2016 ICGN Annual General Meeting

Transcription

1 Item 14, June ICGN Board Meeting 2016 ICGN Annual General Meeting Composition of the Nomination Committee Erik Breen, Chair, ICGN Board of Governors The ICGN Nomination Committee is constituted in accordance to the ICGN s Articles of Association. The composition of the Committee is approved by the ICGN membership to which it reports its recommendations for Board elections. The Committee s purpose is to recommend to the ICGN membership up to 12 members for election to serve on the ICGN Board of Governors. In doing so, the Committee recognises the ICGN s mission and Board diversity policy, noting that the historic strength of the ICGN comes from the investing community. The Committee is also cognisant of the recommendations arising from the annual board evaluation suggesting that it would be advantageous for the ICGN Board to include more UK and US candidates, preferably senior investors and also that there should be careful consideration given to more longer term succession planning. The Board is grateful for the commitment from the ICGN Nomination Committee members, under the chairmanship of Anita Skipper. We are particularly grateful to Jean- Pierre Hellebuyck, who steps down from the Committee, and to Carol Hansell who joins the Committee for the year ahead. In addition, following queries from ICGN Members at past AGMs and responses to the annual ICGN membership survey there has been a review of ICGN Board nomination process in the past year. A Nominations Review Group was tasked with this review and composed of two members of the Nominations Committee, two current board members and led by Frank Curtiss. The Group has delivered its report to the Board as well as to the Nominations Committee and a number of recommendations have been implemented. Among others, the Board s chair and vice-chair now are invited by the Nomination Committee chair to join its meetings as observers. The ICGN Board is grateful to the Nominations Review Group members for their recommendations. We respectfully submit the following composition of the Nomination Committee for the coming year for the approval of the ICGN membership: Rients Abma, Eumedion, Netherlands Frank Curtiss, ICSA: The Governance Institute, UK Michelle Edkins, BlackRock, USA Carol Hansell, Hansell Associates, Canada 1

2 Mark Preisinger, Coca-Cola Company, USA Anita Skipper, Aviva Investors, UK (Chair) Short biographies of each of the members of the committee are provided in the Appendix below. Erik Breen, Chair ICGN Board of Governors 2

3 Appendix: Nomination Committee Member Biographies Rients Abma, Eumedion, Netherlands Rients Abma has been the Executive Director of Eumedion since the 1 st of January Eumedion is the Dutch Corporate Governance Platform for Institutional Investors. At the moment, Eumedion counts 70 Dutch and non-dutch members, representing in total more than 1 trillion euro of invested capital and around 30% of Dutch listed shares. Between 2000 and 2005, Rients worked at the Ministry of Finance as a senior policy advisor in the corporate governance area. In 2003 he was the secretary of the Tabaksblat Committee (the Dutch Corporate Governance Committee) and between the end of 2004 and the 1 st of August 2005 secretary of de Monitoring Committee Corporate Governance Code (Frijns Committee). Between February 1996 and February 2000 he worked as the secretary of Economic Affairs at the employers federation VNO-NCW. Between July 2007 and September 2011, Rients was a Board member of the ICGN. Currently, he is member of ICGN s Shareholder Rights Committee, of ICGN s Nomination Committee and of ICGN s Awards Committee. In addition, he is a member of the Board of the Dutch Accounting Standards Foundation, member of the Netherlands Authority for the Financial Markets (AFM) Committee on Financial Reporting & Accountancy, member of the AFM Advisory Panel of Representative Organisations, member of the Governance, Risk and Compliance Committee of the Royal Netherlands Institute of Chartered Accountants member of the Advisory Board of the Business and Law Research Centre of the Faculty of Law of the Radboud University Nijmegen and member of the Editorial Board of the journal Goed Bestuur & Toezicht ( Good Governance ). Rients earned his Masters degree in General Economics, with concentrations in Monetary Economics, from the University of Groningen. Frank Curtiss, UK President, ICSA: The Governance Institute, UK Frank is a Fellow of the UK Chartered Institute of Management Accountants (CIMA) and the Institute of Chartered Secretaries and Administrators (ICSA). He was appointed to the ICSA Council in 2010 and was UK Vice President and Treasurer from 2011 to 2015 and is currently UK President, ICSA - The Governance Institute for During his career, Frank worked in both the private and public sectors. He started his career in finance as a trainee with Williams & Glyn s Bank in 1982 on graduating from University College London with a Bachelor s degree in English. Prior to 1990, he worked in the UK university sector as an accountant. Until his retirement in April 2016, Frank was Head of Corporate Governance at RAILPEN Investments, the investment management and monitoring arm of the Railways Pension Trustee Company. He joined the company in 1990 and was responsible for corporate governance from 1997 to 2016 with particular emphasis on good corporate governance and shareholder engagement with portfolio companies. He has been a member of the ICGN since He was Chairman of the Non-Financial Business Reporting (NFBR) Committee from 2005 to 2010 and oversaw the production of the ICGN Statement and Guidance on NFBR published in December He was originally elected to the ICGN Board in 2009 and was appointed as the ICGN board liaison member to the Accounting and Auditing Practices Committee and the Integrated Business Reporting Committee. He was vice-chairman of ICGN in and chaired the ICGN Finance Committee from 2010 to He continues to serve on the Accounting and Auditing Practices Committee and the Integrated Business Reporting Committee. He has also served on several conference planning committees over the last 3

4 ten years or so. He was appointed to the ICGN Nomination Committee in 2015 at the end of his term as a board member and led a wide ranging view of the board nomination process in autumn He is a strong supporter of integrated reporting and continues to serve the International Integrated Reporting Council as an IIRC Ambassador. He is also interested in accounting and auditing issues and continues to work with other investors seeking reform on auditor tenure and the review of accounting standards in the UK and beyond. He is also a member of the Hellenic Corporate Governance Council, the guardian of the Greek corporate governance code, as an overseas investor representative. He was chairman of the trustees of the Clubs for Young People pension scheme until 2015 and the ICSA staff pension scheme until He continues to serve as a trustee of the CIMA staff pension scheme and as a member of the advisory council of the Occupational Pensions Defence Union. He is also a trustee of various ICSA education and welfare charities and is chairman of the Chartered Secretaries Charitable Trust. He held a voluntary role in clinical research governance in UK National Health Service as a lay member of the Research Ethics Committee of the National Hospital for Neurology and Neurosurgery in London from 2004 to Michelle Edkins, BlackRock, USA Michelle Edkins is a Managing Director at BlackRock and Global Head of its Investment Stewardship team of 22 specialists based in five key regions internationally. Michelle s main responsibility is overseeing the team s engagement on corporate governance, including environmental and social factors, with the companies in which BlackRock invests on behalf of clients. She also serves on the firm s Global Operating, Human Capital and Government Relations Steering Committees. An active participant in the public corporate governance debate, she was named in the NACD Directorship 100 Governance Professionals list the past four years. She is also a Fellow of the Aspen Institute s First Movers program and, amongst other external commitments, serves on Steering Committee of the US 30% Club and the Advisory Council of the International Integrated Reporting Council. An economist by training, Michelle has also worked in the UK in a number of governance-related roles and in government roles in her native New Zealand. Carol Hansell, Hansell LLP, Canada Carol Hansell is the Founding Partner of Hansell LLP, an independent firm dedicated to advising boards, management teams, institutional shareholders and regulators in connection with legal and governance challenges. She is a long time member of the ICGN and served on its Board of Governors for 5 years. She has been at the forefront of governance policy development in Canada and the United States for more than 25 years. She is the only non-american to serve as the Chair of the Corporate Governance Committee of the American Bar Association (Business Law Section) and continues to serve as Special Canadian Advisor to the Corporate Laws Committee of the ABA. She is a Fellow of the Institute of Corporate Directors and of the American College of Governance Counsel. Carol is also an experienced director, serving on the boards of public companies, private companies, government owned enterprises and arts organizations. Mark Preisinger, Coca-Cola Company, USA Mark Preisinger is Director of Corporate Governance for The Coca-Cola Company. He is responsible for coordinating engagement between the company and its institutional and individual shareowners, with a primary focus on corporate governance, environmental 4

5 and social issues. Mark joined the Coca-Cola Company in 1984 and has managed a variety of domestic and international assignments for the business. Since 2007, he served as Vice President of Public Policy and Stakeholder Engagement overseeing the development and execution of strategies to manage public policy issues for the Company. Mark serves on the Advisory Board for the Ira M. Millstein Centre for Global Markets and Corporate Ownership at the Columbia Law School; on the Board of Directors of the IRRC Institute and is an Emeritus member of the Advisory Board of the Weinberg Centre for Corporate Governance at the University of Delaware. Mark is a past member of the Board of Governors of the ICGN; a past Co-Chair of the Council of Institutional Investors and he has been listed on the NACD 100 most influential people in the boardroom community. Mark is a frequent speaker on programs related to corporate governance. Anita Skipper, Aviva Investors, UK Anita advises on the development of Aviva Investors corporate governance and voting policies, carries out engagement with companies and takes responsibility for special projects on developing ESG issues. She represents Aviva Investors at the Investment Association s Corporate Governance and Engagement Committee and is also a member of several UK and global governance forums. Anita's governance experience began in 1993 when she was appointed Head of Corporate Governance at Norwich Union Investment Management (now Aviva Investors), soon after the publication of the Cadbury Code and ran the Corporate Governance team until She was a founding member of the Corporate Governance Forum and was a Governor on the International Corporate Governance Network s Board. In 2011 Anita was voted the most influential woman in asset management in Europe by Financial News. Anita has a law degree from Nottingham University in the UK. 5