Clerk we have a quorum. Okay. First item is we will go into closed session. We need a vote whether to disclose discussion held in closed session on the january 21, 2020 special board meeting. Move that we dont disclose. Second. I do not believe theres Public Comment on that piece. All those in favor say aye. For closed session for today, before we go into closed session, is there Public Comment . Seeing no Public Comment, weth. The other Board Members will join us shortly, but i do not want to lose a quorum. We have several action items important action items to hold this afternoon. With that, we need to come out of closed session. So moved. Second. All those in favor . All right. Well start with Public Comment. The general Public Meeting rules apply. Please follow the normal rules that are posted about turning off your cell phone, etc. , etc. Open for Public Comment. My names john stinson. Im a 45year member of our pension fund. There were two things the public Pension Funds have in common. Number one, theyre all underfunded. Number two, one of the reasons why theyre all underfunded is because theyre over diversefied in highrisk investments like hedge funds. Most Pension Funds want 7 to 7. 5 return on their investments. To get a 7 to 7. 5 return on investments, its not necessary to invest in any highrisk investments like hedge funds. Two months ago, i gave you multiple portfolios of your stocks and bonds went back 94 years, and the average return just on combination of stocks and bonds and passive investments in those were more than 8 . Thats going back 94 years. Fourth, you dont have to go back 94 years. Lets just go back ten years, and investments in stocks, bonds, real estate, and public utilities, and passive investments in those investments. Number one, s p 500, and the passive investments. One year retained 15. 48 . Ten year retained 11. 9 . 60 40 . Tenyear average, 10. 594 . Real estate, passive investment in real estate. One year retained, 28. 91 . Ten year retained, 11. 9 . Okay. Thank you, mr. Stinson. One minute. No, please. This proves that you dont need any highrisk investments. All you need is stocks, bonds investments plus utilities. Thank you. Is there any other Public Comment . Move onto item 5. Item 5, action item. Approval of the minutes of the january 8, 2020 meeting. So moved. Second. Any other corrections, additio additions, or deletions . Ill call the question. All those in favor . Opposed . Okay. Next item oh, i forgot to ask for Public Comment on the minutes. Motion shall stand. Next. Item 6, action on the items on the consent calendar. Anyone wish to separate anything out . Ill move to Public Comment. All in favor . Opposed . Before we move onto item 7, ill make a motion we have several items that require action today. Im pushing things along so we do not lose a quorum because a couple of Board Members have notified me they must leave after 5 00. Okay. That takes us to the investment calendar. Board members, in october of last year, andrew provided some additional policy. The board asked for some Additional Information, and andrew here is to provide such. This is a followup update on the investment restrictions for Companies Operating in s sudan. The Political Climate in sudan has changed significantly over the last couple of years. Beginning in 2017, sanctions were started against sudan. In 2017, president al bashirwas removed, really, with the goal of having a democratically elected civilian government in place by 2022. While there is certainly some uncertainty about the continued stability in the country, weve taken some steps to ensure there is good rule of law and protection of human rights in the country. This has been recognized by the u. N. , by the International Criminal court. Pages 2 through 4 of the memo provide more detail around sort of recent developments politically in the country. So staffs here today because given the changes, the positive changes in political structure, we believe that theres increasing argument that a wholesale boycott of Companies Operating in sudan is potentially counter productive for economic stability in the country and ultimately the eradication of poverty in the country. They have significant challenges getting access to food, basic food and medicine. Everyone that ive spoken to have greed to that boycotting the companies in that country is not necessarily productive to improving conditions in the country. What were proposing here is that our restriction criteria would continue to restriction investment by sfers and companies that are providing military equipment in sudan as well as those that have been deemed c deemed complicit in the genocide. What were proposing, and this is on pages 5 and 6 of the memo, we would conduct Due Diligence of those Companies Activities to understand their compliance procedures governing procedures, Risk Mitigation strategies, social compliance, governance risk, and recommend that if we get uncomfortable with those, that the board does not restrict that if we get comfortable with those, that the board does not restrict sfers from investing with those companies. Weve proposed new criteria as well as companies that weve brought to the board in october against this criteria. And based on that, we have four companies that were recommending for continued investment restriction, but the removal of Nine Companies on our current restricted list as well as not adding Additional Companies to that restricted list. So what weve tried to do on page 25 is theres a restricted list, and then on page 21 would be the proposed list of unrestricted companies. Again, the proposed criteria are on pages page 5 of the memo page 5 and 6. So ill pause there, maybe let allen say a few words about this recommendation in the context of other plans around the country. And i advised special six plans. Two never had any antisudan regulation at all. Two of them did. Most of them proposed to divest from sudan or anyone furthering the war on genocide. You are in good company. You are still retaining some companylevel restrictions, but in the direction of moving toward relaxation of those constraints. Question real quick. How is is there a tiering or an overlay that yes, sfers, in our direction in sudan, and also in companies that were investing in or were looking to do into funds or whatever, their e. S. G. Plan, did we ever put metrics together or in the sudan, do those ever touch . We provide the list or plan to our managers or potential managers and instruct them to divest from those companies. Not all do they hold, but if they do, they restrict investment in them. Okay. Question now is, one, i assume youll go back and tell all the managers, plus the custodian that were amending this list. Thank you for that. I think this is a smart way of applying all our e. S. G. S. Okay. Thank you. I assume youll apply that in other areas, what you just did. Thank you. Okay. Go ahead. Im prepared to make a motion to staff the changes. I also want to thank you to include the links to all the articles. That was very helpful. Great. Actually thanks to luke for doing that and providing a lot of the detail here. Okay. I appreciate that. Can i just tell you, the issue there are two motions. Probably part of one motion on page 18, which you should probably, for the record, make. Well, theres two parts to this. Theres a motion for both items . Yes. Okay. The motion has been made by commissioner casciato, seconded by commissioner heldfond. Any Public Comment . You shouldnt invest in any countries that are involved in civil wars. The civil wars have been going on for hundreds of years, and when it comes to civil rights abuses, the country that should be at the top of your list is china. Theyve been refusing people for the last 75 years. Okay. No further Public Comment. All those in favor of the motion say aye . Opposed . Next item. Item 8, 2020 proxy guidelines. Members, there are eight recommended changes as summarized on page 2 of andrews memo. Andrew . Thank you. As bill said, annually, we review our proxy voting guidelines to ensure that theyre consistent with best practices in terms of governance and our expectations around that, and two, that theyre reflective of any changes that we come across in the governance landscape in types of governance landscape, new shareholders expectations. Few changes that were recommending this year, but those eight changes are on staffs memo. Ill just highlight quickly two of those changes that were making. One is we were previously voting against the chair of nominating Governance Committees at companies where the board is 100 male given that there is a reduction in the number of all male boards really across companies, were now strengthening our expectations there and are recommending that we vote against the chair of a nominating Governance Committee if the board is not at least 20 women. And then two, weve worked with our new proxy Research Provider to highlight our expectations around our compensation plans, and we will vote against highlighted compensation plans if we determine the longterm incentives are not performance based in some way and then if we feel like there is not sufficient transparency around the way that shortterm compensation has been highlighted by boards. The rest of them are fairly straightforward, but happy to answer any questions about those. Any questions or a motion . I would move to approve. Ill second. Any Public Comment . Then well call the question. All in favor say aye . Opposed . Okay. L lets go to item 11. Item 11, proxy voting report for 2019. We provide a report for proxy votes for the calendar year. Andrew . So quickly, well just go through 2019 proxy voting season, and then talk about our voting activities during 2019 annual which is the calendar year 2019. Relatively quiet year. A few things to highlight, there was a small uptick in the number of directors that failed to receive Majority Shareholder support due to mostly the boards failure to respond to executive com packages. More, i believe there were a number of directors that didnt get at least 70 shareholder support. And this is a trend that youve seen the last few years, so shareholders showing dissatisfaction with slates of Board Members. As i mentioned, boards continue to appoint additional women to close the gender gap that we see on boards. 19 of u. S. Companies had no female companies in 2019. This is down from 26 in 2018. There was a decline in the number of shareholder proposals that came to vote, and this is a trend that weve seen over the last few years, and this is because of shareholders are finding ways to address concerns over environmental and social issues and are working together outside of the Shareholder Resolution process to address a lot of these concerns. The ones that did go to vote did receive on average about 30 shareholder support, which is relatively high. Among those, the highest receiving support were related to Human Capital, so workplace diversity, Sexual Harassment policies. In terms of sfers voting, we took the hardest look at compensation policies, only supported 84 of those, which was lower than others. We supported a majority 32 of the 33 shareholders proposals on environmental and social issues that received Majority Shareholder support, including one at b. P. Where we were actually a cofiler of that Shareholder Resolution around climate change. Thats about it for 2019. Im looking forward to 2020. I think well see similar focus areas around talent and Human Capital management, Board Composition and diversity and Climate Risk Management that will be, you know, addressed through the Shareholder Resolution process. Were also tracking whats happening at the s. E. C. Now. Theres two proposals there, one related to the amendments to the Shareholder Resolution filing process, so making it harder for shareholders to file shareholder proposal, and then another proposal that would put limits on proxy shareholder and other shareholders. This is a discussion item. Questions . I basically have one question. A lot of data in this report. One piece that could be useful, but its not present. Im concerned where we did not vote with management and it still passed. You made one reference in there, 50 of proposals received Majority Shareholder report. That related to shareholder proposals. My concern is when we vote for something that passes and managements against it, whether or not this then becomes a priority, whether or not we should do more engagement, that we didnt just buy it by accident. I dont know if that data is available by glass or they just dont decide to put it out there. Its like playing baseball but not knowing the final score. Yeah. Its certainly available. The vast majority of shareholder proposals do not receive majority support, and management the b. P. Case is actually a very, very extremely rare situation where management supported the proposal, but we can, yeah, provide a little more detail its one of our major other partners, like calpers, are in the same situation. Youve got a lot to do, but thats one issue, weve been talking about proxy voting, step one, when we go into all the confrontations. Thats my observation. Any further questions . Ill call go ahead. The p. R. I. Report annually, as well or any type of reporting from the type of report that the p. R. I. Is doing . In terms of engagement with companies . Mmhmm. Thats a good question. I can look into that. Is there any Public Comment . Okay. That concludes item 11. Lets take us back to item 9. Item number 9, action item. Approval of revised guidelines for public equity and fixedincome manager monitoring and retention. Very good, Board Members. We have two suggested changes in the guidelines for Public Markets managers. The two items are related to frequency and reporting. This is in kurts memo, and kurt will please provide some comments. Sure. Commissioners, you may remember in december, we described certain updates that were limited to certain goals and responsibilities. What may not be known is theres an appendix that provide a process by which staff and the general consultant who employ when making decisions and recommendations to the retirement board concerning manager retention, these were last updated in 2008. And so as we did with the Overall Investment policy statement, we want to bring it current. So in addition to routine changes to certain descriptions and or clarifying language, its still noted we are recommending two primary changes that we believe will accomplish three things. First, they will better reflect current practices and duties. Two, they will involve reporting to reflect staffs resources, capablities, and really the sfers investment horizon, and the third is to make sfers as attractive as possible to the investment community. We are proposing a change in the frequency of the managers under review process, whereby we determine each managers standing, whether in Good Standing or under review. We use this based on data of june 30 and december 31 each year, rather than on the quarterly process. We believe that while staffs continuous assessment of managers is continuous and ongoing, we think a semiannual review is more in keeping with sfers longterm investment horizon, and we think that the depth of our evaluations will be improved. Further, itll reduce the time that staff spends on report production and presentation, and as you know, we generally feel like were underresourced. The next thing is were recommending a change in reporting. We wou we would like to have a report delivered to the managing director of Public Markets, my role, with the c. I. O. , on his role as managing director of allocation of Risk Management, the executive director, and the boards consultant. Any additions or deletions to that list, along with the general circumstance, will be noted in the report the month following the addition or deletion. Again, staff believes that such changes with consistent with the duties delegated among the staff and consultants described in the i. P. In december. And further and ill have allen comment on this, we do believe that the investment industry views detailing managers existing concerns is disadvantageous to sfers. We believe this limits the number of managers that will partner with sfers. I should note that we provided the board with a red marked copy and a clean copy of the revised guidelines. So with that, i would ask allen to make comments. Yeah. I would just make two comments. Were going to talk a little bit later about Asset Allocation, which would determine 92 of your returns, so the assess of commenting manager by manager distracted the board from more important duties. More importantly, reviewing each manager based on that manager underperforming in a particular period without the context of the total portfolio can be counter productive, so we do see more plans moving away from monthly reviews of managers who happened to have outperform