BUILDING A BETTER INVESTMENT COMMITTEE Part 1 of a Series Establishing Effective Board and Committee Processes INDEPENDENT. INTELLECTUALLY HONEST. Christopher M. Meyer, CFA Managing Principal, Truepoint Institutional Advisors EXPERIENCED. Renowned investment consultant and WHY DO INSTITUTIONAL INVESTORS author Charles D. Ellis, CFA, published OFTEN FAIL TO MEET THEIR STATED an article in the Financial Analyst Journal BENCHMARK RETURNS? in the summer of 2012. Reminiscent of Agatha Christie’s novel Murder on the Persistently disappointing returns are often Orient Express, Ellis investigates who is the result of ineffective board structures and responsible for the underperformance of misguided investor behavior. While these can many institutional portfolios. He reviews be considered distinct concerns, they are also the suspects — investment managers, fund interrelated. An ineffective board structure executives, investment consultants, and can lead to misguided behaviors. Likewise, investment committees — and concludes misguided behaviors can lead to ineffective (as Hercule Poirot did in the novel) that structures and processes. all the suspects were guilty. The structural and behavioral hurdles many institutional investors encounter include: ~ The same reality may explain the persistent failure of institutional 1. Absence of effective board and committee processes investors to achieve their ubiquitous 2. Inadequate investment committee governance but evanescent investment goal of 3. Insufficient consideration of agency costs superior results or ‘beat the market 4. Lack of patience and discipline performance.’ The results are 5. Misguided investment focus persistently disappointing.~ Charles D. Ellis, “Murder on the Orient Express: The Mystery of Underperformance,” Financial Analyst Journal, July/August 2012 2 This series examines how certain behaviors restrain long-term performance, while also offering suggestions on where structures and processes can be improved. Recognizing how board structures and investor behaviors impact performance is key to implementing an effective investment strategy. ESTABLISHING EFFECTIVE BOARD AND COMMITTEE PROCESSES The first part of this series reviews critical steps that institutional investors should take: 1. Define the roles and responsibilities of fiduciaries 2. Assemble the investment committee 3. Design and implement an effective investment process Effective governance requires that boards focus their attention on their fiduciary responsibilities, including how the investment process is organized, implemented, and managed. Board members often do not have adequate processes to assist them with their fiduciary responsibilities. A successful approach begins with clearly defining each of the fiduciaries’ roles and responsibilities, thoughtfully structuring the investment committee, and employing processes to effectively implement the investment strategy. This structure — and the reasoning behind it — should be communicated during board member orientation to ensure a thorough understanding of how these organizational practices impact the institution. BUILDING A BETTER INVESTMENT COMMITTEE - PART 1 3 1. Define the roles and responsibilities of fiduciaries In order to effectively execute a strategy, roles and responsibilities need to be clearly defined. Poorly defined responsibilities and a lack of accountability can lead to inaction and confusion. This is especially true for organizations like nonprofits, or even public pension funds, where the board members are volunteers. These issues can also be found with retirement plan committees where members have other full-time responsibilities and can only meet periodically to review the plan. Therefore, adopting a charter that defines the roles and responsibilities of the board, investment committee, staff/chief investment officer (internal or external), consultants, and investment managers is critical to ensuring accountability. Responsibilities in the Investment Decision-Making Process Board: Sets the strategic vision and Consultants: Serve as an extension of oversees the long-term execution of the strategy the staff and support both the staff/CIO and the investment committee Investment Committee: Formulates Investment Managers: Manage the investment strategy and evaluates its implementation specific portfolio assets on a daily basis Staff/CIO: Provide daily execution of the portfolio and oversee the consultants, investment managers, and other service providers 4 BOARD STAFF/CHIEF INVESTMENT OFFICER The board has the ultimate fiduciary Staff typically has daily responsibility for responsibility for the investment portfolio. administering the portfolio. For larger Therefore, the board must ensure that institutions, often a chief investment officer appropriate policies are in place and that these (CIO) serves in this capacity. Institutions policies are being effectively implemented. At unable to afford hiring an internal CIO should board meetings, the focus should be on this consider an outsourced CIO. Regardless of the oversight role and not simply reviewing short- structure, the CIO (internal or external) should term performance. Second-guessing portfolio be responsible for executing all investment decisions or offering investment opinions is not decisions and also serve as the primary contact the role of the board. Rather, board members for the portfolio’s investment managers, should ensure the policies adopted are being consultants, and custodians. Because of the followed and the long-term investment different governance structures, clear delineation plan is being implemented. of roles and who has discretion for which decisions is imperative for effective execution. INVESTMENT COMMITTEE The investment committee is responsible for CONSULTANTS taking the board’s strategic vision for the Investment consultants often are hired to organization and developing an investment assist the staff and investment committee in strategy to achieve that mission. Before overseeing the investment portfolio. devising the investment strategy, however, the investment committee needs to understand Their responsibilities may include: how it wants to accomplish its goals and • Providing recommendations and reports therefore must embrace a shared investment (e.g., asset allocation studies, investment philosophy. Without this philosophical manager research, and education) to underpinning, the committee risks taking a assist in structuring the portfolio haphazard approach to investing. Once the committee has articulated a strategy and • Monitoring the activities of each investment manager and investment fund philosophy, its primary focus should be to ensure that the strategy is followed and to oversee the administration of the fund. The • Assisting in drafting the Investment Policy Statement investment committee is also charged with • Issuing quarterly performance reports meeting periodically (e.g., quarterly) to review • Attending investment committee meetings the portfolio, review the investment team, and and being available to offer necessary reaffirm the investment strategy and approach. support and advice BUILDING A BETTER INVESTMENT COMMITTEE - PART 1 5 These responsibilities will be significantly The Rise of the Outsourced CIO influenced by the depth of staff resources and committee expertise. Institutions with limited investment staff and modest committee The outsourcing of the role of chief investment officer has become more popular in recent years. member expertise understandably will rely more on consultants than institutions with large dedicated staffs and substantial ADVANTAGES TO CONSIDER committee member expertise. In order to • Clear accountability for performance roles need to be clearly defined and • Increased oversight of assets expectations plainly communicated. • Disciplined decision making • Efficient implementation • Better allocation of board and committee time effectively utilize the skills of a consultant, Outsourced CIOs typically provide the same services as a consultant, with the additional responsibilities of supervising investment managers (with the discretion to hire and fire) and determining the The outsourced CIO model is designed to appropriate asset allocations within the help institutional investors overcome many investment policy parameters. common barriers to success. INVESTMENT MANAGERS Investment managers are hired to manage specific mandates (e.g., large cap stocks, small cap stocks, international stocks, bonds, or real estate). In this role, they are responsible for the day-to-day management of their assigned portfolios. Although fairly straightforward, the investment managers’ roles and duties still must be well understood. 6 2. Assemble the investment committee The investment committee provides the critical service of ensuring that the investment fund meets the organization’s objectives, which are often diverse and dynamic, and that the fund is administered properly. An investment committee that is not focused, not sufficiently deliberative, or does not clearly understand its objectives faces a considerable struggle to execute its fiduciary duties. Therefore, when assembling an investment committee, the board should purposefully decide on the number of committee members, their terms, and the desired skillsets and diversity. For nonprofit organizations, membership should not be conferred simply to the largest donors or most successful community members, but rather, to those who offer expertise and are available to meet regularly. Moreover, boards should seek members who are humble, open-minded, patient, consensus-oriented, and capable of asking probing questions. BUILDING A BETTER INVESTMENT COMMITTEE - PART 1 7 SIZE Large committees can be unwieldy, as well as susceptible to groupthink and social loafing. Attempting to organize a dozen or more people and allowing each member to meaningfully contribute is difficult. Large groups are more prone to seeking harmony and minimizing conflict than smaller groups. Often this will lead to decisions without critical analysis from each member and the Large groups are difficult to manage, more susceptible to groupthink, and more likely to avoid conflict. suppression of dissenting viewpoints. Furthermore, large groups of people tend to exert less effort than smaller groups. Generally, five to seven members are sufficient to provide the necessary breadth of opinions without being overly burdensome. TERMS Terms should be clearly defined to safeguard against complacency and to ensure new members have the opportunity to offer fresh ideas and opinions. Unlike other board committees, however, investing requires a long-term view, and that perspective should be well understood. Therefore, Terms of at least five years balance the need for continuity and fresh ideas. continuity of members and institutional knowledge must be preserved. Frequent committee turnover can lead to changing investment beliefs, which can be detrimental to a successful long-term investment strategy. Therefore, members should serve terms of at least five years, and re-appointments should be possible for contributing members. This term structure allows for one or two new members every few years while maintaining long-term continuity. 8 SKILLSET/DIVERSITY Sometimes board and committee members In selecting new members, diversity should will have conflicts of interest, such as working be considered. Multiple opinions and for a firm that would like to be considered to perspectives can be beneficial. If everyone manage a portion of the portfolio. This should had the same knowledge, same skillsets, same be unacceptable, and a strong conflict of life experiences, and the exact same beliefs, interest policy should be adopted to prevent there would be no need for a committee, members from personally benefiting through because one person could serve the role. their role on the board or committee. Therefore, carefully selecting members based on their skillsets and life experiences can reap These principles apply to all organizations, enormous benefits. Having an investment not just those that are forming investment committee composed entirely of finance and committees for the first time. For investment professionals, despite the organizations with functioning investment apparent advantages, may not be the best committees, the board should periodically approach, as these individuals may not evaluate the structure of the committee, adequately consider outsiders’ perspectives. including the number of members, the Including business and community leaders length of their terms, and the need for with expertise in fields other than finance diversity. If change is needed, the board can can provide differing views and encourage adopt new guidelines and enhance existing the committee to thoughtfully reconsider documentation to more thoughtfully structure established beliefs. the investment committee. Although diverse perspectives can be beneficial, the committee members should share common values. For instance, in order to benefit from each committee member’s different skills and backgrounds, the members Diversity of perspective and experience is must be willing to embrace a degree of important. Shared conflict and share their views openly. values are critical. Furthermore, the committee members should focus on the needs of the organization as opposed to their own personal goals. BUILDING A BETTER INVESTMENT COMMITTEE - PART 1 9 3. Design and implement an effective investment process Institutions with appropriate policies and These questions encompass high-level, strategic well-constructed boards still require effective concerns, such as determining where the investment processes to be successful. Boards investment committee, managers, consultants, can rely on proven practices in designing and and staff believe they can add value. Areas to implementing their approach. discuss include: • Strategic asset allocation – setting the ARTICULATE THE INVESTMENT long-term strategic target allocation PHILOSOPHY AND STRATEGY FIRST • Tactical asset allocation – purposefully At the outset, the investment committee deviating from the target allocation must devote sufficient time to formulating an investment philosophy to guide their strategy discussions. These beliefs should be recorded as an explicit investment creed or mission in order to ensure continuity and adherence to a long-term disciplined approach. • Opportunistic investing – including investments not in the target allocation • Manager selection – hiring and firing investment managers • Active management – deviating from the benchmark (index) portfolio In defining the strategy, the committee should Further, the implementation of these decisions work through a number of critical questions, must be clarified and communicated so all the answers to which will enable clearer stakeholders are keenly aware of their roles communication of these beliefs. See sidebar: and responsibilities. An Investment Strategy Checklist. 10 An Investment Strategy Checklist How do investment objectives align with and contribute to the institution’s mission or goals? How is success defined? Where can the fiduciaries (investment committee, outside managers, consultants, and staff) add value? How does the organization define risk? Where is the group willing to take risks, and who will manage and monitor those risks? Is the committee comfortable with underperforming its benchmarks? If so, by how much and for how long? Is the committee willing to appear wrong in the short term in order to be right over the long term? If so, for how long will the organization tolerate being wrong in terms of underperformance? BUILDING A BETTER INVESTMENT COMMITTEE - PART 1 11 A key consideration in determining investment Asset allocation: What asset classes should be strategy is understanding various risks and the in the portfolio? What are the target weights ramifications to the institution when the port- and ranges? folio does not perform as expected. Examples Further considerations include: of risk include: • What are the rebalancing guidelines (as • Permanent impairment of capital • Underperforming long-term investment objectives • Volatility • Probability of loss • Underperforming benchmarks • Underperforming peers The investment committee should prioritize which risks are of concern and also seek to understand how they will respond when faced with these risks. demonstrated by asset allocation ranges)? • Should there be strategic factor tilts, such as market capitalization, style (e.g., value), or geography (e.g., U.S. vs. international; developed vs. emerging markets)? • Do illiquid assets provide a premium, and how much liquidity is needed? • Which assets should be actively managed vs. passively managed? • Should tactical asset allocation be employed? Manager evaluation: How will investment DEVELOP AN INVESTMENT managers be selected and evaluated? This POLICY STATEMENT is important to understand beforehand Once the committee has determined the as managers invariably will underperform appropriate philosophy and strategy, it needs at some point. Acknowledging this and to document how that approach should be determining how the committee will react executed. These issues should be formally to this inevitable occurrence is imperative to articulated in an Investment Policy long-term success. Statement (IPS). Guidelines and restrictions: What constraints will be in place to control risk and ensure Topics and questions to consider include: Investment objectives: What is the long-term the portfolio does not assume unintended exposures? goal of the portfolio, and how much short- Performance and risk measurement: Which term volatility can be tolerated? metrics will be used to determine success? Spending policy (endowments and foundations): What spending is sustainable based on the target asset allocation? 12 BEST PRACTICES FOR INVESTMENT COMMITTEE MEETINGS Once the IPS is adopted, the investment The best committee members understand committee is responsible for ensuring their roles as fiduciaries and recognize that compliance with the agreed-upon provisions. they are not responsible for managing the Much of this work will occur in the investment portfolio. Rather, they focus on the following: committee meetings. Although monitoring • Understanding the investment process portfolio performance will be a part of employed and determining whether it this process, the committee should avoid adheres to the institution’s strategic vision. spending an inordinate amount of time scrutinizing each investment manager and their performance. • Evaluating staff and other fiduciaries to ensure they are properly implementing the long-term investment strategy. This requires Further, valuable committee meeting time should not be devoted to discussing members’ opinions on the economy or participating in operational decisions, such as manager selection, tactical asset allocation, opportunistic investing, and continuous communication and clarity of the long-term objectives and short-term risk tolerance outlined in the IPS. • Periodically reviewing the investment philosophy and strategy to ensure the approach can achieve the institution’s mission. rebalancing. Yet, these are often the agenda items covered at investment committee Well-run meetings begin with planning and meetings, because people typically enjoy preparation. An effective committee chair discussing interesting topics and being part will meet with staff to discuss the agenda, of the operational decisions. In reality, though, understand how much time should be devoted the quarterly investment committee meeting to each agenda item, and know what items is ill-designed for operational decisions. need approval and which are informational. Attempting to make critical decisions such as Materials should be sent well in advance to these while meeting for a couple of hours four give committee members enough time to times a year is imprudent. review and prepare for the meeting. BUILDING A BETTER INVESTMENT COMMITTEE - PART 1 13 A Checklist for Institutional Investing Success Formal orientation programs for board and committee members so they can understand their precise roles and responsibilities, as well as the organization’s history and mission An investment committee comprised of five to seven members, who serve terms of at least five years A charter that clearly delineates the roles and responsibilities for each group in the fiduciary team A conflict of interest statement for board and investment committee members A formal Investment Policy Statement (IPS) Effective meetings that focus on long-term objectives, with investment committee members serving as fiduciaries rather than managers 14 Discussions and decisions should be documented, and follow-up items should be identified and assigned to the appropriate parties with target due dates. Meeting minutes, including follow-up items, should be sent within a week after the meeting while the information is still fresh and not a week before the next meeting. Devoting time and effort to these simple organizational processes should lead to well-run meetings and more effective decision-making. FOLLOWING A PROVEN PATH TO SUCCESS The recommendations described above are Organizations seeking to adopt these common sense and few would disagree with practices should focus on instituting or adopting this course of action. Nonetheless, a improving these areas in a deliberate manner. surprising number of boards and committees Board members should not assume that just do not follow these modest organizational because a structure is in place that it cannot practices, frequently leading to ineffective be improved. Providing additional and even meetings and frustrated committee members. simple structural supports can help a fiduciary Understanding fiduciary roles and responsibilities team run more efficiently and ultimately should lead to better accountability. A more improve investment returns. thoughtful approach to committee composition should result in members who work well together and complement each other’s skillsets. Finally, adhering to sound investment strategy processes and understanding the intent of investment committee meetings should lead to effectivelyrun meetings and well-reasoned decisions. BUILDING A BETTER INVESTMENT COMMITTEE - PART 1 15 As Managing Principal of Truepoint Institutional Advisors, Chris guides investment strategy and provides ongoing portfolio implementation and oversight for institutional clients. He has more than 25 years of investment experience, previously serving as Managing Principal and Chief Investment Officer at Fund Evaluation Group. A member of the CFA Society of Cincinnati, Chris holds the Chartered Financial Analyst designation. He received his MBA in Finance from The Ohio State Christopher M. Meyer, CFA University and earned a B.S. degree in Statistics and Economics from the University of Akron. Prior to graduate school, Chris worked in the trust department of Fifth Third Bank. Chris currently serves as the Investment Committee Chair for the Cincinnati Retirement System (previously served as Board Chair), Chairman of the Board of Directors for the Lambda Chi Alpha Educational Foundation (previously served as investment committee chairman), and as a member of the Finance Council at St. Antoninus Church. He previously served as President of the Board of Trustees for the Cincinnati Reds Hall of Fame and Museum, on the Finance Advisory Board for the University of Cincinnati MSBA program, the board of the Madcap Productions Puppet Theatre, and as Chair of the Parish Council for St. Antoninus Church. Contact Us Hal Maskery, CIMA® About Truepoint Institutional Advisors Truepoint Institutional Advisors is a division of Truepoint Wealth Counsel, Director of Business Development offering investment advisory services for endowments, foundations, 513.878.8045 nonprofits, trusts, retirement plans, and other institutional investors. [email protected] Our mission is to help small and mid-sized organizations manage their Christopher M. Meyer, CFA investments more effectively and efficiently. We believe in accountability, Managing Principal transparency, and an intellectually honest approach to investing. 513.792.3374 [email protected] Learn more at TruepointIA.com 4901 Hunt Road | Suite 200 | Cincinnati, OH 45242
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