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Commencing on 1 April 2015 the PRI Association is governed by the PRI Association Board (the Board) as set out in the Articles of Association of PRI Association. The Board is collectively responsible for the long-term success of the PRI Initiative and in particular for establishing the PRI’s mission, vision and values; setting the strategy, risk appetite and structure; delegating the implementation of the strategy to the PRI Association Executive (the Executive); monitoring the Executive’s performance against the strategy; exercising accountability to signatories and being responsible to relevant stakeholders.
The Board is composed of: one independent Chair, confirmed by a signatory vote; and ten Directors*, seven elected by asset owner signatories, two by investment manager signatories and one by service provider signatories. The Chair and all elected Directors are the Statutory Members of the Company. There are two Permanent UN Advisors to the Board, representatives from the PRI’s founding UN partners: UN Global Compact and UNEP Finance Initiative. A number of committees have been formed to facilitate the workings of the Board (see Committees).
Rules, Policies and Terms of Reference
These documents, referred to in the Articles, enshrine the procedures and practicalities required to give effect to each
Article in more detail. The Board approved the following Rules, Policies and Terms of Reference in June 2015, following signatory consultation:
- Signatory Rules
- Election Rules
- Procurement Policy
- Code of Ethics
- Diversity Policy
- Signatory General Meeting Rules
- Directors’ Terms of Reference
- Chair’s Terms of Reference
- Managing Director’s Terms of Reference
By the close of voting on 30 January 2015 an overwhelming majority of voting PRI signatories approved the new PRI Board structure and Articles of Association of PRI Association. The vote followed an 18-month independent governance review, which included extensive signatory consultation, paving the way for a simpler, more transparent and accountable governance structure that came into effect on 1 April 2015. Below is a brief summary of the review process.
Review timeline and key documents
September – December 2013: Announcement of the governance review
Decision to carry out a formal review of the PRI’s governance structure and processes announced at the September 2013 Signatory General Meeting (SGM). PRI governance review – draft scope for consultation released to signatories for comment by end of February 2014.
July – August 2014: PRI governance review consultation
Signatories were consulted on the ten initial recommendations for change from the independent consultant, in the PRI Governance Review, plus the accompanying Advisory Council Chair cover note, reflections from the PRI on the initial recommendations. The Recommendations Following Consultation Feedback report set out the aims of the governance review; the consultation participation; a summary of the feedback received; and the final independent recommendations.
September 2014: Proposed PRI governance structure
At the 2014 SGM in Montreal on 24 September the PRI Chair outlined the proposed changes to the PRI governance structure, detailed in the Advisory Council Chair Cover Note – Proposed PRI Governance Structure.
January 2015: Signatory vote
The PRI invited all signatories to review the revised Articles and the accompanying Advisory Council Chair Cover Note, a high level key to the transcription of the 10 recommendations in advance of the vote.
*On the date of the adoption of the new Articles, the former PRI Advisory Council representatives became Directors on the new PRI Board and will serve the remainder of their original elected term. Under this scenario, the new PRI Board will achieve its targeted composition in January 2017.