Piloting the Portfolio
Recent years’ financial challenges continue to make the work of the trustees’ investment committee more critical—and sometimes higher profile. Consider these steps for assembling an effective team to guide your endowment decisions to a safe landing.
By David A. Bell and Judith H. Van Gorden
The investment committee has historically been one of the most important contributors to a higher education institution's board of trustees. Committee decisions have a substantial effect on the financial resources, and, therefore, the well-being and success of the organization.
In recent years, a number of trends have converged, making the work of the investment committee even more critical-and sometimes highly visible. "Given the ongoing uncertainty being faced by campus investors ... college and university investment committees will play a key role in any future shifts in investment policy and asset allocations," noted Kenneth Redd, NACUBO's director, research and policy analysis, in the March 2012 Business Officer article, "What Goes Up ... ." In that same article, Robert Huth, Stetson University's vice president of business and chief financial officer, said: "Our advisory committee will maintain its long-term focus but most likely spend additional time and resources considering more 'limited-term' investment opportunities."
Following are other trends that will help redefine the priorities of the investment committee:
Importance of investment returns to overall operations. One of the most significant changes is the enhanced focus that investment committees place on the use of endowment returns to support institutional operations. As Sally Staley, the chief investment officer of Case Western Reserve University, Cleveland, describes it, "An investment officer used to introduce himself or herself to other endowment officers by noting the size of the endowment being managed. Today, that endowment officer is much more likely to point out not only the endowment size, but also the role that the endowment plays in supporting institutional priorities."
Influence of the economy on institutional revenue streams. Largely as a result of the 2008 financial downturn, there is a greater acknowledgement of the close correlation between broader external economic activity and the revenue streams generated by the organization. In times of economic stress, for example, college and university revenue sources—including tuition, research funding, philanthropy, patent and licensing revenue, and, of course, the endowment—can be subject to great volatility. One way to smooth out this instability is to adhere to a strategy that allows the endowment to generate relatively consistent returns.
In addition, prudent management of the endowment can allow for adjustments in the annual spending rate to help offset declines in other revenue. A consistent endowment return will be especially important for those institutions that rely heavily on endowment funds for operational needs. Staley says, "It can be helpful to think of the operational needs of the institution as 'liabilities'" that must be satisfied, in part, out of the endowment. In order to ensure that institutional priorities are met, job No. 1 is to generate a return that equals the sum of the target annual spending rate plus a reasonable level of inflation. A secondary goal might be to achieve benchmarks that also can be used to measure success and to set annual incentive compensation for investment staff.
The institution should always be looking for new members who have the requisite financial expertise to serve on an investment committee.
Evaluation of committee size and composition. Another recent trend noted by investment officers is the move toward somewhat smaller investment committees. An ideal size for investment committees is in the range of five to eight members. Keeping the voting membership to a manageable number ensures an appropriate balance among scheduling logistics, providing an opportunity for each member to contribute to discussion during committee meetings and ensuring a diversity of viewpoints. Given that noncommittee members, internal staff, outside invited guests, and former committee members also may be invited to attend meetings—albeit not as voting members—it is especially important that the membership be limited to a reasonable number.
As portfolios have become more diversified, adding alternative asset classes, it's also wise for investment committees to include experts in alternative asset classes, in addition to investment and capital market generalists. For larger endowments and their investment committees, one approach taken by some institutions is to create investment subcommittees to manage different types of investments within the portfolio.
Shifts in thinking with regard to investment committees—coupled with ongoing challenges in the markets—exert varying pressures depending on endowment size and institution type. Following is a discussion of those differences and related advice on ways to ensure the effectiveness of your investment committee.
Investment Management Structures and Investment Committees
The internal structure for managing investments varies among institutions, often depending in large part on endowment size.
Smaller asset pools. It is typical that institutions with small to midsize pools of assets share resources for managing investments with other departments, such as the accounting group or treasury, and rely heavily on the expertise of investment committee members for guidance and to evaluate proposals by external expert providers. Investment consultants and advisers often serve as an extension of staff, supporting the work of the investment committee.
Another option being adopted by smaller endowments—and even some larger ones—is to move from an investment committee-managed model to an outsourced model. In this case, the outside professional manager handles day-to-day management, in keeping with the strategic direction set by the investment committee and the investment policy.
Large amounts of resources. Institutions with large asset pools typically have sizeable dedicated internal staffs of investment experts and rely on the investment committee to serve as a sounding board and to further enhance their already-substantial capabilities. Increasingly, most institutions with endowments of $500 million or more operate under this type of arrangement, although there are groups that follow other models.
Institutions that are well-enough endowed to support a dedicated staff have an advantage because of their ability to make decisions more quickly. This is because investment committees meet, at most, five or six times a year. That makes it difficult to be tactical if opportunities, or challenges, must be managed quickly. If the committee itself manages investment decisions without an internal staff or a third-party professional, such situations result in decision making that is likely to be less nimble.
Common goals and challenges. Whether an institution has an internal investment staff, outsources its investment management, or uses a hybrid model, the proper role of the committee is to set high-level policy and strategy. Ideally, investment committee members are familiar with capital markets and modern portfolio management theory.
Similarly, asset allocation is one of the most important decisions for the committee to make, since allocation has a high level of influence on the performance of the portfolio. So, look for committee members who are aware of the methodologies used to make these decisions.
More complex and sophisticated investment strategies require investment committee members with very high levels of expertise and deep experience in the capital markets. On the other hand, decisions regarding investment manager selection, and similar, more operational decisions, are properly made by staff or by an outside consulting firm. The approach used by one CIO to bridge the gap between the work of the staff and the investment committee is for the committee to approve a profile for an investment manager—including the asset allocation segment, active versus passive investment strategy, performance history, size of manager portfolio, type of account (separate or commingled) and fee structure—and then task the staff and their experts with recruiting a suitable manager to fill this mandate.
Even institutions with large boards of trustees can be challenged to find prospective committee members with the right mix of expertise. As members rotate on and off boards, the institution should always be looking for new members who have the requisite financial expertise to serve on an investment committee, if required. Often the board president or secretary maintains a list of qualifications for future board members; the CIO should recommend that the list include financial experts to be considered for an investment committee assignment. In the Northeast, where a confluence of financial institutions employ large numbers of people—including university alumni—this can happen more naturally, without much preplanning. For small institutions, located far from a major financial center, a more intentional approach may be beneficial.
Individuals who have experience with total portfolio management are especially valuable to institutions that have a sophisticated investment strategy. In some cases, the bylaws of the organization will explicitly provide that investment committee members have a minimum level of financial expertise. It is equally important, in the view of one investment committee member of a midsize endowment, that the prospective member understands and supports the organization's mission.
In addition to scheduled committee meetings, which often are held in conjunction with full board meetings, regular outreach by the chief investment officer to committee members is well advised. Staley reports that when she travels, she makes a point of scheduling one-on-one meetings with committee members whenever she is going to be in their location. This not only facilitates making sure the committee members are heard between meetings, but also fosters the interpersonal relationships among staff and the committee.
The former CIO of a public institution governed by elected officials says that it was always a top priority to stay connected with board members and investment committee members between meetings. The benefit of this approach was particularly apparent when there was a dislocation in the capital markets, because it made it easier to communicate about these events and the effects on the portfolio. This ongoing communication helped committee members stay involved in the process and realize that the work they were helping the institution do was continuous rather than episodic. It also helped the CIO develop a deeper understanding of the issues and concerns of committee members and convey the importance of their contributions.
Elements of an Effective Committee
Regardless of endowment size, institution type, amount of internal staff support, or amount of external resource support, we have found in working with investment committees that certain key characteristics go a long way in determining how well the committee functions within the governance structure and how well it performs in managing the institution's portfolio.
Makeup of the committee. Since a primary role of the investment committee is to approve and oversee the investment policy, seek and select members who are grounded in this subject and know how to set and oversee good investment policy from a macro or total portfolio perspective.
See that at least one person on the committee has a financial and/or an investment background. This is required for public corporations by the Sarbanes-Oxley Act of 2001 and, although this rule does not apply to nonprofit organizations, it is a good practice nevertheless. For larger pools of assets and/or more complex investment strategies, having a number of investment committee members who are experienced with the capital markets is very beneficial to the institution. Specifically, individuals who have financial training in their backgrounds, manage portfolios of financial assets, work in financial institutions as financial advisers or investment managers, and/or have earned the CFA (chartered financial analyst) credential should be on the short list for consideration for the investment committee.
It also is advisable to have at least one nonboard member on the committee, to help maintain an external perspective.
As we noted earlier, the appropriate size of an investment committee ranges from three or four members up to a maximum of seven or eight members. The goal is for the committee to have a diversity of viewpoints and experience, and enough members to handle the work of the committee, but not to be so large as to be unmanageable. If the committee membership reaches double digits, it may become problematic to schedule meetings and to provide an opportunity for everyone on the committee to have his or her voice heard.
One frequent challenge is that the investment committee meeting is a popular meeting, and trustees who are not on the committee may decide to attend, particularly if the scheduling of board meetings encourages this. This openness and transparency can be helpful, because it creates a better understanding by noncommittee members of the decision-making process and of the choices considered and selected.
Guide the investment committee with a written policy that covers all aspects of the organization's investments and demonstrates compliance with statutes.
However, it also can slow down the decision-making process and create an opportunity for role confusion—that is, between members and nonmembers of the committee. Role confusion can be reduced by seating the committee members at a table and the noncommittee board members and other visitors around the sides of the room. Regardless of the number in attendance, it is important to record the votes of voting members on decisions.
Skills and strength of the committee chair. Having a strong leader is critical. Here are some skills and practices to look for in a prospective chair.
- Willingness to invite candid participation from members, particularly encouraging all members to ask tough questions of staff, consultants, and advisers. One important pitfall to avoid is "group think," which results when the members of a committee tend to agree with each other, failing to confront tough issues in an effort to be polite and noncontentious. For more on this subject, see "Investment Committees: More than the sum of the parts" (Arnerich Massena, 2010) at www.am-a.com/company/research/wp_investment_committees_2010.pdf.
- Ability to effectively communicate that individual committee members are not empowered to make unilateral decisions, or to give instructions to the staff. Directions to the staff should come from the entire committee. To facilitate action, the committee chair may be given authority by the committee to consult with the staff between meetings; if votes are needed on an issue between scheduled meetings, then a phone call or written poll of the entire committee membership can be taken, rather than having the committee chair make a unilateral decision. The committee charter should provide for this decision-making alternative.
Note that when the chairmanship changes, the CIO should meet with the new chair and provide a historical perspective on the portfolio's composition—describing both the what and the why of portfolio shifts—and the role the endowment plays in the institution's finances. The CIO should seek to determine and understand the new chair's goals and incorporate these into the agenda as future investment committee discussions.
The entire committee will need to be acclimated to the change in committee leadership, and the CIO's role is to help facilitate this transition. New committee members should receive similar orientation and treatment. If the integration of such changes is left to happenstance, it will result in disrupted meetings and a general slowing of the investment process, as the entire group tries to work things out during committee meetings.
Realistic and effective investment policy. Guide the investment committee with a written policy that covers all aspects of the organization's investments and demonstrates compliance with statutes that provide guidance for institutional investing. This policy will include such components as return objectives, risk parameters, and asset allocation range. The most important roles of the investment committee are to ensure that the organization has a well-crafted investment policy and that the policy is implemented effectively. Review the policy periodically and make revisions when appropriate, in light of evolving organizational goals or changes in the law.
Risk policy represents a noticeable change in overall investment policies during the past few years; your organization's risk profile will largely drive investment strategy. While some risk is inherent in all investment activities, organizations in recent years have been more attentive to including a robust risk policy that coincides with and helps define their overall investment strategy. This policy provides a process for identifying and managing risks and includes the metrics to measure them. It may also impose requirements for stress testing, define measures to be taken to adjust risk should it fall out of bounds, and set communication standards.
One former CIO of a midsize endowment observes that the investment policy has grown in specificity over the past 20 years, in large part because of the changes in the investment environment. To protect against future problems, committee members have wanted clear delineation of the latitude of the investment options for the committee, the CIO, and staff, to minimize misinterpretation.
The increased specificity is also a function of wider diversity on investment committees (including members with both financial and nonfinancial backgrounds) and the changing regulatory environment. It's also a result of more-readily-available financial news. When a high-profile investment compromise is reported in the national news, for example, it becomes a subject taken up by investment committees to determine whether the investment policy gives them the latitude to get into similar trouble, and whether they could be held liable for such a situation.
Investment policies are subject to change, so include a policy review as a scheduled item on the annual agenda. Because the investment policy is a substantial document, it is difficult to address changes to it during regular meetings. Consider assigning such policy discussions to staff and consultants—or perhaps a subcommittee—and then present the results to the entire committee for its consideration.
Clear schedule and scope of committee meetings. The committee should strive to achieve the right balance in the schedule, meeting to review performance periodically and making additional decisions over the course of the annual cycle. A good rule of thumb is for meetings to occur at least once a quarter. At each meeting, one committee or staff member is responsible for taking detailed and accurate notes. Record discussion about the consideration of decisions and the outcome of votes, and require regular attendance so that a quorum will be present. Encourage each member to come to the committee well prepared and familiar with the agenda and any preparatory materials.
Scheduling the meetings to coincide with availability of end-of-period performance reports is best, so that the committee is reviewing the most-recent performance figures. In addition, it may be desirable to schedule a meeting to coincide with board meetings to enable wider trustee participation. A special agenda could be developed for a committee meeting timed to coincide with a full board meeting, to educate and report to the trustees on (1) the investment committee's work, (2) the overall investment policy, (3) the decisions that the committee has made, (4) the outlook for the future, and (5) how investment decisions benefit the institution.
Don't meet more often than necessary for the business of the committee. Committee members volunteer because they want to make contributions to the organization's investment strategy, and since they are typically individuals who are used to making decisions, they may feel frustrated if the meetings do not result in decisions and changes.
The CIO and staff play a key role in preplanning the meeting agenda and distributing it to committee members a week in advance of the meeting; this facilitates the work of the chair, enhances the meeting quality, and speeds the meetings along.
In our experience, the CIO and staff develop the agenda and review it with the committee chair; this effort includes actively gathering ideas from investment committee members and coordinating with the consultants. The CIO and staff develop an annual meeting agenda to keep the entire investment process in view and to facilitate decision making and prioritization. It also helps clarify the roles of the committee, the staff, and the consultants.
Realize that service on the investment committee is only one of many responsibilities and interests of committee members, who may not focus on the institution's investments between meetings. To address this reality, at the beginning of every investment committee meeting at a foundation supporting a large public institution, the meetings started with a snapshot of where the committee had been, where it was presently, what decisions had brought the committee to this place, and what decisions were before the committee—immediately and in the future. This served as a quick refresher, bringing all of the committee members up to speed, and focusing them on the business at hand, while reassuring them that important issues weren't going unaddressed.
Defined role for the committee and institution expectations. The investment committee is charged with overseeing—not managing—investments. That is, the committee is responsible for setting long-term policy and providing fiduciary oversight of the investment staff, consultant, or outsourced chief investment officer, as the case may be. However, while the committee might be responsible for manager selection, it does not as a general rule become involved in day-to-day management and implementation of investment decisions.
Maintaining respective roles can be challenging, so regular discussion and communication about role boundaries of the various parties is appropriate. With outside experts, the consultant works through the staff, although in some special cases consultants may work directly with the committee members. In the latter case, the consultant and the committee member keep the staff informed, so that the investment work is fully synchronized.
Day-to-day management of duties relevant to the investment portfolio. In organizations with significant investments, professional staff may handle the day-to-day management of investment decisions. Organizations without investment staff may find it advisable to use outside consultants, which are sometimes also used to supplement professional staffs. The decision to use outside consultants calls for the committee to fully recognize both its own limits and the limits of staff. In either case, it is the duty of the committee to insist on regular reports and to monitor the performance of the staff and/or consultants.
Active management of the consultant by the staff is desirable. The consultant participates in the agenda development for the meetings, and, between meetings, works with the staff to review items under development for presentation or recommendation to the committee. One manageable option is to center the responsibility for managing the investment process with staff, and then the consultant will function as an extension of staff—with both staff and the consultant supporting the work of the committee.
At a midsize endowment, held by the foundation of a large public institution in the West, the staff supporting endowment investments wear many hats—an assistant treasurer and the treasurer each spend a portion of their time on these issues. They have excellent support from external consultants, who operate as an extension of the staff, and work closely with the chair of the investment committee, a well-respected investment professional who is readily accessible.
In this role, the treasurer's primary focus is to support the decision making of the investment committee and help members meet the requirements of the investment policy. The investment committee sets asset allocation parameters and selects investment managers, based on options presented to it by external consultants; some of these options may have been brought to their attention by a committee member or someone from the university community. Regardless of the source of the referral, managers are vetted by the external consultants. Portfolio rebalancing is done periodically by the staff, in accordance with the investment policy.
Manager terminations or changes in amounts of assets allocated are approved by the committee and implemented by the staff. Spending parameters are set prior to the beginning of the budget year, and staff implements the plan. The treasurer and staff develop the annual agenda plan and the meeting agendas in collaboration with the chair and the consultants, and work with the consultants to develop materials and recommendations that are presented to the committee. Annually, the staff coordinates reviews of the custodian and the consultants and provides the committee with a fee comparison for its managers versus the relevant universe. The staff works with the consultants to monitor that the portfolio is within parameters set by the investment policy.
Respective roles of the investment committee, the staff, and the consultants are clearly defined by the investment policy, the investment committee charter, and board policy.
Responsibility of the full board for investments. Although the investment committee is primarily responsible for oversight of the organization's investments, the full board has ultimate responsibility for overseeing the work of the investment committee. The committee should periodically give reports to the board, and the board should actively engage to satisfy itself that investments are made and managed prudently.
The articles of incorporation or bylaws should describe this reporting process from the committee to the board.
Training on and adherence to institutional policies. When new committee members join, a half-day orientation session is a solid investment. At this meeting, the new members are brought up-to-date on the current status of the portfolio and the thought process that led to it. Also, orientation offers an introduction to all of the parties participating in the investment process and the roles and responsibilities of the parties. Each of these new members will bring his or her experiences and expectations to the meetings, so the orientation is an opportunity to establish a foundation to integrate them seamlessly into the process.
In addition to an investment policy, the committee members adhere to policies related to organizational conflict of interest, ethics, and confidentiality policies. Members joining the committee receive training on the policies, the scope and nature of their fiduciary duties, and applicable laws, especially the Uniform Prudential Management of Institutional Funds Act of 2006 (UPMIFA). (See sidebar, "UPMIFA: A Significant Statute Update" for more details.)
Committee term limits. It is advisable that there be term limits on investment committee members to ensure that new ideas, perspectives, and expertise are regularly introduced to the committee. For example, the investment policy may provide that members of the committee may serve up to two three-year terms.
Investment committee membership is a fairly demanding assignment, so having a finite term enables this work to be spread among the larger board of trustees over time. It also offers an opportunity to involve more members of the board in the work of the investment committee.
The value of transparency. Recognize that many stakeholders-including alumni, faculty and administration, the media, and organizations like the Internal Revenue Service and the state attorney general's office—may be monitoring the work of the committee. Anticipate questions and be prepared to explain investment decisions.
The documentation of meeting discussions and decisions in the minutes ensures that the committee is prepared for questions from stakeholders and external oversight entities. Some institutions prefer to document decisions only, rather than the discussions that led to the decision, on the theory that this better positions them for potential defense in any future legal proceeding. Also competing with the transparency objective is the desire to maintain confidentiality about investment decisions that are considered proprietary by the committee members or the consultant. Each committee should discuss these issues and engage board leadership and counsel to decide where the appropriate balance lies for the communication of the investment strategies.
Fiduciary liability insurance. Members of any investment committee should protect themselves by securing fiduciary liability insurance. Should any unlawful or dishonest acts occur, this insurance will protect the organization from losses.
A review of insurance coverage for the professional staff is also appropriate. For government entities, a bond on employees responsible for handling financial resources is standard protection. Similar insurance coverage is available for nonprofit entities to protect the institution from malfeasance by investment staff.
At the board level, consider indemnifying directors and officers by purchasing directors and officers insurance and coordinating coverage for special activities, such as investment management, with this coverage. Consult with the institution's risk managers and insurance professionals to evaluate coverage choices. Indemnification may be necessary to persuade some individuals to serve on the board and its committees, because they are unwilling to risk their personal assets. It's a good practice to review the indemnification policy with board and committee members annually.
The importance of a well-organized and effective investment committee to an organization cannot be overemphasized. If the committee does its job well—establishing and following the practices we've outlined here—it can greatly enhance the resources of the organization, both in the short term and far into the future.
DAVID A. BELL, former vice president of government and community relations for Case Western Reserve University, Cleveland, is director of federal government relations at KeyCorp; and JUDITH H. VAN GORDEN, former chief financial officer, Arizona State University Foundation, and former chief investment officer, University of Colorado, is chair of the NACUBO Endowment Management Forum.