ISS Issues FAQs on the New Global Industry Classification Standard (GICS) Code 5020 | Practical Law

ISS Issues FAQs on the New Global Industry Classification Standard (GICS) Code 5020 | Practical Law

On September 20, 2018, Institutional Shareholder Services Inc. (ISS) issued frequently asked questions (FAQs) on Code 5020, "Media & Entertainment," which is the new grouping to the Global Industry Classification Standard (GICS) system maintained by the S&P Dow Jones Indices and MSCI, Inc. The ISS FAQs discuss how the new GICS classification will impact ISS analyses, including the evaluation of equity compensation plans and director compensation.

ISS Issues FAQs on the New Global Industry Classification Standard (GICS) Code 5020

Practical Law Legal Update w-016-7533 (Approx. 5 pages)

ISS Issues FAQs on the New Global Industry Classification Standard (GICS) Code 5020

by Practical Law Employee Benefits & Executive Compensation
Published on 25 Sep 2018USA (National/Federal)
On September 20, 2018, Institutional Shareholder Services Inc. (ISS) issued frequently asked questions (FAQs) on Code 5020, "Media & Entertainment," which is the new grouping to the Global Industry Classification Standard (GICS) system maintained by the S&P Dow Jones Indices and MSCI, Inc. The ISS FAQs discuss how the new GICS classification will impact ISS analyses, including the evaluation of equity compensation plans and director compensation.
On September 20, 2018, Institutional Shareholder Services Inc. (ISS) issued frequently asked questions (FAQs) on Code 5020, "Media & Entertainment," which is a new grouping in the Global Industry Classification Standard (GICS) system maintained by the S&P Dow Jones Indices and MSCI, Inc. On September 28, 2018, the S&P Dow Jones Indices and MSCI, Inc. will introduce GICS Code 5020 and make related changes to the GICS system, including:
  • Renaming the top-level GICS 50 industry.
  • Eliminating GICS Code 2540 ("Media").
  • Creating six- and eight-digit classifications within GICS Code 5020.
The ISS FAQs discuss how the new GICS classification will impact ISS analyses, including the evaluation of equity compensation plans and director compensation, as well as the effective date of the changes.

Procedural Questions

Certain ISS policies, procedures, and products rely on GICS classifications, including:
  • Executive compensation peer group formation.
  • Equity compensation plan evaluation.
  • Environmental & Social QualityScore.

Equity Compensation

The first FAQ discusses how GICS Code 5020 will affect the evaluation of equity compensation plans under ISS's US Equity Plan Scorecard. ISS will immediately establish new burn rate thresholds for the companies in GICS Code 5020, which will be:
ISS also has performed new regressions for the SVT benchmarks for the companies in GICS Code 5020. The SVT benchmarks are effective for shareholder meetings starting December 1, 2018. For shareholder meetings before December 1, each company's SVT benchmarks will be calculated based on its legacy GICS.
The first FAQ explains how ISS burn rates of other GICS Codes will be affected, as well. The burn rate of GICS Code 4510 will not be updated on December 1, 2018, but will be updated as part of ISS's annual burn rate calculations in December 2018. As of December 1, 2018, ISS will no longer use GICS Code 2540 for equity compensation plan evaluation in the US. The burn rate change will affect all companies covered by GICS Code 50 and will have a substantially greater benchmark than the legacy GICS 50 benchmark.

Peer Groups

An FAQ explains that ISS has updated the peer groups used for companies with annual meetings starting September 15, 2018, to reflect the updated GICS classifications, including the new GICS code. All subsequent peer group construction cycles will reflect the updated GICS groupings.

Director Compensation

Another FAQ discusses the impact of the new GICS code on ISS's evaluation of director compensation. Director compensation will continue to be evaluated based on comparators in each company's legacy GICS code until meetings starting February 1, 2019, when it will be evaluated based on the company's newly assigned GICS code. To learn more about director compensation, see Director Compensation Toolkit.

Environmental & Social QualityScore

ISS devotes an FAQ to companies that are both covered by GICS Code 5020 and ISS's Environmental & Social QualityScore (which measures the quality of corporate disclosures on environmental and social issues, including sustainability governance, and identifies key disclosure omissions). Certain companies will move from their current GICS codes to Code 5020 and will be given a QualityScore based on fewer factors than before. After these changes occur, companies will be able to log in to the E&S QualityScore Data Verification page to review scores and submit changes.

GICS Code 5020 and ISS Policies

GICS Code 5020 will affect ISS policies that examine companies' TSR performance relative to their industries, such as the director performance evaluation policy. An FAQ explains ISS will update the GICS groupings used in determining median one-year, three-year, and five-year TSRs in each GICS industry group starting September 30, 2018. The updated GICS groupings with accompanying TSRs will be available on the ISS website.

GICS Code 5020 and Governance QualityScore

The last FAQ announces that Question 130 in Governance QualityScore, which examines each covered company's burn rate relative to its industry group, will be updated in the annual Governance QualityScore methodology update (typically released in December), to reflect the new GICS structure with updated burn rate thresholds. To learn more about the ISS Governance QualityScore, see Practice Note, Drafting an Equity Incentive Plan for a Public Company: Preparing for Proxy Advisor Engagement: Evaluating Corpoate Governance: ISS: ISS Governance QualityScore Overview.

Practical Implications

Public companies and their counsel should be aware of this guidance and the insights it provides on how ISS prepares proxy analyses and vote recommendations for US companies, particularly its evaluation of equity compensation plans. However, the FAQs are high-level guidance and are not a guarantee of how ISS's Global Research Department will apply its benchmark policy in any particular situation.