2022 PRI Board annual elections

Signatory voting

Signatories are invited to vote from 20 October until 2 December 2022 on the four elements of PRI governance set out in the table below.

Voting item	Asset owners	Investment managers	Service providers
Vote for one asset owner representative in the PRI Board election	✔
Vote for one service provider representative in the PRI Board election			✔
Vote to receive the PRI Annual Report and Accounts	✔	✔	✔
Vote to approve the Signatory General Meeting minutes	✔	✔	✔

Each asset owner signatory will have one vote for the one asset owner position. Each service provider signatory will have one vote for the one service provider position.

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.

2022 board elections candidates

The 2022 PRI Board annual election is for one asset owner and one service provider representative position. One candidate nominated for the one asset owner position and three candidates nominated for the one service provider position. Signatory voting closes on 2 December 2022 17:00 GMT.

Asset owner candidate

As defined in the Election Rules, asset owner signatories have to approve the candidate’s appointment as a Director by a simple majority vote. Asset owner signatories have one vote each and can either vote to approve the candidate, abstain, or oppose. To be elected as a PRI Board director, the candidate will require votes of approval of at least 50% plus one vote, of all votes cast.

Asset owner candidate	Statement	Video
Denísio Liberato, Chief Investment Officer, PREVI (Brazil)	Statement	Video

Service provider candidates

Each service provider signatory will have one vote for one service provider candidate. The candidate who receives the highest number of votes is elected.

Service provider candidates	Statement	Video
Mariem Mhadhbi, Co-Founder & CEO , ValueCoMetrics, (France)	Statement	Video
Rebeca Minguela, Founder & CEO, Clarity AI (Spain)	Statement	Video
Bonnie Saynay, Global Head of ESG Investor Research & Data Strategy, ISS (United States)	Statement	Video

If you wish to ask questions to the candidates, please email governance@unpri.org.

How signatories can vote

On 20 October, the main contacts for every signatory organisation are invited via email from vote@governance.unpri.org to vote on behalf of their signatory organisation. Voting reminders to those signatories that haven’t voted yet were sent on 23 November and the next final reminder will be sent on 30 November.

If you are unable to find the ballot email that was sent from vote@governance.unpri.org or if you would like to find out who is your signatory organisation’s main contact, please complete the following voting ballot request form.

VOTING BALLOT REQUEST

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.

Please do not reply to vote@governance.unpri.org as this is an unmonitored mailbox. If you have any queries about the election and voting process, please contact governance@unpri.org.

 

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 & 14th 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.

Further information

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.

For more information regarding the PRI Board election, email governance@unpri.org.