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 2016 AGM to the 2017 AGM, the Board of Directors consists of ten members (as of 31 December 2016).
|Dr. Peter Wuffli||2009||2017||Swiss||59||SC, RAC, NCC, IOC||Chairman, Chair of the Strategy Committee|
|Dr. Marcel Erni||1997||2017||Swiss||51||SC, IOC||Chief Investment Officer|
|Alfred Gantner||1997||2017||Swiss||48||SC, RAC, IOC||Chair of the Global Investment Committee|
|Urs Wietlisbach||1997||2017||Swiss||55||MC, SC||Chair of the Markets Committee|
|Dr. Charles Dallara||2013||2017||American||68||MC||Vice Chairman, Chairman of the Americas|
|Michelle Felman||2016||2017||American||54||IOC||Chair of the Investment Oversight Committee|
|Steffen Meister||2013||2017||Swiss||46||SC, NCC, MC||Delegate of the Board/President|
|Dr. Eric Strutz||2011||2017||German||52||RAC||Chair of the Risk & Audit Committee|
|Patrick Ward||2013||2017||British||63||MC||Chairman UK & Middle East|
|Grace del Rosario-Castaño||2015||2017||Filipina||53||NCC, IOC||Chair of the Nomination & Compensation Committee|
SC: Strategy Committee MC: Markets Committee NCC: Nomination & Compensation Committee RAC: Risk & Audit Committee IOC: Investment Oversight Committee
Risk & Audit Committee
The Risk & Audit Committee 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 Risk & Audit Committee (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. The role of the Risk & Audit Committee 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 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 companies, as applicable. It assesses the compensation proposals for the Company or their controlled companies, 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 Nomination & Compensation Committee.
The Strategy Committee 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.
The Markets Committee 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.
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, defining independence is challenging as codes of best practice, regulators as well as proxy advisors tend to use different criteria and no globally accepted standard has yet emerged. In addition, many of the criteria suggested follow formal legal or financial concepts that do not necessarily reflect the substantive independence in background, perspective and judgment of board members that is conducive to high levels of quality and integrity in corporate governance. Finally, each company has its specific characteristics in terms of its business model and its governance and ownership structure as a result of which certain criteria take precedence over others.
Having reviewed a series of possible criteria from different sources, ranging from financial market authorities, other stock exchanges, codes of best practice, to foundations and independent asset managers with a focus on a sustainable corporate development, Partners Group recognizes significant differences in their definitions of board member independence. For example, some simply define an independent board member as someone who does not have a line management function at the company, while at the other end of the spectrum others stipulate non-employment at the company in question (or one of its affiliates) as an essential criterion for 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 additional external member of the board, Partners Group looks for accomplished, distinctive and competent personalities who are respected based on their achievements, contribute relevant professional skills, commit substantial capacity and add to the diversity of the board in terms of background, perspectives and views. In our view, these selection criteria represent the essence of true independence.
In addition, Partners Group applies several formal criteria for independence of its board members:
- no line management function (=positions with substantial decision-making authority) for Partners Group Holding AG or any of its affiliates currently or in the prior three years;
- no employment or affiliation with our external auditor currently or in prior three years;
- less than ten years as an existing Partners Group board member.
The materiality of the following additional criteria are evaluated on a case-by-case basis:
- limited financial dependence on Partners Group in terms of employment, income and shareholding relative to an individual's 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).
Whether or not a board member has an employment contract with Partners Group or any of its affiliates, the extent to which a board member is active on behalf of Partners Group, and the level of compensation received from Partners Group are in our assessment not valid criteria to challenge independence. On the contrary, Partners Group appreciates active board members and views high levels of involvement as valuable contributions to the quality and integrity of corporate governance.
As a result of this evaluation process (which will be reviewed annually) we consider the following board members as independent: Dr. Charles Dallara, Grace del Rosario-Castaño, Dr. Eric Strutz, Patrick Ward, and Dr. Peter Wuffli.