03/10/2011 02:00:00 AM EST
Directors Told to Engage ISS and Institutional Investors During Say on Pay Proxy Season

One of the biggest targets going into the 2011 proxy
season - the year of Say on Pay - is not those in the C-suite, the boardroom or
activist investors. It's the proxy advisory firms, namely Institutional
Shareholder Services (ISS) and Glass Lewis. And that's before the first full
wave of annual general meetings has taken place.
So, with a target on the back of the proxy advisory
firms, what are directors of the companies those firms will recommend votes for
supposed to do?
One independent compensation consultant has some advice
for boards.
"There are two things compensation committees should do:
talk with ISS," Russell Miller, managing director and partner with ClearBridge,
told me today. "Build a dialogue with them. You could have a third party help,
but that's not necessary.
But many directors say that is easier said than done.
Read the rest of this article on the Corporate Governance
Blog, a blog by Gary Larkin
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