Institutional Shareholder Services Inc. (“ISS) has released 2012 updates to its U.S., Canadian, European, and international benchmark proxy voting guidelines. ISS analysts will begin applying the updated policies to all publicly-traded companies with shareholder meetings on or after 1 February 2012. One of the most significant updates is ISS’ revised U.S. pay-for-performance policy which considers the relative alignment between the company's total shareholder return and the CEO’s total pay rank within a peer group, as measured over one and three years, as well as absolute alignment (the alignment between CEO pay and a company’s share return over the prior five years). If alignment appears weak, further in-depth analysis will determine if there are mitigating factors. Other key policy updates cover: (i) board responsiveness to earlier say-on-pay votes; (ii) proxy access; (iii) European equity compensation; and (iv) board independence in Japan.