MEMBERSHIPInspiring good governance

“In reflecting on the 20 years since ICGN was first established, what resonates is the endearing friendships we create and a shared vision to promote good governance in all corners of the world. The underlying principles of transparency,

accountability, fairness and responsibility are just as relevant today as they were two decades ago. I encourage you all to maintain the momentum, cherish the memories and embrace the challenges and opportunities ahead. Together, you can help drive consensus and reform for sustainable economies upon which our future generations depend.”

Sir Adrian Cadbury from remarks at ICGN 20th Anniversary Annual Conference, London, 2015

There is no other organisation like ICGN with the power to convene a global governance community of companies and investors alike in their mutual responsibility to protect and generate long term value – ultimately to safeguard prosperity for future generations.

Our mission is to promote effective standards of corporate governance and investor stewardship to advance efficient markets and sustainable economies world-wide. This sets the tone for our work programme which is centred around:

Influencing policy by providing a reliable source of investor-led opinion and experience around governance and stewardship;

Connecting peers at global events to provide a forum for dialogue between companies, investors and other stakeholders; and

Informing debate through knowledge and education to enhance the professionalism of corporate governance and investor stewardship.

Today ICGN members are based in 47 countries with investors responsible for assets under management in excess of US$26 trillion. While our work programme is investor-led, our membership is inclusive and open to companies, advisors, policy makers and others – all of whom play a crucial role in achieving ICGN’s mission.

We invite you to join ICGN where you can contribute to policy development, expand your international networks and share your knowledge on governance and stewardship practices. We value your participation and hope to welcome you to the ICGN network.

Kerrie WaringICGN Executive Director

Promoting corporate governance and investor stewardship

The ICGN was created in 1995 in response to rapid growth in cross-border investment. New ‘global’ investors wanted to exchange ideas, learn from each other and deepen their understanding about governance practices outside their home market. This stimulated the creation of a ‘network’ to help raise standards world-wide.

MEMBERSHIP 03

* Results are from 18% of ICGN membership responding to annual survey in January 2015.

believe ICGN INSPIRES global governance reform

97%refer to ICGN GUIDANCE for day to day work

61%

recommend ICGN MEMBERSHIP to others

97%91%build global peer-to-peer NETWORKS

85%satisfied ICGN membership is good VALUE

What ICGN Members say...

Diverse and inclusive...

Asia & Australasia

Europe

Latin America & Caribbean

Middle East & Africa

North America

Representation ACROSS 47 countries

Investors

Companies

Advisors

Associations

Other

US$ 26trilion

Investors RESPONSIBLE for assets under

management

Open to ALL governance professionals

“To me, the benefit of ICGN membership is the opportunity to connect with the ever growing community of governance professionals. With these insights, I can be more effective in my own role.”

Michelle Edkins Managing Director, Corporate Governance and Responsible Investment, BlackRock, USA

ICGN Guidance

on Non-executive

Director Remuneration

ICGN Guidance

on Board Diversity

Infl uencing • Connecting • Informing

ICGN Model Contract Terms

Between Asset

Owners and Managers

ICGN Guidance

on Political Lobbying and

Donations

ICGN Guidance

on ExecutiveRemuneration

ICGN Guidance

on Securities

Lending

ICGN Guidance

on Corporate

Risk Oversight

Influencing • Connecting • Informing

ICGN Guidance

on IntegratedBusiness Reporting

ICGN Guidance

on Anti-Corruption

Practices

Influencing policyWidely regarded as a reliable source of investor-led opinion, the ICGN actively contributes to public policy consultations, international conferences and media debate. ICGN policy positions draw from our flagship principles on corporate governance and investor stewardship which underpin our policy committee work programme.

“Full-scale reform corporate governance is taking place in Japan. Insights provided by the ICGN have been invaluable and are crucial for Japan’s continued positive journey in improving governance standards for companies and investor alike.”

George Iguchi, Corporate Governance Officer, Nissay Asset Management, Japan

Shareholder rights committee seeks to ensure that investors are properly equipped to exercise their stewardship obligations.

Shareholder responsibilities committee advocates high standards of investor governance and stewardship.

Integrated business reporting committee promotes meaningful disclosure that takes a holistic account of how companies promote long-term value.

Accounting and auditing committee seeks to ensure that financial reports are prepared in accordance with high quality standards and assurance.

Business ethics committee promotes high standards of corporate culture, ethics and integrity.

Remuneration committee encourages alignment of interests of companies with those of investors to ensure remuneration plans motivate long-term value creation.

Corporate risk oversight committee encourages the effective oversight of risk management and the appropriate reflection of risk in corporate strategy and capital allocation.

ICGN Global Governance Principles

ICGN012 Principles Booklet_FINAL.indd 1

16/02/2015 11:21

ICGN Global Stewardship Principles

MEMBERSHIP 05

Connecting peersICGN Annual Conference

Over 12,000 people have participated in ICGN conferences in 30 cities since 1995. Over that time, the ICGN has built a reputation as the go-to-governance convention of the year for investors and companies alike.

We are proud to be hosted by CalPERS and CalSTRS for our Annual Conference in 2016. This takes place at the Fairmont San Francisco between 27-29 June 2016. Plenaries include:

Silicon Valley boardrooms: lessons learned and future challenges

Accelerating board diversity in a US context to maximise value creation

Governance evolution and emerging ESG risks in Asia-Pacific markets

“ICGN events provide an opportunity to participate in thoughtful debate with peers, companies, and regulatory bodies on governance issues. The high quality programmes deliver essential information and learning for a global investor such as the French Reserve Fund and we value our ICGN membership.”

Anne-Marie Jourdan Chief Legal Officer, Fonds de Reserve Pour Les Retraites, France

ICGN Awards

The inaugural ICGN Awards were presented at the 2001 ICGN Annual Conference in Tokyo to Sir Adrian Cadbury (UK), Ira M. Millstein (USA) and Professor Hasung Jang (Korea). Since then, the ICGN Award has been given annually to individuals who have demonstrated exceptional. Anne Simpson, Investment Director Global Governance, CalPERS, received the ICGN Award in 2015 nominated by Robert A.G. Monks, Sir Adrian Cadbury, Ira Millstein and Nell Minow.

“Anne Simpson has for thirty years been at the cutting edge of improving corporate governance and she personifies determination, resilience and courage in overcoming difficulties and barriers to improved corporate governance.” Robert A.G. Monks

Connection Days

Since 2011, ICGN has invited companies to Connection Days, held alongside ICGN events, to meet with a critical mass of global investors. Board directors can discuss governance priorities beyond a handful of the company’s largest investors to a more international group. Investors benefit from direct communication with board directors for meaningful dialogue.

Since 2011, engagements have included:

Societe Generale, Lafarge, GDF Suez

BRF SA, EcoRodovias

Telecom Italia, Pirelli, Prysmian, Generali

Mitsubishi, HOYA, Sony

Red Electrica, Ferrovial

Regional events

In March 2016, ICGN was hosted by the Deutsche

Börse AG in partnership with Deutsches Aktieninstitut & Frankfurt Main Finance. The event focused on the supervisory board system in Germany and the likely impact of the European Shareholder Rights Directive on investor and company stewardship responsibilities.

In December 2016, ICGN proudly

partners with the International Integrated Reporting Council in London. The event will focus on how to enhance the corporate reporting system and engagement between companies and investors.

Informing debateESG Training Courses

Following an award from the European Commission in 2011, the ICGN ESG Programme is the world’s first in-person programme for investors on how to identify, analyse and integrate ESG factors across the investment chain. Developed ‘by investors, for investors’, over 200 people have participated in courses delivered across nine jurisdictions.

Modules include:

Managing your responsibilities as an ESG professional

ESG analysis and corporate valuation

Integrating ESG into the investment process

Strategies of stewardship and engagement

Managing proxy voting and the accountability chain

ICGN Yearbook

First published in 2005, the ICGN Yearbook draws on insights from the world’s leading commentators on corporate governance issues. It provides a memento of governance developments over the years and serves as a point of reference on topical issues of the day.

“We often presume our challenges to be unique, but when we engage we find resonance in our diverse experiences. Reading the contributions to the ICGN Yearbook left me with a clear sense of universal issues and common challenges and that our shared experience in the search for local solutions is an invaluable resource. Regular, focused and frank disclosure is imperative to continuous improvement the world over.”

Loren Wulfsohn, Assistant Group Company Secretary Shareholder Services, HSBC

ICGN Scholarships

In 2007, the first ICGN scholarships were awarded to support individuals working in difficult environments to promote good corporate governance reform at a local level. Since that time, over 60 individuals from 40 countries have benefited from the programme. Today, ICGN offers two scholarship awards in memory of Sir Adrian Cadbury and Alastair Ross Goobey and their contribution to corporate governance reform worldwide.

Alastair Ross Goobey

Sir Adrian Cadbury

Website

The ICGN website provides latest updates on our work programme including best practice guidance, consultations and events. A number of tools are available exclusively to ICGN members including:

ICGN Connect enabling Members to search for peers across the world via an

online networking portal.

Country Correspondents offering a ‘first stop shop’ for country specific information, useful links and data.

ICGN YEARBOOK 201330

Indra Nooyi, PepsiCo

Sustainable

capitalism

Why is the theory of sustainable

capitalism so difficult to achieve in

practice? Indra Nooyi provides the

answers and a way forward.

WWW.ICGN.ORG 31

THE VIEW FROM THE BOARDROOM

Much has been written about

sustainable capitalism. It’s been

the subject of discussion for many

forums, prestigious think tanks and

academic institutions. Some people

have lauded the concept. Many have

criticised it. Many companies have

actually struggled to deliver on this

notion. What is it and why is it so

difficult to deliver on?

When I think of sustainable capitalism,

I’m referring to private enterprise that

manages itself for a certain level of

returns, balanced with the duration

and sustainability of these returns. It

is business that balances stakeholder

concerns with shareholder needs, and

most importantly, it is business that

recognises that, wherever it operates,

it does so responsibly.

Engine Charlie

There’s an enlightening story about

sustainable capitalism that begins in

the early 1950s. It concerns a man

named Charles E. Wilson, nicknamed

‘Engine Charlie’ because he was the

CEO of General Motors.

In those days, General Motors was

truly an iconic American company.

During World War II, Engine Charlie’s

General Motors had secured the

largest government contract of any

corporation. After the war ended, GM

controlled 50 per cent of the domestic

automobile market and employed

more than 600,000 people.

When President Eisenhower needed

to select a Secretary of Defense,

Engine Charlie seemed like the natural

– and uncontroversial – choice. But

then came the confirmation hearings,

where the Senate Armed Services

Committee asked Engine Charlie if he,

as the Secretary of Defense, would

be prepared to make decisions that

were in the national interest, but were

adverse to General Motors’ interests.

Charlie responded with one of the

most infamous political gaffes ever:

“What is good for General Motors,”

Wilson reportedly said, “is good

for America.”

“What’s good for GM is good for

America” became a cultural proof

point, indicative of the ‘arrogance’

of the business community. But the

irony is that Engine Charlie never said

that. In fact, he had said exactly the

opposite. He said: “I cannot conceive

of a situation where America’s

interests and General Motors’

interests do not align, because for

years, I thought that what was good

for the country was good for

General Motors.”

These words, stated back in the

1950s, are profound: “What is good

for the country is good for General

Motors.” I would like to pick up on

this theme and explore “what is good

for our country” as a starting point for

sustainable capitalism.

Measuring performance

We can all agree that any successful

economy has to have economic

growth and security. This is only

possible with a thriving private

enterprise that generates strong

returns, and constantly renews itself

to sustain these returns for the long

term. For a country to be able to

thrive, plan and invest in important

priorities like education, healthcare

and infrastructure, it has to have

the confidence in both the level and

duration of returns from

private enterprise.

We all know how to manage for a

desired level of performance. We

have quarterly financials, constant

share price updates, and financial

dashboards that show us the

level of performance at any

given moment.

It can be very tempting to put all our

energy and resources into maximising

the level of returns in the short

term; but the country also needs

private enterprise to manage for

the long term. This is the challenge

for business leaders: to effectively

balance both the level and duration of

performance in an environment that

perhaps does not fully appreciate the

need for this balance.

This is no easy task. Managing for

duration means that you do not

generate wealth and opportunity

today at the expense of others, or at

the expense of future generations,

shareholders and society alike. It

requires adequate levels of investment

by every company in areas like long-

term research and development,

people training and development,

and organisational renewal so

that companies can address the

challenges they face to operate

successfully in today’s volatile,

global, highly-competitive, uncertain

environment. It also means worrying

about a company’s impact on society.

A company that keeps its costs down

by deliberately dumping its waste

into a nearby river may be delivering

the levels of profit a company needs

in the short term, but it’s certainly

not delivering on duration, because

somebody else has to pick up those

costs to society.

Unfortunately, I’m not sure that

private enterprise is delivering on the

imperative of sustainable capitalism.

In fact, I can say with a great degree

of confidence that, despite the

awareness of the incredible long-

“It can be very tempting to put

all our energy into maximising

short-term returns, but the

country also needs private

enterprise to manage for the

long term.”

>

MEMBERSHIP 07

ICGN Milestones...ICGN founded at a meeting of the Council of Institutional Investors in Washington DC

First ICGN Board elected by Members in Paris

Sir Adrian Cadbury, Ira Millstein and Hasung Jang receive inaugural ICGN Award

First ICGN Executive Director is appointed in London

ICGN Scholarships launched in Cape Town

First Country Correspondent appointed from Brazil

European Commission mandate awarded for ESG training

First ICGN Academic Meeting held hosted by Nyenrode Business School

ICGN Global Stewardship Principles published

Policy to ‘develop corporate governance guidelines’

agreed in London 19961995

1997

2001

2004

2007

2010

2012

2014

2016

1999

2003

2005

2008

2011

2013

2015

Adopted OECD Principles of Corporate

Governance

ICGN Global Corporate Governance Principles

initiated

Inaugural Yearbook published

ICGN formalised as a company limited by

guarantee

Company engagements begin with ICGN

Connection Day in Paris

Global Network of Investor Associations established

in New York

ICGN celebrates 20 year anniversary

Join the ICGNBecoming an ICGN Member places you at the heart of the global governance community, enhancing your visibility, networks and knowledge.

2016 fee schedule

Investors AuM - £bn fee memberships >60 £2,420 4 >10 <60 £1,815 3 >1 <10 £1,210 2 >1 £605 1Companies Category fee memberships For Profit £605 1 Non Profit £353 1Individuals £353 1

• Fees are subject to UK value added tax if applicable.• A joining fee of £49 (excl. VAT) is payable on initial

subscription. • Registrations received between 1 January – 30 June are

subject to an annual subscription. • Registrations received between 1 July – 31 December are

subject to an 18 month subscription.• Membership is renewed annually on 1 January.

Apply

www.icgn.org/membership marlice.johnson@icgn.org +44 (0)20 7612 7084

Elect the ICGN Board of Governors and approve

our work programme

Receive free guidance, viewpoints and policy updates

Fast-track career development with ESG education

Network at international events and benefit from Member discounts

Influence public policy through ICGN Committees

Nominate candidates for ICGN Awards

Contribute to the ICGN Yearbook and share your

insights on emerging issues

Act as a Country Correspondent providing local knowledge to a

global audience

MEMBERSHIP 9

Investor and Corporate Members

AAberdeen Asset Management

Acadia Investment Management

Achmea Investment Management

Addenda Capital Inc.

AIMCo

Alliance Bernstein L.P.

Allianz Global Investors

Allied Electronics Corporation Limited

Amber Capital LLP

AMP Capital

Amundi Asset Management

AP1, Första AP-fonden

AP2, Andra AP-fonden

AP3, Tredje AP-fonden

AP4, Fjärde AP-fonden

AP7, Sjunde AP-fonden

APG Asset Management

Arabesque Asset Management Ltd

ATP

Aviva Investors

Axa Investment Managers

BBaillie Gifford & Co

BHP Billiton International Services Ltd

BlackRock

BNP Paribas Asset Management

Boston Common Asset Management

BP International Limited

Breckinridge Capital Advisors

British Columbia Investment Management

CCaisse des Dépôts et Consignations

CalPERS, California Public Employees’ Retirement System

CalSTRS, California State Teachers’ Retirement System

Canada Pension Plan Investment Board

Capital International, Inc.

Cartica Capital

Cbus

CCLA Investment Management

Cevian Capital

Charles Schwab Investment Management

CM-CIC Asset Management

Coca-Cola Company (USA)

Colorado Public Employees’ Retirement Association

Comgest

Cyient Limited

DDeguest Pte Ltd

DIAM co, Ltd

Domini Social Investments LLC

EElement Investment Managers (Pty) Ltd

FF&C Investments

Fidelity Worldwide Investment

Fonds de Reserve Pour les Retraites

Franklin Templeton Investments

Future Fund

GGas Natural SDG, S.A.

Generali Investments Europe

Genesis Investment Management

Glencore plc

GO Investment Partners LLP

Government Employees Pension Fund of South Africa

Government Institutions Pension Fund Namibia

HHESTA Super Fund

Highgate Capital Management

Hoya Corporation

HSBC Global Asset Management

IIntel Corporation

JJP Morgan Asset Management

JP Morgan Chase

JPMorgan WSS

Jupiter Asset Management

KKnight Vinke Asset Management

Kumpulan Wang Persaraan (Diperbadankan), KWAP

“ICGN provides an indispensable forum for discussing emerging governance issues, learning best practices from global thought leaders and exchanging topical ideas with peers. For CalSTRS, with our $186.6 billion global investment portfolio, no other organisation better fits our needs in this area.”

Aeisha Mastagni Investment Officer, CalSTRS, USA

“ICGN is an invaluable forum for discussing how governance is evolving in different markets. PREVI’s participation in ICGN is key to building relationships with foreign institutions and investors who actively engage with companies on corporate governance practices.”

Marco GeovanneExecutive Director of Governance and Holdings, Previ, Brazil

LLACERA, Los Angeles County Employees

Retirement Association

Lazard Asset Management

Legal & General Investment Management Limited

Legion Partners Asset Management, LLC

MMainePERS

MEC Company ltd.

Microsoft

Mirova – Natixis Asset Management

MN

Momentum

NNEI Investments

Nestle SA

New Zealand Superannuation Fund

Newton Investment Management

Nissay Asset Management

NN Investment Partners International Holdings BV

Norges Bank Investment Management

Novartis International AG

OOFI Asset Management

Ohio Public Employees Retirement System

Old Mutual Plc

Omers, Ontario Municipal Employees Retirement System

Ontario Teachers’ Pension Plan

OPSEU Pension Trust

ORIX USA Corporation

PParnassus Investments

Pensioenfonds PNO Media

Pensioenfonds Vervoer

PepsiCo, Inc.

Pfizer Inc.

PGGM Investments

PhiTrust Active Investors

Pirelli & C. S.p.A.

PJSC LUKOIL

PREVI – Caixa de Previdencia dos Funcionarios do Banco do Brasil

Prudential Financial

Prysmian Spa

PSP Investments

RRBC Global Asset Management

Red Electrica Corporation SA

Red Mountain Capital Partners LLC

Robeco

Rockefeller & Co.

Royal London AM

RPMI Railpen Investments

Russell Reynolds

SSarasin & Partners LLP

SAS Trustee Corporation

SBA, State Board of Administration of Florida

Schroder Investment Management

Societe Generale

Solaron Sustainability Services

Sparinvest Holding SE

Standard Bank Group Limited

Standard Life Investments

Stanford Management Company of Stanford University

State of Wisconsin Investment Board

State Street Global Advisors

Super-Max Offshore Holding

Swedbank Robur Fonder AB

TTelecom Italia S.p.A.

Teslin Capital Management BV

TIAA-CREF

TOBAM

Transnet Soc Ltd

Triodos Investment Management

UUAW Retiree Medical Benefits Trust

UBS Global Asset Management

Unipension Fondsmaeglerselskab A/S

UniSuper

Universities Superannuation Scheme

VVicSuper

WWellington Management Company, LLP

“As a long standing Member, I continue to find that the time I invest in the ICGN is helpful in achieving the objectives I have set for my company in the area of corporate governance. I strongly believe that governance professionals form the corporate community can realize value from becoming part of the ICGN membership.”

Mark PreisingerDirector of Corporate Governance, The Coca Cola Company, USA

“As an institutional investor that adopts a holistic-long term approach to responsible investing, we aim to keep abreast with latest corporate governance best practices. ICGN provides this avenue via their events, courses, publications and engagements with institutional investors for the betterment of corporate governance on a global scale.”

Rizal Mohamed AliAssistant VP, Retirement Fund Incorporated, Kumpulan Wang Persaraan, Malaysia

MEMBERSHIP 11

Contact us

To become an ICGN Member contact:

Marlice Johnson, Membership Co-ordinator

By email: marlice.johnson@icgn.org

By telephone: +44 (0)20 7612 7084

Vera Zapletalova, Operations Manager

By Email: vera.zapletalova@icgn.org

By telephone: +44 (0)20 7612 7011