 Good morning. You are with the Vermont House Government Operations Committee. We are going to have this morning's committee work in two segments. First, we're going to take a look at governance change proposal that John Gannon and I have been working on it and that Chris Rupp will present for us. And so similar to similar to when your committee chair puts a bill proposal on the table and you have questions about why, why something appears the way it does. You know, the why of it, the how it works and how it fits together. Chris can, can very easily answer, but I just want to be real clear that this is a proposal that's coming from me, not from the joint fiscal office. And so we'll go through this governments governance change proposal and, you know, take as many committee questions as we need to to understand how it all fits together. And then my hope is that that will that will leave us, you know, near our mid morning break from committee and we'll break for 20 minutes or half an hour and then come back and and take a look at a plan design proposal. As well this morning so is everyone able to get the document off the committee page under today's date. All right. Thank you Chris for being with us this morning. Thank you madam chair. Good morning everyone. For the record my name is Chris Rupp and I'm a fiscal analyst with the joint fiscal office. Today I want to step slightly out of my number crunching role to provide you with a high level summary of the proposed changes to pension governance that the chairs brought before this committee for consideration. Next slide to overall the goals and objectives behind this proposal were to increase both the level of professional expertise and range of perspectives that are represented at the decision making to maintain the representation and participation from key employee and stakeholders in the governance of the pension system, streamline the decision making process around changes to actuarial assumptions and require more frequent experience studies and enhanced transparency around investment fees. Moving on to slide three. Let's start off with a quick refresher on how things are structured now. Becky Wasserman from legislative council provided you with a more detailed presentation on these topics a few days ago. But just as a reminder we've got a group called VPIC the Vermont pension investment committee and three boards of trustees for each of the individual retirement systems. VPIC is the seven member committee that has responsibility for managing the investments for all three retirement systems. The three boards of trustees are responsible for the general administration and operation of the retirement systems, adopting mortality and service tables based on actuarial recommendations, record keeping, setting regular interest rates and designating the actuary. Each of the statute setting up the trustee boards looks a little different, but these are the common themes throughout. And notably all three boards plus VPIC right now need to agree to any changes in the assumed rate of return. Let's move to some background on who sits on these trustee boards, the names of the trustees are posted on the treasurer's website. Moving on to slide four. Let's pivot over to the real heart of the proposal. This proposal envisions creating a new board called the Vermont Retirement Commission to oversee the investments and management of all three systems. The proposal has some resemblance to the one used in New Hampshire. The VRC is envisioned to have 15 members on it. It would be chaired by the state treasurer who would vote to break ties. The VRC would also have the commissioner finance and management on it because of that individual's responsibility for managing the state budget. The commissioner would appoint two commissioners that must have institutional investment, financial or actuarial experience. The three trustee boards would also play a big role here in shaping the membership of the commission. There would be three members of the retirement systems, and they could be actors or retirees who serve on the respective boards of trustees and are appointed by those boards. The other representatives, you know, ideally would be drawn from the ranks that are currently in the trustee boards and serve as a link between the trustee boards and the major and the Vermont Retirement Commission. Each trustee board would also nominate a suite of employee representatives to serve on the commission. So there'd be a member representing the servers, the teachers and the members employers, and the trustee boards would nominate at least three names per vacancy, and the treasurer would pick one from each of those slates. Similarly, each trustee board would nominate members of the public who have institutional investment, financial or actuarial experience to serve on the commission. Each trustee board would have one public seat and they'd nominate no fewer than three candidates per seat, but the governor would make these appointments, not the treasurer. And there would be two legislative appointees, one per body, who must have institutional investment, financial or actuarial experience, and may not be elected officials. These legislative appointees would not have a vote on the commission. The proposal also calls for staggered four-year terms and limits of three consecutive terms or 12 years, except for the treasurer and commissioner in finance and management, who serve on the commission by virtue of the offices they hold. Aside from the stick treasurer, the proposal calls for no elected officials to serve on the commission. Moving on to slide five. So this new commission is proposed, what do they do? The proposal calls for this new commission to absorb all of the current powers and duties of VPIC. The commission would also appoint five of its members to sit on an investment committee, and three of those members would need to have institutional investment, financial or actuarial experience. The next investment committee is to review the recommendations and selection of the investment consultant, review the recommendations around asset allocation and the hiring and termination of fund managers. And they would also provide recommendations to the full commission for final action. The proposal also calls to the investment committee members to serve for unlimited staggered two-year terms, but it's important to note that since these folks are also members of the overall commission, they'd be subject to the overall commission term limits of 12 years or three consecutive four-year terms. The proposal calls to the existing three trustee boards to stay in place, but with the additional power to nominate those members, nominate the employer reps, and nominate the public reps to sit on the commission. The trustee boards would also have a formal role with reviewing the actuarial recommendations that pertain to their memberships. They would have to make a recommendation to the commission on whether the commission should accept or reject any changes proposed by the actuaries or investment consultants, but these recommendations would not be binding on the state of Vermont Retirement Commission. The commission would have final authority to adopt changes to the assumed rate of return and actuarial assumptions without requiring the concurrence of all three trustee boards, which is currently the practice. Slide 6 summarizes all of these changes in a side-by-side format. I won't spend a lot of time on this right now, but I wanted to make sure you had the summary because I often find formats like these are easier for comparing and contrasting different proposals. On slide seven, this table focuses just on the proposed changes to powers and duties. You can see here that the proposal calls for the new retirement mission to absorb the duties of EPIC and form a five-member investment committee. The proposal also calls for giving the commission the final authority over adopting changes to the assumed rate of return and actuarial assumptions, but requires the three trustee boards to review and make recommendations on those changes before doing so. So on slide eight, there's in addition to creating a new expanded retirement commission with more streamlined decision-making processes, the proposal also includes a few other governance changes that this committee has heard references to in the last few weeks. One recommendation is to statutorily require experience studies every three years instead of every five years, which is a recommendation the state treasurer has voiced support for. Another recommendation is to statutorily require more disclosure around the costs of running the pension systems with a specific focus on more disclosure around investment manager fees. And the third recommendation calls for streamlining and making the appointment process to all of these boards a little more consistent by designating the treasurer's office to oversee and administer the election process of the trustees to all three trustee boards plus the commissioners to the new retirement commission. So that's the end of the overview and the outline of the proposal and I'll turn it back over to the chair to entertain any questions or discussion. Thank you. Thanks Chris and committee while you're while you're formulating questions and getting your hand button ready. I just want to say that you know this is, this is a proposal that, you know that we're putting on the table that the decisions about how we move forward will be made here by the committee after we've had a chance to hear reactions from members of the public from members of the employee groups from the treasurer, etc. And, you know, if we can, if we can agree that the objectives that Chris outlined for me at the beginning of his presentation are important and we can find a different way to move forward to achieve those objectives then. You know that's what I expect we'll do here as a group together over the, over the coming days and weeks so Bob Hooper has a question. I'm going to get to that. Chris. What's the anticipated increase in cost that this proposal would bring forward. I, that's a great question I'm not sure we've, we've done any sort of fiscal analysis on this. I'm not sure there would be a lot of increased costs aside from more frequent experience studies. The trustees I don't believe are envisioned of any of these boards are envisioned to serve with compensation. And that could be a topic of discussion that the committee may want to explore. I don't know exactly what experience studies cost I can tell you in the grand scheme of, you know, a pension system with $5 billion in assets across all three plans that that the additional increase with doing them every three years instead of every five years is is not going to significantly move the needle in the overall scope of the pension system. It may be an additional expense of a few hundred thousand dollars, but that's the number that I think we can get us the treasure to drill down on what, what does the experience study cost every year. And, you know, there are some interesting things in here, quite frankly, but there are some things in here that evoke memories of VPIC number one which was 17 people, which we found to be completely and totally unworkable. We moved after a long process of consultation with structure professionals to the six people that we have now. I'm somewhat troubled that we're patterning this afternoon Hampshire, which has worse returns than we do a huge unfunded liability based on that. And aren't a shining example on the hill. A couple of things that I mean I have no objection to the idea of bringing experience in. It's where it comes from. I have an initial reaction that I'm not entirely sure why the treasure or any other circumstance should dictate who the employees send to this board. And that's my first three minutes of looking through the thing. But it does have some, some things that are, you know, have merit. Quite frankly, with regard to the VPIC passing emotion yesterday to say, they would like to reexamine structure just to make sure they're still at best practice. And I think it's a good idea to go down the throat seems inappropriate. Thank you, Rob Leclerc. Thank you, Madam Chair. I have to say at first blush this I find this very interesting. Obviously, for a amount of time effort and thought went into it. The initial observations and this is probably where I'm going to be a little different from the member from Burlington and that not having the relationship like he's had but I do find having this 15 member board. Rather intriguing and my question is, is why keep the other three subboards for lack of a better way to phrase it. It does seem if we're looking to streamline this a bit and make it even more responsive it seems that having an additional layer of board may make it a little more cumbersome. And the other question I have, and this is something that can probably come out in conversations is one of my concerns has been that we have not always had professionals on these boards that we should have and just my question is, is there a precedence where a fund manager is currently managing a fund that we have investments in can be a member of one of these boards maybe a non voting member, but to get the expertise and accountability that we would require to have this be successful. First glance. There's a lot of good stuff to talk about here. Thank you, Rob. John Ganon. Thank you, madam chair. A lot of people have have said to a Center for Retirement Research at Boston College article does public pension board compensation composition impact returns. And there's a couple of things that I think that this new structure is consistent with with some of the recommendations that are contained in that report. For example, it says there's extensive research that has related to a higher proportion of board members with financial expertise to improve investment performance of investment funds. And that's something unfortunately that it's missing from the pic right now or at least what's in statute is the requirement that anybody have investment expertise well the statute does call for people to get training. I think it's very important that we do have investment expertise that are managing our investments, especially institutional experience because I mean, I think that's really important. I think this new structure also is consistent with that report because it adds stakeholders from all, all groups that are interested in how our pensions are performing government officials, the public members of the various unions. And so I think it provides a very good mix which is something else that the Boston College Center for Retirement Research article makes important. I think the size, you know, size is within, you know, distribution of public plan board members. So I mean, I think that's important to remember to I think those are things that are important to consider as we move forward. Thank you. So committee any other clarifying questions first flush reactions. We will certainly be diving into this with all of the members of the public and employee groups who might want to come and talk about this proposal as well. But I want to make sure that the committee in this instance gets, you know, a full understanding of what, what this proposal looks like so that we can plug in people's reactions. Peter Anthony has his hand up. Madam Chair, I am trying to think of in the previous presentations, how many examples that we have assayed had the top level if I may use that term of essentially the expertise group. Essentially, being able to make the actuarial and investment decisions without necessarily the support of any of the underlying constituencies. Yes, the treasure is there. I mean, I think of any of the people with pardon the phrase the skin in the game. It's, it's, I can, I hope I'm wrong, but I can imagine a situation where the other constituent members of the pension community, however you define that would say, we're really unhappy or displeased or nervous about the way the Commission is going to go. And, well, I assume comedy and respect would would generate its own dynamic. It seems to me there is nothing in the structure, which prevents a sort of imposition, if you will, by the Commission, who may feel strongly about a particular reaction or conclusion, not to be just disturbed or need the necessary support of any of the other constituent members of the, as I call it pension community, however you wanted to find that that's my, that's my first reaction to a very significant change in who gets to sort of set the various bars and the architecture of investment strategy, but it's very interesting and there are lots of neat things about it. That's the only thing that popped out of me initially Bob Hooper. Thank you madam chair. So, Peter brings up interesting point in VP currently we opted to elect the chair. I'm noticing that the potential for the treasure to be the political aspect of things that we have supposedly tried to steer away from here. That made that a higher possibility. The question that I really want to ask though and I'll direct it to john since this is one of the things that he has talked about a lot is what constitutes the institutional investor experience that you're talking about. Aside from the fact that there are very few institutional investor sort of level groups in Vermont. We're expecting people to come and volunteer for a whole day once a month. I think of somebody that sits on the board now that your proposal would exclude Joe Mackey who has been on the board for 20 years doing investment at this level, would he be included or excluded. Is there a definition someplace that we're using as a guideline. I think this experience is going to be hard to find to some degree. Thank you. Go ahead, john. Thanks. I mean, right now there's no definition for an institutional investor but there's asset managers across the state of Vermont. You know we have a member of the house who does private equity. So I don't think it's going to be that difficult to find people to serve in this role. But I think based on the past investment experience of the pick and based on, you know, research that's been done. We need to find more people with investment experience and institutional investment experience to help guide the decisions that are made research the research supports that Bob. Yeah, I don't disagree with that john and I said, there's some interesting things here but it seems like we're leaning towards everybody almost having some kind of experience in that regard. And excluding people have been doing it for 20 years and I know your position basically is that they've done a poor job, but it is what it is needs to be defined. Yep, these are all conversations that we will have here in committee, and then I'm sure many folks who are following this conversation will want to enlighten us on Rob Baclair. Thank you madam chair I'm just curious. So, looking through this the, the rock time commission it's pretty clear they're going to have a lot of oversight and input into the investment side of the equation. But I don't see anything about the benefit side as to whether they would have any influence on that at all. So that, I think that that necessitates us understanding what the current VPIC and Board of Trustees structure does in that realm and understanding how we would mirror that or change that if we move to a different structure Chris do you have any thoughts on how to how to delineate that in current current structure. I think I think that's a really fair question you know I'm, I'm not sure the extent to which the current boards of trustees exert influence over plan structure as much as whether those are hashtag at, you know, at the bargaining table or through legislation. You know I think, you know I think ultimately like the current VPIC right now and many retirement systems out there, you know they have less to do with the, the nuts and bolts of what the benefits look like, and more about making sure that the system is administered and making sure that the funds are are managed in a way to achieve all the objectives. So, you know I think the fiduciary role would would rest with this retirement commission, you know, and the decisions about what the, what the appropriate structure would look like would would likely reside where they currently reside which which is with you all and at the bargaining table. Sure. I have to say for me going forward, I think that they need to have some input into that. What it would look like I don't know, but it just feels like that we're, we're asking one hand that's writing the check and not talking the other hand it's got to put the money in the bank. Anya Vihovsky. Thank you very much. Looking at this it's nice. It's nice to put my eyes on something and I have to sort of echo that my, the place I really want to suss out more is finding that balance that balance between the people who yes have I agree that we need people with that financial background but we also need people who are going to be impacted really weighing in on those decisions and for me that balance isn't quite here. And I'm obviously I'm still trying to wrap it all into my head as well but I do think that we need to think about just what what does that balance look like and who is who is at the table, making sure that as it's been said that people with skin in the game that stand to really lose get get a real voice in the process. Thanks. How Colston. Thank you for being here. I like how this governance proposal is is really developing. And I guess what I'm curious to know is what other states have similar governance models that we might deem as best practices and, you know, how are they performing and and you know how do we learn from what maybe is already out there. So I think we need to go in this direction. Thank you. Definitely. Fair question. John Gannon. So, let me try to respond to Rob and house comments. I think there are a lot of comments about boards, having input on the benefit structure in looking at some research out there. There is at least one other state that has a board that if they failed to meet the assumed rate of return or the other actual assumptions has to make a recommendation to the legislature about how to change benefits. So I'm just, I'm not saying that's a good thing, but that is one thing that that I've seen out there. And then as to as far as house question goes, I would encourage people to read the Center for Retirement Research or Boston College's piece on board compensation compensation and I'll send that to Andrea. I think people can see it because that does provide a lot of detail about best practices around pension board structure. Right. Other questions. Yeah, if I can find my hand. Go right ahead. There we go. So what is the, I get a question from email here, what is the logic behind having the treasurer oversee the elections of the employee participants since that's. A very marked deviation from what is done now. That that is my understanding of how the teachers retirement board is made up that the, that the Treasurer's Office facilitates the election. And so this was just a proposal to systematize that across the across the different boards. Just a proposal, happy to happy to hear reasons from the individual trustee groups why they think that's a good or bad idea. So, just to clarify for the people at home. One size fits all is not necessarily what we're promoting here. One size fits all. Well, I mean, should remain the way it is now, because the state police. They elect members to the board and the board elects members to VP so it's a two stage posts somewhat similar to the actual process it's being proposed where the pension board member would come from the existing underlying board. Oh, and if I may be so bold, the underlying board still have a lot of stuff to do. It's not in, I think an answer to Rob's question. They manage the 457 to define contribution funds they do disabilities they, they have full schedules of things they do. There is no real interplay between the underlying boards and be picked now except for annually when the rate of return is set. Tonya your hand is up is that from before or do you have another question. Okay. Peter Anthony. I'd like to go back to Rob's query about the commission as it's envisioned. And I think he was focusing on the commission rather than the existing pension boards, which is sort of provide the foundation of the commission's work. So my comment is focused on assuming that Rob was interested in whether or not the commission itself. was interested in to umpiring the frequency and choice of actuary activities and the strategy of investment. I think Rob I heard Rob to say would they not have anything to do with benefits. To not be going so well he didn't add that all that. I'm nervous about that I think inherently as john has proposed this and I agree with it. What we want is folks who are not going to be swayed or influence in their application of their respective expertise by what may or may not be necessary as a result of their advice or their observation or their conclusion. I don't see how benefits being a part of labor management, dynamic HR interests, taxpayer interests. It is inherently political and I use that word political, not in the oftentimes unfortunate, a derogatory term but rather to recognize that politics is where people come together who have different interest views, vantage points. And they try and find a way forward. And that's the way it should be. As I think we do in the assembly, General Assembly, so I'd say, leave the benefit leave the commission out of that. Corrective action sort of arena. The treasure undoubtedly will continue to play a role in in saying to the General Assembly. The administration. Listen folks, we need a course correction here. And I'm okay with that. I just don't, I don't think the expertise actually is applicable to the, the compromise the level of compromise between the potentially differing parties is useful. Thanks. Thanks Peter. Any other questions, or any clarifying information that would be helpful for you to just understand what we're looking at here for a governance proposal. Alright Chris anything that you any, any questions that were posed that you feel like you've got a burning desire to, to answer from, from your perspective as doing this. I think thank you manager I think the only thing I would just maybe put a slightly sharper point on was, you know, one of the one of the prior members I apologize who raised the question of, you know, sort of maintaining that balance of power and and the involvement of the board's in the commission I do just want to, I want to point out that this proposal calls for nine of the 15 commissioners. Nine of the 15, those individual trustee boards would play a role in choosing who those folks would be so three of those nine would be existing, you know, employee or retiree. And then each of those boards would have a role in nominating, you know, one public member and one employer member from each group so nine of the 15 seats. They would have a role in the selection process. Yeah. Thank you madam chair, I'm just clarifying that the 15 members besides the treasure. I mean she'd be paid for her role but this board will not be paid for this position. Nothing has been determined my, my thought was that we would mirror the way the way the trustees and VPIC are currently compensated, but we can decide that ourselves and make a proposal. I get a refresher on how they are currently compensated. I can if somebody knows the answer to that because I'm not sure that I know 50 bucks a meeting unless you're already on the state's payroll and expenses mileage. John cannon. So, just for to explain that to Samantha that's the standard compensation for for members of boards and commissions that the legislature creates the big bucks. Any other questions from committee members. All right. Thank you Chris for your help in walking through this slide deck. So just to remind folks we are going to take a 30 minute break here this morning and then we'll come back and take a look at a post pension design. Plan change and, and after we do that, and depending on how much time we have, we will begin hearing from other folks who would like to share their perspective on both of these proposals. I think it for the sake of clarity it would be helpful if we have at least that first round of reactions. A round of reactions on the governance proposal and then we can do a round of reactions on the plan design proposal. These are rolling out together on the same day and will ultimately I think be a part of the same bill. There are two very different conversations and, and I'd like us to be able to hear clearly, you know what people love and hate about each of the, each of the proposals separately that we will ultimately build into one bill. Questions on process or content Mark Haley. And chair I guess the question I've got is so this information is already out there somewhere so that there are groups that are looking at it as well that are going to testify already. Yes. Yeah, we'll hear from, we'll hear from as many folks as want to. And how did that. How did that get to them. Where was that that they get access that information. What what we have is going up on our committee page as we as we cover it so people may not be fully digested in terms of reaction to things until they've had a chance to sit down with it but but that's all going live when we look at it committee. Okay, thank you. Any other questions on the governance document or on the process going forward. All right. So the middle of our morning is is intended to be a 30 minute break and I'm thrilled that we're hitting that mark earlier rather than later, so that we have more time in committee. So let us take a break now until 1015 and you can leave the meeting and come back to the same link and and we'll be back here.