We encourage signatories to participate actively in all areas of PRI governance, and there are regular opportunities for all categories of signatory to do so. 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 three-year strategic plan and the SGM is an opportunity to present in person the progress of the PRI as well as the decisions that the Board and its committees have made over the preceding year.
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.
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.
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.
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.
When the PRI is required by the UK Companies Act to appoint an auditor the PRI must seek sigantories' prior approval.
The proceedings of each SGM are minuted. Signatories will be asked to approve the minutes by a simple majority vote.
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.
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.
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.
The PRI wants to encourage an active dialogue between signatories and the Board. The SGM, the annual general meeting of signatories that is usually held in conjunction with PRI in Person, is an important forum for communication between the Board and signatories. The Board encourages signatory participation, either in person or via webcast. The SGM is an opportunity for the Board to report to signatories on the PRI’s strategy and its implementation; the work undertaken by the Board and its committees; forthcoming Board elections; any formal consultations or non-binding resolution results; and any other ordinary and special business. Signatories can put forward agenda items to the SGM for discussion.