company require a supermajority vote to approve amendments to the charter or
bylaws?
90 Does the company require a supermajority vote to approve mergers or business combinations?

97 What is the percentage of share capital needed to convene a special meeting?

98 Can shareholders act by written consent?*

100 Does the company allow the Board Chair a second or casting vote at director meetings in the
event of a tie?
101 Is quorum for shareholders' meetings at least two people representing at least 25% of the
outstanding shares?
104 Does the company provide loans to directors?

107 What part of the total remuneration received by directors is options-based?

109 Do directors participate in equity-based plans?

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
118 Is part of the bonus granted or to be granted guaranteed?

122 Does the company disclose a performance measure for stock option plans for executives?

123 Does the company disclose a performance measure for restricted share or stock award plans for
executives?
131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?

The Global Leader in Corporate Governance & Responsible Investment 132 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?
134 What is the holding or retention period for stock options for executives?

138 Do the company's active equity plans prohibit option or stock appreciation right repricing?

139 Has the company repriced options or exchanged them for shares, options, or cash without
shareholder approval in the last three years?
143 Are directors subject to stock ownership guidelines?

144 What percentage of directors with more than one year of service own stock, who can legally or
practically do so?
145 What multiple of the salary is subject to stock ownership requirements or guidelines for the
CEO?
148 What is the trigger under the change-in-control agreements?

153 Do equity-based plans or other long-term awards vest completely upon a change-in-control?

154 Does the company provide loans to executives?

155 Does the company have a clawback or malus provision?

156 Have any executives been paid a guaranteed bonus in the most recent fiscal year or will be paid
a guaranteed bonus in the future?
161 What is the multiple of pay in the severance agreements for the CEO?

162 Does the company provide excise tax gross-ups for change-in-control payments?

166 Has the company voluntarily adopted a management Say-on-Pay advisory vote resolution for the
most recent annual meeting?
200 Has a regulator initiated enforcement action against an officer or director of the company in the
past two years?
215 What is the quorum for director meetings?

217 Is there a coattail provision attached to the company's unequal voting structure?

228 What is the size of the CEO's one-year pay as a multiple of the median pay for the company's
peers (MOM)?
229 What is the degree of alignment between the company's TSR and change in CEO pay over the
past five years (PTA)?
238 Do the company's active equity plans prohibit options or stock appreciation rights cash buyouts?

244 Does the company have a policy prohibiting hedging of company shares by employees?

246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
247 What is the basis for the severance payment for the CEO?

290 Does the company have a controlling shareholder?*

300 Has the ISS qualitative review identified a pay-for-performance misalignment?

301 Has ISS identified a problematic pay practice or policy that raises concern?

The Global Leader in Corporate Governance & Responsible Investment 133 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

329 What is the degree of alignment between the company's annualized three-year pay percentile
rank, relative to peers, and its three-year annualized TSR rank, relative to peers (RDA)?
343 If the company has a plurality vote standard with majority voting and a director resignation
policy, is there a plurality carve-out in the case of contested elections?
347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
384 What is the percentage of votes outstanding controlled by shares with enhanced voting rights?

385 What was the percentage of vote support received from shareholders on the most recent Say-
on-Pay or remuneration proposal?
386 How many women serve in leadership roles on the board?

387 How many women are executive officers at the company as of the last annual meeting?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
401 What percentage of the board has familial relationships with other directors?*

402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

The Global Leader in Corporate Governance & Responsible Investment 134 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 135 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Western Europe
1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

17 What is the term of mandate proposed for supervisory board members from the latest general
meeting?
19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

36 How many executive directors serve on an excessive number of outside boards?

37 Does the CEO serve on a significant number of outside boards?

38 How many non-executive directors serve on a significant number of outside boards?

39 Does the Board Chair serve on a significant number of outside boards?

41 Does the company disclose a policy requiring an annual performance evaluation of the board?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

53 Did management submit a slate ballot at the most recent annual meeting?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?
58 What is the free float percentage of multiple voting rights or voting certificates?

The Global Leader in Corporate Governance & Responsible Investment 136 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

59 What percentage of voting rights is represented by depositary receipts, where a foundation

votes unexercised proxies?
60 Has the company indicated to eliminate the system of depositary receipts?

61 Are depositary receipt holders restricted in their voting rights?

63 What percentage of issued share capital is composed of non-voting shares?

64 What is the free float percentage of voting rights?

65 Does the company have an absolute voting right ceiling?

66 Does the company have a relative voting right ceiling?

67 Does the company have an ownership ceiling?

68 Does the company have ownership ceilings for specific parties?

69 Do shareholders or the State have the priority right?

72 Does the company have targeted stock placement that can be used as a takeover defense?

73 Does the company maintain pre-emptive rights in the event of a takeover bid?

74 Can the company target repurchased shares in the event of a takeover bid?

84 What percentage of shares must be represented at the general meeting to cancel the binding
nature of the nomination to or dismissal from the supervisory board and/or management board?
97 What is the percentage of share capital needed to convene a special meeting?

109 Do directors participate in equity-based plans?

110 Do non-executive directors participate in performance-related remuneration?

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
114 Is there a cap on the CEO's annual bonus?

115 Is there a cap on executives', excluding the CEO, annual bonus?

116 What percentage of the annual bonus for the CEO is or can be deferred?

117 What percentage of the annual bonus for executives, excluding the CEO, is or can be deferred?

118 Is part of the bonus granted or to be granted guaranteed?

121 Does the company disclose a performance measure for matching for executives?

122 Does the company disclose a performance measure for stock option plans for executives?

123 Does the company disclose a performance measure for restricted share or stock award plans for
executives?
125 Does the company disclose a performance measure for other long-term plans for executives?

127 What is the total percentage of all outstanding equity-based plans towards the share capital?

128 Is there a maximum level of dilution per year?

The Global Leader in Corporate Governance & Responsible Investment 137 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?
134 What is the holding or retention period for stock options for executives?

135 What is the holding or retention period for restricted shares or stock awards for executives?

136 What are the pricing conditions for stock options granted to executives?

140 What is the aggregate level of stock ownership of the officers and directors as a percentage of
shares outstanding?
145 What multiple of the salary is subject to stock ownership requirements or guidelines for the
CEO?
146 What multiple of the salary is subject to stock ownership requirements or guidelines for
executives, excluding the CEO?
154 Does the company provide loans to executives?

155 Does the company have a clawback or malus provision?

160 What is the multiple of pay in the severance agreements for executives, excluding the CEO?

161 What is the multiple of pay in the severance agreements for the CEO?

166 Has the company voluntarily adopted a management Say-on-Pay advisory vote resolution for the
most recent annual meeting?
218 Are there ownership factors that affect takeover defenses?

219 Are there priority rights that affect takeover defenses?

228 What is the size of the CEO's one-year pay as a multiple of the median pay for the company's
peers (MOM)?
229 What is the degree of alignment between the company's TSR and change in CEO pay over the
past five years (PTA)?
233 What is the performance period for the latest active long-term incentive plan or the proposed
plan for executives?
246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
247 What is the basis for the severance payment for the CEO?

248 What is the basis for the severance payment for executives, excluding the CEO?

290 Does the company have a controlling shareholder?*

301 Has ISS identified a problematic pay practice or policy that raises concern?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

323 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' matching plan?

The Global Leader in Corporate Governance & Responsible Investment 138 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

324 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' deferral plan?
329 What is the degree of alignment between the company's annualized three-year pay percentile
rank, relative to peers, and its three-year annualized TSR rank, relative to peers (RDA)?
347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
385 What was the percentage of vote support received from shareholders on the most recent Say-
on-Pay or remuneration proposal?
386 How many women serve in leadership roles on the board?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
401 What percentage of the board has familial relationships with other directors?*

402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

The Global Leader in Corporate Governance & Responsible Investment 139 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 140 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Germanic
1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

36 How many executive directors serve on an excessive number of outside boards?

37 Does the CEO serve on a significant number of outside boards?

38 How many non-executive directors serve on a significant number of outside boards?

39 Does the Board Chair serve on a significant number of outside boards?

41 Does the company disclose a policy requiring an annual performance evaluation of the board?

43 What percentage of all meetings were attended by at least 50% of the supervisory board?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

53 Did management submit a slate ballot at the most recent annual meeting?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?
58 What is the free float percentage of multiple voting rights or voting certificates?

63 What percentage of issued share capital is composed of non-voting shares?

The Global Leader in Corporate Governance & Responsible Investment 141 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

64 What is the free float percentage of voting rights?

65 Does the company have an absolute voting right ceiling?

66 Does the company have a relative voting right ceiling?

67 Does the company have an ownership ceiling?

68 Does the company have ownership ceilings for specific parties?

69 Do shareholders or the State have the priority right?

109 Do directors participate in equity-based plans?

110 Do non-executive directors participate in performance-related remuneration?

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
114 Is there a cap on the CEO's annual bonus?

115 Is there a cap on executives', excluding the CEO, annual bonus?

116 What percentage of the annual bonus for the CEO is or can be deferred?

117 What percentage of the annual bonus for executives, excluding the CEO, is or can be deferred?

118 Is part of the bonus granted or to be granted guaranteed?

121 Does the company disclose a performance measure for matching for executives?

122 Does the company disclose a performance measure for stock option plans for executives?

123 Does the company disclose a performance measure for restricted share or stock award plans for
executives?
125 Does the company disclose a performance measure for other long-term plans for executives?

127 What is the total percentage of all outstanding equity-based plans towards the share capital?

128 Is there a maximum level of dilution per year?*

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?
134 What is the holding or retention period for stock options for executives?

135 What is the holding or retention period for restricted shares or stock awards for executives?

136 What are the pricing conditions for stock options granted to executives?

140 What is the aggregate level of stock ownership of the officers and directors as a percentage of
shares outstanding?
154 Does the company provide loans to executives?

The Global Leader in Corporate Governance & Responsible Investment 142 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

155 Does the company have a clawback or malus provision?

159 Did the company grant a one-off reward to any of its executives?

160 What is the multiple of pay in the severance agreements for executives, excluding the CEO?

161 What is the multiple of pay in the severance agreements for the CEO?

218 Are there ownership factors that affect takeover defenses?

219 Are there priority rights that affect takeover defenses?

228 What is the size of the CEO's one-year pay as a multiple of the median pay for the company's
peers (MOM)?
229 What is the degree of alignment between the company's TSR and change in CEO pay over the
past five years (PTA)?
246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
247 What is the basis for the severance payment for the CEO?

248 What is the basis for the severance payment for executives, excluding the CEO?

250 What is the level of disclosure on CEO ownership guidelines?

290 Does the company have a controlling shareholder?*

301 Has ISS identified a problematic pay practice or policy that raises concern?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

329 What is the degree of alignment between the company's annualized three-year pay percentile
rank, relative to peers, and its three-year annualized TSR rank, relative to peers (RDA)?
347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
386 How many women serve in leadership roles on the board?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

The Global Leader in Corporate Governance & Responsible Investment 143 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
401 What percentage of the board has familial relationships with other directors?*

402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 144 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Southern Europe
1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

17 What is the term of mandate proposed for supervisory board members from the latest general
meeting?
19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

36 How many executive directors serve on an excessive number of outside boards?

37 Does the CEO serve on a significant number of outside boards?

38 How many non-executive directors serve on a significant number of outside boards?

39 Does the Board Chair serve on a significant number of outside boards?

41 Does the company disclose a policy requiring an annual performance evaluation of the board?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

53 Did management submit a slate ballot at the most recent annual meeting?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?
58 What is the free float percentage of multiple voting rights or voting certificates?

The Global Leader in Corporate Governance & Responsible Investment 145 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

63 What percentage of issued share capital is composed of non-voting shares?

64 What is the free float percentage of voting rights?

65 Does the company have an absolute voting right ceiling?

66 Does the company have a relative voting right ceiling?

67 Does the company have an ownership ceiling?

68 Does the company have ownership ceilings for specific parties?

69 Do shareholders or the State have the priority right?

72 Does the company have targeted stock placement that can be used as a takeover defense?

73 Does the company maintain pre-emptive rights in the event of a takeover bid?

74 Can the company target repurchased shares in the event of a takeover bid?

89 Does the company require a supermajority vote to approve amendments to the charter or
bylaws?
100 Does the company allow the Board Chair a second or casting vote at director meetings in the
event of a tie?
104 Does the company provide loans to directors?

109 Do directors participate in equity-based plans?

110 Do non-executive directors participate in performance-related remuneration?

112 Does the company disclose details of individual executives' or inside directors' remuneration?

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
114 Is there a cap on the CEO's annual bonus?

115 Is there a cap on executives', excluding the CEO, annual bonus?

116 What percentage of the annual bonus for the CEO is or can be deferred?

117 What percentage of the annual bonus for executives, excluding the CEO, is or can be deferred?

118 Is part of the bonus granted or to be granted guaranteed?

121 Does the company disclose a performance measure for matching for executives?

122 Does the company disclose a performance measure for stock option plans for executives?

123 Does the company disclose a performance measure for restricted share or stock award plans for
executives?
125 Does the company disclose a performance measure for other long-term plans for executives?

127 What is the total percentage of all outstanding equity-based plans towards the share capital?

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?

The Global Leader in Corporate Governance & Responsible Investment 146 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?
134 What is the holding or retention period for stock options for executives?

135 What is the holding or retention period for restricted shares or stock awards for executives?

136 What are the pricing conditions for stock options granted to executives?

140 What is the aggregate level of stock ownership of the officers and directors as a percentage of
shares outstanding?
145 What multiple of the salary is subject to stock ownership requirements or guidelines for the
CEO?
146 What multiple of the salary is subject to stock ownership requirements or guidelines for
executives, excluding the CEO?
150 In the event of termination of the contract for executives, does the equity-based remuneration
vest?
152 How long is the notice period for the CEO if the company terminates the contract?*

154 Does the company provide loans to executives?

155 Does the company have a clawback or malus provision?

159 Did the company grant a one-off reward to any of its executives?

160 What is the multiple of pay in the severance agreements for executives, excluding the CEO?

161 What is the multiple of pay in the severance agreements for the CEO?

218 Are there ownership factors that affect takeover defenses?

219 Are there priority rights that affect takeover defenses?

228 What is the size of the CEO's one-year pay as a multiple of the median pay for the company's
peers (MOM)?
229 What is the degree of alignment between the company's TSR and change in CEO pay over the
past five years (PTA)?
233 What is the performance period for the latest active long-term incentive plan or the proposed
plan for executives?
246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
247 What is the basis for the severance payment for the CEO?

248 What is the basis for the severance payment for executives, excluding the CEO?

290 Does the company have a controlling shareholder?*

301 Has ISS identified a problematic pay practice or policy that raises concern?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

The Global Leader in Corporate Governance & Responsible Investment 147 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

329 What is the degree of alignment between the company's annualized three-year pay percentile
rank, relative to peers, and its three-year annualized TSR rank, relative to peers (RDA)?
347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
386 How many women serve in leadership roles on the board?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
401 What percentage of the board has familial relationships with other directors?*

402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 148 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Nordic

1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?*

9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

17 What is the term of mandate proposed for supervisory board members from the latest general
meeting?
23 What is the classification of the chair of the nominating committee?

27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

36 How many executive directors serve on an excessive number of outside boards?

37 Does the CEO serve on a significant number of outside boards?

38 How many non-executive directors serve on a significant number of outside boards?

39 Does the Board Chair serve on a significant number of outside boards?

41 Does the company disclose a policy requiring an annual performance evaluation of the board?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?
58 What is the free float percentage of multiple voting rights or voting certificates?

63 What percentage of issued share capital is composed of non-voting shares?

64 What is the free float percentage of voting rights?

65 Does the company have an absolute voting right ceiling?

66 Does the company have a relative voting right ceiling?

67 Does the company have an ownership ceiling?

The Global Leader in Corporate Governance & Responsible Investment 149 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

68 Does the company have ownership ceilings for specific parties?

69 Do shareholders or the State have the priority right?

74 Can the company target repurchased shares in the event of a takeover bid?

109 Do directors participate in equity-based plans?

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
114 Is there a cap on the CEO's annual bonus?

115 Is there a cap on executives', excluding the CEO, annual bonus?

121 Does the company disclose a performance measure for matching for executives?

122 Does the company disclose a performance measure for stock option plans for executives?

123 Does the company disclose a performance measure for restricted share or stock award plans for
executives?
125 Does the company disclose a performance measure for other long-term plans for executives?

127 What is the total percentage of all outstanding equity-based plans towards the share capital?

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?
136 What are the pricing conditions for stock options granted to executives?

145 What multiple of the salary is subject to stock ownership requirements or guidelines for the
CEO?
155 Does the company have a clawback or malus provision?

160 What is the multiple of pay in the severance agreements for executives, excluding the CEO?

161 What is the multiple of pay in the severance agreements for the CEO?

218 Are there ownership factors that affect takeover defenses?

219 Are there priority rights that affect takeover defenses?

228 What is the size of the CEO's one-year pay as a multiple of the median pay for the company's
peers (MOM)?
229 What is the degree of alignment between the company's TSR and change in CEO pay over the
past five years (PTA)?
246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
247 What is the basis for the severance payment for the CEO?

248 What is the basis for the severance payment for executives, excluding the CEO?

290 Does the company have a controlling shareholder?*

The Global Leader in Corporate Governance & Responsible Investment 150 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

301 Has ISS identified a problematic pay practice or policy that raises concern?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

329 What is the degree of alignment between the company's annualized three-year pay percentile
rank, relative to peers, and its three-year annualized TSR rank, relative to peers (RDA)?
347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
386 How many women serve in leadership roles on the board?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
401 What percentage of the board has familial relationships with other directors?*

402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

The Global Leader in Corporate Governance & Responsible Investment 151 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 152 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Anglo

1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

8 Has the company disclosed any material weaknesses in its internal controls in the past two
years?
9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

36 How many executive directors serve on an excessive number of outside boards?

37 Does the CEO serve on a significant number of outside boards?

38 How many non-executive directors serve on a significant number of outside boards?

39 Does the Board Chair serve on a significant number of outside boards?

41 Does the company disclose a policy requiring an annual performance evaluation of the board?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

45 Did any directors attend less than 75% of the aggregate board and applicable committee
meetings without a valid excuse?
54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?
58 What is the free float percentage of multiple voting rights or voting certificates?

The Global Leader in Corporate Governance & Responsible Investment 153 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

63 What percentage of issued share capital is composed of non-voting shares?

64 What is the free float percentage of voting rights?

67 Does the company have an ownership ceiling?

68 Does the company have ownership ceilings for specific parties?

69 Do shareholders or the State have the priority right?

110 Do non-executive directors participate in performance-related remuneration?

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
114 Is there a cap on the CEO's annual bonus?

115 Is there a cap on executives', excluding the CEO, annual bonus?

116 What percentage of the annual bonus for the CEO is or can be deferred?

117 What percentage of the annual bonus for executives, excluding the CEO, is or can be deferred?

118 Is part of the bonus granted or to be granted guaranteed?

121 Does the company disclose a performance measure for matching for executives?

122 Does the company disclose a performance measure for stock option plans for executives?

123 Does the company disclose a performance measure for restricted share or stock award plans for
executives?
125 Does the company disclose a performance measure for other long-term plans for executives?

127 What is the total percentage of all outstanding equity-based plans towards the share capital?

128 Is there a maximum level of dilution per year?

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?
134 What is the holding or retention period for stock options for executives?

135 What is the holding or retention period for restricted shares or stock awards for executives?

136 What are the pricing conditions for stock options granted to executives?

140 What is the aggregate level of stock ownership of the officers and directors as a percentage of
shares outstanding?
145 What multiple of the salary is subject to stock ownership requirements or guidelines for the
CEO?
146 What multiple of the salary is subject to stock ownership requirements or guidelines for
executives, excluding the CEO?
154 Does the company provide loans to executives?

The Global Leader in Corporate Governance & Responsible Investment 154 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

155 Does the company have a clawback or malus provision?

160 What is the multiple of pay in the change-in-control or the severance agreements for executives,
excluding the CEO?
161 What is the multiple of pay in the change-in-control or the severance agreements for the CEO?

218 Are there ownership factors that affect takeover defenses?

219 Are there priority rights that affect takeover defenses?

228 What is the size of the CEO's one-year pay as a multiple of the median pay for the company's
peers (MOM)?
229 What is the degree of alignment between the company's TSR and change in CEO pay over the
past five years (PTA)?
233 What is the performance period for the latest active long-term incentive plan or the proposed
plan for executives?
246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
247 What is the basis for the change-in-control or severance payment for the CEO?

248 What is the basis for the change-in-control or severance payment for executives, excluding the
CEO?
290 Does the company have a controlling shareholder?*

301 Has ISS identified a problematic pay practice or policy that raises concern?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

329 What is the degree of alignment between the company's annualized three-year pay percentile
rank, relative to peers, and its three-year annualized TSR rank, relative to peers (RDA)?
347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
385 What was the percentage of vote support received from shareholders on the most recent Say-
on-Pay or remuneration proposal?
386 How many women serve in leadership roles on the board?

387 How many women are executive officers at the company as of the last annual meeting?*

388 What is the standard deviation of director age?

The Global Leader in Corporate Governance & Responsible Investment 155 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
401 What percentage of the board has familial relationships with other directors?*

402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 156 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Australasia
1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

13 What percentage of non-executive directors on the board has lengthy tenure?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

37 Does the CEO serve on a significant number of outside boards?

38 How many non-executive directors serve on a significant number of outside boards?

39 Does the Board Chair serve on a significant number of outside boards?

41 Does the company disclose a policy requiring an annual performance evaluation of the board?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?*
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?*
63 What percentage of issued share capital is composed of non-voting shares?*

67 Does the company have an ownership ceiling?

68 Does the company have ownership ceilings for specific parties?

110 Do non-executive directors participate in performance-related remuneration?

The Global Leader in Corporate Governance & Responsible Investment 157 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
114 Is there a cap on the CEO's annual bonus?

115 Is there a cap on executives', excluding the CEO, annual bonus?

116 What percentage of the annual bonus for the CEO is or can be deferred?

117 What percentage of the annual bonus for executives, excluding the CEO, is or can be deferred?

118 Is part of the bonus granted or to be granted guaranteed?

127 What is the total percentage of all outstanding equity-based plans towards the share capital?

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?
134 What is the holding or retention period for stock options for executives?

135 What is the holding or retention period for restricted shares or stock awards for executives?

136 What are the pricing conditions for stock options granted to executives?

140 What is the aggregate level of stock ownership of the officers and directors as a percentage of
shares outstanding?
143 Are directors subject to stock ownership guidelines?

144 What percentage of directors with more than one year of service own stock, who can legally or
practically do so?
145 What multiple of the salary is subject to stock ownership requirements or guidelines for the
CEO?
146 What multiple of the salary is subject to stock ownership requirements or guidelines for
executives, excluding the CEO?
150 In the event of termination of the contract for executives, does the equity-based remuneration
vest?
152 How long is the notice period for the CEO if the company terminates the contract?

153 Do equity-based plans or other long-term awards vest completely upon a change-in-control?

154 Does the company provide loans to executives?

155 Does the company have a clawback or malus provision?

159 Did the company grant a one-off reward to any of its executives?

228 What is the size of the CEO's one-year pay as a multiple of the median pay for the company's
peers (MOM)?
229 What is the degree of alignment between the company's TSR and change in CEO pay over the
past five years (PTA)?
233 What is the performance period for the latest active long-term incentive plan or the proposed
plan for executives?

The Global Leader in Corporate Governance & Responsible Investment 158 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

244 Does the company have a policy prohibiting hedging of company shares by employees?

246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
262 How many vacancies are on the board?

263 Are there related-party transactions with significant shareholders?

290 Does the company have a controlling shareholder?*

301 Has ISS identified a problematic pay practice or policy that raises concern?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

318 What is the dilution limit of the general mandate to issue shares?

319 What is the discount limit of the general mandate to issue shares?

328 Did the most recent Say-on-Pay proposal receive significant opposition from shareholders?

329 What is the degree of alignment between the company's annualized three-year pay percentile
rank, relative to peers, and its three-year annualized TSR rank, relative to peers (RDA)?
347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

355 What percentage of non-executive directors has been on the board less than six years?

356 Has the company entered into a private placement in the past year without an accompanying
share purchase plan (SPP)?
357 Has the company employed a show of hands at the last general meeting?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
385 What was the percentage of vote support received from shareholders on the most recent Say-
on-Pay or remuneration proposal?
386 How many women serve in leadership roles on the board?

387 How many women are executive officers at the company as of the last annual meeting?*

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

The Global Leader in Corporate Governance & Responsible Investment 159 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
401 What percentage of the board has familial relationships with other directors?*

402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 160 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

AsiaPac
1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

13 What percentage of non-executive directors on the board has lengthy tenure?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executives on the audit committee?

34 What is the classification of the chair of the audit committee?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?*
63 What percentage of issued share capital is composed of non-voting shares?*

110 Do non-executive directors participate in performance-related remuneration?

112 Does the company disclose details of individual executives' or inside directors' remuneration?

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
122 Does the company disclose a performance measure for stock option plans for executives?

123 Does the company disclose a performance measure for restricted share or stock award plans for
executives?
125 Does the company disclose a performance measure for other long-term plans for executives?

The Global Leader in Corporate Governance & Responsible Investment 161 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

127 What is the total percentage of all outstanding equity-based plans towards the share capital?

128 Is there a maximum level of dilution per year?

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?
136 What are the pricing conditions for stock options granted to executives?

144 What percentage of directors with more than one year of service own stock, who can legally or
practically do so?
200 Has a regulator initiated enforcement action against an officer or director of the company in the
past two years?
201 Is the company or any of its officers or directors currently under investigation by a regulatory
body?
216 Are there material related-party transactions (RPTs) involving the CEO?

246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
263 Are there related-party transactions with significant shareholders?

288 Has the company changed its audit firm without a valid reason in the past two fiscal years?

290 Does the company have a controlling shareholder?

302 Has the company made late filing of its annual report for the most recent fiscal year?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

309 How many directors serve on an excessive number of outside boards?

318 What is the dilution limit of the general mandate to issue shares?

319 What is the discount limit of the general mandate to issue shares?

320 What is the dilution limit of the general mandate to issue repurchased shares?

321 What is the aggregate dilution limit of the share issuance and reissuance mandates?

322 Does the company have an equity-based compensation / remuneration plan?

325 Are directors eligible to receive grants or awards under the plan involved in its administration?

335 Has the company made late filing of proxy material in the past year?

337 Has the company disclosed the attendance of each director?

338 Does the company use cumulative voting for director elections?

345 Has ISS determined that the board had problematic governance practices that reduced
shareholder rights?

The Global Leader in Corporate Governance & Responsible Investment 162 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
386 How many women serve in leadership roles on the board?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 163 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Japan
2 Did the auditor issue an adverse opinion in the past year?

4 Has the company made non-timely financial disclosure filings in the past two years?

5 Has a regulator initiated enforcement action against the company in the past two years?

8 Has the company disclosed any material weaknesses in its internal controls in the past two
years?
9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

14 What is the classification of the Board Chair?

19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
34 What is the classification of the chair of the audit committee?

41 Does the company disclose a policy requiring an annual performance evaluation of the board?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

67 Does the company have an ownership ceiling?

77 Are all directors elected annually?

78 Does the company have a poison pill in effect?

112 Does the company disclose details of individual executives' or inside directors' remuneration?

221 Was the poison pill approved by shareholders?

262 How many vacancies are on the board?

280 Can the audit firm be indemnified without shareholder vote?

281 What is the independent statutory auditor's composition?

282 What is the outside director composition of the board?

283 What governance structure has the company adopted?*

284 Does the removal of a director require a supermajority vote?

285 Does the company have discretion over dividend payments?

286 Are shareholders allowed to submit dividend proposals?

The Global Leader in Corporate Governance & Responsible Investment 164 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

287 Does the company hold its general meeting on a peak date?

288 Has the company changed its audit firm without a valid reason in the past two fiscal years?

289 How many outside directors are on the board?*

290 Does the company have a controlling shareholder?

304 How many women are on the board?*

322 Does the company have an equity-based compensation / remuneration plan?*

354 What is the percentage of women on the board?

365 Does the company have a policy on evaluating competency and independence of the external
auditor in compliance with the Japanese Corporate Governance Code 3-2-1?
366 Does the company routinely hold independent director meetings or have other mechanisms to
facilitate effective collaboration of independent directors, management, and statutory auditors
in compliance with the Japanese Corporate Governance Code 4-8-1?
367 Has the company appointed a Lead Independent Director or established other ways of effective
collaboration between independent directors, management, and statutory auditors in
compliance with the Japanese Corporate Governance Code 4-8-2?
368 Does the company have a mechanism to monitor and supervise its CEO succession planning
appropriately in compliance with the Japanese Corporate Governance Code 4-1-3?
369 Does the company have a class shares with full or multiple voting rights?

370 Does the company disclose the policy on cross-shareholding, including voting policy for such
shares, in compliance with the Japanese Corporate Governance Code 1-4?
371 How many days before the general meeting did the company publish its proxy materials?

372 Does the company collaborate with intermediaries to accommodate beneficial owners to attend
shareholder meetings in compliance with the Japanese Corporate Governance Code 1-2-5?
373 Does the company provide proxy materials in English?

374 Does the company participate in an electronic voting platform?

375 Does the company have performance-based pay or other incentives for its executives?

376 Does the company have a policy on executive remuneration and a computation basis for pay?

The Global Leader in Corporate Governance & Responsible Investment 165 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Latin America
1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

23 What is the classification of the chair of the nominating committee?

27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

36 How many executive directors serve on an excessive number of outside boards?*

37 Does the CEO serve on a significant number of outside boards?*

38 How many non-executive directors serve on a significant number of outside boards?*

39 Does the Board Chair serve on a significant number of outside boards?*

44 What percentage of the directors attended less than 75% of board and/or committee
meetings?*
53 Did management submit a slate ballot at the most recent annual meeting?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?*
63 What percentage of issued share capital is composed of non-voting shares?*

65 Does the company have an absolute voting right ceiling?

67 Does the company have an ownership ceiling?

68 Does the company have ownership ceilings for specific parties?

69 Do shareholders or the State have the priority right?

77 Are all directors elected annually?*

110 Do non-executive directors participate in performance-related remuneration?

The Global Leader in Corporate Governance & Responsible Investment 166 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

112 Does the company disclose details of individual executives' or inside directors' remuneration?

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
122 Does the company disclose a performance measure for stock option plans for executives?

123 Does the company disclose a performance measure for restricted share or stock award plans for
executives?
125 Does the company disclose a performance measure for other long-term plans for executives?

127 What is the total percentage of all outstanding equity-based plans towards the share capital?

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?
134 What is the holding or retention period for stock options for executives?

135 What is the holding or retention period for restricted shares or stock awards for executives?

136 What are the pricing conditions for stock options granted to executives?

140 What is the aggregate level of stock ownership of the officers and directors as a percentage of
shares outstanding?
153 Do equity-based plans or other long-term awards vest completely upon a change-in-control?

205 What percentage of the board consists of immediate family members of majority shareholders,
executives, and former executives within the past five years?*
206 What percentage of the board are former or current employees of the company?*

218 Are there ownership factors that affect takeover defenses?

219 Are there priority rights that affect takeover defenses?

246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
263 Are there related-party transactions with significant shareholders?

288 Has the company changed its audit firm without a valid reason in the past two fiscal years?

290 Does the company have a controlling shareholder?

301 Has ISS identified a problematic pay practice or policy that raises concern?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

322 Does the company have an equity-based compensation / remuneration plan?

325 Are directors eligible to receive grants or awards under the plan involved in its administration?

331 Does the company maintain a formal audit committee?

The Global Leader in Corporate Governance & Responsible Investment 167 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

332 Does the company maintain a formal fiscal council?

333 What is the level of tag-along rights for minority shareholders?

347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
386 How many women serve in leadership roles on the board?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 168 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Africa
1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

8 Has the company disclosed any material weaknesses in its internal controls in the past two
years?
9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?
58 What is the free float percentage of multiple voting rights or voting certificates?

63 What percentage of issued share capital is composed of non-voting shares?

64 What is the free float percentage of voting rights?

67 Does the company have an ownership ceiling?

68 Does the company have ownership ceilings for specific parties?

69 Do shareholders or the State have the priority right?

110 Do non-executive directors participate in performance-related remuneration?

The Global Leader in Corporate Governance & Responsible Investment 169 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
118 Is part of the bonus granted or to be granted guaranteed?

121 Does the company disclose a performance measure for matching for executives?

122 Does the company disclose a performance measure for stock option plans for executives?

123 Does the company disclose a performance measure for restricted share or stock award plans for
executives?
125 Does the company disclose a performance measure for other long-term plans for executives?

127 What is the total percentage of all outstanding equity-based plans towards the share capital?

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?
136 What are the pricing conditions for stock options granted to executives?

140 What is the aggregate level of stock ownership of the officers and directors as a percentage of
shares outstanding?
154 Does the company provide loans to executives?

159 Did the company grant a one-off reward to any of its executives?

160 What is the multiple of pay in the change-in-control or the severance agreements for executives,
excluding the CEO?
161 What is the multiple of pay in the change-in-control or the severance agreements for the CEO?

166 Has the company voluntarily adopted a management Say-on-Pay advisory vote resolution for the
most recent annual meeting?
218 Are there ownership factors that affect takeover defenses?

219 Are there priority rights that affect takeover defenses?

233 What is the performance period for the latest active long-term incentive plan or the proposed
plan for executives?
246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
247 What is the basis for the change-in-control or severance payment for the CEO?

248 What is the basis for the change-in-control or severance payment for executives, excluding the
CEO?
290 Does the company have a controlling shareholder?

301 Has ISS identified a problematic pay practice or policy that raises concern?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

The Global Leader in Corporate Governance & Responsible Investment 170 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
385 What was the percentage of vote support received from shareholders on the most recent Say-
on-Pay or remuneration proposal?
386 How many women serve in leadership roles on the board?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
401 What percentage of the board has familial relationships with other directors?*

402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 171 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

South Korea

1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

3 Has the company restated financials for any period within the past two years?

4 Has the company made non-timely financial disclosure filings in the past two years?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on

an ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

44 What percentage of the directors attended less than 75% of board and/or committee
meetings?
53 Did management submit a slate ballot at the most recent annual meeting?

54 Does the company have classes of stock with different voting rights or unequal ability to
elect directors?*
72 Does the company have targeted stock placement that can be used as a takeover defense?

83 Is the board authorized to issue blank check preferred stock?

127 What is the total percentage of all outstanding equity-based plans towards the share capital?

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for
restricted stock?*
136 What are the pricing conditions for stock options granted to executives?

The Global Leader in Corporate Governance & Responsible Investment 172 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

144 What percentage of directors with more than one year of service own stock, who can legally
or practically do so?
200 Has a regulator initiated enforcement action against an officer or director of the company in
the past two years?
201 Is the company or any of its officers or directors currently under investigation by a regulatory
body?
263 Are there related-party transactions with significant shareholders?

285 Does the company have discretion over dividend payments?

287 Does the company hold its general meeting on a peak date?

290 Does the company have a controlling shareholder?

302 Has the company made late filing of its annual report for the most recent fiscal year?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

309 How many directors serve on an excessive number of outside boards?

318 What is the dilution limit of the general mandate to issue shares?

322 Does the company have an equity-based compensation / remuneration plan?

335 Has the company made late filing of proxy material in the past year?

338 Does the company use cumulative voting for director elections?

341 Does the company disclose the remuneration paid to the board in annual general meeting
proxy filings?
347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on
an ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global
classification?
383 What was the lowest percentage of vote support received by management-nominated
directors at their most recent annual meeting?*
386 How many women serve in leadership roles on the board?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?*

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?*

The Global Leader in Corporate Governance & Responsible Investment 173 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*

The Global Leader in Corporate Governance & Responsible Investment 174 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

India
1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?

5 Has a regulator initiated enforcement action against the company in the past two years?

6 How many financial experts serve on the audit committee?

8 Has the company disclosed any material weaknesses in its internal controls in the past two
years?
9 How many directors serve on the board?*

10 What percentage of the board is independent based on an ISS local market classification?

13 What percentage of non-executive directors on the board has lengthy tenure?

14 What is the classification of the Board Chair?

16 Has the company identified a Senior Independent Director or an independent Lead Director?

19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?

25 What percentage of the compensation / remuneration committee is independent based on an

ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?

28 What is the classification of the chair of the compensation / remuneration committee?

31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?

34 What is the classification of the chair of the audit committee?

44 What percentage of the directors attended less than 75% of board and/or committee meetings?

54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?*
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?*
63 What percentage of issued share capital is composed of non-voting shares?*

110 Do non-executive directors participate in performance-related remuneration?

112 Does the company disclose details of individual executives' or inside directors' remuneration?

122 Does the company disclose a performance measure for stock option plans for executives?

123 Does the company disclose a performance measure for restricted share or stock award plans for
executives?
127 What is the total percentage of all outstanding equity-based plans towards the share capital?

The Global Leader in Corporate Governance & Responsible Investment 175 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
136 What are the pricing conditions for stock options granted to executives?

144 What percentage of directors with more than one year of service own stock, who can legally or
practically do so?
200 Has a regulator initiated enforcement action against an officer or director of the company in the
past two years?
201 Is the company or any of its officers or directors currently under investigation by a regulatory
body?
263 Are there related-party transactions with significant shareholders?

288 Has the company changed its audit firm without a valid reason in the past two fiscal years?

290 Does the company have a controlling shareholder?

301 Has ISS identified a problematic pay practice or policy that raises concern?

302 Has the company made late filing of its annual report for the most recent fiscal year?

304 How many women are on the board?

306 Are there executive directors on the nominating committee?

309 How many directors serve on an excessive number of outside boards?

318 What is the dilution limit of the general mandate to issue shares?

319 What is the discount limit of the general mandate to issue shares?

322 Does the company have an equity-based compensation / remuneration plan?

325 Are directors eligible to receive grants or awards under the plan involved in its administration?

335 Has the company made late filing of proxy material in the past year?

336 Does the company disclose information on related-party transactions?

337 Has the company disclosed the attendance of each director?

340 Has the company disclosed information on key committee attendance?

347 What is the tenure of the external auditor?*

354 What is the percentage of women on the board?

378 What percentage of the board is independent based on an ISS global classification?

380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?

The Global Leader in Corporate Governance & Responsible Investment 176 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

383 What was the lowest percentage of vote support received by management-nominated directors
at their most recent annual meeting?
386 How many women serve in leadership roles on the board?

388 What is the standard deviation of director age?

389 What is the standard deviation of director tenure (in years)?

391 What was the percentage of vote support for the CEO at the most recent annual meeting?

392 What was the percentage of vote support for the Board Chair at the most recent annual
meeting?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
396 What percentage of the sustainability committee is independent?

398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?*
402 Does the company disclose an approach on identifying and mitigating information security risks?

403 What percentage of the committee responsible for information security is independent?

404 How often does senior leadership brief the board on information security matters?

405 How many directors with information security experience are on the board?

407 Has the company experienced an information security breach in the last three years?

409 Has the company entered into an information security risk insurance policy?

410 Is the company externally audited or certified by top information security standards?

411 Does the company have an information security training program?

412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 177 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Russia

1 Non-audit fees represent what percentage of total fees?

2 Did the auditor issue an adverse opinion in the past year?
5 Has a regulator initiated enforcement action against the company in the past two years?
6 How many financial experts serve on the audit committee?
9 How many directors serve on the board?*
10 What percentage of the board is independent based on an ISS local market classification?
13 What percentage of non-executive directors on the board has lengthy tenure?
14 What is the classification of the Board Chair?
16 Has the company identified a Senior Independent Director or an independent Lead Director?
19 What percentage of the nominating committee is independent based on an ISS local market
classification?
23 What is the classification of the chair of the nominating committee?
25 What percentage of the compensation / remuneration committee is independent based on an
ISS local market classification?
27 Are there executive directors on the compensation / remuneration committee?
28 What is the classification of the chair of the compensation / remuneration committee?
31 What percentage of the audit committee is independent based on an ISS local market
classification?
33 Are there executive directors on the audit committee?
34 What is the classification of the chair of the audit committee?
41 Does the company disclose a policy requiring an annual performance evaluation of the board?
44 What percentage of the directors attended less than 75% of board and/or committee meetings?
54 Does the company have classes of stock with different voting rights or unequal ability to elect
directors?
57 What is the percentage of multiple voting rights or voting certificates relative to total voting
rights?*
58 What is the free float percentage of multiple voting rights or voting certificates?*
63 What percentage of issued share capital is composed of non-voting shares?
64 What is the free float percentage of voting rights?
67 Does the company have an ownership ceiling?
68 Does the company have ownership ceilings for specific parties?
69 Do shareholders or the State have the priority right?
104 Does the company provide loans to directors?
109 Do directors participate in equity-based plans?
110 Do non-executive directors participate in performance-related remuneration?
112 Does the company disclose details of individual executives' or inside directors' remuneration?
113 What is the level of disclosure on performance measures for the short-term incentive plan for
executives?
127 What is the total percentage of all outstanding equity-based plans towards the share capital?
131 What are the minimum vesting periods mandated in the equity plan documents for stock
options or stock appreciation rights?
132 What are the minimum vesting periods mandated in the equity plan documents for restricted
stock?
133 What are the vesting periods mandated in the plan documents, adopted or amended in the last
three years, for executives' other long-term plan?

The Global Leader in Corporate Governance & Responsible Investment 178 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

140 What is the aggregate level of stock ownership of the officers and directors as a percentage of
shares outstanding?
154 Does the company provide loans to executives?
160 What is the multiple of pay in the change-in-control or the severance agreements for executives,
excluding the CEO?
161 What is the multiple of pay in the change-in-control or the severance agreements for the CEO?
205 What percentage of the board consists of immediate family members of majority shareholders,
executives, and former executives within the past five years?*
206 What percentage of the board are former or current employees of the company?*
218 Are there ownership factors that affect takeover defenses?
219 Are there priority rights that affect takeover defenses?
246 What is the level of disclosure on performance measures for long-term equity and cash awards
granted in the last fiscal year?
247 What is the basis for the change-in-control or severance payment for the CEO?
248 What is the basis for the change-in-control or severance payment for executives, excluding the
CEO?
263 Are there related-party transactions with significant shareholders?
290 Does the company have a controlling shareholder?
301 Has ISS identified a problematic pay practice or policy that raises concern?
304 How many women are on the board?
306 Are there executive directors on the nominating committee?
322 Does the company have an equity-based compensation / remuneration plan?
334 Are the names of the nominee directors disclosed?
335 Has the company made late filing of proxy material in the past year?
336 Does the company disclose information on related-party transactions?
347 What is the tenure of the external auditor?*
354 What is the percentage of women on the board?
378 What percentage of the board is independent based on an ISS global classification?
380 What percentage of the nominating committee is independent based on an ISS global
classification?
381 What percentage of the compensation / remuneration committee is independent based on an
ISS global classification?
382 What percentage of the audit committee is independent based on an ISS global classification?
386 How many women serve in leadership roles on the board?
388 What is the standard deviation of director age?
389 What is the standard deviation of director tenure (in years)?
393 What was the greatest percentage of vote support for environmental or social shareholder
resolutions at the most recent annual meeting?*
394 What is the level of disclosure on environmental or social performance measures for the short-
term incentive plan for executives?
395 What is the level of disclosure on environmental or social performance measures for any long-
term incentive plan for executives granted in the last fiscal year?
396 What percentage of the sustainability committee is independent?
398 What is the level of disclosure on diversity and inclusion performance measures for the short-
term or any long-term incentive plan for executives?
401 What percentage of the board has familial relationships with other directors?*
402 Does the company disclose an approach on identifying and mitigating information security risks?

The Global Leader in Corporate Governance & Responsible Investment 179 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

403 What percentage of the committee responsible for information security is independent?
404 How often does senior leadership brief the board on information security matters?
405 How many directors with information security experience are on the board?
407 Has the company experienced an information security breach in the last three years?
409 Has the company entered into an information security risk insurance policy?
410 Is the company externally audited or certified by top information security standards?
411 Does the company have an information security training program?
412 How long ago did the most recent information security breach occur (in months)?

The Global Leader in Corporate Governance & Responsible Investment 180 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

Addendum
› November 24, 2014: Modified question text of Q99, "Has the board adequately addressed a shareholder
resolution supported by a majority vote? (Q99)"
› November 24, 2014: Modified question text of Q130, "Does the company’s three-year average adjusted
burn rate exceed the mean plus one standard deviation of its industry/index peers? (Q130)"
› November 24, 2014: Modified description of Q41 regarding the performance evaluation of the board for
US companies.
› November 24, 2014: Scored factors considered under the Pay for Performance subcategory based on the
ISS 2015 Policy Updates. Note is added to questions 228, 229 and 329.
› November 24, 2014: Added information on the scoring in the Audit & Risk Oversight category.
› November 24, 2014: Removed Canada from the market applicability of Q201.
› November 24, 2014: Modified description to remove the reference to “Vote Results” in Appendix I, as
the “in progress” consideration of vote result collection is noted in the factor description in the
document for questions 49, 312 and 328.
› November 24, 2014: Modified description of Q52 to add explanation of how a “Majority Vote Policy” in
the US is not equivalent to a majority vote standard. Clarified application in Canada.
› November 24, 2014: Removed Q21 from the text, "Are there employee representatives on the
nominating committee?" as it is no longer analyzed in QuickScore 3.0.
› November 24, 2014: Modified question text of Q288 from three fiscal years to two fiscal years. Added
Asia-Pacific to the market applicability of Q288.
› May 26, 2015: Removed Q342 for South Korea regarding the availability of proxy material in English.
› October 30, 2015: Removed information on coverage in the 1st paragraph of the overview. This
information is taken up.
› October 30, 2015: Modified description of coverage in the 1st paragraph regarding the coverage of
QuickScore.
› October 30, 2015: Modified description of “Summary of Updates in QuickScore 3.0” to reflect the
updated methodology.
› October 30, 2015: Modified description of the new factor on proxy access by removing tables and
replacing with text.
› October 30, 2015: Modified description of “Other notable QuickScore 3.0 updates” and 7 to reflect the
updated methodology.
› October 30, 2015: Added a paragraph outlining the difference in standards between FTSE 350 companies
in UK and ISEQ 20 companies in Ireland and the remaining companies in the Anglo region in terms of
independence.
› October 30, 2015: Modified description to add a paragraph outlining the difference in standards
between constituents of the different listing segments in Brazil in terms of independence.
› October 30, 2015: Added W. Europe to the market applicability section in the factor description of Q11.

The Global Leader in Corporate Governance & Responsible Investment 181 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› October 30, 2015: Modified description to add further explanation in the first paragraph of the factor
description on Q212 outlining the difference in standards between FTSE 350 companies in UK and ISEQ
20 companies in Ireland and the remaining companies in the Anglo region.
› October 30, 2015: Modified description to add further explanation in the first paragraph of the factor
description on Q213 outlining the difference in standards between FTSE 350 companies in UK and ISEQ
20 companies in Ireland and the remaining companies in the Anglo region.
› October 30, 2015: Modified description to remove reference to previous threshold in the second
paragraph of the factor description on Q312.
› October 30, 2015: Modified description to add a sentence in the last paragraph of the factor description
on Q143 for Australia taking into account significant share ownership of directors.
› October 30, 2015: Modified description to remove date reference in the last paragraph of the factor
description on Q228.
› October 30, 2015: Modified description to remove date reference in the last paragraph of the factor
description on Q229.
› October 30, 2015: Modified description to remove date reference in the last paragraph of the factor
description on Q329.
› October 30, 2015: Removed Q158 from the text, “Did the company disclose a performance overview for
its long-term incentive plans?” as it is no longer analyzed in QuickScore 3.0.
› October 30, 2015: Removed S. Europe from the market applicability section in the factor description of
Q153.
› October 30, 2015: Added Canada to the market applicability section in the factor description of Q77.
› October 30, 2015: Moved factor description of Q52.
› October 30, 2015: Added Canada to the market applicability section in the factor description of Q89.
› October 30, 2015: Added Canada to the market applicability section in the factor description of Q90.
› October 30, 2015: Removed S. Europe from the market applicability section in the factor description of
Q53.
› October 30, 2015: Added Canada to the market applicability section in the factor description of Q97.
› October 30, 2015: Added Canada to the market applicability section in the factor description of Q98.
› October 30, 2015: Moved factor description of Q225.
› October 30, 2015: Modified description of Q346 to add new factor explanation on proxy access.
› October 30, 2015: Modified description of Q13 to remove sentence on the US.
› October 30, 2015: Modified description of Q45 to update information on the US.
› October 30, 2015: Modified description of Q228 to remove sentence in the last paragraph on the US.
› October 30, 2015: Modified description of Q229 to remove sentence in the last paragraph on the US.
› October 30, 2015: Modified description of Q329 to remove last two paragraphs on the US.
› February 2016: Modified coverage table entry for Ireland.
› April 2016: Modified coverage table entries for Brazil, China, Hong Kong, India, Japan, Singapore and
South Korea.

The Global Leader in Corporate Governance & Responsible Investment 182 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› September 2016: Modified description of Q131 and Q132 to amend the US-specific section.
› November 2016: Modified document to reflect Governance QualityScore branding.
› November 2016: Modified the number of global markets under the Overview Section.
› November 2016: Added decile clarification under the Overview Section.
› November 2016: Modified Asia-Pacific coverage table.
› November 2016: Modified Summary of Updates with renewed section.
› November 2016: Removed section on Other notable 3.0 Updates.
› November 2016: Modified number of QuickScore factors.
› November 2016: Modified question text and explanation on Q304.
› November 2016: Added factor and description of Q354.
› November 2016: Modified question text and added explanation on Canada (majority exemption) for
Q10.
› November 2016: Modified description of Q289.
› November 2016: Modified description of Q282.
› November 2016: Modified description of Q281 to insert and update explanation.
› November 2016: Modified description of Q13 to replace 9 year tenure by tenure as recommended by
local practice.
› November 2016: Added factor and description of Q355.
› November 2016: Modified description of Q14 and updated market applicability to all regions.
› November 2016: Added factor and description of Q367.
› November 2016: Modified description to add explanation on Canada (majority exemption) and added
Japan to the market applicability of Q19.
› November 2016: Modified description and added South Korea and Japan to the market applicability of
Q23.
› November 2016: Modified description to add explanation on Canada (majority exemption) and added
Japan to the market applicability of Q25.
› November 2016: Modified description and added Japan to the market applicability of Q28.
› November 2016: Modified description to add explanation on Canada (majority exemption) and added
Japan to the market applicability of Q31.
› November 2016: Added Japan to the market applicability of Q34.
› November 2016: Modified question text and explanation of Q283.
› November 2016: Modified question text and added Anglo to the market applicability of Q36.
› November 2016: Modified question text and added Anglo to the market applicability of Q37.
› November 2016: Modified question text and description and added Anglo to the market applicability of
Q38.
› November 2016: Modified question text and added Anglo to the market applicability of Q39.
› November 2016: Removed Anglo and added Japan to the market applicability of Q44.

The Global Leader in Corporate Governance & Responsible Investment 183 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› November 2016: Added Anglo to the market applicability of Q45.

› November 2016: Added factor and description of Q366.
› November 2016: Added factor and description of Q348.
› November 2016: Added factor and description of Q368.
› November 2016: Modified question text and description of Q144.
› November 2016: Modified description of Q243.
› November 2016: Added Japan to the market applicability of Q41.
› November 2016: Added factor and description of Q349.
› November 2016: Added factor and description of Q350.
› November 2016: Modified question text and description of Q345.
› November 2016: Modified description of Q116 to add explanation regarding AustralAsia and Anglo.
› November 2016: Modified description of Q117 to add explanation regarding AustralAsia and Anglo.
› November 2016: Modified description and added W.Europe, Germanic, Anglo, S.Europe and Nordic to
the market applicability of Q228.
› November 2016: Modified description and added W.Europe, Germanic, Anglo, S.Europe and Nordic to
the market applicability of Q229.
› November 2016: Modified description and added W.Europe, Germanic, Anglo, S.Europe and Nordic to
the market applicability of Q329.
› November 2016: Added Japan to the market applicability of Q322.
› November 2016: Added factor and description of Q375.
› November 2016: Modified question text and description of Q131.
› November 2016: Modified question text and description of Q132.
› November 2016: Added India to the market applicability of Q325.
› November 2016: Added Japan to the market applicability of Q112.
› November 2016: Added factor and description of Q376.
› November 2016: Removed India from the market applicability of Q246.
› November 2016: Added India to the market applicability of Q122.
› November 2016: Removed factors Q326 and Q327.
› November 2016: Added factor and description of Q353.
› November 2016: Added Africa to the market applicability of Q166.
› November 2016: Modified question text and description of Q328.
› November 2016: Added India to the market applicability of Q301.
› November 2016: Removed factors Q307 and Q308.
› November 2016: Added factor Q369.
› November 2016: Removed AsiaPac from the market applicability of Q77.
› November 2016: Added South Korea to the market applicability of Q83.
› November 2016: Removed factor Q317.

The Global Leader in Corporate Governance & Responsible Investment 184 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› November 2016: Added South Korea to the market applicability of Q285.

› November 2016: Added Japan to the market applicability of Q262.
› November 2016: Added factor and description of Q371.
› November 2016: Added factor and description of Q373.
› November 2016: Added factor and description of Q370.
› November 2016: Added factor and description of Q372.
› November 2016: Added factor and description of Q374.
› November 2016: Added factor and description of Q351.
› November 2016: Added factor and description of Q363.
› November 2016: Added factor and description of Q364.
› November 2016: Modified description of Q346.
› November 2016: Added factor and description of Q359.
› November 2016: Added factor and description of Q360.
› November 2016: Added factor and description of Q361.
› November 2016: Added factor and description of Q362.
› November 2016: Added factor and description of Q352.
› November 2016: Added India to the market applicability of Q319.
› November 2016: Added factor and description of Q347.
› November 2016: Added factor and description of Q365.
› November 2016: Added South Korea to the market applicability of Q3.
› November 2016: Added South Korea to the market applicability of Q4.
› November 2016: Added South Korea to the market applicability of Q302.
› November 2016: Added India to the market applicability of Q200.
› November 2016: Added India and South Korea to the market applicability of Q201.
› November 2016: Moved factor Q281 to Board category.
› February 2017: Modified coverage table.
› February 2017: Modified updates of summary.
› February 2017: Modified market applicabibility of Q354.
› February 2017: Modified description of Q13 to update policy.
› February 2017: Modified market applicablitiy of Q16.
› February 2017: Modified markets applicablity of Q328.
› February 2017: Added factor and description of Q357.
› February 2017: Added factor and description of Q356.
› November 2017: Added Incorporating Company Disclosures section.
› November 2017: Added Coverage Adjustments section.
› November 2017: Modified Summary of Updates section.

The Global Leader in Corporate Governance & Responsible Investment 185 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› November 2017: Modified Appendix III: Region-specific Factor Methodology on page 114
› November 2017: Modified question text and description of Q10.
› November 2017: Modified question text and description of Q19.
› November 2017: Modified question text of Q25.
› November 2017: Modified question text of Q31.
› November 2017: Modified question text and description of Q288 to change from past three years to past
two fiscal years.
› November 2017: Added factor “What percentage of the board is independent based on an ISS global
classification? (Q378)”; All regions except Japan.
› November 2017: Added factor “What percentage of the nominating committee is independent based on
an ISS global classification? (Q380)”; All regions except Japan.
› November 2017: Added factor “What percentage of the compensation committee is independent based
on an ISS global classification? (Q381)”; All regions except Japan.
› November 2017: Added factor “What percentage of the audit committee is independent based on an ISS
global classification? (Q382)”; All regions except Japan.
› November 2017: Added Latin America and India to the market applicability of Q6.
› November 2017: Added US, Canada, Nordic, Anglo, Latin America, and Africa to the market applicability
of Q23.
› November 2017: Added US, Canada, Anglo, Latin America, S. Korea to the market applicability of Q27.
› November 2017: Added US, Canada, Anglo, Latin America, Africa to the market applicability of Q33.
› November 2017: Added US, Canada, W. Europe, Germanic, S. Europe, Nordic, Anglo, Australasia, Latin
America, S. Korea to the market applicability of Q306.
› November 2017: Added Nordic, Latin America, S. Africa to the market applicability of Q16.
› November 2017: Added W. Europe, S. Europe, Germanic to the market applicability of Q53.
› November 2017: Added Australia, Belgium & Nordic to the market applicability of Q67.
› November 2017: Added US, Canada, Latin America to the market applicability of Q28.
› November 2017: Added US, Canada, Nordics, Latin America to the market applicability of Q34.
› November 2017: Added US, Canada, Germanic, Nordics, Anglo, Latin America to the market applicability
of Q44.
› November 2017: Added AsiaPac and S. Korea to the market applicability of Q54.
› November 2017: Scored Anglo, Germanic, Nordic, S. Europe, W. Europe for Q228.
› November 2017: Scored Anglo, Germanic, Nordic, S. Europe, W. Europe for Q329.
› November 2017: Scored Anglo, Germanic, Nordic, S. Europe, W. Europe for Q229.
› November 2017: Added Germanic, France, Portugal to the market applicability of Q109.
› November 2017: Removed factor “What is the independent director composition of the Board
(shareholder elected board members) (Q11)”; previously applicable to Nordic, W. Europe, Germanic.
Now incorporated in Q10.
› November 2017: Removed factor “Does the company maintain a formal nominating committee?
(Q207)”; previously applicable to Nordic and Latin America, now incorporated into Q380.
› November 2017: Removed factor “Are there any board members on the nominating committee?
(Q208)”; previously applicable to Nordic, now incorporated into Q380.

The Global Leader in Corporate Governance & Responsible Investment 186 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› November 2017: Removed factor “Is there more than one board member who is dependent on major
shareholders on the nominating committee? (Q210)”; previously applicable to Nordic & Latin America.
› November 2017: Removed factor “Does the company maintain a formal remuneration committee?
(Q330)”; previously applicable to Latin America, now incorporated into Q381.
› November 2017: Removed factor “What is the number of nominating committee members?” (Q211);
previously applicable to Anglo & S. Europe
› November 2017: Removed factor “What is the number of remuneration committee members? (Q212)”;
previously applicable to Anglo & S. Europe, now incorporated into Q381.
› November 2017: Removed factor “What is the number of audit committee members? (Q213)”;
previously applicable to Anglo & S. Europe, now incorporated into Q382.
› November 2017: Removed factor “Is the Chair of the board of directors a member of the audit
committee? (Q35)”; previously applicable to Anglo & Netherlands, now incorporated into Q382.
› November 2017: Removed factor “If the company is controlled, what percentage of the board is
independent under ISS’ standards? (Q203)”; previously applicable to W. Europe, S. Europe. Now
incorporated in Q10.
› November 2017: Removed factor “Does the poison pill have a TIDE provision? (Q81)”; previously
applicable to US as a non-scored factor.
› November 2017: Removed factor “What is the degree of alignment between the company's cumulative
three-year pay percentile rank, relative to peers, and its three-year cumulative TSR rank, relative to
peers? (Q226)”; previously applicable to US and Canada as a non-scored factor.
› November 2017: Removed factor “What is the degree of alignment between the company's cumulative
one-year pay percentile rank, relative to peers, and its one-year cumulative TSR rank, relative to peers?
(Q227)”; previously applicable to US & Canada as a non-scored factor.
› November 2017: Modified question text of Q144 from “Do all directors with more than one year of
service own stock (who can legally/practically do so)?” to “What percentagepercentage of directors with
more than one year of service own stock (who can legally/practically do so)?”
› November 2017: Modified description of Q1 to clarfiy that Audit fees will be deemed “Not Disclosed” if
audit fees paid to the auditor are not itemized or not disclosed.
› November 2017: Modified description of Q6 to clarfiy that in the US, this will consider companies with
zero, one, two or more financial experts sitting on the audit committee. For Canada this is now a scored
factor.
› November 2017: Modified description of Q127 to clarify “Governance QualityScore will consider the
total percentage of all outstanding equity based incentive plans (granted as well as still to be granted)
and authorizations at the company level.”
› May 2018: Added factor to Australasia: What was the lowest level of support received by management-
nominated director at their most recent election? (Q383)
› May 2018: Added factor to Australasia: What was the level of support received from shareholders on the
most recent say-on-pay/remuneration proposal? (Q385)
› May 2018: Added factor to US (scored) & Canada (unscored): What is the percentage of votes
outstanding controlled by shares with enhanced voting rights? (Q384)
› May 2018: Added Australasia to the market applicability of Q355.
› May 2018: Added Australasia to the market applicability of Q329.
› May 2018: Added Australasia to the market applicability of Q229.

The Global Leader in Corporate Governance & Responsible Investment 187 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› May 2018: Added Australasia to the market applicability of Q228.

› November 2018: Added factor to all markets outside of Japan: What was the percentage of vote support
for the CEO at the most recent annual meeting? (Q391)
› November 2018: Added factor to all markets outside of Japan: What was the percentage of vote support
for the Board Chair at the latest meeting? (Q392)
› November 2018: Added factor to all markets outside of Japan: How many women serve in leadership
roles on the board? (Q386)
› November 2018: Added factor to US, Canada, Anglo, and Asutralia: How many women are named
executive officers at the company? (Q387)
› November 2018: Added factor to all markets outside of Japan: What is the standard deviation of director
age? (Q388)
› November 2018: Added factor to all markets outside of Japan: What is the standard deviation of director
tenure (in years)? (Q389)
› November 2018: Added factor to India and S. Korea: How many directors serve on an excessive number
of outside boards? (Q309)
› November 2018: Added factor Q345 to AsiaPac: Has ISS determined that the board had problematic
governance practices that reduced shareholder rights? (Q345)
› November 2018: Added factor Q383 to US, Canada, Anglo, W. Europe, Germanic, S. Europe, Nordic,
AsiaPac, India, S. Korea, Latin America, and Africa: What was the lowest percentage of vote support
received by management-nominated directors at their most recent annual meeting? (Q383)
› November 2018: Added factor to US, Canda, Anglo, W. Europe, and Africa: What was the percentage of
vote support received from shareholders on the most recent Say-on-Pay or remuneration proposal?
(Q385)
› November 2018: Added factor to India: Does the company disclose a performance measure for
restricted share or stock award plans for executives? (Q123)
› November 2018: Added factor to Germanic: Did the company grant a one-off reward to any of its
executives? (Q159)
› November 2018: Modified question text of Q10 to clarify: What percentage of the board is independent
based on an ISS local market classification?
› November 2018: Modified question text of Q14 to clarify: What is the classification of the Board Chair?
› November 2018: Modified question text of Q16 to clarify: Has the company identified a Senior
Independent Director or an independent Lead Director?
› November 2018: Modified question text of Q17 to clarify: What is the term of mandate proposed for
supervisory board members at the latest general meeting?
› November 2018: Modified question text of Q19 to clarify: What percentage of the nominating
committee is independent based on an ISS local market classification?
› November 2018: Modified question text of Q23 to clarify: What is the classification of the chair of the
nominating committee?
› November 2018: Modified question text of Q25 to clarify: What percentage of the compensation
committee is independent based on an ISS local market classification?
› November 2018: Modified question text of Q28 to clarify: What is the classification of the chair of the
compensation/remuneration committee?

The Global Leader in Corporate Governance & Responsible Investment 188 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› November 2018: Modified question text of Q31 to clarify: What percentage of the audit committee is
independent based on an ISS local market classification?
› November 2018: Modified question text of Q34 to clarify: What is the classification of the chair of the
audit committee?
› November 2018: Modified question text of Q36 to clarify: Do executives serve on an excessive number
of outside boards?
› November 2018: Modified question text of Q37 to clarify: Does the CEO serve on a significant number of
outside boards? / How many boards does the CEO sit on (US and Canada only)?
› November 2018: Modified question text of Q39 to clarify: Does the Board Chair serve on a significant
number of outside boards?
› November 2018: Modified question text of Q46 to clarify: Does the company disclose board or
governance guidelines?
› November 2018: Modified question text of Q49 to clarify: How many directors received withhold/against
votes of 50% or greater at the last annual meeting?
› November 2018: Modified question text of Q50 to clarify: What percent of the directors were involved in
material related-party transactions ?
› November 2018: Modified question text of Q51 to clarify: Do the directors with related-party
transactions sit on key board committees?
› November 2018: Modified question text of Q59 to clarify: What percentage of the company's shares is
represented by depositary receipts, where a foundation votes unexercised proxies?
› November 2018: Modified question text of Q78 to clarify: Does the company have a poison pill in effect?
› November 2018: Modified question text of Q84 to clarify: What percentage of shares must be
represented at the general meeting to cancel the binding nature of the nomination of supervisory board
members and/or executive board members?
› November 2018: Modified question text of Q89 to clarify: Does the company require a supermajority
vote to approve amendments to the charter or bylaws?
› November 2018: Modified question text of Q90 to clarify: Does the company require a supermajority
vote to approve mergers or business combinations?
› November 2018: Modified question text of Q100 to clarify: Does the company allow the Board Chair a
second or casting vote at director meetings in the event of a tie?
› November 2018: Modified question text of Q107 to clarify: What part of the total remuneration received
by directors is options-based?
› November 2018: Modified question text of Q109 to clarify: Do directors participate in equity-based
plans?
› November 2018: Modified question text of Q110 to clarify: Do non-executive directors participate in
performance-related remuneration?
› November 2018: Modified question text of Q112 to clarify: Does the company disclose details of
individual executives' or inside directors' remuneration?
› November 2018: Modified question text of Q113 to clarify: What is the level of disclosure on
performance measures for the short-term incentive plan for executives?
› November 2018: Modified question text of Q114 to clarify: Is there a cap on the CEO's annual bonus?
› November 2018: Modified question text of Q115 to clarify: Is there a cap on executives', excluding the
CEO, annual bonus?

The Global Leader in Corporate Governance & Responsible Investment 189 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› November 2018: Modified question text of Q116 to clarify: What percentage of the annual bonus for the
CEO is or can be deferred?
› November 2018: Modified question text of Q117 to clarify: What percentage of the annual bonus for
executives, excluding the CEO, is or can be deferred?
› November 2018: Modified question text of Q121 to clarify: Does the company disclose a performance
measure for matching for executives?
› November 2018: Modified question text of Q122 to clarify: Does the company disclose a performance
measure for stock option plans for executives?
› November 2018: Modified question text of Q123 to clarify: Does the company disclose a performance
measure for restricted share or stock award plans for executives?
› November 2018: Modified question text of Q125 to clarify: Does the company disclose a performance
measure for other long-term plans for executives?
› November 2018: Modified question text of Q127 to clarify: What is the total percentage of all
outstanding equity-based plans towards the share capital?
› November 2018: Modified question text of Q133 to clarify: What are the vesting periods mandated in
the plan documents, adopted or amended in the last three years, for executives' other long-term plan?
› November 2018: Modified question text of Q134 to clarify: What is the holding or retention period for
stock options for executives?
› November 2018: Modified question text of Q135 to clarify: What is the holding or retention period for
restricted shares or stock awards for executives?
› November 2018: Modified question text of Q139 to clarify: Has the company repriced options or
exchanged them for shares, options, or cash without shareholder approval in the last three years?
› November 2018: Modified question text of Q140 to clarify: What is the aggregate level of stock
ownership of the officers and directors as a percentage of shares outstanding?
› November 2018: Modified question text of Q144 to clarify: What percentage of directors with more than
one year of service own stock, who can legally or practically do so?
› November 2018: Modified question text of Q145 to clarify: What percentage of the salary is subject to
stock ownership requirements or guidelines for the CEO?
› November 2018: Modified question text of Q146 to clarify: What percentage of the salary is subject to
stock ownership requirements or guidelines for executives, excluding the CEO?
› November 2018: Modified question text of Q148 to clarify: What is the trigger under the change-in-
control agreements?
› November 2018: Modified question text of Q150 to clarify: In the event of termination of the contract
for executives, does the equity-based remuneration vest?
› November 2018: Modified question text of Q153 to clarify: Do equity-based plans or other long-term
awards vest completely upon a change-in-control?
› November 2018: Modified question text of Q155 to clarify: Does the company have a clawback or malus
provision?
› November 2018: Modified question text of Q156 to clarify: Have any NEOs been paid a guaranteed
bonus in the most recent fiscal year or will be paid a guaranteed bonus in the future?
› November 2018: Modified question text of Q160 to clarify: What is the multiple of pay in the change-in-
control or the severance agreements for executives, excluding the CEO?

The Global Leader in Corporate Governance & Responsible Investment 190 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› November 2018: Modified question text of Q161 to clarify: What is the multiple of pay in the change-in-
control or the severance agreements for the CEO?
› November 2018: Modified question text of Q200 to clarify: Has a regulator initiated enforcement action
against an officer or director of the company in the past two years?
› November 2018: Modified question text of Q201 to clarify: Is the company or any of its officers or
directors currently under investigation by a regulatory body?
› November 2018: Modified question text of Q205 to clarify: What percentage of the board consists of
immediate family members of majority shareholders, executives, and former executives within the past
five years?
› November 2018: Modified question text of Q216 to clarify: Are there material related-party transactions
involving the CEO?
› November 2018: Modified question text of Q218 to clarify: Are there ownership factors that affect
takeover defenses?
› November 2018: Modified question text of Q219 to clarify: Are there priority rights that affect takeover
defenses?
› November 2018: Modified question text of Q225 to clarify: Are there material restrictions as to timing or
topics to be discussed or ownership levels required to call the meeting?
› November 2018: Modified question text of Q228 to clarify: What is the size of the CEO's one-year pay as
a multiple of the median pay for the company's peers (MOM)?
› November 2018: Modified question text of Q229 to clarify: What is the degree of alignment between the
company's TSR and change in CEO pay over the past five years (PTA)?
› November 2018: Modified question text of Q233 to clarify: What is the performance period for the latest
active long-term incentive plan or the proposed plan for executives?
› November 2018: Modified question text of Q238 to clarify: Do the company's active equity plans
prohibit options or SARs cash buyouts?
› November 2018: Modified question text of Q240 to clarify: Do the company's active equity plans have
liberal change-in-control vesting provisions?
› November 2018: Modified question text of Q246 to clarify: What is the level of disclosure on
performance measures for the latest active or proposed long-term incentive plan?
› November 2018: Modified question text of Q262 to clarify: How many vacancies are on the board?
› November 2018: Modified question text of Q263 to clarify: Are there related-party transactions with
significant shareholders?
› November 2018: Modified question text of Q280 to clarify: Can the audit firm be indemnified without
shareholder vote?
› November 2018: Modified question text of Q286 to clarify: Are shareholders allowed to submit dividend
proposals?
› November 2018: Modified question text of Q289 to clarify: How many outside directors are on the
board?
› November 2018: Modified question text of Q300 to clarify: Has the ISS qualitative review identified a
pay-for-performance misalignment?
› November 2018: Modified question text of Q304 to clarify: How many women are on the board?
› November 2018: Modified question text of Q323 to clarify: What are the vesting periods mandated in
the plan documents, adopted or amended in the last three years, for executives' matching plan?

The Global Leader in Corporate Governance & Responsible Investment 191 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› November 2018: Modified question text of Q324 to clarify: What are the vesting periods mandated in
the plan documents, adopted or amended in the last three years, for executives' Deferral plan?
› November 2018: Modified question text of Q325 to clarify: Are directors eligible to receive grants or
awards under the plan involved in its administration?
› November 2018: Modified question text of Q328 to clarify: Did the most recent Say-on-Pay proposal
receive significant opposition from shareholders?
› November 2018: Modified question text of Q329 to clarify: What is the degree of alignment between the
company's annualized three-year pay percentile rank, relative to peers, and its three-year annualized
TSR rank, relative to peers (RDA)?
› November 2018: Modified question text of Q333 to clarify: What is the level of tag-along rights for
minority shareholders?
› November 2018: Modified question text of Q336 to clarify: Does the company disclose information on
related-party transactions ?
› November 2018: Modified question text of Q338 to clarify: Does the company use cumulative voting for
director elections?
› November 2018: Modified question text of Q341 to clarify: Does the company disclose the remuneration
paid to the board in annual general meeting proxy filings?
› November 2018: Modified question text of Q345 to clarify: Has ISS determined that the board had
problematic governance practices that reduced shareholder rights?
› November 2018: Modified question text of Q348 to clarify: Does the company disclose the existence of a
formal CEO and key executive officers' succession plan?
› November 2018: Modified question text of Q350 to clarify: Has the board adequately responded to low
vote support for a management proposal?
› November 2018: Modified question text of Q351 to clarify: Does the company have an exclusive venue
or forum provision?
› November 2018: Modified question text of Q352 to clarify: Can the board materially modify the
company's equity capital structure without shareholder approval?
› November 2018: Modified question text of Q356 to clarify: Has the company entered into a private
placement in the past year without an accompanying share purchase plan (SPP)?
› November 2018: Modified question text of Q363 to clarify: Does the company have a fee-shifting
provision?
› November 2018: Modified question text of Q366 to clarify: Does the company routinely hold
independent director meetings or have other mechanisms to facilitate effective collaboration of
independent directors, management, and statutory auditors in compliance with the Japanese Corporate
Governance Code 4-8-1?
› November 2018: Modified question text of Q367 to clarify: Has the company appointed a Lead
Independent Director or established other ways of effective collaboration between independent
directors, management, and statutory auditors in compliance with the Japanese Corporate Governance
Code 4-8-2?
› November 2018: Modified question text of Q368 to clarify: Does the company have a mechanism to
monitor and supervise its CEO succession planning appropriately in compliance with the Japanese
Corporate Governance Code 4-1-3?

The Global Leader in Corporate Governance & Responsible Investment 192 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› November 2018: Modified question text of Q369 to clarify: Does the company have a class shares with
full or multiple voting rights?
› November 2018: Modified question text of Q370 to clarify: Does the company disclose the policy on
cross-shareholding, including voting policy for such shares, in compliance with the Japanese Corporate
Governance Code 1-4?
› November 2018: Modified question text of Q371 to clarify: How many days before the general meeting
did the company publish its proxy materials?
› November 2018: Modified question text of Q375 to clarify: Does the company have performance-based
pay or other incentives for its executives?
› November 2018: Modified question text of Q376 to clarify: Does the company have a policy on executive
remuneration and a computation basis for pay?
› November 2018: Modified question text of Q382 to clarify: What percentage of the audit committee is
independent based on an ISS global classification?
› November 2018: Modified question text of Q383 to clarify: What was the lowest percentage of vote
support received by management-nominated directors at their most recent annual meeting?
› November 2018: Modified question text of Q385 to clarify: What was the percentage of vote support
received from shareholders on the most recent Say-on-Pay or remuneration proposal?
› November 2018: Modified description of Q353 to include: Metrics are considered if the metric falls
above the thresholds of deermining either 15% of the overall compensation, or as a modifier able to
adjust payouts both positively and negatively by at least 15%.
› November 2018: Modified description of Q263: Related-party transactions with a significant
shareholder, as of the annual meeting, can represent guaranteed business which can help to justify
significant investments, but can also "crowd out" transactions with unrelated parties which may be more
profitable for the company.
› November 2018: Modified description of Q10: Best practice suggests that at least 70% of the
shareholder-elected board should be independent of the company, of which at least two members
should be independent of major shareholders.
› November 2018: Modified description of Q10: For the African market, the question will consider the
independence of non-executive directors.
› November 2018: Modified description of Q14: This question will consider the classification of the chair of
the board according to ISS policy, outlining whether he / she is independent, an affiliated outsider, an
executive, the Chair, an insider director other than Chair/President/CEO, a former or current
President/CEO of the company, or if the chair of the board has not been appointed.
› November 2018: Modified description of Q16: This question addresses whether there is a position of a
lead independent director with clearly delineated and comprehensive duties, and if the position is
vacant.
› November 2018: Modified description of Q5: This question will evaluate whether a company was subject
to enforcement action by a regulator within the past two years. For the US market, ISS will also analyze
if the investigation was resolved with a material penalty. For non-US markets, all enforcement actions by
regulators within the past two years are considered.
› November 2018: Modified description of Q131: The minimum vesting requirement must apply to
Options and SARs issuable under the plan (time-based and performance based) and must cover all

The Global Leader in Corporate Governance & Responsible Investment 193 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

eligible plan participants for credit to be given. No credit will be given if the plan allows for individual
award agreements or other mechanisms to eliminate the requirement.
› November 2018: Modified description of Q132: The minimum vesting requirement must apply to all
types of full-value awards issuable under the plan (time-based and performance based) and must cover
all eligible plan participants for credit to be given. No credit will be given if the plan allows for individual
award agreements or other mechanisms to eliminate the requirement.
› November 2018: Modified description of Q383: This factor helps investors find companies where
investors might have governance concerns, as evidenced by lower support for one of the management-
nominated directors at their most recent annual general meeting (AGM). For Classified boards, the
factor will report the lowest support for any sitting management-nominated director at their most
recent election regardless if the election was at the company’s most recent annual general meeting.
› November 2018: Moved factor Q49 to the “Board Controversies” subcategory.
› November 2018: Moved factor Q383 to the “Board Controversies” subcategory.
› November 2018: Moved factor Q328 to the “Compensation - Controversies” subcategory.
› November 2018: Moved factor Q385 to the “Compensation - Controversies” subcategory.
› November 2018: Moved factor Q13 to the “Diversity” subcategory.
› November 2018: Moved factor Q304 to the “Diversity” subcategory.
› November 2018: Moved factor Q349 to the “Diversity” subcategory.
› November 2018: Moved factor Q354 to the “Diversity” subcategory.
› November 2018: Moved factor Q355 to the “Diversity” subcategory.
› November 2018: Unscored Q322 for Japan.
› November 2018: Unscored Q6 for Canada, Nordics, and Portugal.
› November 2018: Unscored Q27 for Portugal.
› November 2018: Unscored Q28 for Portugal.
› November 2018: Unscored Q381 for Portugal.
› March 2019: Modified market applicability of Q347 to all markets except France, Japan, and China.
› March 2019: Modified description of Q137 to clarify that extending the term of outstanding options is
also considered option repricing for US.
› March 2019: Modified description of Q383 to clarify that unlisted and non-public securities are excluded
from the calculation.
› March 2019: Modified audit deciles & thresholds for US, Canada, Japan, Nordic, and Latin America
› March 2019: Modified question text of Q246 to clarify it only relates to long-term equity and cash
awards granted in the last fiscal year.
› November 2019: Modified question text of Q113 from “Does the company disclose a performance
measure for the short-term incentive plan for executives?”, to “What is the level of disclosure on
performance measures for the short-term incentive plan for executives?”.
› November 2019: Added Greece, Latin America, New Zealand to the market applicability of Q113.
› November 2019: Added Africa, Anglo, AsiaPac, Canada, Germanic, Latin America, Nordic, S. Europe, W.
Europe to the market applicability of Q246.
› November 2019: Added factor: What was the greatest percentage of vote support for environmental or
social shareholder resolutions at the most recent annual meeting? (Q393)*
› November 2019: Added factor: What is the level of disclosure on environmental or social performance
measures for the short-term incentive plan for executives? (Q394)*

The Global Leader in Corporate Governance & Responsible Investment 194 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› November 2019: Added factor: What is the level of disclosure on environmental or social performance
measures for any long-term incentive plan for executives granted in the last fiscal year? (Q395)*
› February 2020: Modified description of “Coverage” section to reflect expansion of coverage universe
announced November 29, 2019; companies eligible for coverage will be profiled for their next Annual
General Meeting.
› February 2020: Modified description of Q5 to add clarification.
› February 2020: Modified description of Q131 and Q132 to add clarification for Australasia and Canadian
markets.
› February 2020: Modified description of Q244 to add clarification related to hedging policies.
› February 2020: Modified description of Q113 to clarify that it considers completeness of financial
performance measures disclosure.
› February 2020: Modified description of Q143 with updated ownership guidelines for Canadian
companies to reflect current ISS research policy.
› June 2020: Modified question text of Q44 and Q45 to remove "key" as some markets (US, AU, NZ) will
evaluate all committees.
› June 2020: Modified question text of Q131, Q132, Q134, Q135, and Q136 to remove language "only
consider plans from the previous three years" related to Australia and New Zealand.
› June 2020: Modified description of Q56 to add additional clarification corresponding to new possible
answer values, “Not Applicable” or “Not Disclosed”. In the US only, an additional answer choice, “Yes,
but indeterminate or greater than allowable years from IPO” was also added.
› June 2020: Modified Q50 and Q51 to include a new possible answer value and to account for unclassified
directors on the board or a key committee.
› June 2020: Modified Q10 for South Korea market to include a new answer value regarding “Ultra-Small”
market cap companies corresponding to ISS Benchmark Research policy. Three (3) new possible answer
choices were added to Q31 for “Ultra-Small” companies.
› June 2020: Modified Q348 and Q349 to add clarification for new possible answer values to distinguish
between not disclosed and not having succession plans or mechanisms to encourage director
refreshment. Additionally, for Q349, a company must disclose the term limit number or retirement age
limit to receive credit.
› June 2020: Modified question text of Q25, Q27, Q28, Q315, Q322 to replace “compensation” with
“compensation / renumeration”
› June 2020: Modified question text of Q38 to replace “(non-executive)” with “non-executive”
› June 2020: Modified question text of Q50, Q263, Q336 to remove “(RPTs)”
› June 2020: Modified question text of Q50, Q57, Q84, Q127, Q144, Q145, Q146, Q354, Q355, Q385 to
replace “proportion” with “percentage”
› June 2020: Modified question text of Q63 to replace “made up” with “composed”
› June 2020: Modified question text of Q64 to replace “in relation to the” with “relative to”
› June 2020: Modified question text of Q78 to replace “shareholder rights plan (poison pill)” with “poison
pill”
› June 2020: Modified question text of Q101 to remove “shareholder” and to replace “2 persons” with
“two people”
› June 2020: Modified question text of Q121 to insert “for executives” to read “matching for executives”

The Global Leader in Corporate Governance & Responsible Investment 195 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› June 2020: Modified question text of Q130 to replace “equity grant rate” with “three-year average
adjusted burn rate”
› June 2020: Modified question text of Q160, Q161 to insert “change-in-control or the” to read “in the
change-in-control or the severance agreements”; Removed “upon a change-in-control”. Clarified that US
only
› June 2020: Modified question text of Q166 to replace “ ‘Say-on-Pay’ “ with “Say-on-Pay”
› June 2020: Modified question text of Q228 to replace “1-year” with “one-year”
› June 2020: Modified question text of Q263 to replace “related party” with “related-party”
› June 2020: Modified question text of Q315 to insert “ISS” to read “ISS peer median”
› June 2020: Modified question text of Q321 to insert “the” to read “the share issuance and reissuance”;
Replaced “mandate” with “mandates”
› June 2020: Modified question text of Q323 to replace “Matching” with “matching”
› June 2020: Modified question text of Q324 to replace “Deferral” with “deferral”
› June 2020: Modified question text of Q329 to replace “3-year” with “three-year”
› June 2020: Modified question text of Q355 to replace “6” with “six”
› June 2020: Modified question text of Q394, Q395 to replace “E&S” with “environmental or social”
› September 2020: Modified question text of Q155 to “Does the company have a clawback or malus
provision?” Modified description to reflect more granular data collection in Europe between Cash and
Equity.
› September 2020: Modified question text of Q57 to “What is the percentage of multiple voting rights or
voting certificates relative to total voting rights?” Modified description to include loyalty voting rights.
Additional answer values are now applicable.
› September 2020: Modified question text of Q58 to “What is the free float percentage of multiple voting
rights or voting certificates?”. Modified methodology/description to include loyalty voting rights.
Additional answer values are now applicable.
› September 2020: Modified question text of Q59 to “What percentage of voting rights is represented by
depositary receipts, where a foundation votes unexercised proxies?”. Modified description; additional
answer values are now applicable.
› September 2020: Modified question text of Q63 to “What percentage of issued share capital is
composed of non voting shares?”. Modified description; additional answer values are now applicable.
› September 2020: Modified question text of Q64 to “What is the free float percentage of voting rights?”.
Modified methodology/description to include loyalty voting rights; Additional answer values are now
applicable.
› September 2020: Modified methodology/description for Q321.
› September 2020: Modified methodology/description for Q384; additional answers are now applicable.
› October 2020: Modified question text of Q53 to “Did management submit a slate ballot at the most
recent annual meeting?” to reflect current methodology.
› October 2020: Modified Appendix I Event Drive Updates - Newly Appointed Directors to clarify how
Governance QualityScore handles related-party transactions.
› October 2020: Removed Nordic from the market applicability of Q19.
› October 2020: Modified description of Q394 to clarify “In the US, Australia, and New Zealand, only plans
from the most recent fiscal year will be considered.”
› February 2021: Added subcategory: “Board Commitments”.

The Global Leader in Corporate Governance & Responsible Investment 196 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› February 2021: Added subcategory: “Litigation Rights”.

› February 2021: Adding subcategory: “Information Security Risk Oversight”.
› February 2021: Adding subcategory: “Information Security Risk Management”
› February 2021: Renamed “Composition of Committees” subcategory to “Key Committee Composition”
› February 2021: Renamed “Board Controversies” subcategory to “Board Structure Controversies”
› February 2021: Renamed “Diversity” subcategory to “Diversity and Inclusion”
› February 2021: Renamed “Other Shareholder Rights Issues” subcategory to “Shareholder Rights – Other
Issues”
› February 2021: Moved factor Q36 to the “Board Commitments” subcategory.
› February 2021: Moved factor Q37 to the “Board Commitments” subcategory.
› February 2021: Moved factor Q38 to the “Board Commitments” subcategory.
› February 2021: Moved factor Q39 to the “Board Commitments” subcategory.
› February 2021: Moved factor Q43 to the “Board Commitments” subcategory.
› February 2021: Moved factor Q44 to the “Board Commitments” subcategory.
› February 2021: Moved factor Q45 to the “Board Commitments” subcategory.
› February 2021: Moved factor Q309 to the “Board Commitments” subcategory.
› February 2021: Moved factor Q337 to the “Board Commitments” subcategory.
› February 2021: Moved factor Q312 to the “Board Structure Controversies” subcategory.
› February 2021: Moved factor Q351 to the “Litigation Rights” subcategory.
› February 2021: Moved factor Q363 to the “Litigation Rights” subcategory.
› February 2021: Moved factor Q364 to the “Litigation Rights” subcategory.
› February 2021: Moved factor Q393 to the “Shareholder Rights – Other Issues” subcategory.
› February 2021: Moved factor Q232 to the “Compensation Controversies” subcategory.
› February 2021: Added US and Canada to the market market applicability of Q36.
› February 2021: Added US and Canada to the market market applicability of Q39.
› February 2021: Added US, Canada, S. Europe, AsiaPac*, Australasia*, India*, Latin America*, and Russia*
to the market applicability of Q57.
› February 2021: Added S. Europe and Russia* to the market applicability of Q58.
› February 2021: Added US, Canada, Australasia*, AsiaPac*, India*, and Latin America* to the market
applicability of Q63.
› February 2021: Added Anglo, Canada, Germanic, Nordic, W. Europe to the market applicability of Q290.
› February 2021: Added factor: Does the board exhibit ethnic or racial diversity? (Q390)
› February 2021: Added factor: What percentage of the sustainability committee is independent? (Q396)
› February 2021: Added factor: What is the level of disclosure on diversity and inclusion performance
measures for the short-term or any long-term incentive plan for executives? (Q398)
› February 2021: Added factor: Has the company made special grants to executives excluding the CEO in
the most recent fiscal year? (Q399)
› February 2021: Added factor: What percentage of the CEO's total compensation was due to special
grants in the most recent fiscal year? (Q400)
› February 2021: Added factor: What percentage of the board has familial relationships with other
directors? (Q401)*
› February 2021: Added factor: Does the company disclose an approach on identifying and addressing
information security risks? (Q402)

The Global Leader in Corporate Governance & Responsible Investment 197 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› February 2021: Added factor: What percentage of the committee responsible for information security is
independent? (Q403)
› February 2021: Added factor: How often does senior leadership brief the board on information security
matters? (Q404)
› February 2021: Added factor: How many directors with information security experience are on the
board? (Q405)
› February 2021: Added factor: What are the net expenses incurred from information security breaches
over the last three years relative to total revenue? (Q406)
› February 2021: Added factor: Has the company experienced an information security breach in the last
three years? (Q407)
› February 2021: Added factor: What are the net expenses incurred from information security breach
penalties and settlements over the last three years relative to total revenue? (Q408)
› February 2021: Added factor: Has the company entered into an information security risk insurance
policy? (Q409)
› February 2021: Added factor: Is the company externally audited or certified by top information security
standards? (Q410)
› February 2021: Added factor: Does the company have an information security training program? (Q411)
› February 2021: Added factor: How long ago did the most recent information security breach occur (in
months)? (Q412)
› February 2021: Modified question text of Q36 from “Do executives serve on an excessive number of
outside boards” to “How many executive directors serve on an excessive number of outside boards?”
› February 2021: Modified question text of Q387 from “How many women are named executive officers at
the company?” to “How many women are executive officers at the company?”
› February 2021: Modified question text of Q156 from “Have any NEOs been paid a guaranteed bonus in
the most recent fiscal year or will be paid a guaranteed bonus in the future?” to “Have any executives
been paid a guaranteed bonus in the most recent fiscal year or will be paid a guaranteed bonus in the
future?”
› February 2021: Modified description of Q58 to clarify: Multiple voting rights are not best practice, but
high public availability of such voting rights may mitigate their distorting effect.
› February 2021: Modified question text of Q27 from “Are there executives on the compensation /
remuneration committee?” to “Are there executive directors on the compensation / remuneration
committee?”
› February 2021: Modified question text of Q306 from “Are there executives on the nominating
committee?” to “Are there executive directors on the nominating committee?”
› February 2021: Modified question text of Q33 from “Are there executives on the audit committee?” to
“Are there executive directors on the audit committee?”
› February 2021: Modified description of Q6 to insert “Latin America” and to read “In the US, Canada, and
Latin America, Governance QualityScore will include the financial expert(s) explicitly disclosed by the
company.”
› February 2021: Modified description of Q383 to clarify that bundled elections are not considered.
› February 2021: Modified description of Q380, Q381, Q382 to remove “if no committee exists”.
› February 2021: Modified description of Q101 to replace “at least two persons” with “less than two
persons”.

The Global Leader in Corporate Governance & Responsible Investment 198 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› February 2021: Modified description of Q143 to add Australasia definitions for Robust, Standard, and
Sub-standard stock ownership guidelines.
› February 2021: Modified description of Q131 to insert “if there is no vesting disclosure found the plan
documents, actual vesting terms of the grants will be considered”, for Australia and New Zealand
companies.
› February 2021: Modified description of Q132 to replace “options or SARS” with “stock awards” and to
insert “if there is no vesting disclosure found in the plan documents, actual vesting terms of the grants
will be considered”, for Australia and New Zealand companies.
› February 2021: Modified description of Q143 and Q145 to insert “Further, ownership guidelines that
consider unexercised appreciation awards and/or unearned performance awards in meeting the
requirement will not be considered as robust as such awards remain highly subject to forfeitures. Hence,
no credit will be given to this factor for the inclusion of the aforementioned awards”, for US companies.
› June 2021: Modified table to reflect unweighted factors.
› June 2021: Modified description of Q349 to clarify how to receive credit for this factor.
› June 2021: Modified description of Q410 to add HITRUST and FISMA certifications.
› June 2021: Modified description of Q6 to remove financially literate text for Canada.
› June 2021: Modified description of Q345 to delete the states enumerated.
› September 2021: Modified description of Table 1: Americas coverage to clarify that US - R3K excludes
S&P 500 companies.
› September 2021: Modified question text of Q315 from "What was the average outside directors’ total
compensation/remuneration as a multiple of the ISS peer median?" to "What was the average outside
director's total compensation as a multiple of the ISS peer median?"
› September 2021: Modified question text of Q387 from "How many women are executive officers at the
company?" to "How many women are executive officers at the company as of the last annual meeting?"
› September 2021: Modified question text of Q391 from "What was the percentage of vote support for
the CEO at the latest meeting?" to "What was the percentage of vote support for the CEO at the most
recent annual meeting?"
› September 2021: Modified question text of Q392 from "What was the percentage of vote support for
the Board Chair at the latest meeting?" to "What was the percentage of vote support for the Board Chair
at the most recent annual meeting?"
› September 2021: Modified question text of Q129 from "Do the company's active equity plans prohibit
share recycling for options/SARS?" to "Do the company's active equity plans prohibit share recycling for
options or stock appreciation rights?"
› September 2021: Modified question text of Q138 from "Do the company's active equity plans prohibit
option/ SAR repricing?" to "Do the company's active equity plans prohibit option or stock appreciation
right repricing?"
› September 2021: Modified question text of Q238 from "Do the company's active equity plans prohibit
options or SARs cash buyouts?" to "Do the company's active equity plans prohibit options or stock
appreciation rights cash buyouts?"
› September 2021: Modified question text of Q130 from "Does the company's three-year average
adjusted burn rate exceed the mean +1 standard deviation of its industry/index peers?" to "Does the
company's three-year average adjusted burn rate exceed the average plus one standard deviation of its
industry and index peers?"

The Global Leader in Corporate Governance & Responsible Investment 199 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› September 2021: Modified question text of Q131 from "What are the minimum vesting periods
mandated in the equity plan documents for stock options or SARs?" to "What are the minimum vesting
periods mandated in the equity plan documents for stock options or stock appreciation rights?"
› September 2021: Modified question text of Q166 from "Has the company voluntarily adopted a
management say-on-pay advisory vote resolution for the most recent annual meeting or committed to a
resolution going forward?" to "Has the company voluntarily adopted a management Say-on-Pay advisory
vote resolution for the most recent annual meeting?"
› September 2021: Modified question text of Q54 from "Does the company have classes of common stock
with different voting rights?" to "Does the company have classes of stock with different voting rights or
unequal ability to elect directors?"
› September 2021: Modified question text of Q60 from "Has the company indicated an intent to eliminate
the system of depositary receipts?" to "Has the company indicated to eliminate the system of depositary
receipts?"
› September 2021: Modified question text of Q84 from "What percentage of shares must be represented
at the general meeting to cancel the binding nature of the nomination of supervisory board members
and/or executive board members?" to "What percentage of shares must be represented at the general
meeting to cancel the binding nature of the nomination to or dismissal from the supervisory board
and/or management board?"
› September 2021: Modified question text of Q357 from "Has the company employed a show of hands at
the last general meeting?" to "Has the company employed a show-of-hands at the last general
meeting?"
› September 2021: Modified question text of Q343 from "If the company has a majority voting policy in
director elections, does a plurality standard apply for contested elections?" to "If the company has a
plurality vote standard with majority voting and a director resignation policy, is there a plurality carve-
out in the case of contested elections?"
› September 2021: Modified question text of Q101 from "Is the quorum for meetings at least two people
representing at least 25 percent of the outstanding shares" to "Is quorum for shareholders' meetings at
least two people representing at least 25% of the outstanding shares?"
› September 2021: Modified question text of Q335 from "Did the company file its proxy materials late in
the past year?" to "Has the company made late filing of proxy material in the past year?"
› September 2021: Modified question text of Q302 from "Has the company filed belatedly its Annual
Report for the most recent fiscal year?" to "Has the company made late filing of its annual report for the
most recent fiscal year?"
› September 2021: Modified question text of Q5 from "Has a regulator taken enforcement action against
the company in the past two years?" to "Has a regulator initiated enforcement action against the
company in the past two years?"
› September 2021: Modified question text of Q8 from "Has the company disclosed any material
weaknesses in its internal controls in the past two fiscal years?" to "Has the company disclosed any
material weaknesses in its internal controls in the past two years?"
› September 2021: Modified description of Q201 to clarify that investigations against subsidiaries of the
company are evaluated for the factor.

The Global Leader in Corporate Governance & Responsible Investment 200 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries
 ISS ESG Governance QualityScore
Overview and Updates

› September 2021: Modified description of Q301 to clarify that Governance QualityScore will consider the
remuneration policy the company has in place until such policy is renewed regardless of whether there
are remuneration reports on subsequent agendas between policies for Anglo.

Get started on ISS ESG Governance QualityScore

Email [email protected] or visit issgovernance.com for more information.

ABOUT ISS ESG

ISS ESG is the responsible investment arm of Institutional Shareholder Services Inc., a leading provider of
environmental, social, and governance solutions for asset owners, asset managers, hedge funds, and asset
servicing providers. With vast experience in the provision of in-depth responsible investment research, data, and
analytics, ISS ESG has the unique understanding of the requirements of institutional investors.

With its comprehensive offering of solutions, ISS ESG enables investors to develop and integrate responsible
investing policies and practices, engage on responsible investment issues, and monitor portfolio company
practices through screening solutions. It also provides climate data, analytics, and advisory services to help
financial market participants understand, measure, and act on climate-related risks across all asset classes. In
addition, ISS ESG delivers corporate and country ESG research and ratings, enabling its clients to identify
material environmental, social, and governance risks and opportunities. For more information, please visit
https://www.issgovernance.com/esg/.

This document and all the information contained in it is the property of Institutional Shareholder Services Inc.
(“ISS”) and/or its subsidiaries. The Information may not be reproduced or disseminated in whole or in part
without prior written permission of ISS. ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR
REPRESENTATIONS WITH RESPECT TO THE INFORMATION.

The Global Leader in Corporate Governance & Responsible Investment 201 of 201
© 2021 ISS | Institutional Shareholder Services and/or its subsidiaries