Proxy Advisory and Governance Editing and Proofreading Services
Everything a proxy advisory firm publishes is written argument, produced to a deadline, about companies that will object. A recommendation to vote against a say-on-pay resolution or against a director's re-election is read by the board it criticizes, by the institutional investors who may follow it, and by commentators who question whether an advisory firm should carry this much influence. The only defense available is that the reasoning was transparent, applied consistently, and grounded in a published policy. All three are properties of the writing rather than of the analysis behind it.
The documents we edit for Proxy Advisory and Governance
Voting policies and annual policy updates, proxy research reports and vote recommendations, compensation analyses and pay-for-performance assessments, board composition and independence assessments, and contested meeting and activist campaign analyses will all be read by the people they criticize, and the work reaches us first. It also covers engagement reports and stewardship disclosures, issuer response and rebuttal documents, corporate governance codes and comply-or-explain guidance, corporate secretarial material such as notices of meeting and explanatory notes, board effectiveness reviews, and institutional investors' own voting guidelines and stewardship reports. Our editors check that a recommendation traces visibly to a published policy provision, and that criticism is stated as analysis rather than as characterization.
What the editing involves
The recommendation rationale is where this work is judged. A report advising a vote against the compensation report because pay outcomes were "not sufficiently aligned with performance" invites the company to reply that the firm applied a standard it never published. The company is often right, and the sentence does the damage on its own: an adjective stands where a threshold belongs.
A rationale that holds up names the provision first and the numbers second. Policy section 4.2 may state that awards should not vest in full where three-year total shareholder return sits below the peer group median. The analysis then shows that return reached the 31st percentile, that the annual bonus paid at 94 percent of maximum, and that the adjusted earnings measure behind that figure excluded a $310 million impairment. A reader can check each step against the policy, and a board is left arguing about the numbers rather than about the firm's motives.
The company's own explanation should be summarized fairly before it is answered, in its own terms rather than in a form that is easy to dismiss. Any departure from the policy's default position needs flagging with its reason, because an unexplained exception is the best evidence an issuer can have that the policy is applied loosely. We also make the report say what would have changed the recommendation, and a line reading "vesting reduced in proportion to the shortfall against median would have produced a recommendation to support" gives an issuer something to act on. That sentence is the most useful one an issuer will read, and it is the strongest evidence that the assessment was principled rather than ideological.
Confidentiality and the limits of our role
Everything you send us is treated in strict confidence, including draft recommendations, engagement records, and pre-publication research. We are editors, not governance or legal advisors, and we offer no view on any recommendation; the analysis remains yours. What we can do is make the reasoning explicit, the tone measured, and the policy application visible on the page.
Key Proxy Advisory and Governance vocabulary
- Proxy advisor
- Voting policy
- Vote recommendation
- Comply or explain
- Corporate governance code
- Board independence
- Non-executive director
- Senior independent director
- Board tenure
- Overboarding
- Nomination committee
- Board skills matrix
- Succession planning
- Remuneration policy vote
- Remuneration report vote
- Pay for performance alignment
- Chief executive pay ratio
- Long-term incentive plan
- Performance condition
- Discretion exercised by the committee
- Malus and clawback
- Post-employment shareholding requirement
- Say on climate
- Shareholder resolution
- Requisitioned resolution
- Contested election
- Proxy contest
- Withhold and against vote
- Broker non-vote
- Quorum and poll
- Stewardship code
- Engagement and escalation
- Voting disclosure
- Issuer rebuttal
- Board effectiveness review
Proxy Advisory and Governance Word Challenge
Even seasoned pros miss these — give it a shot.
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