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Corporate governance are mechanisms, processes and relations by which corporations are controlled and operated ("governed").
An institutional investor is an entity that pools money to purchase securities, real property, and other investment assets or originate loans. Institutional investors include commercial banks, central banks, credit unions, government-linked companies, insurers, pension funds, sovereign wealth funds, charities, hedge funds, real estate investment trusts, investment advisors, endowments, and mutual funds. Operating companies which invest excess capital in these types of assets may also be included in the term. Activist institutional investors may also influence corporate governance by exercising voting rights in their investments. In 2019, the world's top 500 asset managers collectively managed $104.4 trillion in Assets under Management (AuM).
A custodian bank, or simply custodian, is a specialized financial institution responsible for providing securities services. It provides post-trade services and solutions for asset owners, asset managers, banks and broker-dealers. It is not engaged in "traditional" commercial or consumer/retail banking like lending.
Paul Myners, Baron Myners, was a British businessman and politician. In October 2008 he was elevated to the House of Lords as a life peer and was appointed City Minister in the Labour Government of Gordon Brown, serving until May 2010. As City Minister Myners was responsible for overseeing the financial services sector during the 2007–2008 financial crisis and its aftermath, including leading the controversial 2008 United Kingdom bank rescue package. Myners sat in the House of Lords as a Labour peer until 2014, resigning to become a non-affiliated member before joining the crossbench group in 2015.
State Street Global Advisors (SSGA) is the investment management division of State Street Corporation founded in 1978 and the world's fourth largest asset manager, with nearly $4.14 trillion (USD) in assets under management as of December 31, 2021.
Socially responsible investing (SRI) is any investment strategy which seeks to consider financial return alongside ethical, social or environmental goals. The areas of concern recognized by SRI practitioners are often linked to environmental, social and governance (ESG) topics. Impact investing can be considered a subset of SRI that is generally more proactive and focused on the conscious creation of social or environmental impact through investment. Eco-investing is SRI with a focus on environmentalism.
Principles for Responsible Investment is a United Nations-supported international network of financial institutions working together to implement its six aspirational principles, often referenced as "the Principles". Its goal is to understand the implications of sustainability for investors and support signatories to facilitate incorporating these issues into their investment decision-making and ownership practices. In implementing these principles, signatories contribute to the development of a more sustainable global financial system.
The UK Corporate Governance code, formerly known as the Combined Code is a part of UK company law with a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange. It is overseen by the Financial Reporting Council and its importance derives from the Financial Conduct Authority's Listing Rules. The Listing Rules themselves are given statutory authority under the Financial Services and Markets Act 2000 and require that public listed companies disclose how they have complied with the code, and explain where they have not applied the code – in what the code refers to as 'comply or explain'. Private companies are also encouraged to conform; however there is no requirement for disclosure of compliance in private company accounts. The Code adopts a principles-based approach in the sense that it provides general guidelines of best practice. This contrasts with a rules-based approach which rigidly defines exact provisions that must be adhered to. In 2017, it was announced that the Financial Reporting Council would amend the Code to require companies to "comply or explain" with a requirement to have elected employee representatives on company boards.
Internal Control: Guidance for Directors on the Combined Code (1999) also known as the "Turnbull Report" was a report drawn up with the London Stock Exchange for listed companies. The committee which wrote the report was chaired by Nigel Turnbull of The Rank Group plc. The report informed directors of their obligations under the Combined Code with regard to keeping good "internal controls" in their companies, or having good audits and checks to ensure the quality of financial reporting and catch any fraud before it becomes a problem.
Environmental, social, and governance (ESG) is shorthand for an investing principle that prioritizes environmental issues, social issues, and corporate governance. Investing with ESG considerations is sometimes referred to as responsible investing or, in more proactive cases, impact investing.
GCM Grosvenor is an American alternative asset management firm, with approximately $76 billion in assets under management and approximately 530 professionals as of 2023.
Responsible Research Pte Ltd is an independent Environmental Social and Corporate Governance (ESG) research firm for global institutional asset owners and asset managers. Based in Singapore, Responsible Research analyses the ESG factors and regulatory landscapes that increasingly threaten portfolio returns in Asian markets.
Shareholders in the United Kingdom are people and organisations who buy shares in UK companies. In large companies, such as those on the FTSE100, shareholders are overwhelmingly large institutional investors, such as pension funds, insurance companies, mutual funds or similar foreign organisations. UK shareholders have the most favourable set of rights in the world in their ability to control directors of corporations. UK company law gives shareholders the ability to,
The United Nations Environment Programme Finance Initiative is a partnership between the United Nations Environment Program (UNEP) and the global financial sector to catalyse action across the financial system to align economies with sustainable development. As the UN partner for the finance sector, they convene financial institutions on a voluntary basis to work together with them, and each other, to find practical solutions to overcome the many sustainability challenges facing the world today. UNEP FI does this by providing practical guidance and tools which support institutions in the finance sector to find ways to reshape their businesses and commit to targets for limiting greenhouse gas emissions, protecting nature, promoting a circular economy and supporting financial inclusion to address inequality. The solutions developed effectively form a blueprint for others in the finance sector to tackle similar challenges and evolve their businesses along a sustainable pathway. The creation and adoption of such a blueprint also informs policy makers concerned with sustainability issues about what would constitute appropriate regulation for the finance sector at large. Founded in 1992, UNEP FI was the first organisation to pioneer engagement with the finance sector around sustainability. The Finance Initiative was responsible for incubating the Principles for Responsible Investment and for the development and implementation of UNEP FI's Principles for Responsible Banking and Principles for Sustainable Insurance as well as the UN-convened net-zero alliances. Today, UNEP FI provides sustainability leadership to more than 400 financial institutions, with assets of well over $80 trillion headquartered around the world.
Coronation Fund Managers is a South African third-party fund management company, headquartered in Cape Town. The company has locations in all South African major centers and offices in, Ireland, United Kingdom and in Namibia where it is represented by Namibia Asset Management a strategic partner. As of December 2019 the company had Assets under management of R578 billion.
The Sustainability Accounting Standards Board (SASB) is a non-profit organization, founded in 2011 by Jean Rogers to develop sustainability accounting standards. Investors, lenders, insurance underwriters, and other providers of financial capital are increasingly attuned to the impact of environmental, social, and governance (ESG) factors on the financial performance of companies, driving the need for standardized reporting of ESG data. Just as the International Accounting Standards Board (IASB) and the Financial Accounting Standards Board (FASB) have established International Financial Reporting Standards and Generally Accepted Accounting Principles (GAAP), respectively, which are currently used in the financial statements, SASB's stated mission “is to establish industry-specific disclosure standards across ESG topics that facilitate communication between companies and investors about financially material, decision-useful information. Such information should be relevant, reliable and comparable across companies on a global basis.”
Fund governance refers to a system of checks and balances and work performed by the governing body (board) of an investment fund to ensure that the fund is operated not only in accordance with law, but also in the best interests of the fund and its investors. The objective of fund governance is to uphold the regulatory principles commonly known as the four pillars of investor protection that are typically promulgated through the investment fund regulation applicable in the jurisdiction of the fund. These principles vary by jurisdiction and in the US, the 1940 Act generally ensure that: (i) The investment fund will be managed in accordance with the fund's investment objectives, (ii) The assets of the investment fund will be kept safe, (iii) When investors redeem they will get their pro rata share of the investment fund's assets, (iv) The investment fund will be managed for the benefit of the fund's shareholders and not its service providers.
ESG Quant is an investment strategy, developed by Arabesque Partners, which involves quantitative equity investing while utilizing ESG information, often referred to as "non-financial" information. ESG Quant strategies are implemented within systematic trading or quantitative trading approaches that leverage a large and growing collection of commercial ESG, alternative and non-profit or academic datasets. As such, there is no human judgment or discretionary buy-sell decision making; rather, “in a pure quant model the final decision to buy or sell is made by the model” or through the “utilization of an expert system that replicates previously captured actions of real traders.”
NN Investment Partners was a Netherlands-based asset manager, with headquarters in The Hague and offices in 15 countries in Europe, Asia and the Americas. The company was acquired by Goldman Sachs Asset Management, the asset management division of Goldman Sachs in April 2022.
Sustainalytics is a company that rates the sustainability of listed companies based on their environmental, social and corporate governance (ESG) performance. The company was born of a merger between Toronto-based Jantzi Research, which was founded in 1992 by Sustainalytics' current CEO Michael Jantzi, and its European counterpart. Following its acquisition of GES International on January 9, 2019, Sustainalytics had more than 600 employees with offices in 17 cities around the world and over 700 institutional investor clients. On April 21, 2020, Morningstar, Inc. acquired the remaining ~60% of Sustainalytics' shares to become the sole owner.
References
- BW Heineman, 'A "Stewardship Code" for Institutional Investors' (18 January 2010) Harvard Business Review blog
- M Johnson, 'Global investment groups back UK shareholder code' (18 October 2010) Financial Times
- E McGaughey, 'Do Asset Managers and Banks Control Share Voting Rights on Your Money?' (5 June 2017) Oxford Business Law Blog
- E McGaughey, 'Does Corporate Governance Exclude the Ultimate Investor?' (2016) 16(1) Journal of Corporate Law Studies 221
- Government reports
- Myners Report (2001), Institutional Investment in the United Kingdom: A Review on institutional investors, Pdf file here and Review of Progress Report here
- Myners Review (2004) Myners principles for institutional investment decision-making: review of progress .pdf here
- Walker Review (2009) in response to the financial crisis, and focusing on institutional investors, .pdf document