CalSTRS Punishes Directors at More Than 2,000 Firms for Weak Climate Risk Disclosure

The $315.6 billion pension giant expects portfolio companies to disclose Scope 1 and 2 emissions, at a minimum.




The $315.6 billion California State Teachers’ Retirement System said that it voted against the boards of directors at 2,035 companies during the 2023 proxy season because they did not provide what it deems necessary climate risk disclosures. 

Earlier this year, the pension giant announced it planned to target the boards of companies that “fail to demonstrate their commitment to appropriately managing and addressing sustainable business practices.”

CalSTRS expects its portfolio companies to report, at a minimum, their direct greenhouse gas emissions, also known as Scope 1 emissions; indirect or Scope 2 emissions; and issue climate reports based on the Task Force on Climate-Related Financial Disclosures’ recommendations. It also expects the companies to curb their GHG emissions or at least have a credible plan to do so.

In 2021, CalSTRS pledged that its investment portfolio would be net zero of GHG emissions by 2050 or sooner. The pension fund wants to know if the companies in its portfolio are planning appropriately by working to take advantage of opportunities to reduce the risks of climate change.

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“We voted against boards that didn’t meet the most basic disclosure expectations,” said Aeisha Mastagni, a portfolio manager on CalSTRS’ sustainable investment and stewardship strategies team, in a release. “These public disclosures are an important step toward reaching net zero because companies cannot be held accountable for reducing their greenhouse gas emissions without them.”

According to CalSTRS, it voted against the boards of directors of steel producers, transportation companies and metal and mining companies, in particular. It noted that there currently are no globally mandated rules for climate risk disclosures, which complicates the process of assessing whether a company is properly disclosing its risks and opportunities associated with climate change.

However, the pension giant called the introduction of the first two sustainability-related disclosure standards from the International Sustainability Standards Board this June “an important milestone for setting globally comparable standards.” The standards, which will go into effect in January 2024, aim to help establish consistency in companies’ sustainability disclosures.

The first standard, IFRS S1, provides a set of disclosure requirements intended to allow companies to communicate to investors their short-, medium- and long-term climate risks and opportunities. The second standard, known as IFRS S2, sets out specific climate-related disclosures and is designed to be used with IFRS S1. Both incorporate TCFD recommendations.

“We need to make informed decisions to manage our portfolio on behalf of California’s educators, but that job is made more difficult if companies aren’t fully measuring and tracking their emissions,” Mastagni said. “Fortunately, we believe mandatory GHG emissions reporting is on the horizon.”

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Florida Fund Administrator Settles SEC Charges Over Missing ‘Red Flags’

Theorem Fund Services allegedly misappropriated and misused investors’ funds.



Florida-based fund administrator Theorem Fund Services has settled SEC charges that it failed to respond to red flags relating to a fraud against a private fund that it managed, and its investors.

According to the SEC’s order, Theorem Fund Services and its owner Andrew Middlebrooks allegedly engaged in a scheme that included misappropriating and misusing investors’ funds during a five-year period. The SEC alleged that TFS, which provided administration services to the EIA All Weather Alpha Fund I, a fund managed by EIA All Weather Alpha Fund Partners, materially overstated the value of their investments.

The SEC said that during TFS’ tenure as the fund’s administrator that the fund suffered “significant losses” due to trading by EIA and Middlebrooks. However, the SEC alleged that TFS, at the direction of EIA and Middlebrooks, did not recognize the losses when calculating its net asset value, and sent investors account misleading statements. This allegedly included monthly investor capital account statements that were distributed by TFS through its online portal.

Instead of accounting for the losses, TFS allegedly recognized an expense reimbursement as a receivable due from EIA, an asset of the fund, which offset the effect of the losses. As a result, there was no decrease to the fund’s NAV. The SEC alleged that TFS recorded this asset to the financial statements without evaluating whether it was appropriate and despite the existence of “red flags.”

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The firm then used the dubious NAV in its investor statements, which materially overstated the value of the investors’ investments, the SEC said. The regulator also says that the overstated returns caused certain investors to increase their investments in the fund.

“These investor statements represented positive returns in the investors’ accounts and ever-increasing account balances based on purported fund gains from trading,” the SEC said in its order. “In reality, the purported gains reflected in the investor statements were false because the fund, and therefore the investors, had actually lost money.”

Citing TFS’ records, the SEC said the fund grew from one investor to 14 investors and that it received more than $1.6 million in investor money.

Without admitting or denying the SEC’s findings, TFS agreed to a cease-and-desist order, and agreed to pay a civil penalty of $100,000, in addition to disgorgement of $18,000 and prejudgment interest of $4,271.

“Fund administrators are important gatekeepers in the private fund space,” said Andrew Dean, co-chief of the SEC Enforcement Division’s Asset Management Unit, in a release. “Here, TFS failed to live up to its gatekeeper responsibilities and distributed inaccurate account statements to investors despite clear red flags.” 

 

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