Comptroller Stringer, NYC Funds: New Corporate Governance Guidelines For City Pension Funds Call For Greater Gender, Racial & LGBT Diversity On Corporate Boards
May 20, 2016
New policies enacted by NYC Funds will drive long-term shareowner value
Boards should be climate competent, avoid excessive tenure, rein in excessive CEO pay, and ensure responsible labor practices
(New York, NY) – On Friday, New York City Comptroller Scott M. Stringer announced the adoption of new Corporate Governance Principles and Proxy Voting Guidelines by the New York City Pension Funds that expand the definition of board diversity beyond race and gender to include LGBT directors as well as other significant new criteria meant to enhance long-term investment value.
“The New York City Pension Funds believe that encouraging diversity in the boardrooms of our portfolio companies is not only the right thing to do, it’s the best way to achieve our investment goals,” Comptroller Stringer said. “Today, the City Funds are taking an important step forward by explicitly defining board diversity to include the LGBT community in our updated corporate governance policies. These new guidelines are the starting point of any conversation we will have with our portfolio companies. I commend the leadership of the five pension funds for helping us implement these standards.”
The formal adoption of these policies affirms and expands upon the funds’ longstanding commitment to responsible share ownership, and for the first time will make widely available their expectations for how companies should be governed and how they will vote corporate proxies at the nearly 3,500 U.S. companies in which the pension funds own shares. Typical voting matters include proposals to elect directors, approve executive pay as well as mergers and acquisitions, and adopt responsible governance, workplace and environmental policies, among other matters.
In 1987, the City’s pension funds were among the first institutional investors to adopt formal proxy voting policies. While the guidelines have been updated regularly to address new issues and evolving practices, this is the first major overhaul of their format and public disclosure since the initial adoption. These new policies set out a framework for how the funds will engage with companies on issues such as:
- Board Diversity: The policies emphasize the importance of diversity on corporate boards. In defining diversity, the funds highlight racial and gender diversity, and incorporate explicit reference to LGBT directors for the first time.
- Board Oversight of Climate Risk and Human Capital Management: Boards should include directors with the necessary skills and experience to oversee strategy and risk, including climate-related and other environmental challenges. Boards should also have the capacity to oversee human capital development-which includes fair labor practices, diversity, training and development, health and safety, and responsible contracting.
- Excessive Board Tenure: The funds may vote against incumbent directors serving on governance committees if a board fails to adequately refresh its membership, as demonstrated by a combination of excessively high average director tenure and failure to add new directors in recent years.
- Executive Pay: The policies lay out the funds’ expectations for companies to align executive compensation with shareowners’ interests and formally defines problematic pay practices that the funds oppose, including, for the first time, an excessively high disparity between CEO pay and median worker pay compared to peers or over time that lacks a compelling justification.
- Human Rights and Fair Labor Practices: The policies affirm the funds’ continued support for compliance with international human rights principles and labor conventions as well as its decades-long support for sexual orientation and gender identity non-discrimination policies in the workplace.
- Responsible Environmental Stewardship: The policies affirm the funds’ expectation that companies disclose and manage environmental risks and articulates the funds’ position on climate risk, energy efficiency, energy renewables, recycling, and toxic and hazardous materials.
The new guidelines were approved by the five New York City Pension Funds, which include the Teachers Retirement System, the New York City Employees’ Retirement System, the Police Pension Fund, the Fire Department Pension Fund and the Board of Education Retirement System of the City of New York. The guidelines are consistent for all five funds, however, each fund retains discretion to modify existing or implement new guidelines that are specific to its fund.
“These new guidelines build upon the New York City Pension Funds’ rich history and experience as active shareowners and bring our policies formally in line with leading practices. We want companies to think for the long-term and to know that we vote consistent with our long-term interests. Whether it’s climate competence and human capital management, fair labor standards and human rights or strong environmental stewardship, these policies reflect the world in which we live and the boards that we want guiding our investments for years to come,” Stringer said.
To view the new policies for the New York City Employees’ Retirement System, New York City Police Pension Fund, New York City Fire Department Pension Fund and the Board of Education Retirement System, please click here.
To view the new policies for the Teachers’ Retirement System, please click here.
Comptroller Stringer serves as the investment advisor to, and custodian and a trustee of, the New York City Pension Funds. The New York City Pension Funds are composed of the New York City Employees’ Retirement System, Teachers’ Retirement System, New York City Police Pension Fund, New York City Fire Department Pension Fund and the Board of Education Retirement System.
In addition to Comptroller Stringer, the New York City Pension Funds’ trustees are:
New York City Employees’ Retirement System: Mayor Bill de Blasio’s Representative, John Adler (Chair); New York City Public Advocate Letitia James; Borough Presidents: Gale Brewer (Manhattan), Melinda Katz (Queens), Eric Adams (Brooklyn), James Oddo (Staten Island), and Ruben Diaz, Jr. (Bronx); Henry Garrido , Executive Director, District Council 37, AFSCME; John Samuelsen, President Transport Workers Union Local 100; Gregory Floyd, President, International Brotherhood of Teamsters, Local 237.
Teachers’ Retirement System: Mayor Bill de Blasio’s Appointee, John Adler; Chancellor’s Representative, Raymond Orlando, New York City Department of Education; and Debra Penny, Thomas Brown and David Kazansky, all of the United Federation of Teachers.
New York City Police Pension Fund: Mayor Bill de Blasio’s Representative, John Adler; New York City Finance Commissioner Jacques Jiha; New York City Police Commissioner William Bratton (Chair); Patrick Lynch, Patrolmen’s Benevolent Association; Michael Palladino, Detectives Endowment Association; Edward D. Mullins, Sergeants Benevolent Association; Louis Turco, Lieutenants Benevolent Association; and, Roy T. Richter, Captains Endowment Association.
New York City Fire Department Pension Fund: Mayor Bill de Blasio’s Representative, John Adler; New York City Fire Commissioner Daniel A. Nigro (Chair); New York City Finance Commissioner Jacques Jiha; Stephen Cassidy, President, James Slevin, Vice President, Edward Brown, Treasurer, and John Kelly, Brooklyn Representative and Chair, Uniformed Firefighters Association of Greater New York; John Farina, Captains’ Rep.; Paul Ferro, Chiefs’ Rep., and James J. McGowan, Lieutenants’ Rep., Uniformed Fire Officers Association; and, Thomas Phelan, Marine Engineers Association.
Board of Education Retirement System: Schools Chancellor Carmen Fariña’s Representative Raymond Orlando; Mayoral: Issac Carmignani, T. Elzora Cleveland, Gary Linnen, Vanessa Leung, Lori Podvesker, Stephanie Soto, Miguelina Zorilla-Aristy; Benjamin Shuldiner, Laura Zingmond (Manhattan BP), Fred Baptiste (Brooklyn BP), Debra Dillingham (Queens BP) and Kamillah Payne-Hanks (Staten Island BP); and employee members Joseph D’Amico of the IUOE Local 891 and Milagros Rodriguez of District Council 37, Local 372.