2023 signatory voting and PRI Board elections

 

2023 signatory voting and PRI Board elections results 

The 2023 PRI Board annual election was for three asset owner and one investment manager representative position.

Signatories voted to elect the following as PRI Board Directors for a three-year term starting on 1 January 2024:

• Takeshi Kimura, Special Adviser to the Board, Nippon Life Insurance Company,
• Lebogang Mokgabudi, Independent Specialist Trustee, Government Employees Pension Fund,
• Torben Möger Pedersen, Chief Executive Officer, PensionDanmark, and
• Tycho Sneyers, Managing Partner, LGT Capital. 

Signatories also voted to:

• Confirm the appointment of the new Chair, Conor Kehoe,
• Receive the Annual Report and Accounts,
• Approve the Signatory General Meeting minutes, and
• Approve the amendments to the Articles of Association. 

Asset owner candidates’ votes

Each asset owner signatory had three votes for the three asset owner positions and voted separately for the three positions (this is to ensure global representation on the PRI Board).

Asset owner candidates	Statement	Video	Votes
Torben Möger Pedersen, Chief Executive Officer, PensionDanmark (Denmark)	Statement	Video	108 (35.8%)
Catherine Bolger, Board Director, State Super - SAS Trustee Corporation (Australia)	Statement	Video	106 (35.1%)
Jonathan Grabel, Chief Investment Officer, Los Angeles County Employees Retirement Association (LACERA) (United States)	Statement	Video	43 (14.2%)
Alessandra Festini, ESG Manager, Cassa Nazionale di Previdenza e Assistenza Forense (Italy)	Statement	Video	31 (10.3%)
Anita J. Clemons, Senior Vice President & Managing Director of Investment Management, Presbyterian Church U.S.A. Foundation (United States)	Statement	Video	14 (4.6%)
Abstain			26 (7.9%)
Total			328

Asset owner candidates headquartered in Africa	Statement	Video	Votes
Lebogang Mokgabudi, Independent Specialist Trustee, Government Employees Pension Fund (South Africa)	Statement	Video	170 (66.7%)
Sonja Cecile Saunderson, Chief Investment Officer, Eskom Pension and Provident Fund (South Africa)	Statement	Video	61 (23.9%)
Kamal Mitha, Head of Investments, Sasria SOC Limited (South Africa)	Statement	Video	24 (9.4%)
Abstain			73 (22.3%)
Total			328

Asset owner candidate headquartered in Asia	Approve	Oppose	Abstain	Total
Takeshi Kimura, Special Adviser to the Board, Nippon Life Insurance Company (Japan) Statement and Video	278 (99.6%)	1 (0.4%)	49 (14.9%)	328

As defined in the Election Rules, asset owner signatories were invited to vote to approve Takeshi Kimura’s appointment as a Director by a simple majority vote. 

Investment manager candidates’ votes 

Each investment manager signatory had one vote for the one investment manager position. Tycho Sneyers received the highest votes and is re-elected as the PRI Board Director for a three-year term starting on 1 January 2024. 

Investment manager candidates	Statement	Video	Votes
Tycho Sneyers, Managing Partner, LGT Capital (Switzerland)	Statement	Video	405 (37.3%)
Laurence Vigeant-Langlois, Managing Director, AE Industrial Partners, LP (United States)	Statement	Video	182 (16.8%)
Carina Wessels, Executive: Governance, Legal, Compliance and Sustainability, Alexander Forbes Investments Limited (South Africa)	Statement	Video	135 (12.4%)
Mmakeaya Magoro Tryphosa Ramano, Non-Executive Director, Public Investment Corporation (PIC) (South Africa)	Statement	Video	121 (11.1%)
Eric Bruguiere, Partner, Ciclad Gestion (France)	Statement	Video	108 (9.9%)
Kudakwashe Mukova, Head of Impact & Sustainability, Norsad Capital (Botswana)	Statement	Video	95 (8.7%)
Johannes Feist, Chief Executive Officer, Mikro Kapital Management S.A. (Luxembourg)	Statement	Video	40 (3.7%)
Abstain			93 (7.9%)
Total			1179

Voting item	For	Oppose	Abstain	Total
Vote to confirm the appointment of the Chair  (statement & video)	1452 (98.3%)	25 (1.7%)	164 (10.0%)	1641
Vote to receive the PRI Annual Report (website & PDF) and Accounts[1]	1503 (99.7%)	5 (0.3%)	133 (8.1%)	1641
Vote to approve the Signatory General Meeting minutes	1353 (99.8)	3 (0.2%)	285 (17.4%)	1641
Vote to approve amendments to the Articles of Association	1453 (98.7%)	19 (1.3%)	169 (10.3%)	1641

2023 signatory voting participation

Total 31.1% signatories participated in the 2023 signatory voting.

Signatory category	Electors	Votes	Turnout (%)
Asset owner	713	328	46.0%
Investment manager	4053	1179	29.1%
Service provider	507	134	26.4%
Total (weighted average)	5273	1641	31.1%

Signatory voting is closed

Signatories were invited to vote from 20 September to 1 December 2023 on various elements of the PRI’s governance, shown in the table below.

	Asset owners	Investment managers	Service providers
Vote for three asset owner representatives in the PRI Board election	✔
Vote for one investment manager representative in the PRI Board election		✔
Vote to confirm the appointment of the Chair  (statement  & video)	✔	✔	✔
Vote to receive the PRI Annual Report (website  & PDF) and Accounts	✔	✔	✔
Vote to approve the Signatory General Meeting minutes	✔	✔	✔
Vote to approve amendments to the Articles of Association	✔	✔	✔

About the PRI

The PRI is a global membership organisation that has grown significantly since it was founded in 2006 by a small group of investors in partnership with the UN Global Compact and UNEP Finance Initiative. Today there are more than 5,000 signatories in over 80 countries. Following a period of rapid growth, the aim of the current phase of development is to strengthen value across the diverse and global membership base, operate at scale, deepen understanding of the signatories, transform digital reach, develop organisational capabilities, and build a truly global organisation.

The PRI Board is responsible for:

• PRI strategic planning and oversight of the implementation.
• Monitoring operations, including risk factors.
• Promotion of signatories’ implementation of the Principles.
• Reporting to signatories, including the Annual Report.
• Governance, signatory rights, rules, and policies.

Skills, experience, and diversity

As part of the commitment to strengthen the rigour and accountability of the election process, the PRI is providing 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 other personal characteristics, such as gender diversity.

The Board needs to be appropriately representative of the diversity of society and PRI signatories in order to generate effective debate and discussion around the key issues that the board considers, and create an inclusive board culture that is welcoming to all people from different backgrounds and values individuals for their different perspectives. This aims 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.

Therefore, the PRI Board proactively encouraged candidates from asset owner signatories headquartered in:

• Africa to nominate during the ‘exclusivity period’ from 22 May - 16 June; and
• Asia to nominate during the ‘exclusivity period’ from 22 May - 16 June.

For all positions, the PRI Board is encouraging nominations from candidates with:

• Governance skills and demonstrated leadership in responsible investment.

Candidates are asked to elaborate leadership and governance experience, and demonstrated leadership in responsible investment, in their candidate statement. This information as well as information on the nominating signatory, the candidate biography, statement, and candidate video will enable the signatory electorate to 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.

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 elections 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. 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	Vacant position* – one asset owner position added to annual elections
	Denísio Liberato	PREVI	Brazil	2023-2025
	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	Rebeca Minguela	Clarity AI	United States	2023-2025

*Scott Connolly resigned from the PRI Board due to accepting another appointment.

End of term Board Directors*
Director	Category	Eligible to re-nominate
Takeshi Kimura	Asset owner representative	Yes
Renosi Mokate	Asset owner representative	No
Tycho Sneyers	Investment manager representative	Yes

Renosi Mokate has served three consecutive three year terms as an elected Director and therefore is not eligible to re-nominate as per the Election Rules.

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

2023 PRI Board annual election timetable

Date	Action
22nd May	Start of ‘exclusivity period’. Invitation for candidates from asset owner signatories headquartered in Africa and Asia.
16th June	End of ‘exclusivity period’. Deadline for nominations for candidates from asset owner signatories headquartered in Africa and Asia.
19th June	Formal publication of the election notice and invitation for signatories to nominate candidates: One investment manager position One asset owner position
11th August	Deadline for nominations.
13th September	Announcement of the election candidates at the Signatory General Meeting.
20th September	Election voting opens.
1st December 17:00 GMT	Election voting closes.
8th December	Board announcement of the election results.
1st January 2024	Start of term for the new Directors.

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 duration

The successful candidates in the election are elected for three-year terms and are expected to serve from 1 January 2024 to 31 December 2026. 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 online and in-person Board meetings. For 2024, there are three in-person Board meetings planned lasting 1.5 days each, and five 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, but 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 or four 1.5-hour conference online 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 online 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 elected Directors. There is however a set travel allowance for 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.

Further information

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