Signatory voting formally closed on 28 November. The results are as follows:
- Martin Skancke confirmed as PRI Chair for a second three year term, by a majority of signatories voting, including a majority of asset owners voting.
- Marcus Madureira, Planning Director, PREVI, confirmed as an asset owner representative for a first term.
- Priya Mathur, Board member, CalPERS, confirmed as an asset owner representative for a third term.
- Renosi Mokate, Chairperson, Board of Trustees, GEPF, confirmed as an asset owner representative for a second term.
- Tycho Sneyers, Managing Partner, LGT Capital Partners, elected as an investment representative for a first term.
- Annual Report and Accounts approved.
- Signatory General Meeting (SGM) minutes approved.
Breakdown of the results:
|Asset owners||139 (94.6%)||7 (4.8%)||1 (0.7%)|
|Investment managers||394 (91.8%)||30 (7.0%)||5 (1.2%)|
|Service Providers||79 (95.2%)||4 (4.8%)||0 (0.0%)|
Asset owner candidates
|Marcus Madureira, PREVI||134 (91.2%)||12 (8.2%)||1 (0.7%)|
|Priya Mathur, CalPERS||133 (90.5%)||13 (8.8%)||1 (0.7%)|
|Renosi Mokate, GEPF||131 (89.1%)||14 (9.5%)||2 (1.4%)|
Investment manager vote
|Tycho Sneyers, Managing Partner, LGT Capital Partners||109 (25.4%)|
|Therese Niklasson, Global Head of ESG, Investec Asset Management||70 (16.3%)|
|Carol Geremia, President (designate), MFS Investment Management||69 (16.1%)|
|Lisa Hagerman, Director of programs, DBL partners||37 (8.6%)|
|Alexandra Morris, Chief Investment Officer, Skagen AS||36 (8.4%)|
|Scott Mather, Chief Investment Officer, Core Strategies, PIMCO||27 (6.3%)|
|Radha Kuppalli, Executive Director, Investor Services, New Forests Pty Ltd||25 (5.8%)|
|Adi Herzberg, Head of Legal, Fund Structuring, US and Latin America; Director, General Counsel Department, Credit Suisse Group AG||21 (4.9%)|
|Stephen Peel, Co-Founding Partner, Novalpina Capital||12 (2.8%)|
Annual accounts and SGM minutes
|Annual report and accounts||Asset owners||137 (93.2%)||10 (6.8%)||0 (0.0%)|
|Investment managers||388 (90.4%)||41 (9.6%)||0 (0.0%)|
|Service providers||78 (94.0%)||5 (6.0%)||0 (0.0%)|
|SGM minutes||Asset owners||129 (87.8%)||18 (12.2%)||0 (0.0%)|
|Investment managers||348 (81.1%)||80 (18.6%)||1 (0.2%)|
|Service providers||75 (90.4%)||8 (9.6%)||0 (0.0%)|
2017 PRI Board election
ASSET OWNER CANDIDATES
|Name||Role||Gender||Organisation||Region||Type||Signatory since||Seconding signatory||Statement and video|
|Marcus Madureira||Planning director||Male||Caixa de Previdência dos Funcionários do Banco do Brasil (PREVI)||Latin America||Pension fund||2006||ABP; CalPERS; Petros||
|Priya Mathur||Board member||Female||California Public Employees' Retirement System (CalPERS)||N. America||Pension fund||2006||GIPF Japan||Statement
|Renosi Mokate||Chairperson, Board of trustees||Female||Government Employees Pension Fund of South Africa||Africa||Pension fund||2006||Eksom pension and provident fund||Statement
INVESTMENT MANAGER CANDIDATES
|Name||Role||Gender||Organisation||Region||Type||Signatory since||Seconding signatory||Statement and video|
|Female||MFS Investment Management||N. America||Fund management||2010||Boston Trust & Investment Management||
|Lisa Hagerman||Director of programs||Female||DBL partners||N. America||Private equity – Impact Venture Capital||2014||Bridges Fund Management||
|Adi Herzberg||Head of Legal, Fund Structuring, US and Latin America; Director, General Counsel Department||Female||Credit Suisse Group AG||Europe||Fund management; Fund of funds, manager of managers, sub-advised products; Execution and advisory services||2014||Brawn Capital||
|Radha Kuppalli||Executive Director, Investor Services||Female||New Forests Pty Ltd||Australia||Fund management||2010||Generation Investment Management||
|Scott Mather||Chief Investment Officer, Core Strategies||Male||PIMCO||N. America||Fund management; Fund of funds, manager of managers, sub-advised products||2011||Allianz Asset Management||
|Alexandra Morris||Chief Investment Officer||Female||Skagen AS||Europe||Fund management||2012||Pareto Asset Management / Odin Funds||
|Therese Niklasson||Global Head of ESG||Female||Investec Asset Management||Europe / Africa||Discretionary, active fund management||2008||
|Stephen Peel||Co-Founding Partner||Male||Novalpina Capital||Europe||Private Equity||2017||TowerBrook Capital Partners||
|Tycho Sneyers||Managing Partner||Male||LGT Capital Partners||Europe||Fund management; Fund of funds, manager of managers, sub-advised products||2008||MN||Statement
SIGNATORY RIGHTS & THE PRI BOARD
Nominating candidates for the annual elections and electing PRI Board directors are important signatory rights and responsibilities. The PRI encourages signatories to participate in our annual Board nomination and election process to maintain a vibrant and representative PRI Board.
The Board is collectively responsible for the long-term success of the PRI and in particular for: establishing the PRI’s mission, vision and values; 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 ‘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 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 at the end of their three-year terms (highlighted) see below.
CURRENT BOARD DIRECTORS
|Role / elected by||Director||Signatory||Signatory HQ country||Term|
|Chair||Martin Skancke||Independent||Norway|| 2015-2017|
|Directors elected by asset owner signatories||Marcel Barros||PREVI||Brazil ||2015-2017|
|Eva Halvarsson||Second Swedish National Pension Fund (AP2)||Sweden||2017-2019|
|Priya Mathur||CalPERS||US ||2015-2017|
|Hiro Mizuno||Government Pension Investment Fund||Japan||2017-2019|
|Renosi Mokate||Government Employees Pension Fund (GEPF)||South Africa||2015-2017|
|Xander den Uyl||ABP||Netherlands||2016-2018|
|Directors elected by investment manager signatories||Geeta Aiyer||Boston Common||US||2015-2017|
|Sandra Carlisle||HSBC Asset Management||UK||2016-2018|
|Director elected by service provider signatories ||Peter Webster||Vigeo Eiris||France||2017-2019|
2017 ELECTION OPEN POSITIONS
The 2017 PRI Board election is for:
- three asset owner positions; and
- one investment manager position.
Asset owner signatories vote for asset owner candidates. Each asset owner signatory will have three votes. The three candidates who receive the highest number of votes are elected. Where the number of candidates is the same as the number of open positions, those candidates are not automatically deemed to be appointed as Directors. The appointment of the candidates as a Director requires the approval of a simple majority of asset owners voting for each candidate via the electronic poll.
Investment manager signatories vote for investment manager candidates. Each investment manager signatory will have one vote. The candidate who receives the highest number of votes is elected.
At the July 2017 meeting the PRI Board agreed to nominate the Chair for a second term to commence in January 2018. A person nominated by the Directors to be the Chair must, before taking office, have his or her appointment as Chair, and term of office (including commencement date), confirmed by the approval of a simple majority of signatories, including a simple majority of asset owner signatories, voting in an electronic poll. The Chair confirmation vote will take place at the same time as the director elections.
SKILLS, EXPERIENCE AND DIVERSITY
As part of its 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 votes.
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 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 asset owner elected directors that are set to continue on the Board are from Australasia (1), Europe (2) and Asia (1). The Board is therefore encouraging asset owner candidates from:
- North America; and
- Emerging Markets.
The current gender balance amongst the elected directors is fairly evenly balanced (5 males; 6 females). However four female directors are coming to the end of their terms in 2017. The Board is therefore encouraging female candidates.
At the July 2017 meeting the Board also agreed that an investment manager with unlisted assets skills and experience (inc. private equity, infrastructure, real assets) would complement the skills on the Board and add value to the Board’s discussions.
Candidates are asked to elaborate in their statements on their demonstrated governance experience, leadership within responsible investment, ESG expertise and other experience relevant to the long-term success of the PRI. This information – as well as information on the nominating signatory, the candidate biography, statement and video – will enable the signatory electorate to more easily compare the skills, experience and diversity of the respective candidates.
To be eligible to stand for the election, candidates must be a ‘relevant officer’, a person who is employed or otherwise serving as:
- the Chief Executive Officer of a Signatory;
- the Chief Investment Officer of a Signatory;
- 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;
- a director serving on the main governing board (and not merely any subsidiary boards, subordinate boards or committees) of a Signatory;
- a trustee of a Signatory;
- an executive employee of a Signatory in a role where his or her immediate line manager is a relevant officer; or
- a former relevant officer.
Candidates must be nominated by their signatory organisation and seconded by another signatory within the same signatory category. An asset owner candidate for example needs to be nominated by their signatory organisation and seconded by another asset owner.
The signatory putting a candidate forward must have contributed the invoiced financial contribution in the current year.
2017 ELECTION TIMETABLE
|Election week||Date||Event |
|1||19 June||Formal publication of the election notice and invitation for signatories to nominate candidates|
|10||23 August||Final day for nominations|
|15||25 September||Announcement of the election candidates at the Signatory General Meeting, PRI in Person, Berlin|
|18||w/c 16 October||Election voting opens|
|24||28 November||Election voting closes|
|25||w/c 4 December||Board announcement of the election results|
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 best interests of the PRI as a whole.
The Directors elected in this election will commence their terms on 1 January 2018. Each Director who is elected in an annual election is elected for a term of three calendar years.
The Board has three planned in-person two day meetings per year and one conference call, typically:
- 1 meeting in London (February/March);
- 1 meeting in a location decided by the Board (June/July).
- 1 meeting immediately before the annual PRI in Person conference (September); and
- 1 conference call (December).
The expectation is that Directors will participate in every in-person meeting and planned conference calls. Signatory events are usually organised around Board meetings as they are an opportunity for directors to meet signatories in the local markets and share expertise.
Board members are typically appointed to one or two Board committees. The committees (Ethics; Finance, Audit and Risk; Human Resources and Remuneration; Policy; Signatory and Stakeholder Engagement; and Skills, Diversity and Elections) 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 one hour conference call 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 Board committee in a calendar year.
The time commitment for Board and committee meetings together with PRI in Person conference and allied signatory events is typically 10-12 days per year excluding travel. Directors are also expected to dedicate additional reading and preparation time leading up to meetings.
Attendance at planned and ad hoc Board meetings and conference calls, and committee meetings and conference calls will be recorded in the annual Signatory General Meeting papers and on the PRI website.
The PRI will offer to make a contribution towards the travel expenses of Directors that attend in person meetings. The contribution will be agreed by the Board at the start of every financial year.
For more information on the role and responsibilities of directors see the Directors Terms of Reference.
For more information on the role of the Board, expectations of Directors and the application process:
- Email firstname.lastname@example.org to arrange a 1-1 call about the role, organise a call with a current Board Director in your local market, and / or register your interest.
- Read the Articles of Association of PRI Association and the underlying Rules and Policies, on the PRI governance page, including the Election Rules.