December Board of Trustees Meeting Summary

The Budget and Audit Committee of the Board of Trustees convened Monday, December 11 at 8:30 a.m. with the regular session of the Board of Trustees meeting following at 9:40 a.m. In attendance were Board members Dr. Jason Steliga, Beth Knes, Dr. Eric Park, Allie Gassmann and Katie Webb. Also present were Executive Director Dearld Snider, Chief Operating Officer Sarah Swoboda, Chief Investment Officer Craig Husting, Chief Counsel Mike Moorefield, Chief Financial Officer Anita Brand, Director of Human Resources Kim Harris, Director of Member Services Nicole Hamler, Director of Employer Services Stacie Verslues, Director of Internal Audit Jeff Hyman; Chief Technology Officer Lisa Scheulen, Director of Communications Susan Wood, Director of Executive and Board Administration Jennifer Martin and various other PSRS/PEERS staff members.

Budget and Audit Committee

Approval of Minutes

The open session minutes from the June 13, 2023, Budget and Audit Committee meeting were approved by unanimous vote.

Review of the Fiscal Year 2023 Annual Comprehensive Financial Report (ACFR)

Ms. Anita Brand from PSRS/PEERS reviewed the purpose of the ACFR. The ACFR is an accumulation of all activity conducted by the Systems during the fiscal year and becomes a historical document for current and future users. The ACFR is prepared in compliance with accounting requirements established by the Governmental Accounting Standards Board (GASB). The Government Finance Officers Association (GFOA) also provides guidance on the content of the ACFR. The Systems strive for excellence in reporting and transparency, therefore the ACFR exceeds the GFOA requirements. Ms. Brand focused on the report's five distinct sections: 1. Introductory, 2. Financial, 3. Investment, 4. Actuarial, and 5. Statistical. The full version is found on the PSRS/PEERS website at https://www.psrs-peers.org/About-Us.

Ms. Brand also briefly discussed the Governmental Accounting Standards Board Statement No. 68 audit. She reviewed the roles of PSRS/PEERS' staff and Williams-Keepers, LLC during this process and the joint effort made with participating employers.

Independent Auditors' Report

Mr. Nick Mestres and Mr. Zachary Brown from Williams-Keepers, LLC discussed the recent June 30, 2023 audit of the Systems. Mr. Mestres provided an overview of Williams-Keepers, LLC and the overall audit engagement with the Systems. Mr. Mestres indicated that Williams-Keepers, LLC had issued an unqualified audit opinion on the June 30, 2023 financial statements. He indicated an unqualified audit opinion represents the following: The "highest opinion" available; that the financial statements are fairly presented in all material respects in accordance with U.S. Generally Accepted Accounting Principles; and the financial statements can be relied upon. He also briefly reviewed the audit process, financial statements and footnotes. The Audit Communications Letter to the Board of Trustees was reviewed and indicated the auditors found no significant deficiencies or material weaknesses in internal controls.

The audit report was approved and recommended for acceptance by unanimous vote by the Budget and Audit Committee.

Public Comment

None

Regular Board Meeting

System Operations

Approval of Minutes

The open session minutes from the October 29-30, 2023, meetings were approved by unanimous vote.

Order of Business

The order of business was approved with no changes.

Other

Chairman Steliga announced PSRS/PEERS has been named one of Pension & Investments (P&I) 2023 Best Places to Work in Money Management. Winners of this year's award were recognized in the December 11 issue of Pensions & Investments magazine and at an awards ceremony on December 12 in New York City.

Anita Brand and Ashley Meyerpeter led the charge internally on behalf of PSRS/PEERS to submit the Systems for consideration for this award. PSRS/PEERS is only the third public pension plan to receive the award. The California State Teachers Retirement System and West Virginia Investment Management Board are previous recipients. Other past recipients are Bridgewater Associates, NISA Investment Advisors and Westwood Holding Group.

The survey and recognition program on which this award is based is dedicated to identifying and recognizing the best employers in the money management industry.

PSRS/PEERS was evaluated in two parts when being considered for the award:

• Part 1 evaluated workplace policies, practices, philosophy, systems and demographics.
• Part 2 anonymously surveyed all PSRS/PEERS employees this past July to measure employee experience. There were questions regarding our benefits package, the hiring process, employee recognition and activities. Employees were asked to describe what makes PSRS/PEERS a great place to work.

In the press release for the award, P&I President and Publisher Nikki Pirrello said, "Pensions & Investments is proud to honor the Best Places to Work in Money Management for the 12th year. A strong workplace culture that supports talent, advocates progress and drives innovation is paramount to driving the best outcomes and these asset managers demonstrate that. Congratulations to the 2023 honorees for their commitment to employee well-being, attractive incentive structures and talent development that demonstrate how investing in your employees can elevate our industry to greater heights."

Investments

Investment Performance Report (9/30/2023)

Mr. Craig Husting from PSRS/PEERS and Mr. Michael Hall from Russell reviewed the investment performance for the period ended September 30, 2023. The one-year PSRS/PEERS investment return was reported as 8.5%, while the fiscal year return (July 1, 2023 through September 30, 2023) was reported as -1.5%.

Ongoing Investment Activity

Mr. Husting and Mr. Hall reviewed ongoing investment activities, which included estimated investment performance through November 30, 2023. Mr. Husting discussed the current asset allocation of the PSRS/PEERS portfolio, and reviewed the long-term strategy and broad portfolio expectations.

Global Investment Performance Standards (GIPS®)

Mr. Husting reported on the Global Investment Performance Standards, which are ethical standards for calculating and presenting investment performance based on principles of fair representation and full disclosure. PSRS/PEERS provides the GIPS Asset Owner Report for the Total Plan fiscal year performance to the Board of Trustees on an annual basis. An independent third-party verification is also conducted and reported with the GIPS Asset Owner Report to the Board of Trustees.

Investment Policy Changes

The Investment Policy was originally adopted in 1995. The investment staff periodically conducts a full review of the Investment Policy and recommends changes to the Board. The last full review was conducted in December 2022.

Mr. Husting discussed proposed changes to the General Policy; the Service Provider Hiring, Retention and Termination Policy; the Proxy Voting Policy; and Implementation Manuals for Public Risk, Safe Assets, Private Credit, Real Estate and Private Equity.

The recommended changes were primarily considered 'clean-up.' Within the Proxy Voting Policy, language was included to specify current operational practice. Changes to the Private Credit and Private Equity Implementation Manuals included specificity for allowable direct lending and co-investments. The Private Credit Implementation Manual was also altered to allow for leverage up to 20% within the Direct Lending/Co-investment portfolio.

Following discussion, the proposed investment policy changes were approved by unanimous vote.

Real Estate Annual Review

Mr. Seth Marcus and Ms. Kathryn Finneran from Townsend (the Systems' Real Estate Consultant), presented several items to the Board, including a Real Estate Market Overview and details of the PSRS/PEERS real estate portfolio. Townsend reported that the PSRS/PEERS' Real Estate portfolio had produced an annualized return of 8.6% (net of all fees) for the five-year period ended June 30, 2023.

Accounting

Independent Auditors' Report

Ms. Anita Brand briefly reviewed the purpose of the Annual Comprehensive Financial Report (ACFR) which was previously shared with the Budget and Audit Committee.

Ms. Anita Brand and Mr. Nick Mestres from Williams-Keepers, LLC briefly reviewed the recent June 30, 2023 audit of the Systems as previously shared with the Budget and Audit Committee.

The audit report was approved as recommended by the Budget and Audit Committee by unanimous vote.

Management Report

LEAD Group Recognition

Ms. Sarah Swoboda from PSRS/PEERS recognized the graduating class of 2023 Leadership Exploration and Development (LEAD) group and presented with them plaques. Members of this class include Brian Lemons, Christina Bisges, Debby Buschjost, Diane Luebbering, Jade Moeller, Jen Troesser, Jonathan Pund, Kris Judd, Lisa Hiatte, Megan Ambrose, Nichole Williams and Susan Boessen.

Legislative Update

Mr. Doug Nelson, the external government relations consultant, and Mr. Mike Moorefield from PSRS/PEERS presented the December legislative update.

Mr. Moorefield and Mr. Nelson provided an update on the upcoming 2024 legislative session and potential themes and priority legislation the General Assembly will consider. Mr. Moorefield and Mr. Nelson also discussed how the 2024 elections could impact legislative activity.

Finally, Mr. Moorefield discussed bills of interest to PSRS/PEERS, highlighting legislation that could impact the Systems' investment activity and working after retirement provisions.

Key Accomplishments

Ms. Sarah Swoboda reviewed key accomplishments since the October Board Meeting.

Ms. Swoboda informed the Board about a new feature that became available on Web Member Services (WMS) called the "Document Center." This feature allows staff to show correspondence to a member in their WMS account. This provides a good alternative to using secure email or faxing documents in situations when members need information quickly. The documents will immediately appear in the member's Document Center for them to view and download. 

Ms. Swoboda next explained to the Board the first "MOD" project was completed. This project included the conversion of the OASIS administration pages. The administration pages are used for configuration and process management of the application. This is a new modern look, which is more intuitive and uses the entire screen making it easier to use by allowing increased efficiency and transparency.

Ms. Swoboda next mentioned PSRS/PEERS being named one of Pensions & Investments Best Places to Work in Money Management as previously discussed under "Other." She also mentioned the graduating class of the 2023 LEAD team.

Ms. Swoboda covered two additional key accomplishments. First, in November, PSRS/PEERS partnered with Strategos International to provide armed intruder training to staff. Second, she informed the Board that Dewey Thompson from the Missouri Training Institute provided a True Colors training to staff. True Colors training is a personality assessment and learning system designed to help individuals understand their unique personality traits and communication styles. The training aims to enhance self-awareness, improve communication skills, foster better teamwork and facilitate effective interaction by recognizing and appreciating differences in people's personalities.

CPI-U Update

Mr. Dearld Snider from PSRS/PEERS reviewed the COLA policy that was set by the Board of Trustees at their November 3, 2017, meeting. According to the policy, COLAs may be granted based on the CPI-U as follows:

Mr. Snider explained that the Consumer Price Index for Urban Consumers (CPI-U) is calculated by the Bureau of Labor Statistics (BLS). The CPI-U is the measure of the change in prices of goods and services purchased by urban consumers between any two time periods. PSRS/PEERS' regulation requires that the time period for the CPI-U calculation used in the determination of a COLA be from June to June. Based on the values provided by the BLS, the CPI-U is down slightly, 0.8397%, through October 31, 2023.

Public Comment

None

Other

None

Closed Session

The Board went into closed session at 12 p.m.

Adjournment

The Board adjourned at 3:27 p.m.

This summary is not official minutes of the PSRS/PEERS Board of Trustees meeting. The official minutes will be approved at the next PSRS/PEERS Board of Trustees meeting and will be posted to our website at that time.