Sep 30, 2021 — ISS ESG Governance QualityScore (GQS) is a data-driven scoring and that there is sufficient time for discussion of all agenda Items;
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ISS ESG Governance QualityScore Overview and Updates The Global Leader in Corporate Governance & Responsible Investment 2 of 202 © 20 21 ISS | Institutional Shareholder Services and/or its subsidiaries 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 Committe e Composition .. .. .. .. 19 Board Practices .. .. .. .. .. . 27 Board Commitments .. .. .. .. . 30 Board Policies .. .. .. .. .. . 33 Related – party Transactions .. .. .. .. 35 Di versity and Inclusion .. .. .. .. .. 37 Board Structure Controversies .. .. .. .. .. 41 Compensation/Remuneration Category .. .. .. 46 Pay – For – Performance .. .. .. .. .. 46 Non – Performance – based Pay .. .. .. .. 48 Use of Equity .. .. .. .. .. 50 Equity Risk Mitigation .. .. .. .. . 54 Non – Executive Pay .. .. .. .. .. 59 Communications and Disclosure .. .. .. .. .. 61
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ISS ESG Governance QualityScore Overview and Updates The Global Leader in Corporate Governance & Responsible Investment 3 of 202 © 20 21 ISS | Institutional Shareholder Services and/or its subsidiaries Termination .. .. .. .. .. . 66 Compensation Controversies .. .. .. .. .. 69 Shareholder Rights & Takeover Defenses .. .. .. 72 One Share, One Vote .. .. .. .. .. 72 Takeover Defenses .. .. .. .. .. 77 Litigation Rights .. .. .. .. .. .. 84 Meetin g and Voting – related Issues .. .. .. .. . 85 Shareholder Rights Other Issues .. .. .. .. . 94 Audit & Risk Oversight .. .. .. .. .. 96 Extern al Auditor .. .. .. .. .. .. 96 Audit and Accounting Controversies .. .. .. .. 98 Information Security Risk Oversight .. .. .. .. 101 Information Security Risk Management .. .. .. . 102 Audit – Other Issues .. .. .. .. 104 Appendix I: Event – driven Data Updates .. .. .. . 106 Appendix II: Governance QualityScore Factor Methodology and Region Applicability .. 108 Appendix III: Region – specific Factor Methodology .. .. .. 126 Addendum .. .. .. .. .. 182
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ISS ESG Governance QualityScore Overview and Updates The Global Leader in Corporate Governance & Responsible Investment 4 of 202 © 20 21 ISS | Institutional Shareholder Services and/or its subsidiaries 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 , an d 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 contex With the continued and growing focus on investor stewardship and engagement, alongside the global convergence of standards and best practices, governance play s a n increasingly prominent role in investment decisions. As a n 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 c ategories : 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 12 7 are used for any one company (defined by region). Governance QualityScore highlights both potentially shareholder – adverse practice s 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 disclosure s are filed, providing the most – timely data available in the marketplace. 1 Incorporat es Company Disclosures . I nformation included in Governance QualityScore includes that drawn f rom the annual filing of compan proxies, annual reports, 10 – Ks, circular s, meeting notices, and other publicly by proprietary analytics and information st emming from ISS analyses, interpretations, and proxy voting policies and subsequent recommendations to our clients for th ese 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 p roxy or meeting materials and the publication of ISS proxy analysis for the company s annual meeting. Governance QualityScor e 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 clients , companies are once again able to review their Governance QualityScore data profiles and provide update s 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 score s ———————- 1 Please see Appendix I for more discussion of event – driven updates.
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ISS ESG Governance QualityScore Overview and Updates The Global Leader in Corporate Governance & Responsible Investment 5 of 202 © 20 21 ISS | Institutional Shareholder Services and/or its subsidiaries after the daily update , the online website will not yet reflect the se updated scores and information . The updated online score and profile will be viewable the following day after the next daily update. Governance QualityScore industry leading global fo otprint, 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 princip 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, a nd governance practitioners worldwide. The Governance QualityScore 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 c ategory scores using the same scale that together provide a clear . A score in the 1 st d ecile indicates higher quality and relatively lower governance risk, and, conversely, a score in the 10 th decile indicates relatively lower quality and higher governance risk. These scores provide an at – a – glance view of ive 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 g lobal governance f actor c omparability. 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 result s in more comprehensive governance profiles. The methodology ensures that companies within a given region/c ountry have a core base of factors that are comparable to other compa nies 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
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ISS ESG Governance QualityScore Overview and Updates The Global Leader in Corporate Governance & Responsible Investment 6 of 202 © 20 21 ISS | Institutional Shareholder Services and/or its subsidiaries 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 3 00, NZX 50 , Nikkei 400, and local European market indices including the U.K. FTSE All – Share (ex – i nvestment trusts.) Governance QualityScore also includes widely – Brazil, China, Hong Kong, India , and other countries . The term “widely held” refers to companies that ISS designates as such based on their member ship in a major index , market capitalization, or the number of ISS clients holding the securities. Table 1 : Americas coverage G QS 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 R ussell 3 000 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 G QS 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 3 00 Index Australasia New Zealand S&P/ NZX 5 0 Index India India Widely held companies Japan Japan JPX – Nikkei 400 South Korea South Korea KRX 100
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ISS ESG Governance QualityScore Overview and Updates The Global Leader in Corporate Governance & Responsible Investment 8 of 202 © 20 21 ISS | Institutional Shareholder Services and/or its subsidiaries Coverage Adjustments The Governance QualityScore universe undergoes periodic coverage updates to reflect changes in the underlying index constituents. Most ex – US markets are up dated annually in January to reflect year – e nd index rebalancing. Therefore, in most markets , changes are held until the beginning of the year , with a notable except ion 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 univ erse . Table 4 : Coverage Adjustment Schedule G QS Region Country Coverage Rebalance Frequency Australasia Australia S&P/ASX 3 00 Index Quarterly Adds Canada Canada S&P/TSX Composite Quarterly Adds Canada Small Cap Canada S&P/TSX Small Cap Quarterly Adds W. Europe France Widely – held within the CAC All – tradable + SBF 120 Quarterly Adds Anglo Ireland ISEQ 20 Index Quarterly Adds Japan Japan JPX – Nikkei 400 Semi – annual Africa South Africa FTSE JSE – 40 , JSE – MidCap Indices Quarterly Adds Anglo United Kingdom FTSE All – Share Index (ex – investment trusts) Quarterly Adds USA United States S&P 500 Index Quarterly Adds USA United States Russell 3000 (ex. S&P 500) Quarterly IPO Adds All other updates: July – European (multiple) STOXX 600 Index Quarterly Adds All other All other Refer to Tables 1, 2 and 3 Annual
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ISS ESG Governance QualityScore Overview and Updates The Global Leader in Corporate Governance & Responsible Investment 9 of 202 © 20 21 ISS | Institutional Shareholder Services and/or its subsidiaries Coverage Adjustment Notes: ISS , at its discretion , will exclude companies from the Governance QualityScore coverage universe if they do not meet requirements for data collection or disclosure. In most cases , Foreign Private Issuers are withheld from coverage . Real Estate Investment Trust and Fund Manag ed companies are also with held from coverage for all regions except USA Canada , Anglo, and Africa . 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. – 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 sc hedule, 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 practice s . 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 a ssess 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 .
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ISS ESG Governance QualityScore Overview and Updates The Global Leader in Corporate Governance & Responsible Investment 10 of 202 © 20 21 ISS | Institutional Shareholder Services and/or its subsidiaries Ne w Factors as of February 5 th , 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 Audi t (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 informat ion 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 an d 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 Applicabil ity: 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
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ISS ESG Governance QualityScore Overview and Updates The Global Leader in Corporate Governance & Responsible Investment 11 of 202 © 20 21 ISS | Institutional Shareholder Services and/or its subsidiaries 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 Indi a. 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? (Q 36 ) A dd: US , Canada Does the Board Chair serve on a significant number of outside boards? (Q39) A dd: US , Canada Shareholder Rights What is the percentage of multiple voting rights or voting certificates relative to total voting rights? (Q57) A dd: Australasia * , AsiaPac * , India * , Latin America * , Russia * , S. Europe , US , Ca nada What is the free float percentage of multiple voting rights or voting certificates? (Q58) A dd: Russia*, S . Europe What percentage of issued share capital is composed of non – voting shares? (Q63) A dd: Australasia*, AsiaPac*, India*, Latin America*, US , Canada Does the company have a controlling shareholder? (Q290) A dd: Anglo*, Canada*, Germanic*, Nordic*, W. Europe* ( N ow 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 .
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