Melissa Sawyer and Frank Aquila Author Article on ISS's Declining Influence in Shareholder Votes in the NYSE Governance Series Corporate Board Member June Newsletter

June 10, 2013

Ms. Sawyer and Mr. Aquila authored an article for the NYSE Governance Series Corporate Board Member June Newsletter entitled, "ISS's Declining Influence in Shareholder Votes." In the article, Ms. Sawyer and Mr. Aquila discuss the evolving role of Institutional Shareholder Services (ISS). They suggest that, in the past, ISS has been able to influence the outcome of shareholder votes and encourage companies to adopt their policies, but that now ISS’s influence is declining due to several factors. One reason they cite is that ISS’s clients are not blindly following ISS’s recommendations, but are instead completing their own research to take into account the specific features of the relevant companies and industries. They note that ISS has also attracted the attention of regulators and legislators, such as the SEC and Congress. They also posit that ISS has gained new competition as activists, academics and other organizations have entered into the corporate governance reform business. While ISS still plays a vital role in corporate governance, they predict that role is changing.