ISS review: WSIB’s delegated managers vote in line with governance practices amid shifting SEC rules

ISS provided an annual assessment of proxy votes cast by WSIB’s external managers for the 12‑month period July 2024–June 2025. ISS found managers generally made informed voting decisions aligned with their investment philosophies and the ISS benchmark, while variation across managers reflected differing strategies and geographies.

Fazil Michael of ISS walked trustees through the methodology and five focus areas (board quality, compensation, economic proposals, shareholder‑rights items, and environmental issues). ISS concluded that managers are scrutinizing issues carefully and that divergence from management recommendations is often consistent with manager investment approaches, particularly in emerging markets where family ownership and governance structures differ from U.S. norms.

ISS and WSIB staff also discussed global stewardship trends: Europe is pursuing market‑competitiveness reforms that affect compensation benchmarking; Asia shows rapidly evolving and divergent reforms; and the U.S. proxy landscape is changing after recent SEC guidance, with fewer environmental and social proposals clearing procedural hurdles to reach ballots.

WSIB public‑equity staff said they will continue to use the ISS analysis in manager due diligence and follow up with managers where voting patterns warrant further discussion.