2021 PRI Board mid-term elections and asset owner voting

2021 PRI Board mid-term election results

The 2021 PRI Board mid-term election is for one asset owner representative position.

One candidate nominated during the ‘exclusivity period’, for the one open asset owner position on the PRI Board. As defined in the Election Rules, asset owner signatories have to approve the candidate’s appointment as a Director by a simple majority vote.

Asset owner signatories were invited from 7 June to 2 July to vote to approve Takeshi Kimura’s appointment, abstain, or vote against. 214 out of 606 (35.3%) asset owner signatories voted in the 2021 PRI Board mid-term elections. 197 asset owner signatories voted to approve Takeshi Kimura’s appointment as the PRI Board Director, 17 abstained and none opposed. The PRI Board has approved Takeshi Kimura’s appointment as the PRI Board Director. Takeshi Kimura’s term as the PRI Board Director starts on 19 July.

2021 PRI Board mid-term election participation

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 mid-term election is for one asset owner position therefore only asset owner signatories are eligible to vote for asset owner candidates. Each asset owner signatory had one vote.

The voting was 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.

If you have any other queries, please contact [email protected].

Background

Hiro Mizuno’s term on the PRI Board as an asset owner signatory representative ended on 31 March. Mr Mizuno’s term as a member of the endowment investment committee at the University of Tokyo had come to an end and PRI Board members must be supported by a PRI signatory.

The PRI’s Articles of Association and Election Rules have provisions that if, during a calendar year, there is a vacancy or there are vacancies on the board for any of the asset owner, investment manager or service provider positions, the Directors may organise a mid-term election by signatories of the relevant category or relevant categories to fill such vacancy or vacancies.

The PRI Board’s view is that geographic representation amongst asset owners is important. Therefore, it has organised a PRI Board mid-term election and encouraged nominations from candidates from Asia, via an ‘exclusivity period’.

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 election 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: 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 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. The PRI considers it is 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’ terms, see the table below.

Current board directors

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

Skills, experience and diversity

As part of the 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 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.

In addition to having an exclusivity period for asset owner candidates from Asia the board is encouraging candidates:

• with governance skills and senior leadership experience; and
• with demonstrated leadership in responsible investment.

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

2021 PRI Board mid-term election timetable

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 best interests of the PRI as a whole.

Term

Each Director who is elected in the PRI Board mid-term election is elected for a term commencing on the date of his or her election and ending on 31 December of the second calendar year immediately following the end of the calendar year in which the Director is elected. No Director may serve for more than three consecutive terms as an elected Director.

The successful candidate in the PRI Board mid-term election will be elected for approximately two years and five months. The candidate is expected to serve until 31 December 2023.

Time allocation

Due to the Covid-19 pandemic, all meetings are being held online via video conference until further notice. The expectation is that Directors will participate in every meeting. At the moment there are 3-5 agenda items per meeting and preparation is dependent on the Director and the respective agenda item. Directors are expected to dedicate additional reading and preparation time leading up to meetings.

Post-Covid, the expectation is that the board meetings will be a mixture of virtual and in person. The board is considering 2 annual in-person meetings, likely to be 1.5 days each, to discuss key items such as strategy. The time commitment is 12-14 days including meetings, preparation and excluding travel. This will be the maximum time commitment in a scenario when the meetings are hybrid.

Board members are typically appointed to one or two board committees. The five committees (Finance, Audit and Risk; Governance; Human Resources and Remuneration; Policy; Signatory Status) 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 1.5 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 committee in a calendar year.

Attendance at virtual and/or in-person planned and ad hoc board meetings, committee meetings, and conference calls will be recorded in the annual Signatory General Meeting papers and on the PRI website.

Expenses

The PRI is a not-for-profit organisation and does not compensate Directors. The PRI will offer to make a contribution towards 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.

2021 PRI Board annual elections

The PRI Board annual elections is for four asset owner and one investment manager representative positions. Nominations are open from 7 June 2021 until 27 August 2021. Signatory voting will commence in September 2021. For more information visit the website. To register your interest to nominate, please contact: [email protected].