PRI GOVERNANCE

THE PRI BOARD

The PRI Association is governed by the PRI Association Board (the Board) as set out in the Articles of Association of PRI Association.

The Board is collectively responsible for the long-term success of the PRI, in particular:

  • 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;
  • being responsible to relevant stakeholders.

The Board is composed of:

  • one independent Chair (confirmed by a signatory vote);
  • ten Directors*:
    • seven elected by asset owner signatories;
    • two elected by investment manager signatories;
    • one elected 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. For details of the current members of the Board, see the PRI Board page.

If you would like to raise issues for the Board to consider, please email governance@unpri.org.

*On the date of the adoption of the new Articles, the former PRI Advisory Council representatives became Directors on the new PRI Board and will serve the remainder of their original elected term. Under this scenario, the new PRI Board will achieve its targeted composition in January 2017.

UPCOMING BOARD MEETINGS

  • 5 September 2016 – Singapore
  • 1 December 2016 – London
  • 2 & 3 March 2017 – London
  • 6 & 7 July 2017 – Oslo

RULES, POLICIES AND TERMS OF REFERENCE

These documents, referred to in the Articles, enshrine the procedures and practicalities required to give effect to each Article in more detail. The Board approved the following Rules, Policies and Terms of Reference in June 2015, following signatory consultation:

COMMITTEES

A number of committees to facilitate the workings of the Board were established within the new governance structure in April 2015.

Each committee will report annually on its activities in the Signatory General Meeting (SGM) papers and present a summary at the SGM itself. If you have any questions on the roles of the committees or would like to raise an issue with a committee chair, email: governance@unpri.org.

ETHICS

Members: Niels Erik Petersen (Chair), Geeta Aiyer, Marcel Barros, Xander den Uyl

The committee is responsible for overseeing the values, ethics and good reputation of the PRI, including matters related to the PRI Association Board Code of Ethics.

Terms of Reference

FINANCE, AUDIT AND RISK

Members: Colin Melvin (Chair), Mark Chaloner, Priya Mathur

The committee assures the Board of: the veracity of the financial statements, the efficacy of risk management and the strength and appropriateness of control processes across the PRI. The committee’s responsibility and authority covers the entire PRI Association and any joint ventures that may be entered into.
 

Terms of Reference

HUMAN RESOURCES AND REMUNERATION

Members:  Renosi Mokate (Chair), Mark Chaloner, Xander den Uyl

The committee ensures that the human resources and remuneration arrangements support the strategic aims of the PRI Association and enable the recruitment, development and retention of staff. They must comply with regulatory and governance requirements, satisfy the expectations of members and meet target employees’ expectations.
 

Terms of Reference

SIGNATORY AND STAKEHOLDER ENGAGEMENT

Members: Priya Mathur (Chair), Sandra Carlisle, Angela Emslie, Renosi Mokate, Gavin Power, Peter Webster, Eric Usher

The committee guides the Board and Executive on: signatory status and categorisation, active participation of signatories in PRI activities and work streams, effective communication with signatories, outreach to prospective signatories and effective partnerships with key stakeholders.

Terms of Reference

SKILLS, DIVERSITY AND ELECTIONS

Members: Angela Emslie (Chair), Geeta Aiyer, Sandra Carlisle, Peter Webster

The committee guides the Board on the measures to promote the diversity and appropriate skills and expertise for it to carry out its duties effectively. It facilitates the process for the Board to evaluate the Board Chair’s performance and supports the Board in overseeing the election process.
 

Terms of Reference

Signatory General Meeting

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.

For more information on the SGM see the PRI Signatory General Meeting Rules.

Upcoming SGM:
Tuesday 6 September 2016, 14:00-15:45, at the Marina Bay Sands Hotel, Singapore

Past SGMs:

The proceedings from each SGM must be minuted.

PRI GOVERNANCE REVIEW (SEP 2013 - APR 2015)

The current PRI governance structure was established on 1 April 2015, following a comprehensive, independent 18-month governance review and extensive signatory consultation, paving the way for a simpler, more transparent and accountable governance structure.

Sep-Dec 2013

Announcement

The PRI announced at the 2013 Signatory General Meeting (SGM) in Cape Town that it would carry out a formal review of its governance structure and processes.

The draft scope for consultation was released to signatories for comment by the end of February 2014. 

Jul-Aug 2014

Signatory Consultation

The PRI consulted signatories on the independent reviewer’s ten initial recommendations, which were accompanied by a cover note from the Advisory Council Chair.

The independent reviewer updated its ten recommendations following the feedback from signatories.

Sep 2014

Proposal

The PRI outlined the proposed changes at the 2014 SGM in Montreal.

Jan 2015

Signatory Vote

Prior to opening voting on the changes, the PRI invited all signatories to review the revised Articles and the accompanying cover note from the Advisory Council Chair, providing a key to the changes.

97.6% of asset owner and 96% of non-asset owner voters approved the revised Articles.

Apr 2015

Consultation on Rules, Policies, Terms

The PRI sought signatory feedback on the Rules, Policies and Terms of Reference that enshrine the procedures and practicalities required to give effect to each Article.

Following the consultation, the Board approved the Rules, Policies and Terms of Reference (listed above) in June 2015.