Those involved in proxy voting take note: Here's your last chance to weigh in on Institutional Shareholder Services' voting policies for the upcoming proxy season.

ISS has opened the annual public comment period on its 2011 draft proxy voting policies to gather input from institutional investors, corporate issuers, and others on its policy updates. The comment period, which runs through Nov. 11, solicits feedback on updates to ISS proxy voting policy guidelines in 10 areas.

ISS is seeking comment on updates to its U.S. policies addressing management say on pay frequency proposals, vote on golden parachute proposals, independent chair shareholder proposals, director attendance, and proposals seeking to increase authorized capital. Details and information on submitting comments are available through ISS's Policy Gateway.

Advisory SOP and golden parachutes votes are mandated for all public companies under the Dodd-Frank Act. Securities and Exchange Commission rule proposals related to those issues are out for comment until Nov. 18.

ISS says it will adopt a new policy to vote in favor of companies providing for annual MSOP proposals, but notes that the specifics are difficult to anticipate since the SEC hasn't yet issued final rulemaking. If there are situations where the company offers a menu of options, ISS expects to recommend for the annual vote. If there are situation where a company offers only the option of a biannual or triennial vote, ISS expects to recommend against it. ISS is asking for comment on whether annual MSOP votes provide the most effective format, or whether there are circumstances where a different format may be appropriate. In instances where shareholders vote in favor of annual MSOPs but the company adopts another schedule, ISS is seeking comment on whether that should be a consideration in evaluating the MSOP.

ISS plans to adopt a new policy to vote on a case -by-case on proposals to approve the company's golden parachute pay, consistent with its policies on problematic pay practices related to severance packages. Some features that may lead to a recommendation against include recently adopted or amended agreements that include excise tax gross-up provisions; recently adopted or amended agreements that include modified single trigger agreements; single trigger payments immediately upon a change in control, despite failure to achieve performance measures; single-trigger vesting of equity based on a CIC definition that only requires shareholder approval of the transaction (not consummation) and potentially excessive severance payments, among others.

ISS is seeking comment on whether those factors are appropriate, whether the potential for disparate recommendations (e.g., for a transaction, but against on the non-binding vote on the parachute payments) raises any concerns, and whether the total cost of severance payments should serve as a primary or secondary consideration in the evaluation of the say-on-golden parachute proposal.

ISS plans to release its final 2011 U.S. and international policy updates in late-November and its Global Policy Summary and Concise Guidelines in late-December.

ISS has also posted the results of its annual policy survey. Not surprisingly, in North America, both issuers (65 percent) and investors (60 percent) cited executive compensation as their No. 1 governance topic.

Meanwhile, across all regions, investors identified board independence, board competence and risk oversight as the most important governance topics. For issuers, risk oversight was the most commonly cited topic of importance across all regions, with the exception of executive compensation in North America. Audit-related practices and board competence were also mentioned as key issues by most issuers.

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