The influence of the proxy advisor on Spanish companies' meetings is losing momentum

In 2026, ISS reduced its negative recommendations in the Ibex35 (from 54 to 44) and increased them in the Continuous Market (from 66 to 87). Glass Lewis remained less restrictive. However, the opposition to directors grew more than the negative recommendations because investors are increasingly applying their own criteria.

For years, a recommendation against a proxy advisor could derail the appointment of a director or the remuneration plan of a Spanish company. In fact, the voting in the meetings has been dominated by the two giants, who control almost the entire market, ISS and Glass Lewis. But this dynamic has changed. This is one of the most significant conclusions of the sixteenth edition of the guide ‘Corporate Governance and Institutional Investors’, the manual used by almost all listed Spanish companies to prepare their meetings, which Georgeson and Cuatrecasas presented on 5 and 10 November in Madrid and Barcelona.

Based on the analysis of the meetings of the Ibex 35 and the Top 40 of the Continuous Market in the 2026 season, the study anticipates that this trend of reduced influence of the proxy advisor will also have implications for the 2027 season. One of the clearest examples occurs in the opposition to directors, which clearly increased in 2026. 

Appointment or re-election proposals with more than 10% of votes against rose in 2026 from 8% to 12% in the Ibex-35 and from 11% to 21% in the Top 40. The most penalised were the proprietary directors, the “other externals” and the non-independent members of the audit and remuneration committees. However, the negative recommendations from ISS for those same directors did not increase in the same proportion. This gap indicates that it is now more common for investors to vote against what the proxy advisor recommends, to use the ISS report as a starting point, but to apply their own policy.

For this reason, the guide insists that 2027 will be the season of fragmented voting: there will not be a single "market vote", but many different votes. In 2026, the vote of punishment against specific directors responsible for issues that have not been corrected increased, and this trend will continue to grow in 2027. Carlos Sáez Gallego, head of Georgeson in Spain, calls it individual accountability.

Also in remuneration matters, the loss of influence of ISS or Glass Lewis was noticeable in 2026. According to the study, in the meetings of the Ibex-35, 32% of remuneration proposals exceeded 10% of votes against, the threshold that marks a real problem. Investors use that vote against as a first warning before punishing the chairman of the remuneration committee the following year if the company does not correct what has been pointed out to them.

Stable participation and advances in parity were also decisive in the functioning of the meetings in the 2026 season, and will continue to be a challenge for those of the coming year. Thus, the Ibex 35 achieved an average quorum of 74.39%, the highest in the last five years, while in the Top 40 of the Continuous Market it slightly decreased to 70.40%. In both cases, very high levels of participation for an increasingly professionalised vote. 

Furthermore, in the boards of the Ibex 35, there are 43% women and 40% in the Top 40, which places the average at the target of the Parity Law, but the full picture is more unequal: there are still 4 companies in the Ibex 35 and 16 in the Continuous Market that do not reach 40% parity.

 

Julia Pastor
She has extensive experience in writing at Consejeros. Previously, she worked for the financial news agency GBA and collaborated with El País Business. She holds a degree in English from the Complutense University of Madrid and has a master's in Financial Journalism.

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