The composition of the Board, its committees and independency criteria
The Board of Directors of Partners Group Holding is entrusted with the ultimate strategy and direction of the company and the supervision of the management.
The composition of the Board of Directors
For the period from the 2021 AGM to the 2022 AGM, the Board of Directors consists of eight members, as listed below.
|Nationality||Year of Birth||Committee |
|Steffen Meister||2013||2022||Swiss||1970||SC, COC||Executive Chairman of the Board and Chairman of the Strategy Committee|
|Dr. Martin Strobel||2019||2022||German & Swiss||1966||RAC, NCC, SC||Vice Chairman and Lead Independent Director of the Board of Directors and Chairman of the Risk and Audit Committee|
|Dr. Marcel Erni||1997||2022||Swiss||1965||IOC||Co-Founder and Executive Member of the Board|
|Alfred Gantner||1997||2022||Swiss||1968||SC, IOC||Co-Founder and Executive Member of the Board and Chairman of the Investment Oversight Committee|
|Lisa A. Hook||2020||2022||American||1958||RAC, NCC, IOC||Independent member of the Board|
|Joseph P. Landy||2021||2022||American||1961||COC, RAC||Independent member of the Board|
|Grace del Rosario-Castaño||2015||2022||Filipina||1963||NCC, IOC||Independent member of the Board and Chairwoman of the Nomination & Compensation Committee|
|Urs Wietlisbach||1997||2022||Swiss||1961||COC||Co-Founder, Executive Member of the Board and Chairman of the Client Oversight Committee|
SC: Strategy Committee COC: Client Oversight Committee NCC: Nomination & Compensation Committee RAC: Risk & Audit Committee IOC: Investment Oversight Committee
Risk & Audit Committee
The Risk & Audit Committee (RAC) is in charge of ensuring diligent performance of internal and external auditing as well as financial controlling in addition to performing other tasks related to risk management. In particular, the RAC (i) approves internal audit’s organization and tasks, (ii) orders the performance of specific audits, (iii) supervises internal audit’s activities, (iv) ensures the execution of the external audit, (v) monitors the financial review processes and (vi) ensures the review of the management and internal control processes. Furthermore, the RAC oversees the company's information security strategy. At least once a year, the RAC is informed by senior management on information security and cyber security topics within and outside the firm. The role of the RAC is primarily supervisory and its decision making authority is limited to those areas which are ancillary to its supervisory role.
Nomination & Compensation Committee
The Nomination & Compensation Committee (NCC) advises and supports the Board of Directors in particular with regard to the determination of the compensation principles and the compensation system as well as regarding the nomination of members of the Board of Directors and the promotion of executive officers of the Company or its controlled group entities, as applicable. It assesses the compensation proposals for the employees of the Company or their controlled group entities, respectively, regarding compliance with the determined principles and prepares the compensation report and the motions to be submitted to the shareholders' meeting on the compensation to the Board of Directors and the executive management. The Board of Directors may assign further tasks, responsibilities and powers in compensation and nomination matters to the NCC.
The Strategy Committee (SC) directs the firm's major strategic initiatives and advises the Board of Directors in particular on major business, corporate and organizational initiatives within the current set of guidelines and practices. It further oversees fundamental initiatives in terms of the firm's human capital development and its financial planning and use of financial resources.
Client Oversight Committee
The Client Oversight Committee (COC) coordinates global marketing and (key) client activities, drives strategic fundraising initiatives and identifies new key product and fundraising themes. In addition, it oversees the coverage of the firm's key client prospects, the global consultant network, the firm's global public relations strategy as well as its advisory network.
Investment Oversight Committee
The Investment Oversight Committee (IOC) provides advice and support to the Board of Directors, the management and the Investment Committees on the assessment of quality and consistency of decision processes, the investment performance achieved, the realization of the projected appreciation on individual investments, and the investment risks incurred. It defines quality standards and measurement methods and proposes any measures that may be required.
Independency criteria for members of the Board of Directors
Best practice in corporate governance calls for the independence of selected Board members as an important element of its quality and integrity. However, codes of best practice, regulators and proxy advisors tend to use different criteria and no globally accepted standard has yet emerged.
Having reviewed a series of possible criteria from different sources, ranging from financial market authorities, other stock exchanges and codes of best practice to foundations and independent asset managers with a focus on sustainable corporate development, Partners Group recognizes differences in the definition of Board member independence.
Partners Group follows the general corporate governance principle of “comply or explain” and therefore applies the following criteria to evaluate the independence of its Board members.
First and foremost, when searching for an external independent member of the Board, Partners Group looks for accomplished, distinctive and competent personalities who are respected based on their achievements. Moreover, they are selected based on their ability to contribute relevant professional skills, commit substantial capacity and add to the diversity of the Board in terms of background and unbiased perspectives. In our view, these selection criteria represent the essence of true independence.
In addition, Partners Group applies several formal criteria for Board member independence.
Independent members of the Board may not:
- have a line management function (i.e. positions with substantial decision-making authority) for Partners Group, or any of its affiliates, currently or in the three years prior to their appointment;
- be employed or otherwise affiliated with our statutory auditors, currently or in the three years prior to their appointment;
- have an overall tenure of more than ten years. Partners Group also applies the following additional criteria to independent Board members, whereby the materiality of such criteria is evaluated on a case-by-case basis:
Partners Group also applies the following additional criteria to independent Board members, whereby the materiality of such criteria is evaluated on a case-by-case basis:
- limited financial dependence on Partners Group in terms of employment, income and shareholding relative to their individual overall situation; and
- no material direct or indirect business relationship with Partners Group or any of its affiliates (except as an investor in Partners Group products).
As a result of this evaluation process (which is reviewed annually) we consider the following current Board members as independent: Martin Strobel (Lead Independent Director), Lisa A. Hook, Joseph P. Landy and Grace del Rosario-Castaño.