1994-2022年基金治理实践概述（pdf）

OC TO B E R 2023 Overview of Fund Governance Practices, Key Findings »In the wake of COVID-19, fund boards, as a group, continue to follow strong governancepractices to best serve the interests of shareholders.Studies of board practices indicate that,over time, fund boards have adopted such practices in advance of, or in the absence of, any »Fund boards are overwhelmingly independent.Ninety-four percent of boards report having eitheran independent board chair or a lead independent director. Eighty-nine percent of boards reported »Boards are increasingly focused on independent director diversity.There has been a steadyincrease in the percentage of female independent directors, from 20 percent in 2012 to 37 percentin 2022. The increase in the percentage of minority independent directors has been material, but at »More than nine out of ten complexes report that separate legal counsel serve their independentdirectors.The total percentage of complexes reporting that independent directors are representedeither by dedicated counsel or by counsel separate from the adviser’s has increased over the past »Most complexes have mandatory retirement policies.At year-end 2022, 71 percent of complexeshave an age-based mandatory retirement policy, 7 percent of complexes have a mandatoryretirement policy that entails both a mandatory retirement age and a limit on the number of 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 responsibilities on fundboards and dictate elements of board structures and practices. Fund governance practiceshave evolved, and in 1995, the Investment Company Institute (ICI) began to document thosepractices by collecting data from fund complexes biennially.1The Independent Directors Council 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 the datareveals certain trends. To put these data in context, this overview includes information on fund 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 independent Millions of dollars, 1994–2022 Fund Net Assets and Funds Served by Independent Directors Average fund net assets served by independent directors have increased in each of the Studiesconducted (Figure 2). The average number of funds served has increased over time but remained Billions of dollars, 1994–2022 Number of funds, 1998–2022 Board Structure: Unitary or Cluster Boards Since 1994, most complexes have employed a unitary board structure, meaning that a singleboard oversees all funds in the complex. As of 2022, 88 percent of participating complexes havea unitary board structure (Figure 4). Some complexes, particularly large ones, have adopteda cluster structure, where there are several boards within the complex, each overseeing a Board Structure Percentage of fund complexes, 1994–2022 Complexes in Which 75 Percent or More of Board Seats Are Heldby Independent Directors Over the years, these Studies have collected information on the number of independent directorsrelative to the total number of directors at a fund complex. Under the 1940 Act, independentdirectors—directors who are not “interested persons” of the fund under the Act—must constituteat least 40 percent of each board unless special circumstances (e.g., following a merger) dictatea higher percentage. SEC rules adopted in 2001 mandated a majority of independent directors.3 Percentage of complexes, 1996–2022 Number of Independent Directors per Complex and per Board The number of independent directors in a given complex is influenced by the total number ofdirectors on the board and the number of fund boards at the complex. The average and mediannumbers of independent directors per complex has remained relatively stable over time (Figure 6).In 2008, the study began reporting the number of independent directors per board (in addition Meeting Practices Since COVID-19 The current study covers a year in which boards seem to be adjusting to life after the pandemic.Many boards still relied, at least in part, on the relief from in-person voting requirements thatthe SEC granted in response to COVID-19 (“COVID-19 Relief”).6In light of the COVID-19 Relief,board meeting practices have been evolving. Most participating complexes reported relying on Frequency of Board Meetings The frequency of regularly scheduled board meetings is not dictated by statute or rule.Approval of the advisory contract, among other duties, normally—absent reliance on theCOVID-19 Relief—must occur annually at an in-person meeting. Still, the timing, length, andnature (e.g., in-person, telephonic, or videoconferen