TEACHERS’ RETIREMENT BOARD INVESTMENT COMMITTEE Item Number: 5 SUBJECT: Special Mandates Policy – First Reading CONSENT: ATTACHMENTS: 1 ACTION: INFORMATION: DATE OF MEETING: June 8, 2016 / 30 mins. X PRESENTER: Christopher Ailman POLICY This matter has not been covered by a formal policy before. The Subcommittee of the Investment Committee has expressed the need for a clear governance structure. This policy would be integrated into the overall CalSTRS Investment Policy and Management Plan which covers the entire investment program. PURPOSE The purpose is to consider and debate the initial draft of a Special Mandates Policy. HISTORY At the May 5, 2016 meeting, the Subcommittee of the Investment Committee reviewed the initial draft Policy, made some adjustments and has referred the Policy to the Investment Committee for a first reading. BACKGROUND AND DISCUSSION From the initial meeting last December 2015, the subcommittee has expressed the desire for a more defined governance process for board members to refer and recommend special mandates and investment strategies for the Investment Committee's consideration. At the May 5, 2016 meeting, the subcommittee reviewed an initial draft of a Special Mandates Policy. The subcommittee discussed the elements of the policy and requested additional language be added to clarify the evaluation criteria of a special mandate. The key focus was to ensure the analysis included the economic justification and investment hypothesis for the mandate. Additionally, it should include how the mandate fit within not just the asset class, but also how it impacted and affected the sub-asset class structure. They also requested the analysis include the cost impact, risk profile, and specify where the assets for the new mandate would come from within the existing portfolio. While CalSTRS has a history of considering and analyzing specialized mandates/investment strategies suggested by board members dating back to the 1980’s, there is no formal mechanism or policy for addressing these other than board members requesting they be included in the annual Investment Committee work plan. Most of the mandates listed below were started as an INV32 Investment Committee – Item 5 June 8, 2016 Page 2 annual objective for the Investment Committee. Yet there are investment ideas that might not rise to the significance of an Investment Committee objective and at other times, such as for FY 2016-17, the work plan is too full to allow another objective. This policy helps resolve that issue and provides a clear governance structure for board member strategies and ideas. While each of these mandates are closely monitored and managed by staff, their performance is rolled up into the full asset class performance and often not broken out into a specific report. This is in part due to their size within the asset class’s framework. As a result, the Investment Committee has not regularly reviewed the individual mandate unless singled out by staff or the Investment Consultant, or revisited the concept behind the mandate in order to adjust it for current events. The policy has a clear reporting cycle and formal review process to allow the committee to reaffirm its views or redesign the mandate. The policy also seeks to memorialize the current special mandates that exist within the investment program. The current mandates would be grandfathered into the policy and would follow the new review cycle as of the adoption of the policy. It is important to note, these programs are constantly reviewed by staff and monitored by the Investment Consultants. However, they are not often broken out and placed on the Investment Committee work plan. Based on the record of past meetings and Investment Committee minutes, the following are the existing legacy special mandates: Special mandate Member Home Loan Program Underserved Urban & Rural California New & Next Generation Managers Developing Manager Program Corporate Governance Activists Energy Star Program Clean Tech Investments Asset Class Fixed Income, and now Absolute Return Private Equity Allocation Open ended Date 1984 $200 million Feb 2002 Private Equity $150 Million July 2002 Global Equity $600 million March 2003 Global Equity / Corporate Governance Real Estate – Office properties Private Equity $700 million March 2003 No set allocation $100 million - VC $400 million -Energy related April 2004 Nov 2004 The goal for each mandate was to achieve some form of outperformance compared to other options, but the amount of expected outperformance was not formally defined at the time. Therefore, it is difficult to judge the relative success of these special programs. The subcommittee desired the policy require a clear articulation of how the mandate fits within an asset class and the expectation for return enhancement and the economic justification for the special mandate. INV33 Investment Committee – Item 5 June 8, 2016 Page 3 RECOMMENDATION At the May 5, 2016 meeting, the subcommittee referred the policy, with some revisions, to the Investment Committee for a first reading. Staff, PCA, General Counsel, and Fiduciary Counsel revised the initial draft to incorporate the subcommittee’s feedback and the revisions were reviewed by a subgroup of two members of the subcommittee. Based on these enhancements, staff and PCA recommend the committee review, adjust, and once acceptable, approve the Special Mandate Policy. INV34 Attachment 1 Investment Committee - Item 5 June 8, 2016 CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM SPECIAL MANDATE POLICY INVESTMENT BRANCH JULY 2016 INV35 X. Attachment 1 Investment Committee - Item 5 June 8, 2016 Special Mandate Policy SPECIAL MANDATE POLICY As set forth in the California Constitution, Article 16, Section 17, and the California Education Code, Section 22250, the Teachers’ Retirement Board, its Investment Committee, and staff have fiduciary duties with respect to the system and the plan. These duties include duties of loyalty and prudence to invest “with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with these matters would use in the conduct of an enterprise of a like character and with like aims.” (Ed. Code, sec. 22250(b).) This policy sets forth CalSTRS’ policy and procedures for considering special mandates and related investment strategies. For purposes of this Policy, “special mandates” are defined as discrete investment strategies (other than divestments which are covered by a separate Board policy) suggested by Board Members that include, but are not limited to: environmental; social; governance (ESG); in-State investments; or other factors that are expected to have a positive or neutral impact on the economic performance of the fund over the long term. PROCEDURES At any Investment Committee meeting, during the Chief Investment Officer report or during the review of the next meeting agenda, a member of the board may request an item be added for the Investment Committee to consider a special mandate to be incorporated into the investment portfolio. If a majority of the Investment Committee concurs, the chair will identify the proposal as a “special mandate subject to this Policy” and initiate the following procedures: 1) At the next Investment Committee meeting, in Open Session, a special mandate action item will be added to consider amending the Investment Committee current or future Fiscal Year work plan. The theory, including any anticipated economic justification, for why the special mandate can be expected to have a positive or neutral impact on the economic performance of the fund over the long term must be articulated at the meeting to help inform the Investment Committee’s consideration of amending the work plan. If added to the work plan by a majority vote of the Investment Committee, staff and the investment consultant(s) will research and evaluate the special mandate and report as follows. 2) The Investment Committee will not decide upon implementation of the special mandate until it has received a written evaluation of the proposed special mandate including at least the following: (a) A detailed review and affirmation (or disaffirmation) of the theory and economic justification for why the proposed special mandate satisfies the definition of a special mandate; (b) An analysis of the risk, return, and potential costs of the proposed special mandate; (c) A forecast of the impact of including the proposed special mandate on the applicable asset class and sub-asset class structure, within the overall investment portfolio; INV36 N-1 Attachment 1 Investment Committee - Item 5 June 8, 2016 (d) A determination whether there are elements of the special mandate that could be revised or eliminated to improve the likely impact of the special mandate on the economic performance of the Fund; (e) A statement about the proposed special mandate’s consistency with the strategic policy, the Investment Policy and Management Plan, and Investment Beliefs (when adopted); (f) A proposed source of funding for the proposed special mandate and how that impacts the asset class and overall portfolio. In addition, the Investment Committee may also seek the input of legal counsel and external experts or research firms (as needed) to better understand and evaluate the proposed special mandate. 3) Based upon the analysis, staff and the investment consultant(s) will present their findings to the Investment Committee and make a recommendation to pursue the proposed special mandate; make a recommendation not to pursue the proposed special mandate; or, recommend a modification to the proposed mandate for the Investment Committee’s consideration. Any recommendation to pursue a proposed special mandate must include a recommendation about the source of the funds to be allocated to the special mandate and the specific performance objective/ benchmark against which to measure the success of the special mandate. 4) If approved by the Investment Committee, the special mandate will be integrated into the investment portfolio with a capital allocation and other terms as approved by to the Investment Committee, together with any additional resources and staffing necessary to carry out the mandate. The Investment Committee must also approve the appropriate benchmark to measure the investment performance and clarify the overall goal of the any ancillary benefits of each specific mandate, if proposed. REPORTING Annually after the fiscal year end, the Chief Investment Officer will prepare a streamlined “Ancillary - Special Mandates” report that shows the risk and cost-adjusted performance of all the various special mandates relative to their respective asset class or sub-asset class benchmarks as identified under item 4 above. From the date of initial adoption, each individual special mandate will follow reporting cycle: • Every three years, on the anniversary of the initial funding of the mandate, the general consultant will prepare and present a review of the special mandate, including an updated review of the original expected economic risks and opportunities and any material developments since approval of the mandate. • Every six years, on the anniversary of the initial funding of the mandate, the Investment Committee, as part of a fiduciary review, must affirmatively vote to continue the special mandate on terms satisfactory to the Investment Committee under the circumstances then prevailing. The Investment Committee may also terminate or revise the mandate at any time. INV37 N-2 Attachment 1 Investment Committee - Item 5 June 8, 2016 CURRENT SPECIAL MANDATES The following are the special mandates that have been approved or directed by the Investment Committee. These mandates shall be subject to this policy and their “initial funding date” for purposes of this Policy shall be deemed the date on which this policy is adopted. Special Mandate Member Home Loan Program Underserved Urban & Rural California New & Next Generation Managers Developing Manager Program Corporate Governance Activists Energy Star Program Clean Tech Investments Asset Class Allocation Fixed Income, and Open ended now Absolute Return Private Equity $200 million 1 Date 1984 Feb 2002 Private Equity $150 Million2 July 2002 Global Equity $600 million3 March 2003 Global Equity / Corporate Governance Real Estate – office properties Private Equity $700 million4 March 2003 No set allocation $100 mil - VC $400 mil Energy related April 2004 Nov 2004 Initially developed and approved: July 2016 1 The combination of Underserved Urban and Rural California and New & Next Generation intended to be approximately 10 percent of the Private Equity portfolio. 3 4 INV38 Set at five percent of U.S. equity or 12.5 percent of the active U.S. equity management. Set initially at 5 percent of U.S. equity, but also included Non-U.S. mandates. N-3
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