2022 PRI Board annual elections

2022 PRI Board annual elections

The 2022 PRI Board annual election is for one asset owner  and one service provider  representative position.

The PRI is committed to Diversity, Equity and Inclusion. The PRI Board should be appropriately representative of the diversity of PRI signatories in order to generate effective debate and discussion.

The PRI Board is therefore broadly encouraging candidates:

• who identify as female or non-binary;
• with digital transformation skills;
• with governance skills and demonstrated leadership in responsible investment.

In addition to the above, for the asset owner position, the PRI Board is encouraging candidates:

• from asset owner signatories (with their HQ) in emerging markets. (refer to the IMF’s World Economic Outlook 2016   [Statistical Appendix, p.209] for a full list of emerging markets countries.)

The above guidance for HQ location, diversity and skills is desirable but not essential. All asset owner signatory and service provider signatory candidates are invited to nominate.

The deadline for nominations is 16 September, 17:00 BST. The board will announce election candidates at the Signatory General Meeting on 13 October. Eligible nominations received by 16 September will proceed to a contested election starting on 20 October.

Signatory voting

Signatories of the relevant category vote for the nominated candidate of that particular category as below:

• Asset owner signatories vote for asset owner candidates.
• Investment manager signatories vote for investment manager candidates.
• Service provider signatories vote for service provider candidates.

This PRI Board annual election is for one asset owner position and one service provider position. Therefore, only asset owner signatories and service provider signatories are eligible to vote for candidates of that respective signatory category.

Each asset owner signatory will have one vote for one asset owner position. Each service provider signatory will have one vote for one service provider position. The candidates who receive the highest number of votes in each category are elected.

All asset owner, investment manager and service provider signatories will be invited to vote to:

• Receive the PRI Annual Report and Accounts.
• Approve the Signatory General Meeting minutes.

The voting will be conducted via an independent voting provider ‘Simply Voting’ which is a web-based online voting system. All votes are anonymous. For more information, visit https://www.simplyvoting.com.

Signatory rights and the PRI Board

Nominating candidates for the board elections and electing PRI Board Directors are important signatory rights and responsibilities. The PRI encourages signatories to participate in the nomination and election process to maintain a vibrant and representative PRI Board. Learn more about your rights as a PRI signatory.

The PRI Board is collectively responsible for the long-term success of the PRI and in particular for: 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.

Current board Directors are all CEOs, CIOs, Board members, or report to ‘relevant officers’ of signatory organisations. Part of the role of the board is to be ambassadors for the PRI and for responsible investment. The PRI considers it is important to have high-level C-suite engagement and champions to help bring responsible investment into the mainstream. For information on the current board Directors, including Directors’ terms, see the table below.

Current Board Directors

Category	Director	Signatory	Signatory HQ country	Term
Chair	Martin Skancke	Independant	N/A	2021-2023
Directors elected by asset owner signatories	Scott Connolly	Telstra Super	Australia	2022-2024
	Eva Halvarsson	Second Swedish National Pension Fund (AP2)	Sweden	2020-2022
	Sharon Hendricks	CalSTRS	USA	2022-2024
	Takeshi Kimura	Nippon Life Insurance Company	Japan	2021-2023
	Wilhelm Mohn	Norges Bank Investment Management (NBIM)	Norway	2022-2024
	Renosi Mokate	Government Employees Pension Fund (GEPF)	South Africa	2021-2023
	Laetitia Tankwe	CFDT	France	2022-2024
Directors elected by investment manager signatories	Wendy Cromwell	Wellington Management	USA	2022-2024
	Tycho Sneyers	LGT Capital Partners	Switzerland	2021-2023
Director elected by service provider signatories	Michael Jantzi	Sustainalytics	Canada	2020-2022

For more information on our board members, biographies and board composition refer to PRI Board members.

Skills, experience, and diversity

As part of the commitment to strengthen the rigour and accountability of the election process, the PRI is providing more guidance and information to candidates and signatories in advance of their vote.

The board should have the appropriate balance of skills, diversity, experience, independence, and knowledge of the organisation to enable it to discharge its duties and responsibilities effectively. This necessary diversity encompasses a sufficient mix of relevant skills, competence, and diversity of perspectives. It may include but is not limited to: geographical diversity of signatory representation to bring regional knowledge and perspectives to the board; diversity of geographical origin, ethnicity, language and culture, and also gender diversity.

The board needs to be appropriately representative of the diversity of the PRI signatories in order to generate effective debate and discussion around the key issues that the board considers, and to deliver the broadly-founded leadership that the initiative requires. The PRI is a global organisation, and aims for global representation on its board, particularly within the asset owner positions.

The PRI Board is encouraging candidates:

• who identify as female or non-binary;
• with digital transformation skills;
• with governance skills and demonstrated leadership in responsible investment.

In addition to the above, for the asset owner position, the PRI Board is encouraging candidates:

• from asset owner signatories (with their HQ) in emerging markets. (refer to the IMF’s World Economic Outlook 2016  [Statistical Appendix, p.209] for a full list of emerging markets countries.)

The above guidance for HQ location, diversity and skills is desirable but not essential. All asset owner signatory and service provider signatory candidates are invited to nominate.

Candidates are asked to elaborate, in their candidate statements, regarding their digital transformation skills, governance skills, and demonstrated leadership in responsible investment. This information – as well as information on the nominating signatory, the candidate biography and statement – will enable the signatory electorate to more easily compare the skills, experience and diversity of the respective candidates.

Eligibility

To be eligible to stand for the election, candidates must be a ‘relevant officer’, a person who is employed or otherwise serving as:

(i) the Chief Executive Officer of a Signatory; or

(ii) the Chief Investment Officer of a Signatory; or

(iii) in the case of a Signatory that does not have the offices of Chief Executive Officer or Chief Investment Officer: the most senior investment professional of that Signatory; or

(iv) a director serving on the main governing board (and not merely any subsidiary boards, subordinate boards or committees) of a Signatory; or

(v) a trustee of a Signatory; or

(vi) an executive employee of a Signatory in a role where his or her immediate line manager is one of the persons described in sub-paragraphs (i), (ii) or (iii) of this definition of Relevant Officer.

(vii) a former relevant officer.

2022 PRI Board annual election timetable

Date	Action
13th June	Invitation for nominations from asset owner and service provider candidates
16th September	Final day for nominations
13th October	Announcement of the election candidates at the Signatory General Meeting
20th October	Election voting opens
2nd December	Election voting closes
9th December	Board announcement of the election results
1st January 2023	Start of term for the new Director(s)

Director expectations

Directors are nominated by a signatory organisation and elected by signatories, from a signatory category, but have a responsibility to fulfil their duties as an individual and in the long-term interests of the PRI as a whole.

Term

The successful candidates in the annual election are elected for three-year terms and are expected to serve from 1 January 2023 to 31 December 2025. No Director may serve for more than three consecutive three year terms as an elected Director.

Time allocation

The board currently has a mixture of virtual and in person board meetings. For 2023 , there are three in-person board meetings planned lasting 1.5 days each, plus four additional virtual meetings.

The expectation is that Directors will participate in every meeting. All Directors are asked in advance for their availability for the meetings. Directors are expected to dedicate additional reading and preparation time leading up to meetings. The time commitment is approximately 12-14 days including meetings, preparation and excluding travel.

Board members are typically appointed to between one and three board committees. The six committees (Finance, Audit and Risk; Governance; People and Culture; Policy; Reporting and Assessment Framework Oversight; Signatory Experience and Value Proposition) facilitate the discussions and workings of the board and are critical to the effectiveness of the board. The workload of each committee is varied, but on average a committee will have three 1.5 hour conference virtual meetings per year. The expectation is that each committee member will participate in every respective committee meeting, with a requirement to participate in a majority of meetings of that committee in a calendar year.

Attendance at virtual and/or in-person planned and ad hoc board meetings, committee meetings, and conference calls will be recorded in the annual PRI Board report and on the PRI website.

Expenses

The PRI is a not-for-profit organisation and does not compensate Directors. The PRI will offer to make a contribution towards the travel expenses of Directors that attend in-person meetings.

Refer to following rules, policies and terms of reference:

• Directors Terms of Reference for information on the role and responsibilities of the Directors.
• Election Rules for information on relevant articles, election timetable, campaigning, and voting.
• Board Diversity Policy for information on PRI’s equality, diversity and inclusion.
• Code of Ethics for information on PRI Board guidance on the professional standards expected from PRI Board members.
• Articles of Association of PRI Association for information on PRI’s governance and operations.
• PRI Board members for information on our board members, biographies and board composition.

Application process

The application process requires you to provide 3 key items described below.

1) Application forms

As part of the application process, all candidates are required to complete the following two forms. Please send the completed forms to governance@unpri.org in word format with a photo separately attached.

The PRI will publicise the candidate information form on the PRI website, and it will also be attached to the voting ballot. This will allow signatory electorate to easily compare the skills, experience and diversity of the respective candidates.

1. NOMINATION FORM

2. CANDIDATE INFORMATION FORM

2) Seconded by another signatory

Candidates must be nominated by their signatory organisation and seconded by another signatory within the same signatory category. For example, an asset owner candidate must be nominated by their signatory organisation and seconded by another asset owner signatory.

Candidates can choose to provide the confirmation of being seconded by another signatory of the relevant category in any of the following two options:

1. the seconding organisation can cc governance@unpri.org in the email, or;
2. candidates can forward the email to governance@unpri.org after receiving the confirmation from the seconding organisation.

The signatory putting a candidate forward must have contributed the invoiced financial contribution in the current financial year, and must have participated in the PRI Reporting and Assessment process if mandatory. The requirement around the Reporting and Assessment process does not apply to signatories that are not required to do the Reporting and Assessment process because it is a ‘grace’ year.

3) Candidate video

To publicise the candidates during the election process, eligible candidates are also asked to record a five-minute (maximum) video. As part of the application process, eligible candidates will be notified with details of video requirements. Follow the links to see historical examples of Scott Connolly, Wendy Cromwell, Sharon Hendricks, Wilhelm Mohn, Laetitia Tankwe.

 

Further information and arrange a call

For more information on the role of the PRI Board, expectations of Directors, application and elections process email governance@unpri.org for a written query and/or to set up a briefing call.