1994-2020年基金治理实践概述（pdf）

O C TOB ER 2021 Overview of Fund Governance Practices,1994–2020 Key Findings »Fund boards, as a group, follow strong governance practices to best serve the interestsof shareholders.Studies of board practices indicate that, over time, fund boards haveadopted strong governance practices in advance of, or in the absence of, any regulatorymandate to do so. »Independent directors make up three-quarters of boards in 84 percent of fundcomplexes.Between 1996 and 2020, the number of complexes reporting that independentdirectors hold 75 percent or more of board seats rose from 46 percent to 84 percent.Current Securities and Exchange Commission (SEC) rules require only that funds relying oncommon exemptive rules have boards with a majority of independent directors. »More than two-thirds of fund complexes report having an independent chair. Sixty‑eight percent of complexes reported having boards with independent chairs atyear‑end 2020. When complexes that have boards with lead independent directors are alsoconsidered, 93 percent of participating complexes report having an independent director inboard leadership at year‑end 2020. »Boards are increasingly focused on independent director diversity.There has been asteady increase in the percentage of female fund independent directors, from 20 percentin 2012 to 32 percent in 2020. The increase in the percentage of minority independentdirectors has been material, but at a slower pace. In 2015, the first year in which race/ethnicity data were collected, the percentage of independent directors identified as aracial/ethnic minority was 8 percent. In 2020, that figure was 12 percent. More recentcohorts of independent directors joining fund boards tend to have increasing percentagesof female and minority directors. »Almost all complexes report that separate legal counsel serve their independentdirectors.The total percentage of complexes reporting that independent directors arerepresented either by dedicated counsel or by counsel separate from the adviser’shas increased over the past decade, from 64 percent in 1998 to 95 percent at year‑end2020. More than half of complexes say that their independent directors retain dedicatedcounsel—separate from both fund counsel and the adviser’s counsel. »Most complexes have mandatory retirement policies.At year‑end 2020, 73 percent ofcomplexes have an age‑based mandatory retirement policy, 6 percent of complexes have amandatory retirement policy that entails both a mandatory retirement age and a limit onthe number of years a director may serve, and less than 1 percent of complexes limit thenumber of years a director may serve. For those complexes with an age‑based mandatoryretirement policy, the average mandatory retirement age is 76. For complexes with a limiton the number of years a director may serve, the average limit is 16 years. Background Fund boards perform an important role in the oversight of the fund industry. The InvestmentCompany Act of 1940 (1940 Act) and its related rules impose significant responsibilitieson fund boards and dictate elements of board structures and practices. Fund governancepractices have evolved, and, in 1995, the Investment Company Institute (ICI) began to documentthose practices by collecting data from fund complexes biennially.1The Independent DirectorsCouncil (IDC) was formed in 2004, and, since then, the studies have been conducted jointlyby ICI and IDC. This overview provides common fund governance practices covering theperiod from 1994 through 2020 and is an update to the overview published two years ago.2In particular, the most recent study covered 2020, an extraordinary year in which COVID‑19caused fund boards to meet in and adapt quickly to a virtual environment. Notwithstanding thedisruptions caused by the pandemic, fund boards continued to work and serve shareholderswithout interruption. Though the complexes participating in each biennial study have varied over the years—andsome fluctuations in the data may be attributable to those variances—an examination of thedata reveals certain trends. To put these data in context, this overview includes informationon fund assets managed by complexes that participated in each of the biennial studies, theaverage fund assets served per director, the average number of funds served, and selectedindependent director characteristics. Fund Net Assets and Independent Directors at Participating Complexes This overview presents data on the aggregate fund net assets of complexes participating ineach of the biennial studies. This overview also presents the aggregate number of independentdirectors at these complexes. It should be noted that the number and identity of complexesparticipating in the studies change over time (Figure 1). FIGURE 1 Billions of dollars, 1994–2020 Fund Net Assets and Funds Served by Independent Directors Average fund net assets served by independent directors have increased in each of thestudies conducted over the 26‑year period (F