NACD Comment Letter to the ISS Regarding Its 2012 Policy Proposals

NACD has commented on ISS' recent policy proposal regarding a board's response to majority-supported shareholder proposals. NACD has three concerns with the policy proposal. In short, we observe that this policy change may (1) interfere with a director’s fiduciary duties, (2) not accurately reflect shareholder opinion, and (3) not clearly define the phrase “act on.”