Institutional shareholder services' proxy voting guidelines and ROE management

Abstract

AbstractWe examine the impact of the Institutional Shareholder Services (ISS) proxy voting guidelines on managers' opportunistic reporting behaviours. In February 2015, the ISS introduced a new advisory policy based on firms' return on equity (ROE) and started to issue negative recommendations for top executive election in firms whose past average and most recent ROE are lower than 5%. We find that managers are more likely to achieve the 5% ROE after implementing the policy, and they do so by discretionary activities. Our findings imply that accounting‐based guidelines issued by a proxy voting advisor can generate managers' incentives for opportunistic reporting.