Institutional Shareholder Services (ISS) has kicked off the annual process to shape its voting guidelines, releasing its 2026 Annual Global Benchmark Policy Survey earlier this week. The survey is open to institutional investors, public companies, board members, advisors, and other market participants, and closes on August 14, 2026, at 5:00 p.m. ET. ISS will also be holding a series of regional and topic-focused roundtables this year, and the feedback gathered from both channels will feed into any policy updates ISS proposes for the 2027 proxy season; updates that, as in prior years, will also go through a public comment period before anything is finalized.
While the survey spans governance topics across ISS’s global markets, a substantial number of questions speak directly to U.S. companies and their boards. For those trying to get ahead of next year’s voting landscape, the substance of these questions is often as telling as the eventual policy changes themselves; several suggest ISS is genuinely undecided on issues where it has held a fairly firm line for some time. Below is a walkthrough of the topics most relevant to U.S. issuers.
Director Tenure and Independence
The survey devotes significant attention to a question that has lingered in the background of U.S. governance debates for years: Should long director tenure count against a finding of independence? ISS currently does not factor tenure into its U.S. independence determinations. The survey asks respondents whether that should change and, if so, where the line ought to be drawn (10, 12, 15, or 20-plus years, or some other threshold), and whether the focus should be on an individual director’s years of service or on broader board-refreshment dynamics, including overlap with a sitting CEO or chair.
Reincorporations and Persistent Governance Provisions
ISS is also examining how shareholders should evaluate companies that reincorporate into a new jurisdiction, or that amend their charters or bylaws following a change in the underlying corporate law of their existing jurisdiction. The survey asks how much weight should be given to a company’s stated business rationale versus any resulting reduction in shareholder rights.
A related question asks whether ISS’s current approach of applying negative vote recommendations indefinitely (for as long as a problematic governance provision, such as an unequal voting structure, supermajority voting requirements, or a heightened threshold for shareholder proposals, remains outstanding) still makes sense, or whether a sunset or escalation approach would be more appropriate. ISS also asks whether such recommendations should be limited to a committee chair or should extend to additional directors as concerns persist.
Semiannual vs. Quarterly Reporting
The survey touches the SEC’s proposals to allow companies to move from quarterly to semiannual financial reporting. ISS is gauging whether respondents view the shift as neutral, beneficial, a step that could disadvantage ordinary investors relative to those with faster access to information, or an approach that makes sense only for smaller or early-stage companies.
Executive Compensation
Pay-related questions make up a large share of the U.S.-facing portion of the survey. ISS asks whether discretionary annual bonus programs at large financial institutions (long flagged as a qualitative pay-for-performance concern under current policy) should be assessed differently in light of industry-specific risk management requirements that make formulaic bonus structures harder to implement.
Compensation committee accountability also comes up in the context of the SEC’s May 2026 proposal to overhaul filer-status classifications, which could substantially expand the number of companies exempt from say-on-pay votes. ISS is asking how it should register pay-related concerns for companies that no longer hold a say-on-pay vote, including which compensation committee members an adverse recommendation should target, and whether the existing 50% director-election responsiveness threshold or the 70% say-on-pay threshold is the more appropriate benchmark when a compensation committee member’s support falls short.
Additional questions address whether the risk of competitive harm is a legitimate basis for withholding forward-looking long-term incentive performance targets, and whether that rationale should apply differently to relative versus absolute performance metrics.
Climate- and Nature-Related Disclosure
Finally, the survey addresses two climate- and nature-related disclosure topics. First, ISS asks how shareholders should assess a company’s decision to scale back climate-related disclosures, distinguishing between reductions driven by relaxed regulatory requirements and reductions the company attributes to legal or financial risk, and whether directors should be held accountable either way. Second, ISS asks whether companies with meaningful nature-related exposure should be expected to report under an established framework such as the Taskforce on Nature-related Financial Disclosures (TNFD) and separately gauges how familiar and engaged respondents already are with TNFD and similar initiatives like the Science Based Targets Network.