Glass Lewis has published its 2024 Benchmark Policy Guidelines for Ireland.  These guidelines are intended to supplement Glass Lewis’ United Kingdom Benchmark Policy Guidelines by highlighting the key policies that apply specifically to companies listed in Ireland.

Gender Diversity

Glass Lewis updated the Guidelines for 2024 to note that it will generally recommend against the chair of the nominating committee at any ISEQ 20 board that has failed to meet the 33% board gender diversity target set out by the Balance for Better Business review and has failed to provide clear and compelling disclosure for why it has been unable to do so.  In line with its UK and Continental Europe Benchmark Policy Guidelines, Glass Lewis continues to expect the boards of all companies listed on Euronext Dublin and Euronext Growth Dublin to contain at least one gender diverse director.  In addition, Glass Lewis may consider recommending against the chair of the nominating committee of listed companies (outside the ISEQ 20) where they fail to demonstrate sufficient progress towards a 25% board gender diversity target.

Limited exceptions to this policy include:

• where a board consists of four or fewer directors;
• where a company discloses a credible plan to address the gender imbalance on the board within a near-term and defined timeframe (e.g., by the time of the next annual meeting or scheduled board election);
• where a company otherwise demonstrates its commitment to diversity through an exceptionally diverse board or through the composition of, or disclosed succession plans for, its executive committee; and/or
• in other exceptional and company-specific cases (e.g., recent uplisting, unexpected director resignation etc.).

Director Classification and Accounts & Records

Other updates include clarifying amendments to existing policies regarding director “independence” and that, on a case-by-case basis, Glass Lewis may recommend that shareholders vote against proposals to approve or acknowledge a company’s accounts and reports in instances where the statutory auditor did not provide an unqualified opinion on the financial statements.

Glass Lewis also published its 2024 Benchmark Policy Guidelines for the US.