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2016 ANNUAL TPG GES REPORT
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TABLE OF CONTENTS
TABLE OF CONTENTS
FOREWORD FROM TPG LEADERSHIP 3
RESPONSIBLE INVESTORS 4
GLOBAL ENVIRONMENT: GLOBAL BUSINESS 6
SOLUTIONS CAPITAL 7
ASSESSMENT AND IMPACT 8
POWER OF THE NETWORK 10
GOVERNANCE 11
ENVIRONMENTAL 12
SOCIAL 15
EXIT CASE STUDY 17
COMMUNITY 19
FORESIGHT 20
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3FOREWORD
FOREWORD FROM TPG LEADERSHIP
Sustainability and ESG is a dynamic element of TPGs investment business. Our investment focus spans the globe, and we work on almost every continent and in every economic sector. Our world and the environments, the social contexts, the legal and governance systems within which we and our investors operate, change constantly and change rapidly. Governance is a priority for TPG and, in fact, we believe GES instead of ESG is a more appropriate acronym, thus the title of our report.
Sustainability and ESG is an important aspect of our business, and our strong core principles and practices enable us to address these issues in an integrated way across the Firm. Such decisions are incorporated into our investment decisions through rigorous due diligence, governance, management and operation of our portfolio companies. We strive to be systematic to measure our results and to be transparent. We engage in active discussions with our investors and limited partners to align with their interests in, and perspectives on, Sustainability and ESG.
We have a dedicated team of professionals who have the responsibility to advance these principles and practices within the firm and our portfolio companies. We recognize the value of the embedded wisdom and experience on Sustainability and ESG and we share that knowledge and best practices with all our portfolio companies, with whom we are partners on this initiative.
This 2016 TPG GES Report highlights the outcome of our activities over the past year. We continue to make
substantial progress in learning how ESG due diligence in the investment process can not only mitigate risk but also how it can identify opportunities to create value. We are also working both deeper and more broadly across our portfolio companies to create greater impact and value, not only by reducing costs and improving resource efficiencies, but also by increasing our focus on supply chain issues, tapping employee interest and engagement, and responding to increasing customer preferences. Case studies are also included to show how some of the leadership of our portfolio companies, have helped to address important environmental or social issues, and contribute to constructive solutions.
Looking ahead, we remain focused on our responsibility to earn a great return for our investors as well as aligning with our investors expressed interests and desire to address important issues. We believe that our Sustainability and ESG Program plays an essential role in fulfilling that mission.
We are deeply committed to the view that investment capital and our ability to deploy it has a critical role to play in addressing challenges, needs and human aspirations in vital areas such as education, healthcare, access to capital and economic opportunities, transportation and communications, energy, adequate and clean water, clean air, and waste disposal. We see a positive opportunity for TPG and our focus on Sustainability and ESG to have an impact on these issues, and, as we address these dynamic challenges, we will continue to dedicate and leverage our global expertise and network.
David Bonderman Chairman and
Founding Partner
Jon Winkelried Co-Chief Executive Officer
and Partner
Jack Weingart Managing Partner,
TPG Funding
Jim Coulter Co-Chief Executive Officer
and Founding Partner
Jonathan Coslet Chief Investment
Officer and Partner
Jerome Vascellaro Chief Operating
Officer and Partner
The Dynamic Nature of Sustainability and ESG
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4RESPONSIBLE INVESTORS
RESPONSIBLE INVESTORS
Sustainability and ESG Highlights
Since its founding, TPG has focused on responsible investing through the life cycle of our private equity investments. TPG has dedicated full-time resources to support its long-standing commitment to the Sustainability and ESG Program.
The Firms Global Sustainability and ESG Policy (as described below) does not take a one-size-fits all approach. We seek to be opportunistic where ESG initiatives can assist in creating enterprise value.
70TPG colleagues that
sit on non-profit boards
48Sustainability and ESG Performance Self-Assessment 3.0 Participants
30%Increase in Annual Self-Assessment
participants versus 2014
8Sustainability
Leadership Council summits held
90Portfolio companies
engaged on Sustainability
and ESG initiatives
100+Members on TPG
Sustainability Leadership Counsel portfolio company
Yammer web portal
TPGs Global Sustainability and ESG Policy
TPGs Sustainability and Environmental, Social, and
Governance (ESG) Program supports the Firms long-
standing consideration of environmental, health and
safety practices in due diligence, investment decisions,
and operations. The broad set of Sustainability issues
(including social and governance issues) have material
influence on TPG Capitals assessments of risk, valuation,
profitability, and opportunity, across the portfolio.
TPGs commitment is to: Incorporate Sustainability and ESG
considerations into our investment diligence
and decisions
Ensure that Sustainability and ESG practices
are implemented and that measurable results
are achieved in our companies and
our operations
Strive for greater transparency from
our companies
Our focus on Sustainability and ESG issues enables: Better investment decisions
Enhanced results for investors, portfolio
companies, stakeholders and TPG
TPG companies to be better global citizens
OWNERSHIPPRE-INVESTMENT EXIT
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1 4
2 5
3 6
RESPONSIBLE INVESTORS
RESPONSIBLE INVESTORS
To further our commitment to responsible investment and support the need for greater transparency within the industry, TPG became a signatory to the United Nations-backed Principles for Responsible Investment (PRI) in 2013.
How TPG Aligns with the 6 PRI Principles
We will incorporate ESG issues into investment analysis and decision-making processes
We will promote acceptance and implementation of the Principles within the investment industry
We will be active owners and incorporate ESG issues into our ownership policies and practices
We will work together to enhance our effectiveness in implementing the Principles
We will seek appropriate disclosure on ESG issues by the entities in which we invest
We will each report on our activities and progress towards implementing the Principles
TPG Global Sustainability and ESG Policy
ESG due diligence and Investment
Review Committee
Tools, guidelines and training
Regular dialogue with limited partners
Working with industry bodies
Public speaking engagements
Dedicated Sustainability and ESG team
Portfolio Company engagement
and monitoring
Annual Sustainability and ESG
Performance Self-Assessment
Share best practices
TPG-led annual conferences
PRI Advisory Committee
PRI framework
TPG website: external and internal
Annual GES report
Establish, measure and report on
progress of ESG policies
Report through a TPG portfolio company
work plan and framework
Public disclosure of information
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6GLOBAL ENVIRONMENT
GLOBAL ENVIRONMENT: GLOBAL BUSINESS
Our extensive network is comprised of well-established teams and long-term, local relationships around the world. We recognize that the changes in the global environment affect our global business. As we grow and become more diverse, we will continue to ensure that Sustainability and ESG are integrated into all aspects of our Firms business and global matters of interest, as highlighted below, are addressed and widely understood.
Shaded areas represent countries in which we have invested
17 offices worldwide in 11 countries
Over 475 professionals
Over 30 nationalities represented
A Truly Global Organization
MONTREAL: CARBON PLEDGE
USA: THE CLEAN POWER PLAN
PARIS: COP21 AGREEMENT CARBON PLEDGE
UK: ESOS, CRC, MODERN SLAVERY ACT
TPG AT WORLD ECONOMIC FORUM IN DAVOS
ASIA: RESPONSIBLE SUPPLY CHAIN
AUSTRALIA: RENEWABLES
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Environmental, Social and Governance Due Diligence
Network and Community Building
Sustainability and ESG Portfolio Company Program
Key External Stakeholder Relationships and Reporting
SOLUTIONS CAPITAL
TPGs Alternative & Renewable Technologies (ART) growth-equity platform, is dedicated to partnering with companies that deploy
novel business models and technologies to reduce
environmental impact and promote resource efficiency.
With approximately $250 million in assets under
management as of March 31, 2016, TPG ART looks to
help develop companies in multiple sectors, including
but not limited to renewable power generation, energy
efficiency, environmental services, waste management,
agriculture, and industrial technologies.
FEATURED STORY Fortune highlights Bono and TPGs SatyaFEATURED STORY Anuvia
SOLUTIONS CAPITAL
At TPG, we are investors who provide the capital, expertise, and support our partners need to reach their full potential and create greater possibilities. We believe great investments and great returns come from building true partnerships with the leaders, innovators, and companies in which we invest. Integrated into our overall strategy, is our approach to Sustainability and ESG.
TPG Growth
Founded in 2007 to specialize in growth equity and
middle-market buyout opportunities. As of
March 31, 2016, TPG Growth manages more than $7
billion in assets across a variety of sectors including
media, technology, and industrials.
TPGs Sustainability and ESG Key Themes and Strategies
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8ASSESSMENT AND IMPACT
ASSESSMENT AND IMPACT
Dynamic Elements of our ESG Program
While our Sustainability and ESG Program has been in place for many years, our approach and tools remain flexible and dynamic given our firms growth and changing market conditions.
What kind of deal is this?
What kind of company is this?
Thoughtful
Balanced
DESCRIPTION
What data do we need?
Relevant
Concise
Full Transparency
DATA
Have we aired all important points?
Even-handed
Balanced
Provocative
DISCUSSION
Who believes what?
Pressured discourse with respect
Experiential wisdom
DEBATE
What is the best answer for the firm?
All voices heard
Be prepared for all outcomes
Live with it
DECISION
The 5 DS of TPG Diligence
The Investment Review Committee (IRC) an inclusive body where all
persons involved in the investment process are invited to participate.
ESG factors are incorporated into the TPG due diligence process
which is embedded in the Investment Review Committee.
The Sustainability Leadership Council
made up of representatives of portfolio companies engaged in sustainability practices: the function of the council is to enable leaders to
share best practices, drive results, reduce costs, and identify cross-portfolio opportunities
An ESG Framework highlighting leading practices and
opportunities for value creation
An ESG Workplan
consisting of 3-4 actionable opportunities to be implemented
in collaboration during TPGs ownership period
CEO and Portfolio Company Sustainability Awards
An Annual Sustainability and ESG Performance
Self-Assessment
consisting of 40 questions, sent to all portfolio companies
in the Sustainability Leadership Council SLC
An ESG Program Summary
that aggregates our Sustainability and ESG work together during our
ownership period
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9ASSESSMENT AND IMPACT
ASSESSMENT AND IMPACT
TPGs Sustainability and ESG Performance Self-Assessment and Framework Analysis
A systematic process: as a part of TPGs Sustainability and ESG Program, portfolio companies are asked to:
Establish ESG policies
Participate in the TPG Sustainability and ESG Leadership Council
Complete an Annual Sustainability and ESG Performance Self-Assessment, Framework Analysis and Workplan
Measure and report on the progress of their goals and action plans
Through the Sustainability and ESG Performance Self- Assessment and Framework Analysis process, we are able to
determine the current state of the program and where we can focus initiatives to drive progress and value.
1 32 4
ANNUAL SELF-ASSESSMENT ESG WORK PLANESG FRAMEWORK COMMUNICATION
OBJE
CTIV
ESIN
SIGH
TS /
EXA
MPL
ES1
Measure Performance and Identify
Portfolio Trends
Third annual
assessment
40 questions
in assessment
30% increase in
respondents
since 2014
GES Report
Annual conference
PC Webinars
Present Leading Practices and Opportunities
Collaborate on 3-4 Actionable
Initiatives
Track and Share ESG Performance and Lessons Learned
Sustainability Assessment Dashboard
1. The logos displayed are a few examples of the TPG portfolio companies participating in the Assessment and Framework process. Portfolio companies were selected for non-performance based reasons
The TPG Sustainability Assessment Dashboard integrates portfolio company ESG data populated from the annual self-assessment, alongside financial data and general company statistics.
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10POWER OF THE NETWORK
POWER OF THE NETWORK
Sponsors for Educational Opportunity
TPG LEVERAGE PROCUREMENT
TPG FEATURED HIGHLIGHT
Veterans Initiative Summit
TPG served as co-host with The Blackstone Group, The Carlyle Group and KKR at a
summit in October 2015 to share best practices of veteran hiring programs including
those of the following TPG portfolio companies: Taylor Morrison, Uber, Enlivant, Ride,
Jonah Energy LLC, and Caesars Entertainment. The Summit convened representatives
from the White House, U.S. Military, the U.S. Departments of Labor and Veterans Affairs,
private equity portfolio companies, and the U.S. First Lady Michelle Obama, to advocate
and advance veteran hiring, retention, and career development.
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11GOVERNANCE
The way private equity works, with the governance structure, we can push things down into our supply chains so not just our investments but the entire ecosystem within which we operate. If we do so, the noise were making today, which is beginning to permeate the industry, will transform into truly deep impact for years to come and differentiate the industry as one that cares.
Jim Coulter: think GES, not ESG TPG Co-CEO and Founding Partner, 2014
Governance is a priority for TPG and, in fact, we believe GES instead of ESG is a more appropriate acronym, as stated by Jim Coulter in his 2014 keynote at the Private Equity International Responsible Investment Forum. Governance is critical during our due diligence phase of investment, to the structure of our investments and in the ongoing management of our portfolio companies.
As part of our annual portfolio company Sustainability and ESG Self-Assessment, we also dedicate a section to Governance. This allows us to understand our portfolio companies most important governance issues, determine their levels of transparency and stakeholder engagement, and helps us actively manage risk and opportunity.
There are two reasons for companies to operate sustainability. One is economical because it can help you reduce costs the other is business ethics because you want to do business in a positive way.
Charles Bouaziz Ontex CEO, 2015
If you dont get the governance right, then you dont even get to really talk about the environmental and social.
Beth Lowery TPG Capitals ESG Head, 2016
GOVERNANCE
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12ENVIRONMENT
Results:
Supporting a cohesive corporate sustainability strategy
Creative material reusage
Potential impact on strong client relationships
Health and wellness in the workspace
Transforming employee commuting to a sustainable green solution
Reduced CO2, less waste, lower pollution
Long term vision to change the face of commuting in America aiming to take 1 million cars off the road
Energy Foundation Frog Design Recology
FEATURED HIGHLIGHTRides Ann Fandozzi on Carpooling Bloomberg
ENVIRONMENTAL
COLLABORATIVE, GREEN SPACE DESIGN
Helping Cushman & Wakefield clients integrate sustainability and creativity into corporate spaces to maximize collaboration and wellness
Note: case study examples are TPG portfolio companies. Portfolio companies were selected for non-performance based reasons
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13ENVIRONMENT
HEALTHY PEOPLE, HEALTHY COMMUNITIES, HEALTHY PLANET
Using innovation to reduce the corporate footprint, while building and maintaining smart facilities
Results:
Water: 20% reduction beyond code for clubs
Energy efficiency: 20% improvement on a per club basis versus 2010 baseline
56% reduction in lighting W/sq ft; $2.75M annual savings
Renewables: solar system installation offsetting 20% electricity load
PROACTIVELY ENGAGING WITH STAKEHOLDERS
Collaborating with governmental officials and NGOs to protect wildlife and reduce emissions while driving business value
Results:
Reduction of fugitive methane emissions from operations
Wildlife protection and collaboration with the U.S. Department of the Interior, Wyoming, and NGOs approval of new development plan while protecting sage grouse
Investing in local communities and creating resource solutionsJonahs Paul Ulrich with U.S. Secretary
of the Interior Sally Jewell
ENVIRONMENTAL
Note: case study examples are TPG portfolio companies. Portfolio companies were selected for non-performance based reasons
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14ENVIRONMENT
One of our Environment and Community Policy commitments is the systematic identification investigation, evaluation and reporting of natural resource reduction and energy efficiency improvement opportunities.Alinta Sustainability Report 2014-2015
SOLAR STANDARD
Integrating solar panels as part of a standard build package for new homes in select California communities
Results: Created solar energy relationships with leading solar providers
Offsetting each new homes energy usage with renewables, and enabling thousands of dollars of cost savings for each new home buyer
Potential brand differentiation
MAKING RENEWABLE ENERGY MORE AFFORDABLE
Securing Large-scale Generation Certificates (LGCs), under Australias Renewable Energy Target
Results: Solar This Summer Program gives residential customers
the option to buy or lease a solar system (between 1kW and 5kW) at attractive discounts
Transitioning company towards a lower carbon economy through development of additional retail solar products
Growing business through creating and capturing growth opportunities in the Western Australian market
Development of public sustainability reporting
ENVIRONMENTAL
Note: case study examples are TPG portfolio companies. Portfolio companies were selected for non-performance based reasons
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Uber raised over half a million dollars for No Kid Hungry through the app, donated over $200,000 to the American Red Cross to aid disaster relief efforts, and ran hundreds of campaigns in cities across the world including collecting gently-used clothing for Goodwill, delivering free flu shots with trusted medical partners, and donating time and funds to local charity organizations.
SOCIAL
SOCIAL
Initiative: Social / Philanthropy
Example: Sabre signature corporate responsibility program implemented, Passport to Freedom initiative to end human trafficking.
FEATURED HIGHLIGHT
Results:
Survivor Scholarships program implemented (new application process re-opened January 2016)
Increase awareness and education through online training course
Advocate for legislation change, and provides opportunities for leaders to collaborate
Collaborating with leading organizations (e.g. Marriott, UNESCO) to educate travelers on human trafficking through Be a Responsible Traveler.
FIGHTING HUMAN TRAFFICKING
Sabres Passport to Freedom Program unites the travel and tourism industry against human trafficking and slavery
SHOP, REUSE, REIMAGINE
Improving lives through the power of reuse
2015 Results: Diverted more than 650 million lbs of reusable goods from entering the waste stream
Paid 120 non-profit partners (e.g. Epilepsy Foundation, Big Brothers Big Sisters) more than $140M
Sold quality goods at affordable prices: nearly 96% of retail items sold at Savers stores are under $10
Published a Community Impact Report
Note: case study examples are TPG portfolio companies. Portfolio companies were selected for non-performance based reasons
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16SOCIAL
DONATION PARTNERSHIP WITH SAVERS
Providing LifeStorage customers the opportunity to donate storage items to Savers nonprofit partners
Results:
Turning costs at LifeStorage into revenue stream at Savers
LifeStorage customers are given coupons to Savers and donation slips
Benefits: cost savings; client donation and business differentiator
SOCIAL
FOUNDATION AND INGREDIENT TRANSPARENCY 10% of total Chobani profits are
donated to charities through
the Chobani Foundation
Non-GMO ingredients; committed to transparency and supports GMO labeling effort
Works with farmers who share its values and sense of community; local sourcing from nearly 900 local farmers from Chenango County, New York, to Twin Falls, Idaho
10% of profits are donated to the Chobani Foundation; focused on democratizing food and empowering local communities
Note: case study examples are TPG portfolio companies. Portfolio companies were selected for non-performance based reasons
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17EXIT CASE STUDY
EXIT CASE STUDY
TPG and Ontex management worked together on identifying efficiency opportunities and Ontex identified and shared best practices with TPGs Sustainability Leadership Council
Product innovation, certification, recycling and reduction in energy costs were significant in unlocking value and contributing positively to value creation
1. PEFC Sustainable Forest Management Certified 2. ISO 14001 Environmental & Energy Management systems 3. ISO 50001 Environmental & Energy Management systems Note: Case study facts publicly available through Ontex Sustainability report
TPG invests in Ontex and underwrote meaningful ops improvement case
Multi-site certification to ISO 140012 in place
Environmental policy in place
Introduction of FSC ecolabel in place
Ontex presents at 2012 TPG Sustainability Leadership Council Summit, sharing best practices and goals
Roll out of ISO 50001 certified energy management system
Ontex adopts first sustainability charter, first occupational health and safety policy and introduces PEFC1 ecolabel
First plant certified to ISO 500013
Environmental Department renamed Sustainability Department with broader focus
Ontex receives Green Brand Award - Moltex (diapers) & Environmental Product Development certificate for product life cycle transparency -Serenity product
ISO 14001 certification Istanbul and Ortona plants
First Report under Global Reporting Initiative guidelines
Ontex task force ranks most material sustainability issues
ESG Summary:
More than 90% off fluff pulp eco-labelled
53% manufacturing plants PEFC or 27% FSC chain-of-custody certificates
Lean and Green award for commitment to reduce CO2 emissions of logistical activities by 20% in Europe from 2013-17
TPG exits the Ontex investment at an approximate 50% increase in EBITDA multiple and approximately 25% higher earnings
JULY 2010
MARCH 2014
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18EXIT CASE STUDY
EXIT CASE STUDY
TPG and Petco management worked together to establish Petco sustainability initiatives and identify leadership opportunities.
Sustainable products, energy efficiency and supply chain focused on natural resource conservation contributed to value creation
1. LEED Leadership in Energy and environmental Design I 2. RILA Retail Industry Leaders Association 3. LOHAS Lifestyle of Health and Sustainability I 4. WWF World Wildlife Fund
DECEMBER 2009
MARCH 2016
TPG invests in Petco and identifies opportunities for efficiency and industry leadership in sustainable partnerships
Planet PETCO launched to offer natural products for the LOHAS3 eco-conscious customer
EPA ENERGY STAR leader; first LEED1
store
Expanded water, waste, energy, recycle programs
2011 hosted TPGs Fourth Annual Sustainability Leadership Council in San Diego HQ
Supply chain accountability audits initiated
VP Sustainability and Energy manager hired
Operational improvements: recycling, logistics, paper and packaging reduction
1% for the Planet donating 1% of gross sales from Planet Petco products to environmental causes
Growth of natural, organic product line integrate consumers ESG requirements
Founding member Pet Industry Sustainability Coalition
Leading role in Retail Sustainability Initiative of RILA2
Collaboration with WWF4 bringing together manufacturers, retailers, NGOs and other stakeholders to address pet food sustainability
ESG Summary
Solar System at Petco San Diego HQ
Decrease of energy use of 10.2% as a % of sales since 2008
40% waste diversion rate in stores
100% of coral and live rock and 33% of marine species sold in Petco stores are aqua-cultured
Named to Worlds Most Ethical Companies list 2012-2016
TPG exits the Petco investment at an approximate 19% increase in EBITDA multiple
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19COMMUNITY
220 participants in volunteer events, examples include:
COMMUNITY
At TPG, our Founders have created a culture of making
the right choices, throughout TPGs investment
cycle and by actively engaging with our portfolio
companies. We make it about personal choices, rather
than corporate responsibility, encouraging everyone to
become personally involved.
Social Impact is a TPG global initiative focused on
enabling TPG employees to make a tangible difference
in their local communities while creating growth and
leadership opportunities. At TPG we invest in building
TPG Culture
long-term value that benefits all stakeholders. Included
in our values is a sense of shared responsibilities and
commitment to the environment. As individuals, TPG
employees serve on several governing and advisory
boards of local, national and international non-profit
organizations dedicated to environmental effort. TPG
also provides grant funding to local and national
nonprofits supporting our employees
active engagement.
Leadership and Engagement Grants Random Acts of Kindness
TPG-in-Action Events
2015 Impacts
11 Acts nominated by 15
people including:
Myanmar flood disaster
Nepal earthquake
Remembrances of friends and family of the firm
23 grants in support of 70 boards memberships across the firm,
including organizations focused on:
Education
Health
Social services
Environmental issues
Public policy
International aid
Diplomacy
East Harlem Tutorial Program in New York
Swords for Plowshares Care Package Backpacks for Veterans
Care Packages for Troops
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20FORESIGHT
FORESIGHT
Following TPGs 2015 GES report, we wanted
this year to provide further information regarding
our Sustainability and ESG program, as well
as highlighting some of the more innovative
aspects of our strategy. We hope that this report
provides you with meaningful insight.
In 2016, the Sustainability and ESG team
continues to work with our Firms Leadership
to broaden and deepen the integration of the
Sustainability and ESG program across TPG
Global, as part of the overall Firm strategy
and long standing commitment to responsible
investing. As the firm continues to grow, we also
continue to harness strong internal awareness
through ESG training, document templates, Firm
updates, a new sustainability dashboard and
regular dialogue.
Looking forward, we will continue to create
ESG value for our investors, through both the
Firms and our portfolio companies global
ecosystems. We will continue to proactively
work with deal teams on ESG due diligence
and with our operating professionals and
leverage procurement team on portfolio
company sustainability performance and
initiatives, through our systematic assessment
and framework process. We will strive for
greater transparency though reporting and
disclosure, including submitting TPGs annual
PRI framework report, along with our own GES
report. And we will continue to work across the
TPGs platforms and geographies.
TPG is committed to our work within the private
equity industry, driving responsible investment
to create measurable business value. We
understand the importance of Sustainability and
ESG for the Firm, for our portfolio companies,
and for our limited partners. As the industry
collaborates on global issues such as climate
change, we will also continue to collaborate,
leveraging our knowledge, skill set and global
network to encourage long-term ESG integration.
As we firmly believe that the richness of the work
we do is often best shared through dialogue,
the team welcomes the opportunity to further
discuss any of the topics covered in this report.
Private equity is nothing but investing with a
really interesting toolkitESG has a special place
in the toolkit and has to be absolutely core to
what we do.
1. Jim Coulter, TPG Founding Partner, June 19, 2014, PEI Conference, London
William Reilly Edward Norton Kirk HourdajianElizabeth Lowery Emily Croft-Baker