Oranges and a live goat: Some tricky questions in governance addressed

What do a hot potato, a live goat and a basket of oranges have in common?

It might sound like the setup for a punch line, but in fact these three elements represent the thorny issue of governance for panelists at Pensions & Investments' inaugural Investment Innovation and the Global Future of Retirement conference, held in New York June 22-24.

In the central conversation on the topic, “Global Plan Governance,” Jonathan Boersma, executive director, global investment performance standards and head of professional standards at the CFA Institute, said a recent World Bank education session on trustee ethical conduct posed tricky questions about gifts. One was a live goat, which representatives said they could not accept and take home on a plane. “So (the givers) took it back and gave them a basket of oranges,” he said.

Mr. Boersma's example illustrated the difficulty in designing global ethical and governance standards. “As we are developing those standards ... the goal is to ... move people to better practice, and eventually to best practice,” he said.

Use of the CFA Institute's GIPS and code of conduct may be widespread, he said, but many pension boards need continuing education about their fiduciary roles and duties.

“At the end of the day, you have to own it, educate yourself and make sure colleagues are educated,” added Martin J. Sullivan, senior vice president and head of asset owner solutions, Americas, at State Street Corp., on the same panel discussion. “In the absence of that, you will have bad things happen.”

Public plans have to operate “in a fishbowl” and can be affected by “headline risk,” said Ian D. Lanoff, principal at the Washington-based Groom Law Group, and are forced to answer questions on investments in response to world events and corporate scandals. But corporate boards can ignore the headlines and “focus on the merits of the investment.”

However, public defined benefit plans have the advantage of a clear fiduciary structure, he said, while corporate plans have more difficulty.

Mr. Sullivan said one problem is finding someone to accept the role of fiduciary. “Being the fiduciary is kind of (like) the hot potato — nobody wants it. When you don't have a plan, things break down.”

Mr. Sullivan added that the “expanded” use of alternative assets “is changing the governance of oversight. There is greater reliance away from the governance board and toward the (chief investment officer)” when it comes to research and what drives returns.

A company's board of directors and the pension plan CIO should not have fiduciary input on pension matters, said Mr. Lanoff.

That issue was addressed in the opening roundtable discussion of the conference, “The Endgame - Retiring With Dignity.”

Sadayuki Horie, deputy chairman of the investment committee at the Government Pension Investment Fund, Tokyo, and senior researcher at the Nomura Research Institute, said the $1.3 trillion plan needs to address its own governance structure. “We must have an independent trustee for GPIF — but this is quite challenging as many are against it,” he said. “We are trying to change the governance structure. The CEO can control everything — that is ridiculous. We have to change that.”

The theme of governance ran through other sessions at the conference and was picked up by keynote speaker Keith Ambachtsheer, director emeritus, Rotman International Centre for Pension Management at the University of Toronto.

Mr. Ambachtsheer opened his talk with reference to Peter Drucker's 1976 book, “The Unseen Revolution: How Pension Fund Socialism Came to America.” Referring to Mr. Drucker's conclusion that without good governance, pension funds will not achieve legitimacy when it comes to the stakeholder groups that they serve, Mr. Ambachtsheer said: “Pensions will not be exempt from the good governance practice. They can be good or not. If you don't pay attention to good governance, it will be too bad as the system suffers as a whole.”

He said both corporate and public sector pension fund boards are “suffering with these difficult questions” and with the importance of governance, and of having “bodies that are accountable for (the) thinking” behind investment and operational decisions.

And when it comes to creating the perfect pensions plan, Mr. Ambachtsheer recommended four factors to bear in mind. “An effective pension organization is at arm's length, has a clear mission, has good governance and is competitive in the relevant labor markets where it needs to attract talent in order to be effective,” he said. “Put those together and you would have a dynamite pensionorganization.” n