Signatory rights

There are several mechanisms to encourage structured dialogue between signatories and the board at regular intervals, to ensure that the board remains accountable to signatories and that decision-making remains transparent.

The annual Signatory General Meeting (SGM), usually held to coincide with PRI in Person, is an important forum for dialogue between the PRI Board, signatories and the executive.

The board has the responsibility to report annually to signatories on the progress in implementing the strategic plan and the SGM is an opportunity to present the progress of the PRI as well as the decisions that the board and its committees have made over the preceding year.

Signatories have the right to:

• Approve amendments to the Articles and Principles
  The Articles may only be amended by a simple majority vote, including a simple majority of asset owner voters. Amending the Principles also requires written approval of the PRI’s two UN partners.

• Nominate candidates for, and vote in, board elections
  Signatories can put forward eligible candidates for Annual, Mid-term or Extraordinary Elections. Asset owners, investment managers and service providers vote for candidates in their respective categories.

• Confirm the appointment of the Chair
  The Directors nominate the independent Chair, but the appointment and term must be confirmed by a simple majority vote, including a simple majority of asset owner voters.

• Receive the annual accounts
  The PRI must present to signatories at each Signatory General Meeting (SGM) the Company’s latest annual accounts, any required accompanying reports and the auditor’s report.

• Confirm the appointment of the auditor
  When the PRI is required by the UK Companies Act to appoint an auditor the PRI must seek sigantories’ prior approval.

• Approve the minutes of an SGM
  The proceedings of each SGM are minuted. Signatories will be asked to approve the minutes by a simple majority vote.

• Formal consultation
  The PRI will hold a Formal Consultation with signatories before adopting a three-year strategic plan or making any material changes to the governance structure, Objects, Mission, Principles or fee structure. The PRI must publish a Formal Consultation document and allow at least four weeks for consultation. The board must publish a document setting out the directors’ proposals and decisions in light of the Formal Consultation.

• Call for an extraordinary election of directors
  Signatories can have the PRI arrange an election for all ten elected board positions. If at least 3% of all signatories write to the PRI requesting an Extraordinary Election, the directors must arrange an electronic poll of all signatories on whether an Extraordinary Election should take place. The election will go ahead if approved by a simple majority vote, including a simple majority of asset owner voters.

• Propose a non-binding resolution
  The PRI must put to the vote any resolution requested by at least 3% of asset owners, investment managers or service providers. If a simple majority of voters approve the resolution, the board must report on its deliberations and responding action on a comply-or-explain basis.

For more information on signatory rights and responsibilities see the Articles of Association. If you have any queries related to your rights as a PRI signatory, please contact [email protected].