The following candidates will stand for election:
Candidate statements can be viewed by clicking on candidate names.
Open investment manager position (1 position, 4 candidates):
- Open asset owner position: Mark Chaloner, Assistant Director (Investments), West Midlands Pension Fund
- Open asset owner position: Priya Mathur, Vice President, Board of Administration, CalPERS
- South America asset owner position: Marcel Barros, Executive Director of Benefits, PREVI
- Africa / Middle East asset owner position: Renosi Mokate, Chairperson of the Board of Trustees, GEPF
- Emerging markets investment manager position: Luciane Ribeiro, CEO, Santander Brazil AM
- Asia asset owner position
NOTE: Voting instructions and candidate packs will be forwarded to the main contact at all signatory organisations in the week commencing 29 September 2014. Voting will close on 19 November and the results will be announced in the week commencing 24 November.
Do you have a question for the 2014 pool of candidates? Write to email@example.com by 1st of November and see the responses on the PRI website.
Could the candidates share their view on the proposals coming out of the PRI governance review?
Reply Mark Chaloner, Assistant Director (Investments), West Midlands Pension Fund
My stakeholder engagement experience at the Church and in a large pension fund has resulted in an appreciation of different points of view, how to manage/ handle those differences and ultimately the importance of compromise. With that perspective in mind, I feel that – on balance – the PRI has addressed the majority of the concerns that have been raised by signatories over the past years, and more recently by the Danish funds. I have also appreciated the robust due diligence process that has led to their final proposals.
More specifically, I note the following elements of the proposals which I believe will add value for signatories moving forward:
- Reduced complexity of governance structures, including the single governing body which continues to be asset-owner led, and fewer committees.
- Introducing other elements of diversity to the Council other than regional differences. I particularly welcome the initiation of a specific search process in relation to particular skills or diversity gaps on the Board and hope that the PRI will consider “diversity of RI approaches” reflecting different stages of the RI journey.
- The independent chair; with the caveat that the person have the requisite RI experience to challenge the Council, as you would want for a Board Chair of an investee company;
- Increased mechanisms to enhance board effectiveness such as clearer lines of accountability, Council evaluations, and meeting attendance; and finally perhaps most importantly
- Increased signatory involvement in shaping the future strategy of the PRI. While we at West Midlands Pension Fund had recommended that that signatories were given more control over fee increases in the consultation phase, the PRI has suggested a reasonable compromise in their proposals.
Reply Priya Mathur, Vice President, Board of Administration, CalPERS
Response not received.
Reply Geeta Aiyer, President and Founder, Boston Common Asset Management
I commend all the hard work that the PRI has put into this extensive governance review and believe that, in general, the proposed reforms provide a solid foundation for the governance of the initiative in the coming years. I do however have a few points that I believe are important to highlight about the current recommendations:
- I applaud the recommendation to appoint an Independent Chair but believe that the PRI (and its signatories) must give the Chair some guidance to help steward the organization. A charter drafted with stakeholder input would provide the Chair and Board with a more defined framework for how to carry out their duties.
- I am pleased with the recommendation for PRI to, “aspire to maintain geographic, gender and cultural diversity” but believe that more detail is required around how this aspiration will be fulfilled. This is far too important a principle to be decided later, and more insight into the process for achieving this goal should be included in the final recommendations.
- I believe that the specific terms of reference and role of the new PRI Board needs to be spelled out further. I suggest that their role should be to:
- Implement a stakeholder engagement process which would identify the concerns and requirements of signatories and other key stakeholders.
- Monitor and report publicly on the application of PRI’s mission, vision and values. Including where possible to directly relate PRI activities to KPIs required or requested by PRI signatories and other relevant stakeholders; and
- Provide responsible and transparent stewardship of the Initiative’s finances and how income is spent.
Reply Tim Creed, Managing Director, Adveq Management AG
Response not received.
Reply Julia Prescot, Chief Strategy Officer, Meridiam
The PRI governance review provided an excellent opportunity to engage with signatories, allowing existing strengths to be applauded and weaknesses pinpointed. I believe that the governance review has been successful; I particularly support the proposal that the new PRI governance structure incorporates a single Board. This will allow for greater focus on clarity of purpose, more clearly defined control and closer engagement with signatories, all of which will enable the PRI to fulfil its Mission.
I also support strengthened and enhanced signatory rights. I feel that within the current proposition there is now sufficient delegation to the Board balanced by the retention by the signatories of key decision making powers. This balance will lead to enhanced trust between Board members and signatories that will be a vital element of the PRI’s success.
Introducing a single board of directors with fiduciary duties and an independent Chair will streamline the decision making process and enhance accountability. If elected, I will be determined to attend every in-person Board meeting to participate in and support regular formal Board reviews. Under the new structure, I will be conscious of my responsibility as a director, working to represent the best interests of all the signatories. At the same time, I will also take a particular interest in matters relating to asset managers. Recognizing that the majority of Board directors will have been supported by asset owners, I will strive to make sure that the asset manager voice is heard.
As someone who is passionate about diversity and equal representation, I am excited that the new governance structure will continue to enhance the geographic, gender and cultural diversity of the Board. Given the universal importance of the PRI, I am adamant that diversity of opinions and voices will contribute to its success.
Reply Philippe Zaouati, CEO, Mirova
I have welcomed the PRI’s governance review and I found the recommendations by the PRI Advisory Council to genuinely attempt to answer to members’ concerns, with enough detail and transparency to allow us to understand the reasoning behind each of their suggestions. As such, I have been generally satisfied with the process and form the PRI has interacted with members on the matter.
I generally agree with the Advisory Council’s recommendations, but believe there are still some key items where further improvements are needed. I am strong supporter of a simpler governance system with only one governing body made up of members (majority of asset owners) which have legal and fiduciary responsibility (further clarity is needed) and are diverse, including geographically. I do, however, strongly encourage board members roles and responsibilities, including minimum expectations and conditions and process for removal, to be established in the PRI regulations, with any significant changed to be submitted to signatories’ vote. Greater details are also needed on the process to establish or dissolve a committee, as well as which powers are delegated from the governing body and transparency on the selection of its members.
I have welcomed the Board recent efforts on greater and more transparent communication with members, and encourage that to continue and lines of communication to be strengthened and more widely publicized. A clear process to escalate concerns (outside of General Meeting period) should also be established and made public.
Finally, I understand the reasons for the Council suggestion on the Chair’s nomination, but insist that, more globally, greater transparency is needed in the procedure and process, as well as clarity on the role of the Chair, within, but also outside of the PRI boardroom
2014 PRI Advisory Council Election Candidates
This year there are seven positions on the Advisory Council up for nomination. Asset owner positions
- 1 Africa / Middle East reserved asset owner position
- 1 Asia reserved asset owner position
- 1 Latin America reserved asset owner position
- 1 open asset owner position
- 1 open asset owner position
Non-asset owner positions
- 1 investment manager non-asset owner reserved position
- 1 investment manager from an emerging market reserved non-asset owner position
|16 June 2014||Publication of election notice and invitation to nominate.|
|22 August 2014||Final day for nominations.|
|12 September 2014||Candidates notified of their eligibility.|
|24 September 2014||Announcement of the election candidates at the Signatory General Meeting in Montréal.|
|29 September 2014||Launch of the election.|
|19 November 2014||Election closes.|
|24 November 2014||Public announcement of the election results.|
There have been several changes to the election timetable in 2014. To drive more interest in the election the candidates will be announced at the Signatory General Meeting, with an opportunity for signatories to meet the candidates that attend PRI in Person. The timetable has been extended to allow more time for nominations and more time for voting. Elected representatives will officially start their terms in January 2015, with the first in person meeting in March 2015, allowing for a thorough induction process for newly elected representatives and a handover of duties from outgoing Advisory Council representatives.
PRI Advisory Council
The Advisory Council provides the ultimate oversight of the direction of the PRI Initiative and empowers the PRI Association board of directors to provide fiduciary and legal oversight and the Secretariat to implement the PRI Initiative.
The Advisory Council has 16 representatives:
- 9 asset owner representatives – including a minimum of one each from Asia, Africa / Middle East, Europe, Latin America, North America and Oceania and three open positions;
- 4 non-asset owner representatives – including one service provider, two investment managers and one emerging market representative from either an investment manager or service provider*;
- 2 UN representatives – the Executive Directors of the UNEP and the UN Global Compact appointed ex-officio; and
- 1 Advisory Council Chair appointed by the elected Advisory Council representatives.
The Advisory Council is structured to ensure that asset owners predominate in guiding the PRI’s long-term direction; there is a geographical spread of representation to support the PRI’s global aspirations; the link with the UN is maintained at the highest level; and Advisory Council representatives, coming from a large number of jurisdictions and circumstances should be able to take up their role without fiduciary and other legal complications.
An elected Advisory Council representative has that membership as a result of being nominated by a Signatory but has a responsibility to fulfil his or her duties as an individual, and in the best interests of the Initiative as a whole. Representatives serve for terms of three years, are expected to attend three in person meetings per year, one of which is always alongside PRI in Person, and serve on one or more committees as required. Elected Advisory Council representatives are asked to sign an Asset Owner Letter of Appointment or Non-Asset Owner Letter of Appointment, which sets out in more detail the respective roles, responsibilities and obligations.
As a signatory-based organisation, signatories are encouraged to participate actively in all areas of PRI governance. Nominating to join the Advisory Council and making your signatory vote count in the election are important participation points. For more information on the PRI governance structure see the PRI website, PRIA Articles of Association and PRI Administrative Rules.
*Note that the reserved non-asset positions have been revised this year. These revisions are intended to ensure a balance of signatory category and markets within the non-asset owner positions. In the transition to the revised rules on reserved non-asset owner Advisory Council representative positions the Advisory Council has decided to call for the following in this election: two investment manager representatives, with at least one from an emerging market. This ensures a balance of non-asset owner representatives with regards to signatory category and developed and emerging markets.
Candidates must be at CIO / CEO / board / trustee level. These criteria will be satisfied if the candidate is the most senior investment professional in the organisation, even if the job title is not CIO or CEO. However, other senior managers do not qualify. The board must be the legal board of the Signatory organisation, not an executive or subsidiary board.
Candidates will be notified as soon as possible if they are deemed ineligible or if clarification is required by PRI’s Election Oversight Committee (EOC) about any aspect of their candidature. Ineligible candidates have an opportunity to respond to any determinations which EOC will consider and determine in its sole discretion. All decisions on the eligibility of potential candidates made by the EOC are available upon request by the nominating signatory and any other candidates for election.
The Signatory putting a candidate forward as an elected representative of the Advisory Council must have contributed (or must commit to contributing) the invoiced financial contribution in the current financial year and must have participated in the PRI Reporting and Assessment process. The requirement around the Reporting and Assessment Process does not apply to candidates from Service Partner Signatories, or Signatories who are not required to do the Reporting and Assessment process because it is their first year as a signatory. The signatory organisation that nominated and / or supports the Advisory Council representative is responsible for all of the individual’s costs associated with Advisory Council meetings and PRI events.
Candidates may self-nominate, but must be seconded by another Signatory who is in the same class of Signatory as the nominating candidate. For example, a nominee from an asset owner signatory must be seconded by another asset owner signatory.
This year to accompany the candidate statements, biography and organisation information, candidates have committed to the following statements:
- The information provided in my candidate statement is true and correct and I am eligible to stand for the PRI Advisory Council.
- I can commit the appropriate time and resources to my role as an Advisory Council representative.
- PRI Advisory Council representatives shall adhere to the highest standards of ethical and responsible behaviour in carrying out their roles as PRI Advisory Council members and shall conduct themselves in a manner that does not bring PRI Advisory Council or PRI Association into disrepute. I am confident that my appointment to the PRI Advisory Council will not bring the Advisory Council or the PRI Association into disrepute.
Candidates are aware of the PRI governance review and the proposed transition of the Advisory Council to the proposed new PRI Board. This PRI Board has a fiduciary role, for the PRI Association, a UK company, and candidates have stated their eligibility to be a UK Company Director. (Persons who are currently disqualified from being a company officer or those who are undischarged bankrupts are prohibited from being company directors.)
Campaigning should be carried out in a respectful manner and in a way which does not bring the PRI Initiative into disrepute. It should avoid commercial considerations of the organisations that nominated candidates. Candidates must comply with any reasonable directions which may be issued by the Returning Officer on behalf of the EOC. If the EOC determines a candidate has acted inappropriately, it may remove the candidate from the process.
For privacy reasons, candidates are not able to have access to the PRI’s database of contacts but are free to contact other signatories to ask for their support.
On 29 September main contacts at signatory organisations will receive an invitation to vote in the 2014 election. The election voting will be conducted through an independent online electoral poll and all votes are anonymous. Signatories will be invited to consider the candidates’ biographies and campaign statements, the diversity of the candidates and what experience and skills they might bring to the Advisory Council.
Each signatory shall have as many votes as there are vacancies in their signatory category.
- Signatories may not cast more than one vote per candidate.
- The candidate who receives the highest voting rank for a particular reserved position will automatically take that position provided that such a candidate is eligible for the vacant reserved position.
- The open position will be taken by the highest ranked candidate who has not qualified for a reserved position.
Asset owner signatories:
- Asset owner signatories are only eligible to vote for the asset owner candidates.
- In 2014 asset owner signatories have five votes.
Non-asset owner signatories:
- Investment managers and service partners are only eligible to vote for the non asset-owner candidates.
- In 2014 non-asset owner signatories have two votes.
For more information about candidate eligibility, the election timetable and the voting procedure see the PRI Advisory Council election rules. If your organisation main contact has not received an invitation after the election start date please contact firstname.lastname@example.org.
PRI governance review
The role and responsibilities of the Advisory Council and the election rules are according to the current Articles of Association and Administrative Rules. The PRI is currently undertaking a governance review and it is envisioned that a revised structure and associated rules will be implemented from late 2014 onwards. New Advisory Council representatives will play an important part in that implementation and, accordingly the composition, role and responsibilities of Advisory Council representatives could change over time.
The expectation is that directors on the new Board (post April 2015) will need to allocate 12-15 working days per year to perform their duties, including:
- Three two day in person meetings (that include committee meetings);
- Interim Board calls and committee calls;
- PRI in Person attendance; and
- Preparation time.
(Excludes travel time.)
The election process is overseen by the PRI Senior Corporate Officer, Christopher Sperling. If you have any queries about the role of the Advisory Council representatives, the election rules or procedures contact email@example.com.