Key of responsibility speech

Before taking the position, they have only observed a small fraction of the things a CEO does and can be overwhelmed by all the demands on their time.

Key of responsibility speech

Thank you, Amy [Lancellotta], for that kind introduction, and thank you for inviting me to join you this morning. Through this initiative, we have had the opportunity to meet and engage in an informative dialogue with a number of fund boards and independent directors over the last year.

I appreciate the opportunity to continue the dialogue with all of you at this conference. Sinceyou have been entrusted to oversee key aspects of fund management on behalf of shareholders.

The service you provide is more important than ever as funds now play a central role in the financial lives of many Americans. This growth represents the earnings and investments of millions of Americans, who are saving for retirement, college tuition and other goals.

I have heard from many of you that these investors are at the heart of how you approach your role. In a way, this reminds me of the counsel that Atticus Finch, the attorney in the novel To Kill a Mockingbird, gives to his daughter.

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Just as many fund directors approach their roles with a close eye on the shareholder perspective, my team and I have sought to understand the perspectives of investors, directors and other market participants so we are well-informed when thinking about policy.

After that, I will wrap up by highlighting a couple of our other projects and how they relate to fund boards. First, however, let me pause to say that I am speaking today only for myself and not for the Commission, the Commissioners, or the staff.

Can we enable boards to focus on the inquiries that serve investors best? Our thoughts on these questions are, of course, informed by our extensive research, analysis and experience as regulators.

But we knew that these alone could not give us the full picture.

Key of responsibility speech

Our outreach has included hearing your perspectives and understanding what you see as the key opportunities and challenges. So, what have we learned through this outreach? I have spoken with boards in different cities, overseeing different types of funds and with different sized complexes, and yet I heard many similar themes.

For example, directors consistently talked about three questions that help organize their oversight: I think they resonate because directors see these as the questions shareholders would ask if they were in the room.

They allow the directors to step into the shoes of shareholders and frame their work around the shareholder perspective. Another common theme among directors is respecting the line between oversight and management. Directors see themselves as adding value in different ways from management — they are there to hold management accountable but not to delve into the day-to-day running of the fund.

My second significant takeaway is the idea of having the right conversation. The cross-trade rule requires boards to make a quarterly determination that all cross-trades of each fund were made in compliance with the rule. They also recognized that cross-trades are an important area of potential conflicts that the board should be considering.

They questioned, however, whether directors are adding the most value when focused on reviewing pages of data for individual trades. They want to focus their time on the inquiries that are more likely to reveal problems. Why is a fund crossing?

How does that compare to similar funds in the complex? Directors argued that questions like these are part of the right oversight conversation for the boardroom. I also heard from directors that the right conversation often goes beyond those areas where the law requires boards to focus.

For example, to be responsive to dynamic trends and developing issues, many directors told me that they believe it is important to track and discuss macroeconomic issues that may affect the funds and their service providers. This may include exploring the impact and risks of domestic and international market developments as they relate to the three questions I highlighted earlier about quality, cost and performance.

Conference panels later on this morning on paradigm shifts and enterprise risk oversight are emblematic of the topics directors said they see as important to their oversight of funds. My third takeaway is that technology is coming to the board room.

But usually this brings to mind technologies that affect trading, operations or investor tools. I was fascinated to learn, however, that some boards are starting to consider how technology can improve their effectiveness.

This may be as simple as enabling more effective virtual meetings. In the future, though, perhaps new analyses and resources could help directors identify areas of focus.How do we learn about our rights and responsibilities?.

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