Frequently asked questions

Where is the Initiative housed?

In PRI Association, an English registered company limited by guarantee (a not for profit) under UK law.

Is the PRI Association a charity?

No, but it is a not-for-profit. There can be no distribution of profit to its members.

What are the governing documents of the PRI Initiative and PRI Association?

Governance Documents: Articles of Association of PRI Association / Administrative Rules of PRI Association

The Articles of Association form the basis of the company’s constitution and contain details of running the company, internal management affairs and liability. The Articles form a contract between the company and its members and set out how the company will make decisions to ensure the smooth running of the company.

The administrative rules relate to the PRI Advisory Council (PRIAC) and Signatories.

Where can the Articles and Administrative Rules be found?

Can the Principles be changed?

Governance Document: Administrative Rules of PRI Association

Paragraph Articles/Rules where applicable: 8

PRIAC may make changes subject to the proposed amendments being approved by a resolution of the Asset Owner members of PRIAC, the Chair and the UN members (taken together as one group) in respect of which a majority vote in favour, provided that such a majority itself includes both the UN Members. Subject to approval by majority of all Asset Owner Signatories by poll. Brought into legal being by Special Resolution of members of PRI Association.

Who is a member of PRI Association?

Governance Document: Articles of Association PRI Association

Paragraph Articles/Rules where applicable: 11

A person who is a subscriber to the Memorandum (on incorporation) or who is admitted to membership in accordance with the Articles. A company limited by guarantee does not have a share capital or shareholders, but instead has members as is the case with PRI Association who act as guarantors (limit £1).

Who are the members of PRI Association?

Governance Document: Articles of Association of PRI Association

Paragraph Articles/Rules where applicable: 11

Any Asset Owner member of the PRIAC shall, by agreeing to become a member of the PRIAC, agree to become a Member of the Company; and (b) any person appointed as Chair, by agreeing to become the Chair, agree to become a Member of the Company, unless he or she confirms in writing to the Directors prior to becoming a member of the PRIAC or the Chair that he or she is not willing or is not able to take up membership of the Company.

Can Signatories propose a resolution?

Governance Document: Administrative Rules of PRI Association

Paragraph Articles/Rules where applicable: 6

Yes. Any Signatory with support of 10% of Signatories or if a single category of Signatory 10% of that category.

A Signatory Resolution proposed as a Signatory Resolution of all Signatories must be approved by a majority of Signatories voting on it, which majority must itself include a majority of the Asset Owner Signatories voting on the Signatory Resolution in question.

A Signatory Resolution proposed as a Signatory Resolution of a single category of Signatories must be approved by a majority of Signatories of that category voting on it.

Signatory resolutions are advisory only.

What is the PRI Advisory Council (PRIAC)?

Governance Document: Administrative Rules of PRI Association

Paragraph Articles/Rules where applicable: 2

The PRI Advisory Council (PRIAC) comprises investor members elected by Signatories, UN members, and the Chair.

What is the role of PRIAC?

Governance Document: Articles of Association of PRI Association / Administrative Rules of PRI Association

Paragraph Articles/Rules where applicable: 23 / 2

The purpose of the PRIAC shall be to determine the strategic direction of the Company and advise and support the Directors.

PRIAC is responsible for oversight of the Initiative.

How is the PRIAC made up?

Governance Document: Articles of Association PRI Association

Paragraph Articles/Rules where applicable: 23

PRIAC shall consist of (a) nine members elected by Asset Owner Signatories (Asset Owner elected members), (b) four members elected by Investment Manager and Professional Service Partner Signatories (non-Asset Owner elected members), (c) the Executive Directors from time to time of each of UNEP and the UN Global Compact (the UN members), who shall each have permanent seats, and (d) a Chair appointed by the elected members.

Who can change the make-up of PRIAC?

Governance Document: Articles of Association of PRI Association

Paragraph Articles/Rules where applicable: 42 / 9

Requires the consent of a simple majority of Signatories who are Asset Owners by way of a poll and a special resolution of the members of PRIA approving the requisite amendments to the Articles of Association and either a special resolution of the members of PRIA approving the requisite amendments to the Administrative Rules or a resolution of PRIAC passed by a majority of the Asset Owner elected members, the Chair and the UN members.

Who elects the Chair of PRIAC?

Governance Document: Articles of Association PRI Association

Paragraph Articles/Rules where applicable: 23

The Chair is appointed by the elected members of the PRIAC. The Chair may be an existing member of the PRIAC or recruited externally.

How is the Chair of PRIAC removed?

Governance Document: Administrative Rules of PRI Association

Paragraph Articles/Rules where applicable: 4

PRIAC has the discretion to change the Chair of PRIAC at any time. In addition, as with any PRIAC member, if the Chair was in breach of the Code of Ethics, s/he could be removed by a vote of a 2/3 majority of PRIAC members.

Who can stand for election to PRIAC?

Governance Document: Administrative Rules of PRI Association

Paragraph Articles/Rules where applicable: 4

To be eligible for election to PRIAC as an elected member a Signatory representative must be at CEO/CIO/Board/trustee level.

How long can a member of PRIAC serve?

Governance Document: Administrative Rules of PRI Association

Paragraph Articles/Rules where applicable: 4

Each elected member shall serve for a period of three years.

How many 3 year terms may a member of PRIAC serve?

Governance Document: Administrative Rules of PRI Association

Paragraph Articles/Rules where applicable: 4

After serving three terms, elected members may not be nominated to serve a fourth term without a break of at least one year between terms.

What is the PRI Association Board (PRIAB)?

The PRI Association Board (PRIAB) is the fiduciary, management Board of PRI Association and is made up of directors appointed by a majority vote of the Asset Owner members and the Chair of PRIAC.

Who elects PRIAB?

Governance Document: Articles of Association PRI Association

Paragraph Articles/Rules where applicable: 25

Directors are appointed individually by a majority vote of the Asset Owner members of the PRIAC and the Chair taken together as one
group. Any person can stand.

Who appoints the Chair of PRIAB?

Governance Document: Articles of Association of PRI Association

Paragraph Articles/Rules where applicable: 30

Under Article 30.12, the directors may elect a Chairman from among their number and shall determine the period for which s/he is to hold office, it does not have to be the same person as the Chair of the PRIAC.

How is the Chair of PRIAB removed?

The directors of the PRI Associaion Board may remove the Chair by way of a majority vote.

How long do directors serve?

Governance Document: Articles of Association PRI Association

Paragraph Articles/Rules where applicable: 28

A Director shall serve from the date of appointment until the end of the first meeting of the Directors in the year following the third anniversary of his appointment. Following the retirement of a Director at the end of his term of office he shall be eligible to be
re-appointed by a majority of the Asset Owner members of the PRIAC and the Chair taken together as one group. Reappointment shall be deemed unless:

(a) the PRIAC notifies the Director that it will not be reappointing the Director;

(b) the Asset Owner members of the PRIAC and the Chair or the Members (by way of an Ordinary Resolution) appoint a Director
pursuant to Article 25.1 to replace the Director retiring;

(c) the Asset Owner members of the PRIAC and the Chair or the Members (by way of an Ordinary Resolution) appoint, pursuant to Article 25.1, more Directors than vacancies available.

How are directors removed?

Governance Document: Articles of Association of PRI Association

Paragraph Articles/Rules where applicable: 26

The Company may by Ordinary Resolution of which special notice has been given to the Members in accordance with the Act remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director.

What is the notice to remove directors?

Governance Document: Articles of Association PRI Association

Paragraph Articles/Rules where applicable: 26

Special notice: Under Article 26.1, the company may remove a director by ordinary resolution of which “special notice” has been given to the members in accordance with the Companies Act 2006. Under the Act, if special notice is required of a resolution, the
resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved. The Act specifies that where practicable, the company must give its members notice of such resolution in the same
manner and at the same time as it gives notice of the meeting at which the resolution will be moved.