Michael J. Howard

The board meeting agenda focused on corporate governance and financial oversight. Key discussions included the acceptance of financial statements and statutory reports, the approval of discharge for management and the board, and the allocation of income and dividends. Additionally, shareholders voted on the re-election of directors, the ratification of auditors for both financial and sustainability reporting, share capital reduction through cancellation, and various proposals regarding ESG criteria, human rights due diligence, and the discontinuation of arms transportation.

The meeting included a review of the internal audit charter, internal quality assurance results, and the status of the audit plan. Key discussions involved an open issues log, management's remediation plan for open issues, and a review of completed audits, including the teachers' appropriation and a cybersecurity report. The committee discussed the Three Lines model and addressed cybersecurity matters, including network security infrastructure, in a closed session. Finally, the committee approved a revised fiscal year 2026 audit plan.

The meeting featured a presentation on the state of climate science and its implications for investment strategies. The panel discussed the progress and workstreams of various working groups, specifically focusing on private equity and real estate sectors. Additionally, the panel reviewed a foundational framework designed to link investment objectives, fiduciary duties, and actionable portfolio implementation, followed by a general panel-led discussion.

The Committee discussed and approved the Iran and Sudan Restricted List and the Russia Restricted List. A significant portion of the meeting was dedicated to reviewing and approving updates to the proxy voting guidelines, covering ten key topics including dual-class stock voting rights, say-on-pay proposals, executive and director compensation, climate change proposals, diversity initiatives, and political lobbying. Additionally, the Committee moved into a closed session to receive legal advice and updates concerning securities litigation.

The board received legislative updates for the 2026 session and discussed staff recommendations regarding several bills. The board certified a candidate for the State Police Retirement System Representative position. Reports were presented by the Corporate Governance and Securities Litigation Committee regarding divestment and proxy voting, and by the Administrative Committee regarding various policies and consulting workplans. The Chief Investment Officer provided an update on investment performance and fund market value. The Executive Director covered agency activities, including upcoming education sessions and recruitment updates. Finally, the board adopted a revised salary structure for the investment division.