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MEMBERSHIPInspiring good governance
“In reflecting on the 20 years since ICGN was first established, what resonates is the endearing friendships we create and a shared vision to promote good governance in all corners of the world. The underlying principles of transparency,
accountability, fairness and responsibility are just as relevant today as they were two decades ago. I encourage you all to maintain the momentum, cherish the memories and embrace the challenges and opportunities ahead. Together, you can help drive consensus and reform for sustainable economies upon which our future generations depend.”
Sir Adrian Cadbury from remarks at ICGN 20th Anniversary Annual Conference, London, 2015
There is no other organisation like ICGN with the power to convene a global governance community of companies and investors alike in their mutual responsibility to protect and generate long term value – ultimately to safeguard prosperity for future generations.
Our mission is to promote effective standards of corporate governance and investor stewardship to advance efficient markets and sustainable economies world-wide. This sets the tone for our work programme which is centred around:
Influencing policy by providing a reliable source of investor-led opinion and experience around governance and stewardship;
Connecting peers at global events to provide a forum for dialogue between companies, investors and other stakeholders; and
Informing debate through knowledge and education to enhance the professionalism of corporate governance and investor stewardship.
Today ICGN members are based in 47 countries with investors responsible for assets under management in excess of US$26 trillion. While our work programme is investor-led, our membership is inclusive and open to companies, advisors, policy makers and others – all of whom play a crucial role in achieving ICGN’s mission.
We invite you to join ICGN where you can contribute to policy development, expand your international networks and share your knowledge on governance and stewardship practices. We value your participation and hope to welcome you to the ICGN network.
Kerrie WaringICGN Executive Director
Promoting corporate governance and investor stewardship
The ICGN was created in 1995 in response to rapid growth in cross-border investment. New ‘global’ investors wanted to exchange ideas, learn from each other and deepen their understanding about governance practices outside their home market. This stimulated the creation of a ‘network’ to help raise standards world-wide.
MEMBERSHIP 03
* Results are from 18% of ICGN membership responding to annual survey in January 2015.
believe ICGN INSPIRES global governance reform
97%refer to ICGN GUIDANCE for day to day work
61%
recommend ICGN MEMBERSHIP to others
97%91%build global peer-to-peer NETWORKS
85%satisfied ICGN membership is good VALUE
What ICGN Members say...
Diverse and inclusive...
Asia & Australasia
Europe
Latin America & Caribbean
Middle East & Africa
North America
Representation ACROSS 47 countries
Investors
Companies
Advisors
Associations
Other
US$ 26trilion
Investors RESPONSIBLE for assets under
management
Open to ALL governance professionals
“To me, the benefit of ICGN membership is the opportunity to connect with the ever growing community of governance professionals. With these insights, I can be more effective in my own role.”
Michelle Edkins Managing Director, Corporate Governance and Responsible Investment, BlackRock, USA
ICGN Guidance
on Non-executive
Director Remuneration
ICGN Guidance
on Board Diversity
Infl uencing • Connecting • Informing
ICGN Model Contract Terms
Between Asset
Owners and Managers
ICGN Guidance
on Political Lobbying and
Donations
ICGN Guidance
on ExecutiveRemuneration
ICGN Guidance
on Securities
Lending
ICGN Guidance
on Corporate
Risk Oversight
Influencing • Connecting • Informing
ICGN Guidance
on IntegratedBusiness Reporting
ICGN Guidance
on Anti-Corruption
Practices
Influencing policyWidely regarded as a reliable source of investor-led opinion, the ICGN actively contributes to public policy consultations, international conferences and media debate. ICGN policy positions draw from our flagship principles on corporate governance and investor stewardship which underpin our policy committee work programme.
“Full-scale reform corporate governance is taking place in Japan. Insights provided by the ICGN have been invaluable and are crucial for Japan’s continued positive journey in improving governance standards for companies and investor alike.”
George Iguchi, Corporate Governance Officer, Nissay Asset Management, Japan
Shareholder rights committee seeks to ensure that investors are properly equipped to exercise their stewardship obligations.
Shareholder responsibilities committee advocates high standards of investor governance and stewardship.
Integrated business reporting committee promotes meaningful disclosure that takes a holistic account of how companies promote long-term value.
Accounting and auditing committee seeks to ensure that financial reports are prepared in accordance with high quality standards and assurance.
Business ethics committee promotes high standards of corporate culture, ethics and integrity.
Remuneration committee encourages alignment of interests of companies with those of investors to ensure remuneration plans motivate long-term value creation.
Corporate risk oversight committee encourages the effective oversight of risk management and the appropriate reflection of risk in corporate strategy and capital allocation.
ICGN Global Governance Principles
ICGN012 Principles Booklet_FINAL.indd 1
16/02/2015 11:21
ICGN Global Stewardship Principles
MEMBERSHIP 05
Connecting peersICGN Annual Conference
Over 12,000 people have participated in ICGN conferences in 30 cities since 1995. Over that time, the ICGN has built a reputation as the go-to-governance convention of the year for investors and companies alike.
We are proud to be hosted by CalPERS and CalSTRS for our Annual Conference in 2016. This takes place at the Fairmont San Francisco between 27-29 June 2016. Plenaries include:
Silicon Valley boardrooms: lessons learned and future challenges
Accelerating board diversity in a US context to maximise value creation
Governance evolution and emerging ESG risks in Asia-Pacific markets
“ICGN events provide an opportunity to participate in thoughtful debate with peers, companies, and regulatory bodies on governance issues. The high quality programmes deliver essential information and learning for a global investor such as the French Reserve Fund and we value our ICGN membership.”
Anne-Marie Jourdan Chief Legal Officer, Fonds de Reserve Pour Les Retraites, France
ICGN Awards
The inaugural ICGN Awards were presented at the 2001 ICGN Annual Conference in Tokyo to Sir Adrian Cadbury (UK), Ira M. Millstein (USA) and Professor Hasung Jang (Korea). Since then, the ICGN Award has been given annually to individuals who have demonstrated exceptional. Anne Simpson, Investment Director Global Governance, CalPERS, received the ICGN Award in 2015 nominated by Robert A.G. Monks, Sir Adrian Cadbury, Ira Millstein and Nell Minow.
“Anne Simpson has for thirty years been at the cutting edge of improving corporate governance and she personifies determination, resilience and courage in overcoming difficulties and barriers to improved corporate governance.” Robert A.G. Monks
Connection Days
Since 2011, ICGN has invited companies to Connection Days, held alongside ICGN events, to meet with a critical mass of global investors. Board directors can discuss governance priorities beyond a handful of the company’s largest investors to a more international group. Investors benefit from direct communication with board directors for meaningful dialogue.
Since 2011, engagements have included:
Societe Generale, Lafarge, GDF Suez
BRF SA, EcoRodovias
Telecom Italia, Pirelli, Prysmian, Generali
Mitsubishi, HOYA, Sony
Red Electrica, Ferrovial
Regional events
In March 2016, ICGN was hosted by the Deutsche
Börse AG in partnership with Deutsches Aktieninstitut & Frankfurt Main Finance. The event focused on the supervisory board system in Germany and the likely impact of the European Shareholder Rights Directive on investor and company stewardship responsibilities.
In December 2016, ICGN proudly
partners with the International Integrated Reporting Council in London. The event will focus on how to enhance the corporate reporting system and engagement between companies and investors.
Informing debateESG Training Courses
Following an award from the European Commission in 2011, the ICGN ESG Programme is the world’s first in-person programme for investors on how to identify, analyse and integrate ESG factors across the investment chain. Developed ‘by investors, for investors’, over 200 people have participated in courses delivered across nine jurisdictions.
Modules include:
Managing your responsibilities as an ESG professional
ESG analysis and corporate valuation
Integrating ESG into the investment process
Strategies of stewardship and engagement
Managing proxy voting and the accountability chain
ICGN Yearbook
First published in 2005, the ICGN Yearbook draws on insights from the world’s leading commentators on corporate governance issues. It provides a memento of governance developments over the years and serves as a point of reference on topical issues of the day.
“We often presume our challenges to be unique, but when we engage we find resonance in our diverse experiences. Reading the contributions to the ICGN Yearbook left me with a clear sense of universal issues and common challenges and that our shared experience in the search for local solutions is an invaluable resource. Regular, focused and frank disclosure is imperative to continuous improvement the world over.”
Loren Wulfsohn, Assistant Group Company Secretary Shareholder Services, HSBC
ICGN Scholarships
In 2007, the first ICGN scholarships were awarded to support individuals working in difficult environments to promote good corporate governance reform at a local level. Since that time, over 60 individuals from 40 countries have benefited from the programme. Today, ICGN offers two scholarship awards in memory of Sir Adrian Cadbury and Alastair Ross Goobey and their contribution to corporate governance reform worldwide.
Alastair Ross Goobey
Sir Adrian Cadbury
Website
The ICGN website provides latest updates on our work programme including best practice guidance, consultations and events. A number of tools are available exclusively to ICGN members including:
ICGN Connect enabling Members to search for peers across the world via an
online networking portal.
Country Correspondents offering a ‘first stop shop’ for country specific information, useful links and data.
ICGN YEARBOOK 201330
Indra Nooyi, PepsiCo
Sustainable
capitalism
Why is the theory of sustainable
capitalism so difficult to achieve in
practice? Indra Nooyi provides the
answers and a way forward.
WWW.ICGN.ORG 31
THE VIEW FROM THE BOARDROOM
Much has been written about
sustainable capitalism. It’s been
the subject of discussion for many
forums, prestigious think tanks and
academic institutions. Some people
have lauded the concept. Many have
criticised it. Many companies have
actually struggled to deliver on this
notion. What is it and why is it so
difficult to deliver on?
When I think of sustainable capitalism,
I’m referring to private enterprise that
manages itself for a certain level of
returns, balanced with the duration
and sustainability of these returns. It
is business that balances stakeholder
concerns with shareholder needs, and
most importantly, it is business that
recognises that, wherever it operates,
it does so responsibly.
Engine Charlie
There’s an enlightening story about
sustainable capitalism that begins in
the early 1950s. It concerns a man
named Charles E. Wilson, nicknamed
‘Engine Charlie’ because he was the
CEO of General Motors.
In those days, General Motors was
truly an iconic American company.
During World War II, Engine Charlie’s
General Motors had secured the
largest government contract of any
corporation. After the war ended, GM
controlled 50 per cent of the domestic
automobile market and employed
more than 600,000 people.
When President Eisenhower needed
to select a Secretary of Defense,
Engine Charlie seemed like the natural
– and uncontroversial – choice. But
then came the confirmation hearings,
where the Senate Armed Services
Committee asked Engine Charlie if he,
as the Secretary of Defense, would
be prepared to make decisions that
were in the national interest, but were
adverse to General Motors’ interests.
Charlie responded with one of the
most infamous political gaffes ever:
“What is good for General Motors,”
Wilson reportedly said, “is good
for America.”
“What’s good for GM is good for
America” became a cultural proof
point, indicative of the ‘arrogance’
of the business community. But the
irony is that Engine Charlie never said
that. In fact, he had said exactly the
opposite. He said: “I cannot conceive
of a situation where America’s
interests and General Motors’
interests do not align, because for
years, I thought that what was good
for the country was good for
General Motors.”
These words, stated back in the
1950s, are profound: “What is good
for the country is good for General
Motors.” I would like to pick up on
this theme and explore “what is good
for our country” as a starting point for
sustainable capitalism.
Measuring performance
We can all agree that any successful
economy has to have economic
growth and security. This is only
possible with a thriving private
enterprise that generates strong
returns, and constantly renews itself
to sustain these returns for the long
term. For a country to be able to
thrive, plan and invest in important
priorities like education, healthcare
and infrastructure, it has to have
the confidence in both the level and
duration of returns from
private enterprise.
We all know how to manage for a
desired level of performance. We
have quarterly financials, constant
share price updates, and financial
dashboards that show us the
level of performance at any
given moment.
It can be very tempting to put all our
energy and resources into maximising
the level of returns in the short
term; but the country also needs
private enterprise to manage for
the long term. This is the challenge
for business leaders: to effectively
balance both the level and duration of
performance in an environment that
perhaps does not fully appreciate the
need for this balance.
This is no easy task. Managing for
duration means that you do not
generate wealth and opportunity
today at the expense of others, or at
the expense of future generations,
shareholders and society alike. It
requires adequate levels of investment
by every company in areas like long-
term research and development,
people training and development,
and organisational renewal so
that companies can address the
challenges they face to operate
successfully in today’s volatile,
global, highly-competitive, uncertain
environment. It also means worrying
about a company’s impact on society.
A company that keeps its costs down
by deliberately dumping its waste
into a nearby river may be delivering
the levels of profit a company needs
in the short term, but it’s certainly
not delivering on duration, because
somebody else has to pick up those
costs to society.
Unfortunately, I’m not sure that
private enterprise is delivering on the
imperative of sustainable capitalism.
In fact, I can say with a great degree
of confidence that, despite the
awareness of the incredible long-
“It can be very tempting to put
all our energy into maximising
short-term returns, but the
country also needs private
enterprise to manage for the
long term.”
>
MEMBERSHIP 07
ICGN Milestones...ICGN founded at a meeting of the Council of Institutional Investors in Washington DC
First ICGN Board elected by Members in Paris
Sir Adrian Cadbury, Ira Millstein and Hasung Jang receive inaugural ICGN Award
First ICGN Executive Director is appointed in London
ICGN Scholarships launched in Cape Town
First Country Correspondent appointed from Brazil
European Commission mandate awarded for ESG training
First ICGN Academic Meeting held hosted by Nyenrode Business School
ICGN Global Stewardship Principles published
Policy to ‘develop corporate governance guidelines’
agreed in London 19961995
1997
2001
2004
2007
2010
2012
2014
2016
1999
2003
2005
2008
2011
2013
2015
Adopted OECD Principles of Corporate
Governance
ICGN Global Corporate Governance Principles
initiated
Inaugural Yearbook published
ICGN formalised as a company limited by
guarantee
Company engagements begin with ICGN
Connection Day in Paris
Global Network of Investor Associations established
in New York
ICGN celebrates 20 year anniversary
Join the ICGNBecoming an ICGN Member places you at the heart of the global governance community, enhancing your visibility, networks and knowledge.
2016 fee schedule
Investors AuM - £bn fee memberships >60 £2,420 4 >10 <60 £1,815 3 >1 <10 £1,210 2 >1 £605 1Companies Category fee memberships For Profit £605 1 Non Profit £353 1Individuals £353 1
• Fees are subject to UK value added tax if applicable.• A joining fee of £49 (excl. VAT) is payable on initial
subscription. • Registrations received between 1 January – 30 June are
subject to an annual subscription. • Registrations received between 1 July – 31 December are
subject to an 18 month subscription.• Membership is renewed annually on 1 January.
Apply
www.icgn.org/membership marlice.johnson@icgn.org +44 (0)20 7612 7084
Elect the ICGN Board of Governors and approve
our work programme
Receive free guidance, viewpoints and policy updates
Fast-track career development with ESG education
Network at international events and benefit from Member discounts
Influence public policy through ICGN Committees
Nominate candidates for ICGN Awards
Contribute to the ICGN Yearbook and share your
insights on emerging issues
Act as a Country Correspondent providing local knowledge to a
global audience
MEMBERSHIP 9
Investor and Corporate Members
AAberdeen Asset Management
Acadia Investment Management
Achmea Investment Management
Addenda Capital Inc.
AIMCo
Alliance Bernstein L.P.
Allianz Global Investors
Allied Electronics Corporation Limited
Amber Capital LLP
AMP Capital
Amundi Asset Management
AP1, Första AP-fonden
AP2, Andra AP-fonden
AP3, Tredje AP-fonden
AP4, Fjärde AP-fonden
AP7, Sjunde AP-fonden
APG Asset Management
Arabesque Asset Management Ltd
ATP
Aviva Investors
Axa Investment Managers
BBaillie Gifford & Co
BHP Billiton International Services Ltd
BlackRock
BNP Paribas Asset Management
Boston Common Asset Management
BP International Limited
Breckinridge Capital Advisors
British Columbia Investment Management
CCaisse des Dépôts et Consignations
CalPERS, California Public Employees’ Retirement System
CalSTRS, California State Teachers’ Retirement System
Canada Pension Plan Investment Board
Capital International, Inc.
Cartica Capital
Cbus
CCLA Investment Management
Cevian Capital
Charles Schwab Investment Management
CM-CIC Asset Management
Coca-Cola Company (USA)
Colorado Public Employees’ Retirement Association
Comgest
Cyient Limited
DDeguest Pte Ltd
DIAM co, Ltd
Domini Social Investments LLC
EElement Investment Managers (Pty) Ltd
FF&C Investments
Fidelity Worldwide Investment
Fonds de Reserve Pour les Retraites
Franklin Templeton Investments
Future Fund
GGas Natural SDG, S.A.
Generali Investments Europe
Genesis Investment Management
Glencore plc
GO Investment Partners LLP
Government Employees Pension Fund of South Africa
Government Institutions Pension Fund Namibia
HHESTA Super Fund
Highgate Capital Management
Hoya Corporation
HSBC Global Asset Management
IIntel Corporation
JJP Morgan Asset Management
JP Morgan Chase
JPMorgan WSS
Jupiter Asset Management
KKnight Vinke Asset Management
Kumpulan Wang Persaraan (Diperbadankan), KWAP
“ICGN provides an indispensable forum for discussing emerging governance issues, learning best practices from global thought leaders and exchanging topical ideas with peers. For CalSTRS, with our $186.6 billion global investment portfolio, no other organisation better fits our needs in this area.”
Aeisha Mastagni Investment Officer, CalSTRS, USA
“ICGN is an invaluable forum for discussing how governance is evolving in different markets. PREVI’s participation in ICGN is key to building relationships with foreign institutions and investors who actively engage with companies on corporate governance practices.”
Marco GeovanneExecutive Director of Governance and Holdings, Previ, Brazil
LLACERA, Los Angeles County Employees
Retirement Association
Lazard Asset Management
Legal & General Investment Management Limited
Legion Partners Asset Management, LLC
MMainePERS
MEC Company ltd.
Microsoft
Mirova – Natixis Asset Management
MN
Momentum
NNEI Investments
Nestle SA
New Zealand Superannuation Fund
Newton Investment Management
Nissay Asset Management
NN Investment Partners International Holdings BV
Norges Bank Investment Management
Novartis International AG
OOFI Asset Management
Ohio Public Employees Retirement System
Old Mutual Plc
Omers, Ontario Municipal Employees Retirement System
Ontario Teachers’ Pension Plan
OPSEU Pension Trust
ORIX USA Corporation
PParnassus Investments
Pensioenfonds PNO Media
Pensioenfonds Vervoer
PepsiCo, Inc.
Pfizer Inc.
PGGM Investments
PhiTrust Active Investors
Pirelli & C. S.p.A.
PJSC LUKOIL
PREVI – Caixa de Previdencia dos Funcionarios do Banco do Brasil
Prudential Financial
Prysmian Spa
PSP Investments
RRBC Global Asset Management
Red Electrica Corporation SA
Red Mountain Capital Partners LLC
Robeco
Rockefeller & Co.
Royal London AM
RPMI Railpen Investments
Russell Reynolds
SSarasin & Partners LLP
SAS Trustee Corporation
SBA, State Board of Administration of Florida
Schroder Investment Management
Societe Generale
Solaron Sustainability Services
Sparinvest Holding SE
Standard Bank Group Limited
Standard Life Investments
Stanford Management Company of Stanford University
State of Wisconsin Investment Board
State Street Global Advisors
Super-Max Offshore Holding
Swedbank Robur Fonder AB
TTelecom Italia S.p.A.
Teslin Capital Management BV
TIAA-CREF
TOBAM
Transnet Soc Ltd
Triodos Investment Management
UUAW Retiree Medical Benefits Trust
UBS Global Asset Management
Unipension Fondsmaeglerselskab A/S
UniSuper
Universities Superannuation Scheme
VVicSuper
WWellington Management Company, LLP
“As a long standing Member, I continue to find that the time I invest in the ICGN is helpful in achieving the objectives I have set for my company in the area of corporate governance. I strongly believe that governance professionals form the corporate community can realize value from becoming part of the ICGN membership.”
Mark PreisingerDirector of Corporate Governance, The Coca Cola Company, USA
“As an institutional investor that adopts a holistic-long term approach to responsible investing, we aim to keep abreast with latest corporate governance best practices. ICGN provides this avenue via their events, courses, publications and engagements with institutional investors for the betterment of corporate governance on a global scale.”
Rizal Mohamed AliAssistant VP, Retirement Fund Incorporated, Kumpulan Wang Persaraan, Malaysia
MEMBERSHIP 11
Contact us
To become an ICGN Member contact:
Marlice Johnson, Membership Co-ordinator
By email: marlice.johnson@icgn.org
By telephone: +44 (0)20 7612 7084
Vera Zapletalova, Operations Manager
By Email: vera.zapletalova@icgn.org
By telephone: +44 (0)20 7612 7011
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