Corporate governance – ISS proxy voting guidelines for 2026

Institutional Shareholder Services (ISS) has published the changes to its global benchmark voting guidelines (its proxy voting guidelines) for 2026, along with an executive summary of the changes to all of its global guidelines.

For the UK, the changes include:

• Virtual-only meetings – The policy acknowledges that investors are concerned about efforts to completely eliminate physical or in-person meetings. The changes seek to clarify what format and arrangements the ISS views as meeting its standards for physical or in-person meetings. The policy already made clear that, whilst the ISS is supportive of the use of hybrid meetings, it does not support virtual-only meetings.
• Relationship agreements – The policy has been updated to reflect the removal of the requirement in the UK Listing Rules (UKLRs) to have a relationship agreement in place with a controlling shareholder, noting the expectation that companies should still disclose how they ensure management independence in those circumstances.
• Good leaver treatment – Where companies treat leavers as “good leavers” for the purposes of exit payments, this treatment should only be extended to genuine good leavers. The changes therefore require companies to provide justification for their treatment of leavers.

The updated guidelines will apply to voting at shareholder meetings taking place on or after 1 February 2026.