An effective governance framework is key to our long term success, sustainability, and to meeting our legal and regulatory requirements. Our Partner Funds are also our shareholders. This relationship is characterised by high levels of engagement.

The Board is collectively responsible for our long-term success within a framework of prudent and effective controls. The Board’s non-executive directors bring a level of independent challenge to the CEO and the management team. To support the Board in its oversight and leadership, there is an established committee framework (details below).  

The CEO is responsible for the day-to-day management of the London CIV. The CEO is supported in this by an Executive Committee which includes other senior managers. 

In addition to our Articles of Association, there is a Shareholder Agreement in place which outlines the matters reserved to shareholders. These matters include items such as the approval of the budget, objectives, and the business plan.

Shareholder Relations

Positive engagement with our shareholders is central to our success. There are a number of formal and informal touchpoints throughout the year, including:

• General Meetings (2 per year): all shareholders invited; exercising of shareholder rights.
• Shareholder Committee (4 per year): sub-set of shareholders; consults on items such as our strategy, business plan, corporate performance, and shareholder reserved matters.
• Sustainability Working Group (4 per year): sub-set of shareholders invited; consults on responsible investment and sustainable strategies.
  

The Board

Collectively responsible for the long-term sustainable success of the Company, the Board’s role is to provide leadership of London CIV within a framework of prudent and effective controls which enables risks to be assessed and managed effectively. You can read about how the Board discharged its duties in the s172 Statement in our annual accounts.

The Board has 4 non-executive and 2 executive directors. There are currently 2 vacancies for shareholder-nominated NEDs. More information on our Board can be found here. Damon Cook attends each meeting as the Treasurer Observer.

In line with corporate governance best practice, the Board undertakes an externally facilitated evaluation every 3 years. All directors must meet FCA fitness to serve requirements and are specifically approved by the FCA where required by the SMCR regime.

The Committees

Compliance, Audit and Risk Committee (CARCO)

Mark Laidlaw, Chair

CARCO is responsible for the risk and control framework, overseeing compliance obligations, for the integrity of financial statements and reporting, and for external auditor engagement.

Principal areas of focus

• Review of London CIV’s Annual Report and Financial Statements
• Reviewing the ongoing compliance monitoring programme and challenging management on outstanding actions
• Business resilience, cybersecurity and the information systems programme
• External auditor reporting, including going concern requirements
• Internal control environment
• Overseeing the procurement and appointment of the Company’s External Auditors

CARCO Members: Mark Laidlaw, Dean Bowden, Kitty Ussher

Investment and Customer Outcomes Committee (ICO)

Yvette Lloyd, Chair

ICO is responsible for the oversight of investment activity and investment risk appetites, reviewing progress of London CIV’s Responsible Investment Strategy and Stewardship, including climate change in respect of activity and progress towards Net Zero. ICO was pleased that we were once again approved as an asset owner signatory to the UK Stewardship Code.

Principal areas of focus

• New fund development and launches
• Fund performance, investment manager selection metrics and oversight of investment risk in funds
• Assessment of Value Report
• Responsible Investment, in particular progress in achieving London CIV’s Net Zero ambition in respect of climate change and TCFD reporting including the new climate analytics service
• Stewardship and Engagement, including the three priority stewardship themes

ICO Members: Yvette Lloyd, Dean Bowden, Mark Laidlaw

Remuneration and Nominations Committee (RemNomCo)

Kitty Ussher, Chair

RemNomCo is responsible for the remuneration framework and remuneration of key staff, nomination matters (Board appointments), and succession planning for key staff and the Board. ExCo remuneration is delegated to the Senior Staff Pay Panel, a sub-set of the RemNomCo.

Principal areas of focus

• Undertook the annual review of the remuneration policy to enable London CIV to attract, retain and motivate the quality staff required to deliver services to Partner Funds
• Challenged and reviewed the pay award for the 2024 performance year
• Considered succession planning in respect of the Board and key staff, taking into account the Board-agreed Diversity Policy
• Undertook appraisal and reappointment of Board Chair
• Considered arrangements for the annual Board evaluation and programme of Board development events

RemNomCo Members: Kitty Ussher, Mike Craston, Mark Laidlaw, Yvette Lloyd, and Rishi Madlani (co-opted member as Chair of Shareholder Committee)

Shareholder Committee (SHCo)

Cllr Rishi Madlani, Chair

SHCo plays an important role in identifying emerging issues and realistic solutions which will ensure that we can continue to meet the needs of the London LGPS.

SHCo is consulted on: London CIV’s strategy, budget and business plan (MTFS); emerging issues and shareholder priorities; financial and corporate performance; Responsible Investment, and Reporting & Transparency.

SHCo Members: 12 members from London Local Authorities (8 London Local Authority Pension Investment Committee Chairs or equivalent and 4 Treasurers), a Trade Union Member and the London CIV Board Chair.