On October 7, ISS STOXX Governance released the results of its annual global Benchmark Policy Survey, which opened July 21 and closed August 19, 2026. The survey is the first step in ISS’s annual policy development process. It drew 253 responses: 141 from investors and investor-affiliated organizations and 112 from companies, advisors, and other non-investors.
Key Findings
Director tenure and independence. ISS’s U.S. policy currently does not consider tenure when assessing director independence. Sixty-four percent of investors said long tenure should be a factor, while 74% of non-investors said tenure, however long, should not be, and that a board’s independence determination is generally sufficient. Among investors who would consider tenure, 10 and 12 years were the most common thresholds. A majority of both groups who consider tenure favored a holistic assessment that also looks at board refreshment and the length of overlap with the CEO or chair.
Say-on-pay exemptions. In May 2026, the SEC proposed a rule that would significantly expand the number of companies exempt from say-on-pay votes. Today, ISS directs adverse recommendations to the full compensation committee when there is no say-on-pay vote and compensation concerns exist. Fifty percent of investors favored a more targeted first-year approach with the rule change, applying any adverse vote recommendation only to the committee chair, and 41% favored keeping the current approach. Fifty-four percent of non-investors said adverse recommendations on compensation committee members would not be appropriate at all in that situation.
LTI performance goal disclosure. On whether competitive harm justifies not disclosing forward-looking long-term incentive targets, 50% of investors said it depends on the facts, while 49% of non-investors said it is a reasonable rationale for any company. About 21% of investors and 31% of non-investors would accept it if the company commits to retrospective disclosure of performance targets and results after the award cycle closes.
Responsiveness thresholds. Under ISS’s U.S. policy, support below 70% in the U.S. on a say-on-pay vote triggers particular scrutiny of the company’s response. The responsiveness threshold for (continuing) director elections is 50% of votes cast. The survey asked which threshold should apply when assessing the board’s response to compensation committee members who received low support and there was no say-on-pay vote. Sixty-seven percent of investors favored the existing say-on-pay thresholds (70% in the U.S.), and 18% favored the 50% director election threshold. Non-investors were split the other way: 46% favored the 50% director election threshold, 26% favored the say-on-pay thresholds, and 26% said no responsiveness thresholds or evaluations are appropriate, compared with only 6% of investors.
Semiannual reporting. About half of investors called a move to semiannual reporting a negative change, citing volatility and an uneven playing field. Fifty-four percent of non-investors said it would not be a concern and boards should be trusted to decide.
“Problematic” governance provisions. About 76% of investors want adverse recommendations to continue for as long as provisions such as multi-class structures or supermajority voting requirements remain in place. Only 16% of non-investors agreed, and about one-third preferred adverse recommendations only for the first director election after adoption. On how to apply them, 47% of investors favored escalating negative recommendations from the governance committee chair to all committee members. Non-investors most often (38%) preferred adverse recommendations for the committee chair only.
Reincorporations. The most common response in both groups for considering reincorporations (44% of investors and 58% of non-investors) was to weigh all significant changes, including company-identified benefits and changes to shareholder rights. Roughly 30% of investors would give greater weight to changes that weaken shareholders' ability to hold insiders accountable than benefits in other areas.
What’s Next?
ISS has said it will release draft Benchmark policy updates in the coming weeks and open a public comment period. Final updates are expected in late November or early December and would apply to shareholder meetings on or after February 1, 2027.