8.3 Summary of ACP’s governance bodies

TABLE 8.3 Summary of ACP’s governance bodies

BODY COMPOSITION

General partner • Legal entity registered in the Cayman Islands

General partners’ board of directors

• Has three voting members, one each from ADB, ORIX, and Robeco • Does not have a chairman (all three board members have equal rights and obligations) Investment committee • Comprises representatives from ADB and ORIX • Makes decisions on a unanimous basis

Investment adviser • Legal entity under Hong Kong SAR, China, law • Most of ACP’s investment team formally employed by the investment adviser, in addition to a secondee from ADB

Limited partners’ advisory committee • Comprises five representatives of limited partners, as appointed by the board of directors

Source: ACP website, management interviews, and written feedback. Note: ACP = Asia Climate Partners; ADB = Asian Development Bank. FUNCTIONS

• Primarily responsible for the management of the fund, including its portfolio management and risk management functions • Delegates certain investment management functions to the investment adviser

• Is the main decision-making body of the general partner

• Makes all investment decisions about a potential transaction

• Responsible for the fund’s management subject to the decision of the investment committee • Responsible for exercising the fund’s rights in accordance with the instructions of the investment committee with respect to its interests in the fund’s investments

• Advises the general partner and resolves issues involving potential conflicts of interest within the fund and such other items contemplated in ACP documents (for example, change in fund life and investment period) • Reviews such other matters as are customarily within the purview of an advisory committee

The limited partners advisory committee has five members appointed by the LPs. It oversees the annual accounts, including portfolio valuation; is consulted on potential conflicts; and reviews fee generation at the portfolio company level.

STAFFING AND RECRUITMENT

ACP has a total staff (excluding board members) of 17, including 12 investment professionals with a background in investment banking, private equity, renewables investing, and asset management. The staff comprises one secondee each from ADB and ORIX. Investment professionals of the rank of director or managing director typically have 10–20 years or more of relevant experience. One staff member is dedicated to ESG compliance.

Staff recruitment follows the standard processes of the private equity industry. ACP engages an external headhunter to source suitable candidates when a new position opens. Resumes are received and interviews are conducted by all managing directors in the investment team. During ACP’s setup phase, all three founding partners participated in and agreed to the recruitment of employees at the level of managing director; most staff had worked in similar funds operating in ACP’s target sectors and were hired by the GPs through standard private equity industry processes that included external head-hunting firms.

Staff remuneration is market based with a fixed and variable component as in most funds.