2024 signatory voting and PRI Board elections results

The 2024 PRI Board annual election was for three asset owner and one investment manager representative positions.

Signatories voted to elect the following asset owner representatives:

• Sharon Hendricks, Board member, CalSTRS (USA)
• Wilhelm Mohn, Global Head of Active Ownership, Norges Bank (Norway)
• Laetitia Tankwe, Union trustee, CFDT (France)

The following candidate was elected as an investment manager representative:

• Wendy Cromwell, Vice Chair and Head of Sustainable Investment, Wellington Management Company LLP (USA)

All four will serve as PRI Board Directors for a three-year term starting on 1 January 2025.

Signatories also voted to receive the Annual Report and Accounts, approved the 2023 Signatory General Meeting minutes, and confirmed the appointment of the Auditors.

Asset Owner candidates’ vote results

Each Asset Owner signatory had three votes for the three asset owner positions.

Please refer to the Election Rules, for the process on how asset owner signatories were invited to vote.

Investment Manager candidates’ vote results

Each Investment Manager signatory had one vote for the one investment manager position.

Board Election Voting Breakdown

Each Investment Manager signatory had one vote for the one investment manager position.

2024 Resolution Voting Breakdown

2024 Signatory Participation Breakdown (Resolutions)

Signatory voting – now closed

Signatories were invited to vote from 17 September to 26 November 2024 on various elements of the PRI’s governance, shown in the table below.

The voting was conducted via an independent voting provider CIVICA which is a web-based online voting system. All votes are anonymous.

If you have any queries about the election and voting process, please contact [email protected].

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 provided 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. 

The PRI Board encouraged: 

• Candidates with governance skills and demonstrated leadership in responsible investment; 

• Global representation and expertise to enable the Board to appropriately represent the diverse signatory base. 

Candidates were 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 above. 

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 2025 to 31 December 2027. 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 2025, the expectation is there will be three in-person Board meetings lasting 1-2 days each, and three-five additional short 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 two and three Board committees. The five committees (Finance, Audit and Risk; Governance; People and Culture; Policy; and Progression and Accountability Oversight) 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 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.  

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.