Signatories vote to approve PRI governance changes

Signatories to approve governance change

February 04, 2015

The PRI is pleased to announce that an overwhelming majority of its signatories have voted in favour of the new board governance structure and articles of association. The vote follows on from an 18-month independent review and extensive signatory consultation, paving the way for a simpler, more transparent and accountable governance structure which will come into effect in April 2015.

By the close of voting on 30 January, 97.6% of asset owner and 96% of non-asset owner (investment managers and service providers) signatories that voted approved the revised Articles of Association for PRI Association. The Articles reflect the 10 recommendations of the governance review, PRI Governance Review, and were forwarded to all signatories in December to consider ahead of the vote.

Under the current Rules of PRI Association, the changes must now be approved by the asset owner representatives of the Advisory Council. This will take place at the Advisory Council’s next meeting in New York on 5-6 March, enabling the new PRI Board and governance structure to come into effect on 1 April. Current Advisory Council representatives will become Directors on the new PRI Board and will serve the remainder of their original elected terms.

As part of the review’s next phase of implementation, the Articles instruct the Directors to develop and publish certain Rules and Policies on the PRI website, including Signatory Rules; Election Rules; Procurement Policy; Code of Ethics; Diversity Policy; Signatory General Meeting Rules; Terms of Reference for Directors; and Terms of Reference for Committees. These will enshrine the procedures and practicalities required to give effect to each Article in more detail, and will be developed for adoption at the first in-person meeting of the new Board in June. Drafts of each Rule and Policy will be distributed to signatories to review and provide feedback in March.

“The governance review demonstrates our commitment to be responsive to the needs and concerns of our divergent signatory base,” said Martin Skancke, chair of the PRI Advisory Council. “And the incredibly positive response we have received shows that signatories are pleased with the direction we are now taking. In addition to a single governing body, the new Articles will deliver more opportunities for signatories to participate in governance matters and also broaden the eligibility requirements for Directors, promoting diversity while deepening the skills and experience of the Board. This is an excellent outcome for signatories and the PRI as a whole and I am very proud of what we have been able to achieve. I would like to thank you again for your feedback and participation throughout the process to reform our governance.”

PRI will report on the outcomes of our next meeting in New York in mid-March.