Whats before us, we can put that to a vote. We can discuss that. But we make the rules, we set the policy. So i would pivot back to you, commissioner or trustee makras. Do you want to amend the language . From what i can hear, it sounds like its a tweak of a few words. I didnt do it from an editing point of view. I would just say, if we go forward with it, i would ask the executive director to bring back how we would implement it. Fair enough. I would like to know how it would be implemented. So would that be, for example, say the Governance Committee was to bring back a separate policy of what constitutes undue influence and to incorporate training so what im what im hearing is that theres a desire to have the executive director talk about or identify how implementation will work. The way that i perceive policies is that its this board that is selfgoverning, and you also govern one another, and to the extent that you are cofiduciaries, and so you are setting the rules that you are then to follow. The executive director does serve you, because he is your employee. At the same time, he is the one who whom youve delegated significant amount of authority, so for him to come back to you and say this is how im going to have you follow these rules is awkward, and i think not a very workable dynamic. I would suggest, instead, you set your policy for yourselves, and then, if there is a problem identified, then, that is something that the executive director would talk with with the chair of the board, or if it involves the president of the board and the Vice President of the board. Thats how this works, if you have a concern about a violation or potential violation of a policy. Richard driscoll, please. I have a suggestion about this sentence. I know which words are causing the most confusion. The phrase, deal with, is the problem involved. Some may think deal with, involves a conversation with a manager. I dont. When youre gathering information, youre not interfering, if you start to negotiate or influence to get them to do something or not do something, youre not just gathering information, you have now crossed the line. So i say that to point out this example. The course that we are all going through this year, the harassment training course, a couple hours is several definitions, but they go through examples to show what that really means, so if you were to say, what is this activity, this conversation with the consultant, thats dealing with that, is that inappropriate or undue influence. Thats sort of a way to get the yes and now behind the verbs is what this is dealing with. What you can do without asking the executive director his permission, or you can go to him and say, im going to talk to this person. I think thats to get clarification for this adoption because we must govern ourselves, not the executive director. I mean, obviously, we make the rules for ourselves, but the way i see this is undue influence i think were making this overly complicated. To me, its a very simple thing. Staff is bringing forward a recommendation, and you say, i have a friend that works for fundex. I will only support that if you bring in fundex. Thats undue influence. Undue influence is using your position to obtain benefits through yourself or someone else. Well, if its through yourself, thats a whole different problem. Its not undue influence . Its both. Its a financial conflict of interest. Thats a crime, but thats not what were talking about here so much. But is that not undue influence . Yeah. Thats my point. Its other problems, as well. I dont understand why were having such a hard time on this. This rule already exists on the executive side. Well, im confused. What would you like to change. Take the word suggestion out. Thats charter language. Those are charter words, and deal is what the charter says. Then how about dividing them into two and having that paragraph apply perthe charter for the administration component, and for the investment, take the two words out so i can have a suggestion to someone. I cannot support i will not support any edits to this section as it is. I think its a i think this is a probl is a problem that we have here is were trying to cleanup some of these governance issues that weve talked about, and our consultant, which we all brought forward and talked to, recommendations, and we all voted on this. And i dont think anybody should get tripped up on any of this. Theres no tricks, there shouldnt be any ahhas, but i will not support any modifications to this policy that tone it down and give more room more wiggle room. I will not support that. And if the board wants to, then, thats absolutely the boards prerogative, but i wont support it. Any further questions about that particular code or any of the other codes that are before you . Thats my struggle. [ inaudible ] just a suggestion. If youre going to keep the language, i would suggest putting the exercise of any undue influence, or interference. It needs a verb there. But if youre going to keep the language. So how would it read . Its any dictation, suggestion, or exercise of undue influence or interference. To me, thats acceptable. You said youre suggesting language clear. Thats fine. Im fine with that, but im not okay with toning it down and taking out things. So that satisfies leona, it satisfies victor. If i can make a suggestion. Thats all im asking. Yeah, thats all were asking for. And the way youve added the word, would i be able to make a suggestion. Thats how it goes to me, commissioner. Now, if we could pick up the verbiage that youre recommending, my question so you is, will i be able to make a recommendation because i can put quote it as that. This is a recommendation, this is what id like to do. Commissioner, its up to the board as to whether or not you can make a recommended change. I think what shes asking is under this this governance change, would he be able to do that. Oh, i see. Oh, i see. Richard, can you give an example. I met with bill coaker a while ago, and i listed my suggestions of an assert allocation, and he shared his, and there was lots of discussion, and it came through, and there was a final asset allocation. I dont want bill to say im doing undue influence on him because i shared my allocation. He can simply say your role was influencing me. Youre my boss, to some degree. I just want to buffer that so people can talk freely and suggest things. I think the question would be there whether the mr. Coker would be considered sort of de facto, the executive directors designee, because it permits designees to talk to trustees. It doesnt have to be in the policy, but just no. I will say that this was an attempt to put the conditions of undue influence to include not only administrative but investment staff duties that have been delegated to the staff from by this board. For commissioner makras to try to influence a staff recommendation, i think influence would have to rise to the level of, you know, a suggestion or a discussion or an open discussion is not going to ultimately influence what staff is going to recommend. I think the whole concept of trying to dictate, influence or suggest how the department should be operated is what i believe the charter was going for, only how the department you cannot tell me to fire bill. You fire me in order to fire bill, so you cannot try and influence me to take those types of actions which are within my authority, and thats what the charter is there to protect. However, it doesnt extend, because this may be one of the few commissions in the city, that actually deals with investment issues, so the charters silent on how much a board member or commissioner how much influence they should have, or what type of dictation or suggestion should is appropriate. But thats why i believe this board, through policy and i agree. Its not my job to call Board Members out as having, you know, violated policy, and i think this board needs to determine what they believe is reasonable. I just think that the charter language is very clear on the administrative side. I believe that the issue of and i you know, i would ask any board member to tell me the last time i denied you access to talk to a staff member, be it investment staff member or an administrative staff member. The new policy asked me to assign liaisons to each of the committee, which certainly is available. Its just the issue of, you know, i had not thought about the issue of a manager meeting or setting up a manager meeting because i think as professional courtesy, it would be helpful that you feel obligated or obliged to let me know youre going to meet with a manager because if something happens at that meeting, the manager most likely is going to be calling me or alan or bill to discuss what was discussed at the meeting, and it looks crazy that we have no idea that youre meeting with managers. So i mean, thats a whole area thats just opened up at this meeting that i dont think i had seriously thought through. I thought it was with consultants and staff. But certainly, we can look at it towards other you know, calling up a manager to know if a contract is final or if youre happy with the terms of the contract or setting up meeti meeti meetings as part of your due diligence, i think you have a duty to do due diligence. But i think letting me or staff know that youre officially in your title as commissioner meeting with an investment manager, you know, is, i would say, the very least that i would expect that the board would ask. And thats sort of the policy in line with the blackout period. You can talk to interested parties, as long as you notify me in advance that youre going to. We have proposed language that satisfies everybody . Okay. Can we go back over it to have hear it officially . So were focusing on subsection j of the code of commissioner conduct, and this is focusing on the City Attorney, of mr. Brians language, so it would say any suggestions, exercise of undue influence, including without limitation, any attempt to influence staff or consultants recommendations, end parentheses, or administration or investment matters shall constitute official misconduct and or a violation of this code, provided, however that nothing here in shall restrict the boards powers of hearing and inquiry as provided for by the city charter. Id like to make a motion id like to make a motion that we accept the small amendment and enter the word exercise before undue and after suggestion in subsection j. Exercise of. Excuse me, exercise of. I second. Ive just going to make sure what youre saying. Sure. Just give me. [ inaudible ] this does not change the basic meeting of this phrase. Actually, it just makes it a stronger sentence. And it incorporates roberts suggestion. So procedurally, theres a motion, theres a second. We need to have a vote on that particular item or can we take it with everything all at once if were going to approve this entire section. If this was the extent of the amendments, you can take it as accepting all proposed amendments except for the amendment to the code of fiduciary conduct, and then, dont forget to extend the references to the esg committee. Id make a slight tweak to that. Its not its accepting it with the amendment to the code, so you would adopt the code of fiduciary contact with the proposed amendments. Let me asked board, theres parts of item 16 that we havent entirely talk about. Does the board want to talk about any of these other items or have any questions . Yeah, i think we should talk about it, but i a motion has been made. Lets just deal with it. Lets take the vote now, and we can continue in another section. Okay. I just find it easier with the speed of the meeting and the efficiency so you want it so its just for the code of the fiduciary conduct. Yeah, its just for section j. Hold on, and if theres any amendments that we want to make, we will make another motion, and we will take another vote. So theres a motion and a second. Call or the vote . Yes. Okay. So we would have to call for Public Comment. Are there any members of the public that would like to address this specific amendment . Seeing none, ill close Public Comment. Do we have any discussion on this before we vote . Can we do we take this item without objection or okay. Great. So this item passes without objection with regards to the code of fiduciary conduct, item j. There are still other sections within item 16. Do we have any other comments about these other sections. Does anybody want to talk about the Board Performance evaluation policy, the investment terms of reference, travel policy or any of the others. Seeing seeing none, so then, procedurally, do we need to call for Public Comment on this section as okay. Is there any Public Comment on item 16 . Seeing none, i will close Public Comment on item 16. The recommendation from the Governance Committee to the board is to accept these items. There is one amendment. Are there any motions to accept these items from the Governance Committee with the already approved amendment . I will move the item. Is there a second . Okay. Great. Commissioner driscoll. Can we take this item without objection . Yes. Okay. Item 16 passes. Thank you for the discussion. Item 17. Item 17 is simply a periodic review. There were no edits to item 17, so it actually did not go through the Governance Committee, i believe, which is why its a separate agenda item here. It actually was calendared through the Governance Committee with a recommendation just to say that you continue to accept it without amendment. Okay. So there has not been any substantive changes, so it just changes the term for which you review, from three to five years, correct. Thats correct. Why dont we call for Public Comment. Are there any members of the public that would like to address us on the Vice President terms of reference. Seeing none, well close Public Comment. Does the board have any questions . Seeing none, is there any motions . Motion. Second. Well take this item without objection. Item 17 passes. Next item, please. [ inaudible ] item 18, approve Service Provider selection policy. This is the similame sim as to the last one, there were no material edits to this one. This is a periodic review, so its coming back to you. There is a lot of cleanup. Its been a while since some of these policies had come back to the board, so were cleaning them up in their terms for review. Great. Commissioner makras will move it. We have a second. Commissioner bridges . No discrepancies, so you would review every five years now. Correct. And so instead of three. Correct. Is that pretty standard . Relatively standard. Okay. Okay. That was my clarification. Okay. I wasnt sure. Yeah. The routine, no less than every five years, but well be bringing some of these back to you more okay. More recently or sooner than five years as we continue so it seems like five years is a long time. Thats why i asked. When we set them up, it was every three years, but now were sort of in a maintenance node before the fundsten retreat, but well be bringing them back more often. And the governance consultant said basically we need to bring these up because it had been since 2011 since these had been routinely reviewed by the committee and the board. Okay. Thank you. We have a motion, we have a second. Is there any other board discussion on this item . Seeing none, why dont we open it to Public Comment. Are there any members of the public that would like to address this on Service Provider selection policy . Seeing none, we will close Public Comment. Can we take this item without objection . Item 18 passes. Item 19. Item 19, executive directors report. Ive been asked to again, remind you that we have till december 31st for each of you to go online and take the harassment prevention training and well have our either our hr manager or our secretary, norm nickens contact you he will not be here until after the deadline, so well be having our director, grace tam, contact you. We will be having our Holiday Party this friday. Youre welcome to come by. Its at the corridor restaurant on vanness, right in our old neighborhood. We also, will, from 2 00 to 5 00. Im also giving you a copy of two lawsuits that we have received dealing with the same issues, a potential or at least an alleged age discrimination and the formula for the miscellaneous disability benefits. As i indicated to you, these do name sfers in both cases, and the retirement board in one of the cases, as a defendant. The City Attorneys Office, not our City Attorney, but the City Attorneys Office has determined that these are Charter Construction issues, and the lawsuit really is not how we are implementing or how were administering the plan, so as of today, they, the City Attorneys Office is defending this on our behalf, even though the board and the plan have been named as defendants in these actions. The other thing that is not on this calendar that i wanted to announce is yesterday we were one of over 225 significant at the launching of the Climate Action 100 plus initiative. That is through pri and could sponsored by calpers where globally managers and Investment Managers are going to be engaging 100 of the Largest Global companies both on the production as well as the demand and use of carbon resources. And so as a member of pri, we were able to join as a signatory on that, so i wanted to make that announcement. And then, we had provided you copies of two letters. One from supervisor peskin, and peskin, and you, at yesterdays board of supervisors meeting. Investment . Yeah. I just spoke about how we were doing. Just the mayor and i were working on the the Charter Amendment . I havent signed off on that. That was introduced yesterday at the board of supervisors. And should this body take up and divest from the dirty the dirty of the bad offenders, peskin will withdraw his Charter Amendment. So its important that we stick to the calendar of january 24 the calendar date of january 24th for the discussion o