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, Konstantinos Sergakis and six institutional investor representatives, and two public company representatives. The Committee includes a diverse mix of skills, backgrounds, knowledge, experience and geographic locations.
Oversight Committee Chair
Konstantinos Sergakis, Professor of Capital Markets Law and Corporate Governance, University of Glasgow; (United Kingdom)
Konstantinos Sergakis is a Professor of Capital Markets Law and Corporate Governance at the University of Glasgow. He specialises in Corporate Law, Corporate Governance and Capital Markets.
He is a Member of the Board of Appeal of the European Supervisory Authorities (EBA, EIOPA, ESMA). He has also served as Advisor at Mefop Spa in the area of stewardship.
He is the author of ‘The Law of Capital Markets in the EU’ (Palgrave Macmillan, 2018) and of ‘The Transparency of Listed Companies in EU Law’ (Bibliothèque de l’Institut de Recherche Juridique de la Sorbonne – IRJS Editions, 2013). His articles have appeared in the Journal of Corporate Law Studies, the European Business Organisation Law Review and the European Company and Financial Law Review, among others.
Professor Sergakis has held Visiting Professorships at the University of Aarhus, University of Alcalá, University of Liechtenstein, LUISS, Sciences-Po Lyon, University of Macerata, University of Trento and Global College of Law at UCLouvain.
Institutional Investor Representatives
Amy Borrus, Executive Director, Council of Institutional Investors; (United States)
Amy Borrus became executive director of the Council of Institutional Investors (CII) in July 2020. She joined CII in 2006 as deputy director and was interim executive director in 2015-2016. She serves on the boards of the CII Research and Education Fund and the Sinai Assisted Housing Foundation. She also serves on the BPP Oversight Committee, the governing body that reviews and monitors the Best Practice Principles and public reporting by proxy advisory firm signatories to the principles. Prior to CII, she was a correspondent for Businessweek magazine for more than 20 years. Her journalism career included multi-year 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. in History and English from the University of Pennsylvania.
Sachi Suzuki, Senior Manager, Investment Stewardship , HSBC Asset Management; (United Kingdom)
Sachi Suzuki joined the stewardship team of HSBC Asset Management in 2021, where she is responsible for engagement and voting at companies across different countries and sectors. She is also responsible for the global proxy voting guidelines and their implementation.
Prior to joining HSBC, she led stewardship activities for Japan and a number of other markets at EOS at Federated Hermes and was responsible for corporate engagement and proxy voting as well as engagement with regulators on public policies. She held the position of co-chair of the Asia Investor Group for Climate Change (AIGCC)’s Engagement and Policy Working Group and an advisory committee member for the Principles for Responsible Investment (PRI)’s engagement initiatives.
Before joining EOS, she was a senior research analyst at EIRIS where she was responsible for assessing companies’ ESG performance. Sachi holds an MSc in Development Studies from SOAS, University of London, and a BA in Economics from Keio University in Tokyo. She holds CFA Institute’s Investment Management Certificate (IMC).
Massimo Menchini, Director of Institutional Relations and Corporate Governance, Assogestioni; (Italy)
Born in Rome on May 2, 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 Affairs. Massimo holds the role of Secretary of Assogestioni’s Corporate Governance Committee – which elaborated the Italian Stewardship Code in 2013 –, and Secretary of the Investment Managers’ Committee. Massimo is part of the Technical Secretariat of the Italian Corporate Governance Committee and serves as board member of the Management Committee of the Italian Compensation Scheme.
During his career, he seated as an expert in the EU Commission Group on Technical Aspects of Corporate Governance Processes, and he served as member of the Italian Accounting Standards Commission (OIC – Organismo Italiano di Contabilità). He was also Chairperson of the Stewardship, Market Integrity and ESG Committee of EFAMA – the European Federation of Asset Management Associations – and member of the Market Advisory Council of the CII.
Michael Herskovich, Global Head of Stewardship, BNP Paribas Asset Management; (France)
Michael is the Global Head of Stewardship within the Sustainability Centre. He is working within BNPP AM since 2008. He is in charge of the elaboration and implementation of the stewardship policy, which includes voting and engagement. He also plays a critical role in the design, development and implementation of BNPP AM’s Global Sustainability Strategy and is a key driver for the firm’s ESG research and integration, as well as SRI analysis. He is also member of the Board of Governors of the International Corporate Governance Network (ICGN) and is on the “Fifty Most Influential in Sustainable Finance” list published by Financial News in 2022.
His wider industry activity includes being a Chair of the “Corporate Governance” committee at the French Association of Asset Managers (AFG) and Chair of the International Corporate Governance Committee at the Council of Institutional Investors (Cii). He is also member of the “Oversight committee” of the Best Practice Principles (BPP) and member of the “Human capital” committee and the “Global Network of Investor Associations ‘GNIA’ committee” at the ICGN.
He holds others membership such as the French regulator AMF commission on Sustainable Finance, the Responsible Investment committee at the French Association of Asset Managers (AFG), and the “Grand prix jury of the general meetings” in France.
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. He also served on the ICGN’s Governance and Awards Committees. …see more
Mirte Bronsdijk – Global Responsible Investment & Governance, APG Asset Management; (Netherlands)
Mirte Bronsdijk is a member of the Global Responsible Investment & Governance team at APG Asset Management, Netherlands since 2009. APG provides investment management, administration and other services to pension funds and has over 600 billion euros in assets under management (January 2022). Mirte mainly focuses on the decision-making concerning shareholder meetings and the corporate governance dialogue and engagement activities with companies globally, and works on the integration of governance in APG’s listed equities. She also researches various topics related to corporate governance, and is involved in corporate governance-related external policy-forming in responses to national and European consultations.
Furthermore, Mirte leads compliance by APG and clients with the reporting requirements stemming from ESG-related European regulation, such as SFDR and the EU Taxonomy. Mirte has a master’s degree in law from the University of Amsterdam.
Public Company Representatives
Fabio Bonomo, Head of Corporate Affairs, Enel (Italy)
Graduating summa cum laude in law at the University of Rome “La Sapienza”, Fabio joined the utility Enel, based in Rome, in 1996. Since September 2000 Fabio has held different managerial positions within Enel’s Department of Corporate Affairs and has served as head of the Department since October 2014. Within his duties, he takes part regularly in engagement activities with proxy advisors and institutional investors on corporate governance topics.
From 2005 until 2006 Fabio was a member of the working group set up to assist the Italian Corporate Governance Committee in updating the Italian Corporate Governance Code of listed companies. From July 2017 until December 2020 he assisted the Chairperson of the aforesaid Committee in drafting, together with the members of the technical secretariat and the experts, the 2020 edition of the Italian Corporate Governance Code and the first collection of Q&A aimed at facilitating its application.
Member of the corporate governance committee of Business at OECD (BIAC) since 2018, Fabio has also been a member of the European Issuers policy committee since 2013, the monitoring centre of corporate governance promoted by the European House – Ambrosetti since 2011 and the scientific committee of the Italian Corporate Governance Institute (IGS) since 2010. From 2018 until 2021 he was also a member of the user committee of the Italian central securities depository Monte Titoli.
From 2014 until 2016 Fabio was a lecturer of comparative corporate governance in the course of advanced business law at the University of Rome “La Sapienza”. He is the author of articles regarding company law, corporate governance and capital markets published in professional journals and newspapers, and acts as a speaker at conferences and roundtables on the same topics.
Geof Stapledon, Group ESG Officer, BHP (United Kingdom & Australia)
Geof Stapledon is Group ESG Officer for global resources company BHP, based in London, and has been with the company since 2008. He was formerly 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, Chief Legal Officer and General Counsel, Discover Financial Services
Hope Mehlman is Chief Legal Officer and General Counsel at Discover Financial Services.
Before joining Discover Financial Services, Hope oversaw legal activities, regulatory relations and government affairs at the Bank of the West. She led the design and execution of the Bank’s legal and regulatory strategy while fostering a culture of risk awareness and accountability. In addition to her responsibilities at Bank of the West, she also served as Corporate Secretary for BNP Paribas USA, Inc.
Before joining Bank of the West, Hope served as Executive Vice President, Corporate Secretary, Chief Governance Officer and Deputy General Counsel for Regions Financial Corporation, where she advised the Board of Directors and executive management on emerging and leading corporate governance practices, including ESG. Prior to Regions, Hope was a partner in a private practice focused on a full range of corporate governance, regulatory, compliance, and other issues affecting financial institutions’ operations.
Hope was the recipient of the Corporate Secretary’s 2019 Governance Professional of the Year (Large Cap) Award. Additionally, Global Proxy Watch recognized her in its 2019 Stars list of ten people around the world who have had a breakthrough impact in governance.
Hope holds a Bachelor of Arts degree from Cornell University, a Juris Doctor degree from Seton Hall University Law School and a LL. M. from NYU Graduate School of Law.
Dr Anna Tilba, Professor in Strategy and Governance, Durham University Business School (United Kingdom)
Dr Anna Tilba is a Professor in Strategy and Governance at Durham University Business School. She is internationally known for her research into the governance and accountability of UK financial service providers and institutional investor compliance with the codes of best practice. Dr Tilba has extensive experience of working and advising UK policymakers and regulators such as the UK Financial Conduct Authority, the Competitions and Markets Authority, the UK Law Commission and the Financial Reporting Council.
She is co-leading a Diversity and Inclusion sub-group on Data and Research within the UK Pensions Regulator. She is also an Independent Reviewer of Best Practice Principles for Providers of Shareholder Voting Research & Analysis. Dr Tilba is a member of the Advisory Board for the Pension Investment Academy and she is also a Policy Fellow at Cambridge University Centre for Science and Policy.
Evan Epstein, Director, Center for Business Law, University of California College of the Law (United States)
Evan Epstein is the Executive Director of the Center for Business Law, and Adjunct Professor, at the University of California College of the Law, San Francisco. He is a corporate governance expert and has advised founders, executives, directors and investors for over 17 years in Silicon Valley and internationally. He has been retained as an expert in corporate governance litigation both in the U.S. and abroad, particularly involving fiduciary duties of corporate directors.
Evan is also the founder and managing partner of Pacifica Global, a corporate governance advisory firm based in San Francisco, California. Prior, Evan was the Executive Director of the Arthur and Toni Rembe Rock Center for Corporate Governance, a joint initiative between Stanford Law School and the Stanford Graduate School of Business. Evan also serves as a Professor at Pontificia Universidad Católica de Chile Law School, Faculty for the Latino Corporate Director Association (LCDA)’s BoardReady Institute and is a Board Member of the Chile California Council.
In addition, Evan is the creator and host of the Boardroom Governance Podcast and the Boardroom Governance Newsletter. He holds a JD (equivalent) from Pontificia Universidad Católica de Chile and an LL.M. (Master of Laws) in Corporate Governance and Practice from Stanford Law School. In addition, he was part of the exchange program “Cycle du Diplôme” at Sciences-Po in Paris, France.