Transcripts For SFGTV Retirement Board 21016 20160216 : comp

Transcripts For SFGTV Retirement Board 21016 20160216

Of the members we want to see by way of the longer it takes you to figure out this the more interest youll owe them more than rather than less down the road none of us that that is but they dont achieve a very high payout on the monthly stipend so big please consider making this wholly and he appropriate advise to make the right decisions thank you very much. Anything else wants to speak in Public Comment seeing none, Public Comment is closed. Thank you very much mr. Clerk, call item number 4 item 5 angle an action approval of the minutes 2015 special retirement Board Meeting. A motion to accept those mens. Motion by commissioner paskinjordan and seconded by commissioner stansbury all in agreement can we take this all right. Anonymous to accept the minutes. Thank you that motion carries call item 6 mr. Clerk. Thank you. Is there a motion or discussion for item 6. Ill move the consent calendar. Motion moved by commissioner meiberger and seconded by commissioner paskinjordan same house, same call . Thank you all right. Next next item, please. Discussion item the Investment Community report. Thank you the Investment Committee met on january 27th as a body and basically this is be a little bit different Investment Community meeting this meeting was based on really having a thorough review and having our staff a competent very competent professional present to us in a way they manage on a daily business i work with the coy to make that come together he was impressed po to hear the. What the staff encounters on a daily basis in working with managers and consultants bringing the best possible information making balanced decisions i was impressed with the presentation id like to pub thank the cio and i too want to take a moment and acknowledge the work put in by staff for the presentation by way of information for the folks the audience the Investment Committee was present with active information within the presentation it was discussed the strategy and important update when was compelling about the presentation we had an opportunity to put a face oftentimes ooechlz and people own the team that are doing the analytical work it was great most impressive the team on the doing the Due Diligence my compliments to you, mr. All matters listed hereunder constitute a consent calendar, are considered to be routineer for pulling it together and compliment blessings with the foresight to structure it was important we opened the year 2016 by understanding the where we are and the direction we are going in i dont think theyd been done before but i was embraced one more Senior Member echo echo my condominiums but take a moment oftentimes the type relationships can be adversarial and combative the Investment Committee meeting levels the Playing Field and bring people to the table it is great for the educational background with even though prior Work Experience and thoughtfully put together. Anything else . Staff members that spoke very well and gives includes but senior people that have important roles not giving us a chance to speak within or too big strategies that are not yet discussed to educate the board but what was done is to follow in a significant level. Yes. Thats correct commissioner driscoll on the senior staff the plan so present them in the future investment meetings thats on the commission the 3 new hires will be presenting on march 27 or march 16 excuse me. And also mr. Ginsburg the staff was elated by the opportunity gave the commission an opportunity to kind of feel the Work Experience of the staff we put together a premier Investment Team the public plan space again thank you for the opportunity all the accolades to mr. Ginsburg id like e id like to romanced this on an annual basis recommend to the cio and the executive director something we plan to do unanimously to keep the integration as a partnership more than anything else it will give us an opportunity to upstairs the hurdle and the types of things on a daily basis but thats my recommendation moving forward. We hope no turnover. Yes. Any other members that want to speak if not really move on anything else do we need to take Public Comment an this item. Yes. Opening it up for Public Comment and item no. 7 a discussion on the Investment Committee report seeing none, Public Comment is closed. What he rays his hand. Public comment is closed. Okay. So could you please call item 8. A discussion for the report for calendar 2017 mr. Shaw. Robert shaw every year we present there report how our 2015 and he in this case proxies were yielded i want to make a couple of introductory comments in july we introduced a new orchestra arching policy regards to fossil fuel and environment issues that the majority of proxies were voted we voted against fossil fuel oriented items before this policy was put in place it is designed in much is way wale be voting in favor with those introductory comments im going to turn it over to michael if the Institutional Share Services to provide more detail. Thank you thank you for having me. Today to come to the board to apprehend on the proxy voting and talk about the proposed changes looking at 2015 i jutting just want to highlight a couple of items election of directors obviously the most previously lent topic and the proxy assess and just focus on that the proposals and touch on a couple of actual items the Corporation Elections 2015 supports for the drshgz raped at a high 96 percent and this is really has increased relative to the crisis whether nephews a lot of opposition to the Corporate Directors but slacked off a little bit whether there is descent against Corporate Directors it deals with behavorial issues theyre not responsive to trusts or concerns and such a proposal not being implemented raises concerns amongst the directors and also lack of responsiveness on board when it comes to high opposition votes the main one is negative compensation with the companies and not responsive to verify interests the results lack reprehensive of responsiveness and we have seeing areas of governance failing flurry call that to vote against the corporate boards for example, companies will vote and clarified their directors as living as directors annual accountability has caused shareholders to vote against and for a special meeting an example we saw stakeholder dissent and fee shifting bylaws companies to shift expense mitigations from the company to investors about both those issues have raised concerns among the investors and others descents of troshgs is lack of attention attendance alsottention attendance alntioa the second issue is proxy assess is a provision that gives the stakeholders to nominate their candidates to the board and 2015 was as big year particularly new york city Fund Supported you know hundred plus sponsors to the boards ask them to give shareholders the ability and the companies did put this provision for up for vote but some doesnt so total one and 20 proposals with the u. S. Corporations largely they s p and 94 came it vote and 55 received do majority votes thats a highlevel of support if the stakeholders community and assess were 64. 7 percent were expecting to see this trend continue in 2016 but that was a key area for the investors in 2015 the other area as i said is a compensation this is again one of the most prevalent items stakeholders get to vote own mandatory and the average level of support on exclusive compensation remains 91 percent instead 91. 5 percent in 2015 scomplard to lower finger whether the stakeholders disaccepts is own is performance disconnect or where there is a lack of responsiveness by the corporate boards theres been high opposition when it comes to the compensation passage percentage a company and the board didnt respond you know voters vote against it on the ballots we have seeing an increasing number of companies as a result of this vote the s p vote focusing on the big compensation and in 200648 percent of companies had a compensation system and 2014 that number roses to 77 percent so 48 of companies have the performa systems and 2014 is the last time we calculated the number 77 have it the performance pay is getting traction and an area. Voter in 2016 open the International Side briefly seeing a focus on diversity related issues a lot of countries have adapted the best practices around gender diversity and so were seeing a lot of issues and there is also focus on the european on the packages like spain has a governors code is focuses on the compensation he committee being independent and will oversee the compensation packages at corporate boards is switzerland has adams pay votes their binding same with the uc with the votes of the compensation is booinz so we expect to see a focus on the exclusive compensation to be center in 2016 as well in go 2015 last but not least looking at and japan has adopted a governance code with the board definition a lot of Japanese Group are dominated so a lot of focus on the under performance of Japanese Companies a focus in bringing in independent oversight for two independent boards to be named to those companies were seen shifts in 2015 the companies are recruiting dependent directors and the japanese board in order to approve performance so thats sums up the report for 2015 and were here to take any questions you might have basically one question i know youve asked it a breakdown on page 2 mr. Shaw about the results but it is nice to know whether were with or against firemens in terms of the shoulder id like to know if it passed i will know if we voted for against. My memory all the 4 issues have all failed. I think that number is available data you can add that. Ill get you the information. Every year. Anyone else on the u. S. Issues are those numbers accurate on page 2. They are their adequate from us a lot of e s issues were voted open across the marketplace the reason our total is low we dont own there is approximately between 35 and 4 hundred u. S. Trait companies we own 15 or 16g hundred so here on behalf of the appellant and this is the small segment it is very small. And then the last thing by exclusive coming this is versus the ceo type of role in terms of voting structure for probably the top discussion nonproxy voting and yeah. We are seeing one of the significant topics it get part theyre the subject of proposals and spraeks of the cso and chair and independent chair those get average 29 percent of support so theyre not getting support to effect change bank of america comes to mind why they had a provision that basically separated the roles and last Year Companies decided to combine the roles of the csos feedback by investors on that move and there was a special meeting that basically was organized to see if they go back to the separation and looks at in the end the investors supported the combination in this instance so investors that are okay with the combined ceo chair as long as there are things in place and a separation of roles the chairman should be tasked with purposing management and recruiting and elevating the cso a conflict with the positions are combined a lot of companies with looking at to counter that to address that we expect to see continued focus on the independent chairs the access which is really the key area to great accountability the second item were good evening to be seeing a lot of attention from a governance prospective if youre look at the climatic change and such but the second hottest topic. May i ask a followup how do we votes on that on or about. The ceo versus the chairman of the board. Ill check policy and get back to you i dont have that but my guess case by case. A supplied that came up last time. Is that okay. It came up on the wells fargo. What was the split. It is a split. What we verify that that is an important issue. I will verify the policy and report back. Okay. Well thank you for your presentation well go into Public Comment i have a couple of Public Comment cards first welcome back folks that are here as well as clara and others thank you. And thank you happy new year to you so talking about fossil fuel 24 board activated the social procedures calling for proxy voting in favor of climatic change in g h g in february 2014 and in may and june of 2015 from the office and myself came back to the board and pointed out that that of not being implemented properly and in july you can see in your report the top of page three effective july 2015 you constituted a polly appreciate that being list here however, for the next item for 2016 that is reflected on president s top of page three is not reflected properly on page 21 for the guidelines for 2016 under stakeholder proposals number ten on policy on environmental stakeholders it is case by case which is erroneously said a year ago when we were here to correct it so that needs tobacco corrected to reflect the july 2015 basically any proxy issues are the climatic change second year he fossil fuel, etc. You vote for the savings section this choice and we believe that level one that is what level one is so, please make sure that is implemented properly thank you. All right. Next item, please. Street light valley and south state locals have taken positions i noticed on page 23 proxy votes for as well as manufactures i dont know what that means does that mean proxies against or proxies there is no note regarding side ohio drfkz id like to get an explanation and know whether those votes happened before the july 15th or july 8th when the decision was made to take all of the proxy on a case. Thank you claire anyone else to wants to speak Public Comment is closed. Thank you okay. Can you call the next item. Proxy voting for calendar year 2016. Commissioners be robert shaw this is the second report we generally present in february our recommendations with regard to updates to the proxy Voting Policy and when we want to show the items recommend for changes and updates Hidden Valley high school in red towards the back of the presentation and with that, if you would open it up for questions on anything you have. Opening up for questions board any questions what about to my left ill come back to you. Okay. Mr. Ginsburg no too many issues to talk about victor i knew i could count on you. How are we covered as the commissions direction. The discussion in the committee in afternoon was that to the degree possible we will present those proxies to the board board for their vote and prapgz the case by case allows us to evaluate them individually to that the particular the participation is the stakeholders proposals the aviates generator will be for the proposal as opposed to and 4 mens against management recommendations in most cases. What you say most of the time youll not bring it before us or someone take the latitude to make that dedication on that ground the boards policy provides well give those to vote in favor of those policies what were prepared to do and preparing and presented to the steekz were now to provide overseeing votes in advance such as we can youll know what votes and the ordinances and how the policy will be provided to vote we meet once a month to purify once the proxy is set the meeting is set. Is that a case by case we report back if we dont have time or you will confer with the president and make the decision i want to see whether the chance of the command and the Decision Making will be. I believe this is a live action taken bets the boards overrides the case by case report as pointed out earlier and we will correct that. Yes. Yes, we will. Same satisfied. Anyone else down there okay lets take Public Comment for item 9 open up for Public Comment i see you jed you put your name in there. Okay mr. Clerk did you get it, all right. Thank you very much anything else wants to speak on item number 9 come up. Oh. Legislative aide to to supervisor avalos thank you for the correction on the proxy voting on Environmental Issues and hope to see you proactively voting and be able to truly evaluate those before theyre passed as opposed to last year there was a discussion last year stakeholder proposals by the i mc r all the members and hope those given special consideration for those voting against and the proposals and will encourage you to use those thats what were paying them for to get an evaluation any Staff Reports includes the proposals i think last year there was the proxy recommended against self that was sponsored and that didnt include the many rational but thank you for your consideration and continue to move forward wed like to see stakeholder ic a engagement with the fluls. Is there anyone else who wishes to speak on this item on item 9. All right. Public comment is closed. Thanks for the presentation is there a motion motion for the proxy vote. Yeah. Ill make a motion. Motion by commissioner meiberger and second. Yes. Id like to make a comment. As amended correct. I discovered on page 20 of the report under stakeholder proposals case by case for the ceo and chairman of the board i know we do a case by case for the wells fargo a couple years ago this was a standard position on the board we need to split this is to be nailed down whether or not it exists good direction for you to folly may be wrong. Well followup thank you. Okay. So motion made and seconded mr. Clerk you got that well take that without objection. That item passes unanimously discussion item for the chief Financial Officer report. The basis is down 4. 7 percent most of that due to the decline last month down 23. 6 the Global Market is down 11 percent turning to the next page i want to highligh

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