Home » ISS Launches 2025 Policy Survey, Puts AI Governance and Incentive Transparency in the Spotlight

ISS Launches 2025 Policy Survey, Puts AI Governance and Incentive Transparency in the Spotlight

by Juris Review Contributor

Institutional Shareholder Services (ISS), one of the most influential voices in corporate governance, has opened its 2025 Global Benchmark Policy Survey, inviting companies, institutional investors, and other governance stakeholders to weigh in on some of the most urgent topics shaping today’s boardrooms. The survey will remain open through August 22, with results set to influence ISS’s voting policy updates for the 2026 proxy season.

Each year, ISS uses its benchmark survey to gather feedback on a range of governance concerns, many of which ultimately inform how the firm evaluates corporate boards, executive pay structures, shareholder rights, and other crucial issues. However, this year’s survey carries particular weight, given the rapid transformation of the corporate landscape due to technological advances and regulatory reforms.

At the center of the 2025 survey are two issues that are drawing increased scrutiny: the use of artificial intelligence within corporate operations and the transparency of executive incentive structures. For the first time, ISS is formally probing how companies govern the deployment of AI tools—asking whether organizations that rely heavily on AI should be expected to adhere to internationally recognized frameworks such as the OECD AI Principles or the U.S. National Institute of Standards and Technology (NIST) AI Risk Management Framework.

This development marks a notable evolution in governance focus. What was once primarily the domain of technologists is now squarely in the purview of corporate boards and legal teams. The question is no longer whether companies are using AI, but how they are governing it—especially as generative AI models become integral to decision-making, product development, and data handling. Institutional investors increasingly expect boards to provide oversight of these systems, with an eye toward ethical use, data privacy, and reputational risk.

Alongside AI, ISS is also spotlighting issues surrounding executive compensation, particularly the structure and fairness of long-term incentive plans. The survey includes questions about the use of time-based versus performance-based equity awards, the relevance of ESG metrics in compensation design, and how “say-on-pay” votes should reflect shareholder dissatisfaction. The attention on incentive transparency underscores a growing awareness among investors that poorly designed compensation plans can misalign executive behavior with long-term shareholder interests.

The survey’s timing coincides with a broader push from regulators to strengthen corporate disclosure and engagement practices. Updated guidance from the U.S. Securities and Exchange Commission (SEC) around shareholder engagement, board composition, and proxy disclosures have placed additional pressure on companies to proactively align with emerging expectations. Companies that respond thoughtfully to the ISS survey may find themselves better positioned to navigate these shifting standards—and to win the trust of institutional shareholders during annual meetings.

ISS is also inviting commentary on several other themes, including board overboarding (when directors serve on too many boards simultaneously), dual-class share structures, and ESG-linked risk oversight. These subjects reflect a growing consensus that robust governance must be comprehensive—covering not only financial disclosures but also reputational and technological risk management.

Participation in the survey is voluntary, but governance experts encourage corporate legal teams and board members to view it as a strategic engagement opportunity. Feedback submitted to ISS doesn’t merely disappear into a policy black box—it helps shape the firm’s public comment periods, roundtables, and ultimately, the proxy voting guidelines that drive institutional investor decisions in board elections, mergers, and executive pay votes.

For investors, the ISS survey serves as an early signal of which issues are gaining momentum. The outcomes often influence shareholder proposal trends and help define the standards by which governance quality is measured across public companies. As capital allocators become increasingly sensitive to environmental, social, and governance (ESG) concerns—particularly those linked to technological ethics—this year’s results are likely to have a significant ripple effect.

Ultimately, the 2025 ISS survey represents more than a procedural review. It’s a window into how modern governance is evolving, and a rare chance for companies to help shape the frameworks by which they’ll soon be judged. With AI transforming operations and compensation strategies under the microscope, the stakes for participation have never been higher.

Read Also: https://jurisreview.com/rising-star-in-corporate-law-a-spotlight-on-marissa-turners-trailblazing-career/

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