BPP Oversight Committee
The newly created BPP Oversight Committee is the governing body providing (i) an annual independent review of the monitoring of the Best Practice Principles and (ii) an annual independent review of the public reporting of each BPP Signatory. The BPP Oversight Committee’s governance aims to provide confidence in the Principles that underpin the services provided by BPP Signatories. The Oversight Committee will also provide guidance and advice to the BPPG with respect to the operation and development of the Principles.
In accepting the mandate, BPP Oversight Committee members recognise that:
- Shareholder voting research services play an important role in supporting investors’ exercise of their stewardship rights and responsibilities
- The primary responsibility of shareholder voting research service providers is to their investor clients;
- The primary purpose of the Principles and the BPPG is to uphold and protect the responsibilities of BPP Signatories to their investor clients.
BPP Oversight Committee Members
The BPP Oversight Committee is comprised of its Independent Chair, Dr. Stephen Davis and six institutional investor representatives, three public company representatives and two independent academic representatives. The Committee includes a diverse mix of skills, backgrounds, knowledge, experience and geographic locations.
Dr. Stephen Davis, Assoc. Director and Senior Fellow, Harvard Law School Programs on Corporate Governance and Institutional Investors (United States)
Stephen Davis, Ph.D. is a Senior Fellow of the Harvard Law School and Associate Director of its Program on Corporate Governance, and a visiting professor at IAE business school at Aix-Marseille University. In January 2020 he was named chair of the independent committee overseeing the global proxy voting industry’s Best Practices Principles for Shareholder Voting Research; he was also elected co-chair of the Advisory Board of Hawkamah, the corporate governance institute based in the UAE. He has been a nonresident senior fellow at the Brookings Institution, where he co-led the World Forum on Governance, and was executive director of Yale School of Management’s Millstein Center for Corporate Governance and Performance, where he launched the Chairmen’s Forum, Council of Fund Leaders, and inquiries into proxy voting and anti-corruption.
Davis is a founder of the UN Principles for Responsible Investment, the International Corporate Governance Network, GMI Ratings (now part of MSCI), and Global Proxy Watch newsletter, for 24 years the prime industry weekly resource for ESG insights worldwide. He served on the US SEC’s Investor Advisory Committee, chairing its Investors as Owners subcommittee. He is a member of the Advisory Board of Arkadiko in London; he has been a trustee of ShareAction, outside advisor to the Nissan Special Committee on Improving Governance, an advisory board member of New America’s Bretton Woods II, and advisor on governance to institutions including HM Treasury, Euronext, the World Economic Forum, and Alfaisal University College of Business in Riyadh.
For nine years he was chair and a board member of Hermes EOS. Davis was also co-director of the Brookings’ World Forum on Governance. Winner of the 2011 ICGN Award, Davis is co-author of What They Do With Your Money (Yale University Press, 2016) and The New Capitalists (Harvard Business School Press, 2006). His Shareholder Rights Abroad (1989) pioneered study of comparative corporate governance. Davis holds a Ph.D. from the Fletcher School of Law and Diplomacy, Tufts University, and undergraduate degrees from Tufts and the General Course at the London School of Economics.
Institutional Investor Representatives
Amy Borrus, Executive Director, Council of Institutional Investors (CII); (United States)
Amy Borrus is executive director of the Council of Institutional Investors (CII), a nonprofit, nonpartisan U.S. association of employee benefit funds, state and local entities charged with investing public assets, foundations and endowments, with combined assets in excess of $4 trillion. CII’s associate members include non-U.S. asset owners with more than $4 trillion in assets and a range of asset managers with more than $35 trillion in assets under management. CII promotes good corporate governance, strong shareholder rights and sensible regulation that fosters fair and vibrant capital markets.
Amy plays a lead role in developing CII strategy, policies on corporate governance and other issues, and outreach to stakeholders and policymakers. She manages CII communications and speaks frequently on behalf of CII. Amy has key responsibilities for the content of two conferences annually that draw 450+ attendees. She organizes CII’s forum for governance professionals, its platform for dialog between investors and companies and programs for pension fund trustees. She also supports CII’s board of directors on strategy and audit matters.
Amy serves on the FTSE Russell Policy Advisory Board and the Independent Steering Committee of Broadridge. She also serves on the boards of the CII Research and Education Fund and the Sinai Assisted Housing Foundation. Before joining CII in 2006, she was a correspondent for Businessweek magazine for more than two decades, including assignments in London, Tokyo and Washington, D.C. She earned an MSc. in International Relations from the London School of Economics and a B.A. from the University of Pennsylvania.
Clare Payn, Senior Global ESG & Diversity Manager, LGIM; (United Kingdom)
Clare is responsible for the team’s stewardship activities for the utilities, technology and media sectors. Clare developed the team’s policy for North America and did a year’s secondment to our LGIMA offices in Chicago in 2016. She communicates with companies, investors and other market participants on various ESG issues, with specific focus on diversity.
Clare Chairs the 30% Club UK Investor Group, an influential group of investors that engages with FTSE companies on diversity at board and senior leadership level. Clare was also part of the LGIM project team which launched LGIM’s first UK-focused Gender in Leadership Fund in 2018. She also sits on several internal committees focused on creating a more inclusive and diverse culture.
In the US she represents LGIM on the Board of the Investor Stewardship Framework Group, established to oversee the development of corporate governance and stewardship best practice in the US market. Clare has over 20 years’ experience in ESG, joining LGIM in March 2010, and graduated from Loughborough University with a BA (Hons) degree in English Literature.
Margriet Stavast, Senior Advisor Responsible Investment, PGGM; (Netherlands)
Margriet is Senior Advisor Responsible Investment at PGGM and responsible for engagement with companies on corporate governance in Europe and North-America. She communicates with companies, investors, and other market participants in striving for best practice in those markets, for example on executive compensation and shareholders rights.
Margriet also leads the Responsible Investment team’s work on improving diversity on corporate boards and for developing PGGM’s global voting policy. She sits on Eumedion’s Investment Committee. Margriet also sits on the Investor Stewardship Group Framework’s Steering Committee which oversees developments of the ISG Framework for US companies and investors.
Margriet joined PGGM in 2016 from the Dutch Central Bank where she worked as a governance specialist. Prior to that, she was a corporate governance researcher for the Dutch Monitoring Committee on the Dutch Corporate Governance Code. For this Committee, she conducted research on stewardship and institutional investors. Margriet has a Master’s degree in both Anthropology and Business Studies. In addition, she earned a Master’s degree in Finance in 2020 (cum laude).
Massimo Menchini, Director of Institutional Relations and Corporate Governance, Assogestioni; (Italy)
Born in Rome on May 2nd 1973, Massimo graduated in Law from “La Sapienza” University in Rome, discussing a dissertation on Business Law with prof. Berardino Libonati. He obtained also a master from ISLE on science and techniques of legislation. In Assogestioni since 2002, today Massimo is Director of Institutional Relations and Corporate Governance. He is Chairman of the Stewardship, Market Integrity and ESG Investments Standing Committee of EFAMA – the European Federation of Asset Management Associations and Member of the Market Advisory Council of the CII.
Massimo is also Secretary of Assogestioni’s Corporate Governance Committee – which elaborated the Italian Stewardship Code in 2013 -, Secretary of the Investment Managers’ Committee and board member of the Management Committee of the Italian Compensation Scheme. Massimo is part of the Technical Secretariat of the Italian Corporate Governance Committee. During his career, he seated as an expert in the EU Commission Group on Technical Aspects of Corporate Governance Processes, and he served as component of the Italian Accounting Standards Commission (OIC – Organismo Italiano di Contabilità).
Michael Herskovich, Head of Corporate Governance, BNP Paribas Asset Management; (France)
Michael has been Head of Corporate Governance within the Sustainability Centre since 2009. He is in charge of the implementation of the stewardship policy, which includes proxy voting, engagement with issuers and analysis of corporate governance. He also contributes to the development and implementation of the Global Sustainable Policy, Stewardship Policy, and is a key driver for the firm’s ESG research and rating.
His wider industry activity includes being a Chair of the “Corporate Governance” committee at the French Association of Asset Managers (AFG) and member of the “Shareholder rights” committee and the “Global Network of Investor Associations ‘GNIA’ committee” at the International Corporate Governance Network (ICGN).
He is also member of the Responsible Investment committee « at the French Association of Asset Managers (AFG), member of the « Investment committee » as Eumedion and member of the “Grand prix jury of the general meetings” in France for 2020. He has been member of the ESG Investor Director Working group (LeaderXXchange) and of the Best Practice Principles Stakeholder Advisory Panel in 2019.
Michael previously worked as a jurist between 2006 and 2008 and was in charge of proxy voting for the Fonds de Reserve des Retraites (French back-up pension fund) in Paris.
He graduated from the University of Paris XI (France) and has a master degree of Corporate and business law (2008).
Michael McCauley, Senior Officer – Investment Programs & Governance, SBA of Florida (United States)
Mr. McCauley’s primary responsibilities include active strategies within corporate governance as well as investment program management for the Florida PRIME™ investment pool and other non-pension investment mandates totaling over $14 billion. He also is a member of the SBA’s Senior Investment Group, responsible for investment and operational oversight across all SBA portfolios. He serves as Corporate Secretary for both the Florida Water Pollution Financing Corporation and the Inland Protection Financing Corporation. Prior to these duties, Mr. McCauley oversaw investment communications, managed the administration of defined contribution component of the Florida Retirement System (FRS), and was responsible for investment research across all asset classes within the Chief Investment Officer’s unit.
Mr. McCauley is a member of the CFA Institute, the Jacksonville Society of Financial Analysts, the Society of Corporate Secretaries and Governance Professionals, and the International Corporate Governance Network (ICGN). He also sits on the advisory board of the Harvard Law School Institutional Investor Forum (HIIF).
In 2019, Mr. McCauley was appointed to the Independent Steering Committee of Broadridge Financial Services. Members of the International Corporate Governance Network (ICGN) elected Mr. McCauley to the Board of Governors in 2015, serving as Chairman from 2017 to 2019. …see more
Public Company Representatives
Jean-Baptiste Duchateau, VP Legal Corporate & Securities, Veolia Environnement (France)
Jean-Baptiste Duchateau holds a Masters degree in private law with a specialization in international business law. He joined the legal department of Veolia Environnement in 2002 where he is currently responsible for the corporate governance matters for this company. Veolia Environnement is listed on the Euronext Paris primary market and was listed until 2014 in the form of ADR on the New York Stock Exchange (NYSE). From 1991 to 2001, he served as Deputy General Counsel and General Counsel of CGG (Oil exploration and Geoscience Company listed on Euronext Paris and on the NYSE until 2018). In his earlier career, he held different legal positions with international industrial groups (Defence and computer terminals). He is a member of European Issuers policy committee and participates in working groups on corporate governance matters of AFEP (French association of private companies) and ANSA (French Association of Joint-stock companies).
Geof Stapledon, Vice President Governance, BHP (United Kingdom & Australia)
Geof Stapledon is Vice President Governance for global resources company BHP, based in London, and has been with the company since 2008. He is company secretary of BHP Group Plc and the secretary to BHP’s Risk & Audit and Remuneration Committees. He is also an Executive Committee member of GC100, the association of General Counsel and Company Secretaries working in FTSE 100 companies; and a former non-executive director of the International Corporate Governance Network (ICGN), a global organisation whose investor members are responsible for $54 trillion of assets.
Geof previously led Asia-Pacific research for ISS / RiskMetrics, having joined ISS when it acquired Proxy Australia, a Melbourne-based governance research firm he co-founded. His roles at ISS and Proxy Australia involved advising institutional investors on ESG issues at S&P/ASX 300 companies, managing analyst teams conducting ESG research on Asia Pacific, ex Japan stocks, and management of the Australian office. Before moving into the governance industry full-time, Geof was a professor of corporate law and corporate governance at the University of Melbourne, prior to which he worked as a lawyer specialising in corporate advisory and transactions. His book Institutional Shareholders and Corporate Governance was published by Oxford University Press in 1996. He has degrees in Economics and Law from the University of Adelaide, and a doctorate from the University of Oxford.
Hope Mehlman, EVP, Chief Governance Officer and Corporate Secretary, Regions Financial Corporation (United States)
Hope Mehlman serves as Chief Governance Officer and Corporate Secretary for Regions Financial Corporation (NYSE:RF) where she advises the Board of Directors and executive management on emerging and leading corporate governance practices, including ESG. She manages the company’s corporate governance framework and is responsible for engaging with institutional investors and proxy advisory firms on corporate governance practices.
Mehlman is also responsible for preparing the proxy statement and accompanying materials for the Annual Shareholders Meeting, as well as the company’s ESG reporting and disclosures. In addition, she is responsible for other regulatory disclosures such as compliance with state corporation laws and NYSE listing standards.
Mehlman is the recipient of the Corporate Secretary’s 2019 Governance Professional of the Year (Large Cap) Award. Additionally, Global Proxy Watch recognized Mehlman in its 2019 Stars list of ten people around the world who have had a breakthrough impact in governance. Mehlman is a Co-Chair of the Board of Directors of the Council of Institutional Investors, a member of Broadridge’s Independent Steering Committee and President, Southeastern Chapter of the Society for Corporate Governance.
Mehlman earned her BA from Cornell University, JD from Seton Hall Law School, and LL.M in Taxation from New York University School of Law. She is a member of the Alabama, District of Columbia, New Jersey, and New York state bars.
Independent Academic Representatives
Konstantinos Sergakis, Professor of Capital Markets Law and Corporate Governance, University of Glasgow (United Kingdom)
Konstantinos Sergakis is Professor of Capital Markets Law and Corporate Governance and the author of ‘The Law of Capital Markets in the EU’ (Palgrave Macmillan, 2018) and of ‘The Transparency of Listed Companies in EU Law’ (Sorbonne – IRJS Editions, 2013). He has advised public authorities, issuer associations and Ministry organisations on corporate governance and stewardship as well as investment consulting firms in relation to ESG issues and scoring methods. His research has been cited by authorities, associations and market actors in various countries. He also delivers training seminars to pension funds in relation to shareholder stewardship issues.
Professor Sergakis has held Visiting Professorships at the University of Aarhus, University of Alcalá, University of Liechtenstein, Sciences-Po Lyon, University of Macerata, University of Trento and Global College of Law at UCLouvain. He has also held a Visiting Lectureship at the Leuphana University of Lüneburg. He is Member of the Executive Board of the International Association of Economic Law (AIDE).
Nermeen Shehata, Associate Professor, The American University in Cairo (Egypt)
Nermeen Shehata is a tenured associate professor of accounting at The American University in Cairo (AUC). She was an associate at Global Governance Services Ltd, UK and a corporate governance researcher at the Egyptian Institute of Directors (EIoD). She is a fellow of UK Higher Education Academy (HEA) and a Certified Management and Business Educator by UK Chartered Association of Business Schools (CABS). She is a Certified Independent Director by the Egyptian Financial Regulatory Authority (FRA), a Certified SME Governance Trainer, and Certified Women on Boards and in Business Leadership Trainer by the International Finance Corporation (IFC). She holds a PhD in Management (Accounting concentration) from Aston University, UK.
Shehata’s main research interest is corporate governance (CG). She was selected by the Association of Chartered Certified Accountants (ACCA) to assess CG status in Egypt contributing to an international report published by ACCA/KPMG. She translated an earlier version of the Egyptian CG code from Arabic to English and contributed to European Corporate Governance Institute (ECGI) codes database. She was a member of the Egyptian Ministry of Public Business Sector committee formed in 2016 to update the CG code for State-owned Enterprises. She was invited by the International Finance Corporation (IFC) to join a high level advisory board to support and guide a project on the influence of female inclusion on boards in Egypt. …see more