Glass Lewis has just released its updated policy guidelines for the United States, Canada, the United Kingdom, Asia and shareholder initiatives. Given regulatory changes and the evolution of market best practice, some of our guidelines have changed. In our U.S. guidelines, we have summarized the SEC requirements for compensation committee member independence and compensation consultant independence, and how these new rules may affect our evaluation of compensation committee members. These requirements were mandated by Section 952 of the Dodd-Frank Act and formally adopted by the NYSE and NASDAQ in 2013. Companies listed on these exchanges are required to comply with the new rules by the earlier of their first annual meeting after January 15, 2014, or October 31, 2014. We have also provided a general discussion of our views and codified our policies regarding shareholder initiatives concerning the hedging and pledging of shares owned by executives. Additionally, our 2014 guidelines have updated policies regarding majority-approved shareholder proposals and the adoption of short-term poison pills (those with a term of one year or less), and have clarified our approach to dual-listed companies, which may seek shareholder approval of proposals in accordance with varying exchange- and country-specific rules.

Glass Lewis’ updated Canadian policy guidelines now reflect our enhanced analysis of the link between pay and performance; during the 2014 proxy season, we will use Glass Lewis’ proprietary pay-for-performance model to evaluate the link between pay and performance of the top five executives at Canadian companies. Using a school letter-grade system, we will grade companies from A-F according to their pay-for-performance linkage. These grades will guide our evaluation of compensation committee effectiveness, as well as our voting recommendations on say-on-pay proposals.

Our 2014 UK policy guidelines have been updated to reflect the new voting and disclosure regime for executive pay following implementation of the Enterprise and Regulatory Reform Bill, and revisions to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations. In addition, we have updated sections outlining the roles of the audit and nomination committee to reflect increased reporting requirements and an expanded brief resulting from changes to the UK Corporate Governance Code.

In 2014 we have updated our Asian guidelines to reflect that, when evaluating director meeting attendance for all Asian markets, we will recognize a director’s participation via telecommunication devices for up to 50% of the applicable meetings. Additionally, in 2014, we will no longer support share option plans at Japanese companies if the proposed plans allow the participation of outside directors and/or statutory auditors as eligible grantees at an exercise price of ¥1. With regard to non-compete restrictions of Taiwanese companies, we will recommend exempting representative directors from such restrictions when they represent the same legal entity on other boards or if they are employed by subsidiaries of such an entity. In addition, given the importance of availability of audited financial statements, we will recommend voting against audit committee chair of a Korean company if the company fails to disclose audited financial statements in meeting circulars.

For a more thorough discussion of these updates, please download our 2014 policy guidelines using one of the following two options:

Download The Guidelines: For clients with access to, First log in using your credentials, and then click here to access the reports.

Request Report from your Client Services Manager: For those who exclusively use our ViewPoint voting platform, email your Client Services Manager to request the guidelines.