3D Advisory Panel Named

CalPERS and CalSTRS are working with an Advisory Panel of leading corporate governance experts to develop a new digital resource devoted to finding untapped diverse talent to serve on corporate boards.

The Diverse Director DataSource, known as “3D,” will offer shareowners, companies and other organizations a facility from which to recruit individuals whose experience, skills and knowledge qualify them to be a candidate for a director’s seat.

“The Diverse Director DataSource is an important tool for finding untapped, experienced individuals who can help corporate boards take on the challenges necessary to promote long-term growth to help achieve sustainable risk-adjusted returns,” said Anne Stausboll, CalPERS Chief Executive Officer. “Companies perform best when directors with fresh ideas and focused skill sets are willing to ask the tough questions.”

CalPERS and CalSTRS, along with the Advisory Panel of institutional investors, diversity groups, companies, academics and search firms, have been working on the Diverse Director DataSource for more than a year.

“The Diverse Director DataSource project is aimed at bringing a new range of skills and experiences to complement existing resources on corporate boards,” said Jack Ehnes, CalSTRS Chief Executive Officer.

We firmly believe that this tool will bring a wide range of talent, experience and ideas that will help create powerful dynamic boards, which will translate into lasting economic value for these corporations and shareowners. We’ve always held that we need a deep bench of diverse director candidates but not at the expense of qualifications and effectiveness, and we think this DataSource will help us achieve that goal.

CalPERS and CalSTRS have commissioned The Corporate Library, an independent corporate governance researcher with an existing database of 130,000 public company directors, to develop the Diverse Director DataSource. The Corporate Library will own, operate and maintain the DataSource. The Corporate Library will work with CalPERS, CalSTRS and the 18-member Advisory Panel to create it.

“The Diverse Director DataSource is all about finding talented people with the knowledge and ability to invigorate a corporate board,” said Anne Simpson, Senior Portfolio Manager, CalPERS Head of Corporate Governance.

This is an important step toward challenging ‘group think’ in corporate boardrooms, which we have learned from the financial crisis can have a devastating impact on the ability to question assumptions. We’re grateful to the members of the Advisory Panel for helping turn this innovative idea into reality.

“There is demonstrated economic value from having a board of directors that is diverse not only in gender but in age and experience, and we believe that makes it a shareowner value issue,” said Anne Sheehan, CalSTRS Director of Corporate Governance.

The candidate qualifications will still have to meet the company’s needs, but the final decision should be made by shareowners when they vote.

Simpson and Sheehan chair the Advisory Panel. Other members include:

• Victor Arias, Senior Client Partner, KornFerry
• Maria del Pilar Avila, CEO, New America Alliance
• Jay Chaudhuri, General Counsel and Senior Policy Advisor, Department of State Treasurer, North Carolina
• Douglas Chia, Assistant General Counsel & Corporate Secretary, Johnson & Johnson
• Michele Chow-Tai, Vice President and Business Manager of Global Banking and Markets Finance, HSBC
• Margaret Foran, Chief Governance Officer, Vice President and Corporate Secretary, Prudential
• Julie Hembrock Daum, Practice Co-Leader for the North American Board and CEO Succession Practice, Spencer Stuart
• Henry Jones, Board Member, CalPERS
• Richard Koppes, Fellow, Stanford Law School
• Mindy Lubber, President, Ceres
• Ira Millstein, Senior Partner, Weil Gotshal & Manges; Senior Associate Dean for Corporate Governance and The Theodore Nierenberg Adjunct Professor of Corporate Governance, Yale School of Management
• Daniel Pedrotty, Director, Office of Investment, AFL-CIO
• Deborah Soon, Vice President, Marketing and Executive Leadership Initiatives, Catalyst
• Femke van’t Groenewout, Senior Advisor Responsible Investment, PGGM
• Carolyn Widener, Board Member, CalSTRS
• Ann Yerger, Executive Director, Council of Institutional Investors.

“Identifying the business leaders of tomorrow is in keeping with our fiduciary responsibility to secure the best risk-adjusted returns for our members,” said Henry Jones, a member of the CalPERS Board of Administration and part of the 3D Advisory Panel.

We need people who can help companies grow and thrive, and the Diverse Director DataSource will help us find them.

“Restoring sustainable long term growth is the priority – and it’s a task that only directors, with shareowners’ support, can tackle,” said Ira Millstein, Advisory Panel member.

We cannot mandate or legislate for sustainability. We need boards which are independent, expert and diverse to tackle these long-term challenges. 3D is our contribution to finding the qualified and credible candidates who can bring that fresh perspective and commitment to going long term.

CalPERS is the nation’s largest public pension fund with approximately $233 billion in assets. It administers retirement benefits for more than 1.6 million active and retired State, public school and local public employees and their families, and health benefits for 1.3 million enrollees. More information about CalPERS is available online at www.calpers.ca.gov.

CalSTRS, with a portfolio valued at $150 billion, is the largest teachers’ pension fund in the United States. It administers retirement, disability and survivor benefits for California’s 852,000 public school educators and their families from the state’s 1,600 school districts, county offices of education and community college districts. For more information about CalSTRS, visit www.calstrs.com.

More information, including how to submit nominees can be found on the CalPERS corporate governance site.

Keith Bishop has asked some questions concerning the project. See Diverse Director “DataSource” Announced, Dogged by Questions, 4/6/2011. I put most of these to CalPERS Public Affairs and got the following response:

Will The Corporate Library be required to share any revenues from this project with the funds? If not, why not? CalPERS and CalSTRS will be able to recoup the start-up costs – other users will pay a subscription. But The Corporate Library is a for-profit company, which will own and operate the service. We have commissioned its development, but it will be run independently.

Will members of the Advisory Committee be required to file Statements of Economic Interest (Form 700) with the California Fair Political Practice Commission? If not, what steps are being taken to address potential conflicts of interest? We’ve considered this issue. At this point, it doesn’t appear that the 3-D Advisory Board members are required to file pursuant to the Political Reform Act. We’ll re-evaluate the issue periodically as the role of the 3-D Advisory Board evolves over time.

What procurement process was used in the selection of The Corporate Library? The Corporate Library was selected from the pool of research firms which have registered to do business with CalPERS.

Does the Advisory Committee have a charter? If not, who defines their responsibilities and what are they? The Advisory Panel provides expertise and advice – it is not a governing body, has no formal powers and all members serve pro bono.

Will the committee be subject to California’s Bagley-Keene Open Meeting Act? Same answer as Question 2 – we don’t believe the committee is subject to the act. It is not making governmental decisions.