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Institutional Shareholder Services (ISS)

Service Providers Framework 2018

You are in Strategy and Governance » Responsible investment policy

Responsible investment policy

SG 01. Responsible investment policy

01.1. Describe how your organisation’s philosophy incorporates environmental, social and governance factors, and the link to your business offerings.

ISS has more than 30 years of experience in corporate governance, including as a full-service proxy advisor helping investors make informed voting decisions, manage the complex process of voting shares, and report votes to stakeholders and regulators. ISS provides proxy research, vote recommendations and related governance research services to institutional investors worldwide, including an end-to-end proxy- voting platform and leading compliance and risk management solutions. In addition, ISS also offers a host of bespoke and thematic research, tools for portfolio screening, corporate governance scoring solutions and a series of ESG screening tools.

ISS offers investors ESG insights into their portfolios and helps them action this intelligence. Specifically, ISS offer unique, comprehensive and actionable solutions that enable investors to DRIVE:

  • Develop responsible investing policies
  • Report on their ESG approaches to clients and stakeholders
  • Integrate ESG into their investment decisions
  • Vote in shareholder meetings
  • Engage with companies on ESG issues by providing content and services that facilitate dialogue

Whether investors are managing risk, implementing an investment strategy, engaging companies to enhance RI policies and practices, ISS is an integrated service provider to meet investors’ needs for investment decision-making and active ownership.

01.2. Indicate whether you have internal policies that formalise the incorporation of your beliefs in your business offerings.

01.3. Indicate the components/types of your internal policy

Policy components/types

01.4. Indicate how these are put into practice internally across the organisation.

01.5. Additional information [OPTIONAL]

ISS provides comprehensive governance offerings and deep expertise in environmental and social research and analysis to deliver a fully integrated global solution for responsible investing. ISS' ESG solutions enable investors to develop and integrate responsible investing policies and practices into their strategy, and execute upon these policies including through end-to-end voting. Solutions include:

  • Responsible Investment Policy Development
     
  • ISS Research and Screening Services including: Norm-Based Research; Controversial Weapons Screening; Ethical Screens; Energy & Extractives Screens; Global Sanctions Screening; Pooled Engagement
     
  • Climate Data, Analytics and Advisory
     
  • Environment & Social QualityScore
     
  • Custom Screening and Ratings

ISS offers expertise across a full range of ESG issues, having worked with leading asset owners and asset managers to design tailored solutions to integrate responsible investment into the creation of long-term value based on market understanding and expert analysis.

Institutional investors looking to vote in shareholder meetings globally can choose from ISS’ U.S. and international benchmark policies, or specialty voting or specialty voting ISS guidelines that evaluate ESG topics from an assortment of investor viewpoints. ISS' range of specialty proxy voting guidelines evaluate issues from the perspective of socially-responsible investors, public funds, labor unions, mission and faith-based investors, as well as sustainability issues outlined by the PRI signatories seeking to incorporate ESG considerations into their proxy voting practices. ISS also manages full custom voting policies and implements voting recommendations for clients who wish to vote their proxies according to their own specific ESG oriented guidelines and philosophies.

 

ISS' Benchmark Proxy Voting Policies

ISS' Benchmark voting policies incorporate a rigorous analysis of governance and of other ESG topics that shareholders vote on. Environmental and social topics surface most frequently as shareholder resolutions, which are predominantly filed by investors predominantly at U.S., Japanese and Canadian firms. ISS' research and analysis on all ESG shareholder proposal topics include a contextual and insightful background of the subject, including environmental issues such as climate change, greenhouse gas emissions, renewable energy, hydraulic fracturing, coal combustion waste, and social topics such as workplace safety, anti-discrimination practices, and human and labour rights, to name a few. ISS' benchmark research reports will include relevant in-depth analysis, for example of how company practices compare to peers, assessments regarding common practices and disclosures, and extensive case-by-case evaluations of whether company disclosures, policies, and practices sufficiently address the ESG concerns highlighted by shareholder proponents in the resolutions submitted.

 

ISS' SRI Proxy Voting Policy

ISS has extensive experience and expertise on SRI related topics and over the past 16 years has developed SRI-themed proxy voting policies that cater to the unique viewpoints of many socially responsible investors.  The SRI policy has been developed in collaboration with SRI market participants and ISS' SRI clients, and is also informed by the active ownership and investment philosophies of globally recognised initiatives such as the United Nations Environment Programme Finance Initiative, the PRI, the UN Global Compact, and environmental and social European Union Directives, among others.

The SRI policy incorporates a detailed analysis of ESG topics using ISS governance research and ISS-Ethix's Norm-Based Screening and controversies research, which is designed to proactively identify material ESG risks and controversies. This approach to voting recommendations includes employing the use of ESG risk indicators to identify moderate to severe ESG risk factors at over 20,000 companies and other business entities globally. The ESG risk indicators cover several topics, including: environmental stewardship, human rights and the impacts of business activities on local communities, labour rights and supply chain risks, consumer product safety, bribery and corruption, as well as governance and risk oversight failures. Under this ESG Risk Evaluation Framework, ISS may recommend votes against board members up for election for failure to sufficiently oversee, manage, or guard against material ESG risks.

 

ISS' Sustainability Proxy Voting Policy

ISS' Sustainability voting policy represents an approach to proxy voting that aligns with the perspectives of many mainstream investors, who wish to incorporate ESG considerations in their investment decision-making processes to a greater extent, including signatories to the PRI. The ISS Sustainability guidelines focus on economic value preservation and enhancement through promotion of corporate governance best practices that mitigate risks to shareowners, but also reflect the recognition that ESG factors could present material risks to portfolio investments. The Sustainability policy was specifically formulated to meet the growing need of many institutional investors to increasingly account for ESG elements in their voting practices, including signatories to the PRI looking to fulfil their obligations to the UNPRI from a proxy voting perspective. ISS liaised with the PRI Secretariat to help inform the development of the Sustainability voting guidelines.


SG 02. Publically available policies

02.1. Indicate which of your policy documents or statements (if any) are publicly available. Provide the URL and an attachment of the document.

Policy or document name

02.2. Additional information. [OPTIONAL]

Other technical documentation is also available on the ISS public website, including the methodology document for the ISS Pay-for-Performance and Equity Plan Scorecard models (accessible from the page disclosed under SG 02.1), the Governance QualityScore methodology document ("the Techdoc,") available at www.issgovernance.com/solutions/iss-analytics/qualityscore/, and the Environmental and Social QualityScore Key Issue document available at www.issgovernance.com/file/faq/es-key-issues-discloure-transparency-qualityscore.pdf.


SG 03. Norms used to develop policies

03.1. Indicate what standards you have used to develop your organisation’s policies. Tick all that apply.

          Multiple including the Convention on Biodiversity, Rio Declaration on the Environment and Development, United Nations Framework Convention on Climate Change (Paris Agreement)
        
          Multiple including the Geneva Conventions and The Hague Convention.
        

03.2. Additional information. [OPTIONAL]


SG 04. Policy offerings to clients

04.1. Indicate whether you offer standard, off the shelf, policies to clients as part of your product offerings, and/or whether you create tailored versions for individual clients.

Off the shelf Tailored
Asset class-specific RI guidelines
Sector-specific RI guidelines
Screening/exclusions policy
Engagement policy
(Proxy) voting policy
RI guidelines set out within the Investment Policy Statement (IPS)
RI guidelines set out in a freestanding RI policy
Multi-year RI implementation project plan
Conflict of interest management policy
Stockbroker allocation policy
Securities lending policy
Other, please specify (1)
Other, please specify (2)
Other, please specify (3)
None of the above

04.2. Briefly describe how you incorporate ESG factors and RI-consideration when advising clients on policies.

Voting policies and guidelines

All ISS voting policies  incorporate ESG factors to the extent appropriate for the particular policy and chosen investor approach, as described in section SG 04.1 above. ISS voting policies cover listed equities globally.

All ISS-Ethix screening services are applicable to both equities and corporate debt. Certain sector-specific RI guidelines are contained within the ISS Specialty proxy voting policies. An example would be the policy on investing in renewables as described in Section 8c0-3 of ISS' SRI US proxy voting guidelines. The Screening/exclusions policy and related thresholds can be set to reflect the investment focus and tolerance of the client for the controversial issues identified.

In addition, ISS assists many clients with the development and implementation of their own fully customized voting policies. Based on ISS' knowledge of global governance good practices and voting policy formulation, ISS works with clients with customized approaches to proxy voting to develop and implement policies based on each organizations' specific mandates, requirements and governance perspectives. RI guidelines may be set out within a client's overall custom Investment Policy Statement (IPS) or within in a freestanding RI policy, depending on the needs of the individual client.

ISS' Engagement Policy:

ISS' and ISS-Ethix' products and services may be used as support tools to facilitate investor clients' own engagement efforts. ISS also undertakes engagement and dialogue with companies as part of the ISS proxy voting research process, but does not engage with companies on behalf of specific clients.

Conflict of interest management policy

ISS has adopted the Regulatory Code of Ethics ("the Code",) a copy of which is available upon request. All ISS employees are bound by and are required to adhere to the Code. The Code devotes special attention to identifying, disclosing, and seeking to prevent potential conflicts of interest. Particular attention is paid to ISS Corporate Solutions, Inc. ("ICS"), a separate and distinct subsidiary of ISS which provides governance analytics and advisory services to issuers.

There is an actively managed firewall in place as part of the processes that manage potential conflicts of interest for ISS proxy voting research. For example, issuers who are ICS clients may not disclose to any ISS analyst that they have acquired products or services from ICS, per their contract with ICS. ISS does not give preferential treatment to, and is under no obligation to support, any proposal of an issuer whether or not that issuer has purchased products or services from ICS. In order to avoid any appearance of conflict, ISS analysts have no access to information about ICS clients, and requires that in any communication issuers may have with ISS analysts, they do not disclose their identity as an ICS client or potential client, to help protect the integrity of the research process. A full, detailed description of ISS' policy for managing potential conflicts of interest is in section SG 15 of this report.

Securities lending policy

ISS does not own or provide asset management services with respect to any securities and therefore does not engage in any securities lending on its own account or on the account of any clients. ISS provides the Global Share Recall Notification Services to support situations where an institutional client has shares on loan as part of a securities lending program. Being aware of upcoming meetings and their record date allows an investor to make an informed decision whether they wish to recall their shares on loan or not. Anticipated record dates and status levels are provided in order to give clients probabilities of record date accuracy as well as governance factors related to the covered companies. ISS is aware that securities lending provides a revenue stream for clients, and the goal of ISS' service is to provide clients with sufficient information so they can make an informed decision on when to recall shares and preserve revenue on meetings with ordinary items.

04.3. Additional information. [OPTIONAL]


SG 05. ESG/RI in business offerings

05.1. Briefly describe how you include ESG/RI factors as part of your business offerings.

Business area

Reporting

How you include ESG/RI factors

All of ISS' research and data products include reporting support, which may either be in the form of static profiles or dynamic querying. These may include a mix of environmental, social and governance products depending on the content set to which a client has subscribed. In addition, ISS supports investors who wish to disclose their voting policy and how they have applied it in practice by making their voting records public through the Vote Disclosure Service.

Active Ownership Services

How you include ESG/RI factors

ISS-Ethix Pooled Engagement is a tool for investors to exercise their active ownership through a focused dialogue with companies on ESG issues. Pooled Engagement is an extension to ISS-Ethix's Norm- Based Screening. Based on the results of Norm-Based Screening, investors can channel enquiries and requests for improved disclosure to companies involved in serious controversies around environmental and social issues.

Research and Data Provision

How you include ESG/RI factors

Institutions can choose from ISS' Benchmark policies, or specialty voting guidelines, such as SRI or Sustainability policies,  that evaluate ESG topics on a meeting agenda from an assortment of investor viewpoints. ISS also manages full custom voting policies and implements voting recommendations for clients who wish to vote according to their own specific proxy voting guidelines and philosophies (whether on ESG oriented matters or otherwise).

For ISS-Ethix products, the ISS-Ethix Research team is internally divided into five core areas:

  1. ISS-Ethix Climate Solutions assesses corporate climate change risk, including scope 1, 2 and upstream and downstream Scope 3 emissions based on sector estimates.
  2. The Weapons and Sanctions Team processes company and expert sources to confirm corporate involvement in military equipment, specific weapons programmes, as well as civilian firearms.
  3. The Global Norms Team covers Controversy Watch, Norm-Based Research, and Pooled Engagement activities.
  4. The Sector Based Screening Team processes company sources to confirm corporate involvement in certain products and services.
  5. The Sustainability Team assesses the quality of corporate disclosure on a full range of environmental, social and governance (ESG) issues. This data supports Environmental & Social QualityScore for Disclosure & Transparency Practices.

05.2. Indicate the roles in your organisation, and indicate for each whether they have oversight and/or implementation responsibilities for ESG/RI.

Roles present in your organisation Oversight/accountability for RI Implementation of RI
Board
Directors
Chief Executive Officer (CEO), Chief Financial Officer (CFO)
Other chief-level staff

Please specify

          
        

Please specify

          
        
Other heads of department

Please specify

          
        

Please specify

          Other heads of department charged with implementing aspects of the firm’s RI/ESG practices include (listed in alphabetical order):   
Oshni Arachchi, Head of Norms Research and Pooled Engagement; 
Warren Chen, Head of Asia ex-Japan Research;
Damien Fruchart, Head of Sustainability Research; 
Robbert Gerritsen, Head of Continental European Research ,ex France and Germanic;
Marc Goldstein, Head of US Research; 
Jamie Gracey, Head of Global Voting and Data Operations;  
Michael Gray, Head of RI Research Helpdesk;
Cristiano Guerra, head of SSR Research;  
Max Horster, Head of ISS-Ethix Climate Solutions;  
Takeyuki Ishida, Head of Japanese Research;  
Michael Jenks, Head of Weapons and Sanctions Research; 
Lorraine Kelly, Head of ISS’ Proxy Business;  
Vas Kolesnikoff, Head of Australia and New Zealand Research;  
Marija Kramer, Head of ISS’ Responsible Investment Business; 
Vittorio Lara, Head of Specialty Research;
Cedric Laverie, Head of French Research;
Nathan Leclercq, Head of UK Research; 
Viola Lutz, Head of ISS-Ethix Climate Solutions Investor Consulting;  
Georgina Marshall, Global Head of ISS’ Global Research;  
Patrick McGurn, Head of Strategic Research and Analysis;  
Fassil G. Michael, Head of Custom Specialized Research Services;  
Emelie Norling, Head of RI Product Management 
John Roe, Head of ISS Analytics;  
Bert Rutherford, Head of RI Development 
Catherine Salmon, Head of UK, France, MENA Research;  
Nelson Seraci, Head of Special Situations Research, Europe;  
Renata Schmitt Silva, Head of Latin America Research;
Debra Sisti, Head of Canadian Research;  
Maria Anna Vologni, Head of European Custom Research;  
Thomas von Oehsen, Head of Germanic  Central European Research;  
Reinhilde Weidacher, Head of ESG Research and Products
        
Dedicated ESG/RI staff
Other role, specify (1)

Please specify

          
        

Please specify

          
        
Other role, specify (2)

Please specify

          
        

Please specify

          
        
Other role, specify (3)

Please specify

          
        

Please specify

          
        
Other role, specify (4)

Please specify

          
        

Please specify

          
        
None of the above

05.3. Indicate how you ensure ESG/RI expertise for the roles where there are RI oversight/accountability or implementation responsibilities.

05.4. Indicate whether your organisation has any ESG/RI linked incentives for its employees.

05.6. Additional information [OPTIONAL]


SG 06. Outsourcing of services (Private)


SG 07. Providing training/education

07.1. Indicate whether you provide training/educational services on ESG/RI. Tick all that apply.

07.2. Describe the main components of your training/educational services on ESG/RI and any variations depending on the group you provide training/education to.

ISS delivers unparalleled client support, training and high-touch service by a dedicated team that includes a Client Consultant and an Account Executive. Upon request, ISS provides tailored training on corporate governance and responsible investment to investment manager clients. These may cover emerging themes or a deep-dive into particular areas in the client's policy. Upon request, ISS also provides tailored board/trustee training to Asset Owners who are developing or updating their responsible investment policy.

Additionally, ISS organizes and participates in ESG-related conferences and events, co-operates with universities and institutes and responds to publication and media requests

 

07.3. Describe whether these training/educational services include any commercial elements.

          ISS introduces and offers products during some training/educational services.
        

07.4. Additional information. [OPTIONAL]


SG 08. Applying, advancing and promoting the PRI principles

08.1. Describe how your organisation applies, advances and promotes the PRI Principles.

Many of the institutional investors who are signatories to the PRI are also clients of ISS. ISS designs its products and services to help clients meet their broad requirements and mandates (whether internally or externally driven), and include their requirements as PRI signatories.

ISS helps investors integrate ESG issues into their investment analysis and decision-making processes (Principle 1) and to incorporate ESG issues into their ownership policies and practices (Principle 2.) ISS also supports investors with their reporting on responsible investment (Principle 6) via branded corporate governance and proxy voting disclosure website development and hosting. Through ISS Vote Disclosure Service (VDS), clients can meet their disclosure mandates with portfolio-level voting records that are accessible to clients and other stakeholders.

Both ISS and ISS-Ethix interact with companies as part of the standard research process. The objective of this interaction is to ensure that the ISS research is based on the most comprehensive and accurate information available, and is to seek appropriate levels of disclosure on ESG issues by the entities in which clients invest (Principle 3.). Additionally. ISS offers companies an online tool to verify the data collected for both Governance and Environmental & Social QualityScore offerings.

PRI signatories commit to promoting acceptance and implementation of the Principles within the investment industry (Principle 4.). In March and September 2017, ISS hosted two webinars with the PRI to discuss emerging trends investors should consider in fulfilling client mandates and meeting their responsibilities as a PRI signatory.

08.2. Highlight whether there are any ways that your organisation would like to engage further with the PRI. [OPTIONAL]

We would like to continue to support the work the PRI does to engage with signatories, raise the awareness of the benefits of ESG integration, active ownership, transparency and reporting, to grow the industry.


SG 09. Actions taken to promote responsible investment

9.1. Indicate which of the following actions your organisation has taken to promote responsible investments during the reporting year, independently of collaborative initiatives.

9.2. Additional information. [OPTIONAL]

In 2017 ISS published a series of white papers publicly available at: https://www.issgovernance.com/governance-exchange/white-papers/

Further ISS-Ethix white papers are publicly available at:
https://www.issgovernance.com/esg/thought-leadership

ISS maintains an active presence speaking at conferences and other events in the Americas, Europe and Asia-Pacific. These events or webinars may be ISS-hosted or produced by a third-party.


SG 10. Long term trends

10.1. Indicate which of the following long-term trends are addressed in your product outputs.

10.2. Explain how this long-term trend affects your product outputs.

As investors seek to gain a better understanding of their exposure to climate-related risks, ISS-Ethix Climate Solutions provides data, analytics and advisory services to support financial market participants and governments to understand, measure, and act on climate-related risks and its impact on investments across all asset classes, see here: https://www.issgovernance.com/esg/climate-solutions/

By way of background, in June 2017, ISS-Ethix expanded its climate solutions offering by completing the acquisition of the investment climate data division of South Pole Group, which established the world’s largest database of company-level climate change data and pioneered the development of leading, standardized investment carbon screening tools.

 

10.2. Explain how this long-term trend affects your product outputs.

Environmental & Social QualityScore includes Natural Resources under its Environmental pillar. Questions related to a company’s practices related to water scarcity, biodiversity management critical habitats, forest conservation, and minimizing impacts on High Conservation Value (HCV) areas.

          Social equity
        

10.2. Explain how this long-term trend affects your product outputs.

Environmental & Social QualityScore includes Human Rights under its Social pillar. Questions related to a company’s practices on indigenous rights, right to water, human trafficking and slavery, economic inclusion, conflict minerals, and fair or living wages.

10.4. Additional information. [OPTIONAL]


SG 11. Interaction with asset owners (Not Applicable)


SG 12. Aligning approach with investor goals

12.1. Describe how you align your organisation’s philosophy on and approach to ESG/RI with investor goals.

Recognizing that no two clients are alike, ISS offers a range of services to meet client needs across the full spectrum of responsible investment and ESG solutions. ISS does not seek to impose a one- size-fits-all approach as previously discussed.

12.2. Additional information. [OPTIONAL]


SG 13. ESG recommendations not aligned with investor goals

13.1. Describe what steps you take, if any, when your ESG recommendations are not in line with investor goals.

13.2. Additional information. [OPTIONAL]


SG 14. Seeking feedback from clients

14.1. Indicate whether you seek feedback from clients on your RI/ESG services and product offerings

14.2. Describe how you use this feedback in your RI/ESG services and product offerings.

ISS seeks feedback from a diverse range of market participants through multiple channels. The processes for incorporating feedback for benchmark policy development and research approach, and ISS-Ethix ESG research approach are outlined below.

Benchmark Policy Development and Research Approach

ISS' market and regional benchmark voting policies are formulated through a robust process that takes advantage of ISS' own expertise and that of the broader governance community. ISS engages with institutional clients, the academic community, companies, and other industry experts worldwide to gather input on ISS' proxy voting policies and methodologies. The result is a set of proxy voting guidelines that often serve as an industry standard and best practice guide to corporate governance. ISS strives to ensure its policies are clear, balanced and well-reasoned.

Led by the ISS Global Policy Board, the bottoms-up approach to policy formulation and development ensures that ISS incorporates its own expertise combined with feedback from a diverse range of market participants through multiple channels:

  • Ongoing dialogue with and feedback from investor clients, and other participants in the capital markets, including companies, regulatory agencies and the academic community
  • Roundtable and other similar sessions with clients and relevant industry groups
  • An annual policy survey open to all interested parties, and designed to obtain a variety of input from institutional investors and companies, and from other stakeholder groups, to test policy development ideas and elicit feedback.

The ISS Global Policy Board uses all this input to consider draft policy updates on emerging governance issues each year. Before finalizing policy changes, ISS publishes draft updates for an open review and comment period. All comments received during the open comment period are considered and are also posted to the ISS website in order to provide the highest level of transparency into the market's feedback. Final policy guidelines for most markets are published in Q4 each year to apply to meetings held after February 1st of the following year. All of ISS' benchmark and specialty proxy voting policies are reviewed annually, taking into account evolving perspectives, best practices, and related legal and market-specific developments.

In addition, ISS provides an open mechanism for comment and input through its Feedback Review Board, which is accessible on the ISS website (www.issgovernance.com), and serves as an additional channel for any market participant to communicate with ISS regarding accuracy of research, accuracy of data, policy application and general fairness of ISS' policies, research, and vote recommendations.

Product feedback is gathered from ISS colleagues, clients and products through emails, telephone calls, individual meetings and at ISS-hosted events such as the autumn roundtables.

ISS-Ethix ESG Research Approach

ISS-Ethix also engages in a fact-finding dialogue with official and expert sources for additional clarification or documentation.

ISS has a global team of experts across the full range of governance, environmental, social, and sustainability issues of relevance to the financial market. The team participates in many best practice industry networks to keep abreast of and actively engage in market developments. Senior team members lead ISS-Ethix’s engagement with regulatory bodies globally, proponents of ESG shareholder proposals in key markets, and key stakeholders in local markets, such as NGOs, expert organizations and academia. This systematically feeds back to both the ongoing and annual review of research methodologies and overall product offering.

Methodology reviews are conducted annually, now by the Responsible Investment Methodology Review Board created in 2017, with input from cross-functional teams across the Responsible Investment Business and clients. The mission of the Board is to provide the clearest possible research methodology to all stakeholders and consumers of ISS‑Ethix products while ensuring leadership and alignment with global norms and market trends in the sustainable and responsible investing industry.

Additional reviews occur following significant events, including the following:

  • Normative developments (international law in particular) of relevance to ESG standards
  • Statements by authoritative sources, such as UN bodies, the International Labour Organization, and multi-stakeholder initiatives
  • Updates in local market regulations

Once reviewed by the Methodology Review Board, changes are communicated to clients, together with a timeline for their implementation. The update will usually occur in the first quarter of the year. 

 

14.4. Additional information. [OPTIONAL]


SG 15. Managing conflicts of interest

15.1. Indicate whether your organisation has a policy for managing potential conflicts of interest.

15.2. Describe how you manage potential conflicts of interest.

ISS has adopted a Policy Regarding Disclosure of Significant Relationships ("Disclosure Policy"). The purpose of this Disclosure Policy is to explain (a) ISS' framework for assessing whether a relationship with an issuer that is the subject of a proxy research report, or with a security holder proponent of a matter on ISS which is providing proxy research advice, is "significant"; and (b) the manner in which ISS will disclose any such significant relationships to the recipients of ISS' proxy research reports. As described in the Disclosure Policy, ISS is a service provider to both institutional investors and corporate issuers. The firm separates these activities into distinct business lines: ISS, which serves institutional investors and ISS Corporate Solutions, Inc. ("ICS"), a wholly owned subsidiary of ISS that is managed separately from ISS' institutional business, and distributes data, and analytical tools and other products, to corporate issuers.

The Disclosure Policy also addresses ISS' approach to disclosure of potential conflicts presented by relationships with clients that are themselves publicly traded issuers (for example, a publicly-traded institutional investor), and with clients that are proponents of a shareholder proposal. Clients are able to review these "significant relationships" within ProxyExchange.

In addition, all ISS employees are bound by and are required to adhere to ISS’ Regulatory Code of Ethics ("the Code"). On an annual basis, all employees are required to review and acknowledge their understanding of and adherence to the Code, which describes certain standards of conduct that the company's employees must follow. The Code, among other things, affirms ISS' relationship of trust with its clients and obligates ISS to carry out its duties solely in the best interest of clients and free from all compromising influences and loyalties. The Code devotes special attention to identifying, disclosing, and seeking to prevent potential conflicts of interest, including the potential conflicts between ISS' institutional proxy advisory services and the corporate services of ICS. The goal of the Code is to prevent conflicts wherever possible, and to manage and disclose those conflicts as necessary.

In addition, to address potential conflicts with its parent company, ISS has adopted a Policy on Potential Conflicts of Interest Related to Genstar Capital and its affiliated funds (the “Genstar Policy”). Among other things, the Genstar Policy provides that Genstar persons (defined as Genstar directors and certain others) may not participate in the formulation, development and application of ISS voting policies, and will not have access to any data relating to the portfolio, investment strategy or securities holdings of ISS clients.

15.3. Describe how you ensure that company employees do not derive any personal gain from the use of information collected during your work process.

ISS is a Registered Investment Adviser ("RIA") and as such is subject to the Advisers Act and the rules and regulations that the U.S. Securities and Exchange Commission ("SEC") has promulgated thereunder. ISS has a Regulatory Code of Ethics as part of its compliance program. The purpose of the Regulatory Code of Ethics is twofold: (1) to satisfy the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 ("Advisers Act") (2) to provide all employees, with detailed policies and procedures on business conduct. ISS adopted the Regulatory Code to ensure that employees are aware of requirements and policies with respect to treatment of confidential information, avoidance of conflicts and potential conflicts of interest, reporting of personal trading activity, limits on political contributions, requirements for creating and maintaining records, and other compliance obligations. More generally, the Code sets forth ISS' minimum requirements expectations regarding the conduct of all employees.

15.4. Additional information. [OPTIONAL]


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