PRI Governance Review


The PRI Advisory Council and PRI Association Board agreed at their joint meeting in Cape Town on 30 September 2013 to carry out a formal review of the PRI’s governance structure and processes.

The aim of this review is to assess what governance structure the PRI should adopt to fulfil its Mission. Its recommendations must balance the interests of different signatories and ensure that decisions about the PRI’s mission, direction, strategy, finances and operations are transparent, accountable to signatories, efficient and fit-for-purpose. The governance structure and processes determine – internally and externally – how effectively the organisation operates, and how it is perceived by signatories and stakeholders.

The governance review is expected to include, but will not be limited to, an evaluation of the rights of each category of signatory, the roles and responsibilities of the governing bodies and their committees.

The review will not consider whether asset owners should remain predominant in the PRI’s governance structure, nor whether non-asset owner signatories (investment managers and professional service providers) should be excluded from being signatories or from being involved in the PRI’s governance. However, it will review the extent to which asset owners should predominate and how this predominance is best enshrined and exercised to ensure broad representation for other categories of signatory.

The PRI is committed to ensuring the review is consultative and is carried out to the highest standards of independence, impartiality, transparency and accountability. Further, the review’s findings and recommendations – along with any subsequent changes to PRI governance that may result from the review – must be clear, practical and well communicated to signatories.

The PRI Advisory Council has established six principles to guide the review:

  • Mission. The governance structure should facilitate the engagement of all signatories in the PRI’s mission to advance the development of a more sustainable global financial system for the benefit of society.
  • Simplicity. The governance structure must be straightforward to administer and easy to describe, with clearly articulated roles and responsibilities.
  • Transparency. The requirements and process for communicating governing body decisions to signatories and stakeholders must be transparent.
  • Accountability. Lines of responsibility must be clear and those within the governance structure must be answerable to signatories.
  • Practicality. The governance structure must meet the practical requirements of the organisation.
  • Representation. The governance structure must retain an asset owner-majority and must include all categories of signatory.

For the full documents see the PRI Governance Review – Draft Scope and signatory feedback.

PRI governance review consultation

The independent consultant, Carnstone Partners LLP, has undertaken a review of the PRI governance. The PRI is seeking feedback on the PRI Governance Review that includes 10 recommendations for change.

Although there were differing views on some issues, the PRI Advisory Council is in broad agreement with the main elements of recommendations made and asks all respondents to consider the Advisory Council Chair Cover Note alongside the independent review and recommendations.

For background to the review see the PRI Governance Review Draft Scope.

Who can get involved?
The consultation is open to all current and potential PRI signatories.

Period of consultation
The consultation is open from mid-July to 29 August. However, please note that some of the channels for submitting your feedback will close prior to this date. Details are given below under ‘How to submit your views’.

Objective of the consultation
The aim of the consultation is to allow all signatories to express their views on the future governance structure of the PRI, enabling the Initiative to fulfil its Mission.

How to submit your views
You can submit your views through a number of channels; in person, online and by telephone. The preferred feedback mechanism is through the online questionnaire. The 10 recommendations put forward by the independent advisors form the backbone of the consultation, but you are invited to comment in as much or as little detail as you please on these and other matters. Submitting your comments through multiple channels will not lend additional weight to your views, but many of the consultation activities, e.g. webinars and in person meetings, will enable you to clarify details and form a better view of the rationale behind the recommendations before making your submission. You are welcome to submit views as an individual organisation or as part of a group of signatories. You are also free to choose whether you want your feedback to be publicly available.

What will happen to the feedback data?
If you choose to make your written feedback publicly available, it will be shared on the PRI website after PRI in Person in September. Feedback given with no permission to be made public will be only be disclosed in an aggregated, anonymised manner after PRI in Person in September. All responses will be collected in a database managed by the independent advisor.

Feedback channels:

Online questionnaire
Please download and complete the online questionnaire. This is the preferred feedback mechanism. The deadline for submitting feedback through the online form is 29 August 2014.

The webinars will be one-hour sessions, as a minimum, where signatories will be taken through the recommendations and asked for feedback using the template above. Webinars will take place on the following dates:

Please register for these webinars here.

Network / regional workshops
These will be in person meetings, typically arranged to coincide with already planned gatherings, hence some of these fall outside of the consultation window. The purpose of the workshops is simply to explain the recommendations and answer questions. The sessions will run for an hour, as a minimum, and, where relevant, feedback will be gathered using the template of the online form.

Workshops will take place on the following dates and locations:

Throughout the consultation phase, you can email through your feedback as well as questions relating to the consultation process. Emails will go to the independent advisor and the address is You can email through feedback and questions between July 16 and September 5.

Phone clinics
You can also submit feedback and ask questions by phone. Signatories can book a 30-minute slot on either of the dates below. If you are interested in this option, please contact Phone clinics will take place on:

  • July 24 08.00-20.00 (BST)
  • August 22 08.00-20.00 (BST)

Contact details
Throughout the consultation period, you can submit views and ask questions about the process by contacting As always, you can also contact the PRI Executive on with general signatory enquiries.


Pre Governance Review: September 2013 – April 2014

30 September 2013 PRI Advisory Council and PRI Association Board agree to carry out a formal review of the PRI’s governance structure and processes.

1 October 2013 PRI governance review announced at the Signatory General Meeting in Cape Town.

28 October 2013 Letter from the Advisory Council Chair to all signatories announcing the PRI governance review.

20 December 2013 PRI responds to signatory concerns on the delisting of eight Danish signatories.

6 February 2014 PRI governance review – draft scope for consultation released to signatories for comment by 28 February.

April 2014 Signatory feedback to draft scope published on the PRI website.

Governance Review: May 2014 – March 2015

2 May 2014 Announcement of the appointment of an independent consultant, Carnstone Partners LLP, to conduct the governance review.

May-June 2014 Governance review phase 1: Review. PRI governance structure review and preparation of a signatory consultation paper.

2 July 2014 Advisory Council discussion of the signatory consultation paper.

July-September 2014 Governance review phase 2: Signatory Consultation. Publication of a signatory consultation paper that includes the review and initial recommendations. To gather signatory feedback during phase 2 there will be regional face-to-face signatory workshops, two webinars and an opportunity to provide feedback online.

24 September 2014 PRI Signatory General Meeting (“SGM”) presentation of the governance review and recommendations. There will be opportunities to provide feedback on the recommendations after the SGM.

October-November 2014 Governance review phase 3: Implementation. Final recommendations on the PRI governance structure and how to implement those recommendations.

November 2014 onwards Implementation of the recommendations and transition to revised governance structure.

March 2015 Formal adoption of the revised governance structure and associated articles and rules at the Advisory Council meeting.


About Carnstone Partners LLP

On May 2, the PRI it had appointed Carnstone Partners LLP to act as an independent advisor to its governance review. The criteria used to select Carnstone is outlined in a Request for Proposal published by the PRI in March 2014. Further information about Carnstone’s credentials, prior work with the PRI and how it will manage conflicts of interest throughout the review process is outlined below. More information is available at

Carnstone’s Expertise with Governance Reviews

Carnstone is an independent management consultancy with extensive experience of working with clients on the review, development and implementation of governance structures – whether these clients are large corporations, not-for-profit companies and charities, or global membership organisations like the PRI.
Their recent governance review advisory work has included the following projects:

  • Media CSR Forum. The Forum is a self-created group of over twenty large media companies working together to address sustainability issues.
  • Prostate Cancer Charter for Action / Cancer 52 / UK Lung Cancer Coalition. These charities are some of the foremost cancer charities in the UK, each with a large group of signatory members.
  • Insight Investment. Carnstone worked with Insight Investment to produce an extensive piece of research on the governance of corporate responsibility.
  • The Connection at St-Martin-in-the-Fields. The Connection is the UK’s biggest provider of specialist services to homeless people:  a unique organisation with a diverse set of stakeholders.

Carnstone’s previous work with PRI

Carnstone has worked on the review of the PRI Reporting Framework, an important part of which centred on engagement with the signatory membership to achieve support and buy-in. More recently, it has worked on a research project identifying the most appropriate indicators to assess the impact of human capital management practices among listed retailers for an engagement.

Managing Potential Conflicts of Interest

Carnstone is independent and fully owned by its six Equity Partners. It is not part of a larger firm or organisation and does not have any outside investors. It does not undertake any investment activities nor does it provide investment services to any PRI signatories.
Carnstone’s approach to managing conflicts during the course of the governance review is as follows:

  • Carnstone will not attempt – directly or indirectly – to sell its services to signatories during the course of the governance review. It will not target signatories for specific products or general support or advice.
  • Carnstone will disclose at the outset and at regular intervals thereafter, subject to the agreement of the clients concerned, any consultancy relationships it has with PRI signatories (a list of relationships as at the appointment date of 2 May is below)
  • In the event of a PRI signatory approaching Carnstone about the possibility of undertaking consultancy work, it would notify the PRI at the earliest opportunity. Should it secure this work, it would be carried out by individuals who had no direct involvement with the PRI’s governance review (unless the PRI was prepared to waive this exclusion).
  • With the exception of existing clients, its lead partner on the review, Peter de Graaf, will not personally undertake work for any PRI signatory unless otherwise agreed.

Carnstone’s project team for the review of PRI’s governance will be led by Peter de Graaf,Senior Partner, who leads much of Carnstone’s work in the area of responsible investment and financial markets. For six years, he was a Managing Director with FTSE Group, and involved with FTSE4Good, the responsible investment index, and he served as MD and a member of the board of Trucost Plc, an environmental investment research organisation.  At Carnstone, his clients have included the Pension Protection Fund (PPF), MSCI / RiskMetrics and the UN Development Programme. He was the lead partner for the work with the PRI on the development of the new signatory Reporting Framework. Recently, he has provided pro-bono support to the newly elected CEO and the Chairman of UKSIF around the formulation of their new three-year strategy. A Dutch national, Peter has worked across Europe and has a solid understanding of the European and global investment industry.

Additional Relevant Experience

Working with the financial services industry
Carnstone has extensive experience of working with the investment industry.  Their assignments have included the UK Pension Protection Fund (PPF), Aviva, Insight Investment, HBOS, the Financial Services Authority (FSA), MSCI, the UN Development Programme and UKSIF.

Working with membership organisations.
Carnstone has a track record of advising membership organisations and have set up, run or currently act as the secretariat for several organisations, including:

  • the Institute for Corporate Responsibility and Sustainability (ICRS), a network of senior CR practitioners within corporations;
  • several global industry groups for leading publishers;
  • several European media membership organisations.

Familiarity with UK Legal Framework for Not-for-Profit Companies.
Carnstone has longstanding experience working with not-for-profit companies and many of its senior team have been involved in both the running of and governance of not-for-profit and mission based organisations. It is therefore familiar with the UK legal framework in this field.

Existing relationships with PRI signatories

Carnstone does not have currently a paid relationship with any PRI signatory.