2023 PRI Board annual elections

2023 PRI Board elections

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

The table below explains the open positions for the election.

 

PRI Board director representative positions	Nomination period
1 asset owner representative position for candidates from asset owner signatories headquartered in Africa.	Eligible nominations received during the exclusivity period from 22 May to 16 June will proceed to an asset owner election starting on 20 September.
1 asset owner representative position for candidates from asset owner signatories headquartered in Asia.
1 asset owner representative position for candidates from asset owner organisations.	Eligible nominations received from 19 June to 11 August will proceed to an asset owner election starting on 20 September.
1 investment manager representative position for candidates from investment manager organisations	Eligible nominations received from 19 June to 11 August will proceed to an investment manager election starting on 20 September.

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.

The PRI Board is looking for candidates with governance skills, demonstrated leadership in responsible investment and, in the first instance, candidates from asset owner organisations in Asia and Africa.

If you or your organisation is interested, please read below for more information about the role, the eligibility requirements, deadlines for nomination, and other elections process details.

Two asset owner positions with exclusivity periods

The PRI Board should be appropriately representative of the diversity of PRI signatories in order to generate effective debate and discussion. The PRI is a global organisation, and aims for global representation on the Board, particularly within the asset owner positions. Therefore, the PRI Board is proactively encouraging 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.

The deadline for nominations from candidates from asset owner signatories headquartered in Africa and Asia is 16 June. Eligible nominations received by 16 June will proceed to an asset owner election starting on 20 September.

One asset owner position

The PRI Board is encouraging all eligible asset owner signatory candidates to nominate from 19 June to 11 August. Eligible nominations received by 11 August will proceed to an asset owner election starting on 20 September.

One investment manager position

The PRI Board is encouraging all eligible investment manager signatory candidates to nominate from 19 June to 11 August.

Eligible nominations received by 11 August will proceed to an investment manager election starting on 20 September.

Nomination and announcement

To find out more information, register your interest, or to formally nominate, please email governance@unpri.org.

The Board will announce all nominated candidates at the Signatory General Meeting on 13 September.

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 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.

Therefore, the PRI Board is proactively encouraging 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 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 election is for two asset owner positions and one investment manager position. Therefore, only asset owner signatories and investment manager signatories are eligible to vote for candidates for their signatory category in the 2023 elections.

Each asset owner signatory will have three votes for the three asset owner positions. The exact format of the asset owner voting will be dependent on nominations. Each investment manager signatory will have one vote for the one investment manager 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:

• Confirm the appointment of the Chair.
• 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 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 One asset owner position (if no eligible candidates from Africa nominates in the ‘exclusivity period’) One asset owner position (if no eligible candidates from Asia nominates in the ‘exclusivity period’)
11th August	Deadline for nominations.
13th September	Announcement of the election candidates at the Signatory General Meeting.
20th September	Election voting opens.
1st December	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 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, 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 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.

Application process

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.

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.

1. NOMINATION FORM

2. CANDIDATE INFORMATION FORM

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.

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.

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 Denísio Liberato, Rebeca Minguela, Scott Connolly, Wendy Cromwell, and Sharon Hendricks.

Further information

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.