(1) As used in this part:(1) “Company” means a sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company, or another entity or business association, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies, or an affiliate of such entity or business association that exists for the purpose of making a profit;(2) “Direct holdings” means, with respect to a company, all public securities with a number assigned by the Committee On Uniform Securities Identification Procedures (CUSIP) or the International Securities Identification Numbers Organization (ISIN) that are held directly by a pension plan, other than indirect holdings, or in an account or fund in which the pension plan owns all shares or interests;(3) “Environmental, social, and governance interests” means interests that are not financial;(4) “Fiduciary” means:(A) A person, with respect to a pension plan, who:(i) Exercises discretionary authority or discretionary control with respect to the management of a pension plan or exercises authority or control with respect to the acquisition, management, or disposition of the pension plan's assets; or(ii) Has discretionary authority or discretionary responsibility in the administration of a pension plan, including, but not limited to, a plan administrator or the governing body of a political subdivision; or(B) A person, with respect to a pension plan, who renders investment advice for a fee or other compensation, directly or indirectly, with respect to moneys or other assets of the pension plan or who has the authority or responsibility to do so;(5) “Financial”:(A) Means, with regard to a factor or reason, having been prudently determined to have a material effect on the financial risk or the financial return of an investment for a program based on the appropriate investment horizon consistent with the program's articulated funding and investment objectives for the exclusive benefit of the purposes of the program;(B) Includes, but is not limited to, data-based economic decisions and forecasting based on financial trends or themes; and(C) Does not include environmental, social, and governance interests that may not be material to the financial analysis of the investment;(6) “Financial analysis” means a written analysis demonstrating the financial factors or reasons that a proxy advisory firm considered in evaluating whether to recommend an affirmative vote on a shareholder proposal. This written analysis must include, at a minimum:(A) The subject matter of the proposal;(B) An evaluation of the proxy advisory firm's stated reasons for support or opposition to the proposal;(C) An evaluation of whether the proposal is consistent with the investment objectives and risk management profile of the pension plan in which the participants and beneficiaries are invested;(D) An evaluation of the economic benefits and costs of implementing the proposal, as written, over a time period that is consistent with the investment objectives and risk management profile of the pension plan;(E) The quantifiable impact of the proposal, as written, on the investment returns of the participants and beneficiaries of the pension plan; and(F) An explanation of the modeling, procedures, and processes used to complete the analysis;(7) “Indirect holdings” means, with respect to a company, all securities of that company that are held in a commingled fund or other collective investment, including, but not limited to, private equity funds, strategic lending funds, mutual funds, and exchange-traded funds, in which a pension plan owns shares or interests, together with other investors not subject to this part;(8) “Pension plan” means a defined benefit pension plan established and maintained by a political subdivision for its employees that is subject to the Public Employee Defined Benefit Financial Security Act of 2014, compiled in title 9, chapter 3, part 5;(9) “Person” means an individual, firm, trust, partnership, corporation, joint venture, association, or such other similar entity;(10) “Political subdivision” means a local governmental entity, including, but not limited to, a municipality, metropolitan government, county, utility district, school district, public building authority, housing authority, emergency communications district, and development district created and existing pursuant to the laws of this state, or an instrumentality of government created by one (1) or more local governmental entities;(11) “Program” means any of the following which are established by law and for which the state treasurer has, or has been delegated, investment authority, oversight, and responsibility:(A) A trust fund;(B) An endowment fund;(C) Deferred or tax-sheltered compensation plan or plans, including profit sharing or salary reduction plans, established pursuant to title 8, chapter 25, parts 1, 2, and 3;(D) Programs under the Tennessee College Savings Trust Act, compiled in title 49, chapter 7, part 8; and(E) Programs under The Achieving a Better Life Experience (ABLE) Act, compiled in title 71, chapter 4, part 8; and(12) “Proxy advisory firm” means a person or entity who, for compensation, is engaged in the business of, with respect to a political subdivision for which neither the person nor any affiliate thereof is a fiduciary:(A) Providing proxy voting advice, research, analysis, ratings, or recommendations to a political subdivision or a fiduciary thereof; or(B) Providing proxy voting advice, research, analysis, ratings, or recommendations relating to an issuer of securities.
(1) “Company” means a sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company, or another entity or business association, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies, or an affiliate of such entity or business association that exists for the purpose of making a profit;
(2) “Direct holdings” means, with respect to a company, all public securities with a number assigned by the Committee On Uniform Securities Identification Procedures (CUSIP) or the International Securities Identification Numbers Organization (ISIN) that are held directly by a pension plan, other than indirect holdings, or in an account or fund in which the pension plan owns all shares or interests;
(3) “Environmental, social, and governance interests” means interests that are not financial;
(4) “Fiduciary” means:(A) A person, with respect to a pension plan, who:(i) Exercises discretionary authority or discretionary control with respect to the management of a pension plan or exercises authority or control with respect to the acquisition, management, or disposition of the pension plan's assets; or(ii) Has discretionary authority or discretionary responsibility in the administration of a pension plan, including, but not limited to, a plan administrator or the governing body of a political subdivision; or(B) A person, with respect to a pension plan, who renders investment advice for a fee or other compensation, directly or indirectly, with respect to moneys or other assets of the pension plan or who has the authority or responsibility to do so;
(A) A person, with respect to a pension plan, who:(i) Exercises discretionary authority or discretionary control with respect to the management of a pension plan or exercises authority or control with respect to the acquisition, management, or disposition of the pension plan's assets; or(ii) Has discretionary authority or discretionary responsibility in the administration of a pension plan, including, but not limited to, a plan administrator or the governing body of a political subdivision; or
(i) Exercises discretionary authority or discretionary control with respect to the management of a pension plan or exercises authority or control with respect to the acquisition, management, or disposition of the pension plan's assets; or
(ii) Has discretionary authority or discretionary responsibility in the administration of a pension plan, including, but not limited to, a plan administrator or the governing body of a political subdivision; or
(B) A person, with respect to a pension plan, who renders investment advice for a fee or other compensation, directly or indirectly, with respect to moneys or other assets of the pension plan or who has the authority or responsibility to do so;
(5) “Financial”:(A) Means, with regard to a factor or reason, having been prudently determined to have a material effect on the financial risk or the financial return of an investment for a program based on the appropriate investment horizon consistent with the program's articulated funding and investment objectives for the exclusive benefit of the purposes of the program;(B) Includes, but is not limited to, data-based economic decisions and forecasting based on financial trends or themes; and(C) Does not include environmental, social, and governance interests that may not be material to the financial analysis of the investment;
(A) Means, with regard to a factor or reason, having been prudently determined to have a material effect on the financial risk or the financial return of an investment for a program based on the appropriate investment horizon consistent with the program's articulated funding and investment objectives for the exclusive benefit of the purposes of the program;
(B) Includes, but is not limited to, data-based economic decisions and forecasting based on financial trends or themes; and
(C) Does not include environmental, social, and governance interests that may not be material to the financial analysis of the investment;
(6) “Financial analysis” means a written analysis demonstrating the financial factors or reasons that a proxy advisory firm considered in evaluating whether to recommend an affirmative vote on a shareholder proposal. This written analysis must include, at a minimum:(A) The subject matter of the proposal;(B) An evaluation of the proxy advisory firm's stated reasons for support or opposition to the proposal;(C) An evaluation of whether the proposal is consistent with the investment objectives and risk management profile of the pension plan in which the participants and beneficiaries are invested;(D) An evaluation of the economic benefits and costs of implementing the proposal, as written, over a time period that is consistent with the investment objectives and risk management profile of the pension plan;(E) The quantifiable impact of the proposal, as written, on the investment returns of the participants and beneficiaries of the pension plan; and(F) An explanation of the modeling, procedures, and processes used to complete the analysis;
(A) The subject matter of the proposal;
(B) An evaluation of the proxy advisory firm's stated reasons for support or opposition to the proposal;
(C) An evaluation of whether the proposal is consistent with the investment objectives and risk management profile of the pension plan in which the participants and beneficiaries are invested;
(D) An evaluation of the economic benefits and costs of implementing the proposal, as written, over a time period that is consistent with the investment objectives and risk management profile of the pension plan;
(E) The quantifiable impact of the proposal, as written, on the investment returns of the participants and beneficiaries of the pension plan; and
(F) An explanation of the modeling, procedures, and processes used to complete the analysis;
(7) “Indirect holdings” means, with respect to a company, all securities of that company that are held in a commingled fund or other collective investment, including, but not limited to, private equity funds, strategic lending funds, mutual funds, and exchange-traded funds, in which a pension plan owns shares or interests, together with other investors not subject to this part;
(8) “Pension plan” means a defined benefit pension plan established and maintained by a political subdivision for its employees that is subject to the Public Employee Defined Benefit Financial Security Act of 2014, compiled in title 9, chapter 3, part 5;
(9) “Person” means an individual, firm, trust, partnership, corporation, joint venture, association, or such other similar entity;
(10) “Political subdivision” means a local governmental entity, including, but not limited to, a municipality, metropolitan government, county, utility district, school district, public building authority, housing authority, emergency communications district, and development district created and existing pursuant to the laws of this state, or an instrumentality of government created by one (1) or more local governmental entities;
(11) “Program” means any of the following which are established by law and for which the state treasurer has, or has been delegated, investment authority, oversight, and responsibility:(A) A trust fund;(B) An endowment fund;(C) Deferred or tax-sheltered compensation plan or plans, including profit sharing or salary reduction plans, established pursuant to title 8, chapter 25, parts 1, 2, and 3;(D) Programs under the Tennessee College Savings Trust Act, compiled in title 49, chapter 7, part 8; and(E) Programs under The Achieving a Better Life Experience (ABLE) Act, compiled in title 71, chapter 4, part 8; and
(A) A trust fund;
(B) An endowment fund;
(C) Deferred or tax-sheltered compensation plan or plans, including profit sharing or salary reduction plans, established pursuant to title 8, chapter 25, parts 1, 2, and 3;
(D) Programs under the Tennessee College Savings Trust Act, compiled in title 49, chapter 7, part 8; and
(E) Programs under The Achieving a Better Life Experience (ABLE) Act, compiled in title 71, chapter 4, part 8; and
(12) “Proxy advisory firm” means a person or entity who, for compensation, is engaged in the business of, with respect to a political subdivision for which neither the person nor any affiliate thereof is a fiduciary:(A) Providing proxy voting advice, research, analysis, ratings, or recommendations to a political subdivision or a fiduciary thereof; or(B) Providing proxy voting advice, research, analysis, ratings, or recommendations relating to an issuer of securities.
(A) Providing proxy voting advice, research, analysis, ratings, or recommendations to a political subdivision or a fiduciary thereof; or
(B) Providing proxy voting advice, research, analysis, ratings, or recommendations relating to an issuer of securities.