AMG believes that sound corporate citizenship and attention to governance and environmental principles are essential to our success and that of our Affiliates. We are committed to operating with integrity, contributing to the local communities surrounding our global offices, diversity and inclusion, developing our employees, and being thoughtful stewards of natural resources. We are also focused on the security of our data and safeguarding our clients’ privacy. AMG’s Board of Directors provides oversight over these environmental, social, and governance (ESG) issues and is committed to supporting AMG’s efforts to operate as a sound corporate citizen. We believe that a conscientious approach to business strategy, corporate governance, and corporate citizenship creates long-term value.
AMG has adopted best practices in corporate governance:
AMG’s Board of Directors has a highly independent structure, with a strong Independent Co-Chairman, and all Committees are composed entirely of independent directors (with all Audit Committee members considered to be “audit committee financial experts”). The Board undertakes annual self-evaluations (across the full Board and in each Committee) and individual director assessments. It is actively refreshed to maintain a wide array of qualifications, skills, and attributes. The Board has elected four new Directors since 2012, and appointed new Chairs of all three Committees and a new Independent Co-Chairman in 2020.
The Company’s amended and restated by-laws provide for majority voting in uncontested director elections. Under the majority voting standard, directors are elected by a majority of the votes cast, which means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for the election of directors will be a plurality of the votes cast. Any director that is not elected must tender his or her offer to resign.
Our Board of Directors is committed to maintaining responsible compensation practices and believes that rewards for our senior leaders should be commensurate with the results they achieve for our stockholders. Our strong governance procedures and practices with respect to employment and compensation include the following:
What we do:
What we don't do:
When a new non-executive director joins the Board of Directors, we provide an orientation program that includes personal briefings by senior management on the Company’s operations, strategic plans, financial statements, governance, and key policies and practices. New directors also undergo in-depth training on the work of each committee of the Board. Throughout their tenure on the Board of Directors, each director is expected to maintain the necessary knowledge and information to perform his or her responsibilities as a director. To assist the directors in understanding the Company and its industry and maintaining the level of expertise required for the director, the Company will, from time to time, offer Company-sponsored continuing education programs or presentations, including sessions on select topics during the annual Board of Directors offsite. Additional training is also provided when a director assumes a leadership role, such as becoming the chair of a committee.
AMG maintains a strong corporate culture that promotes the highest standards of ethics and compliance for our business. Our Code of Business Conduct and Ethics sets forth the important principles guiding the conduct of our employees, officers, and directors. The Code governs the management of conflicts of interest and corporate opportunities, prohibits any engagement in unlawful activity in conducting AMG’s business, and requires that all business matters be conducted in accordance with ethical standards and applicable laws. Employees certify, at least annually, that they have read and agree to comply with the Code. Employees are required to report violations of the Code, or of any applicable law, rule or regulation to the Company. Reporting of any actual or suspected code violations, misconduct, or concerns may be done confidentially through an independent, third-party operated “whistleblower” hotline, or to the employee’s manager, Human Resources, or the Chief Administrative Officer. AMG strictly prohibits retaliation in response to such reporting.
AMG takes seriously its responsibility to conduct its business in a manner that avoids conflicts of interest and the potential for improper influence. AMG’s Policy on Political Contributions and Other Restricted Payments requires full compliance in the conduct of AMG’s business with all political contribution, anti-bribery and anti-corruption laws of the jurisdictions in which we and our Affiliates conduct business, including but not limited to the Foreign Corrupt Practices Act, the UK Anti-Bribery Act, and federal and state pay-to-play statutes and regulations. Under the Policy, employees are prohibited from offering any payment, gift or contribution, either directly or through intermediaries, for the purpose of obtaining or retaining business for AMG or our Affiliates, or gaining an advantage in the conduct of any business. Any political contributions by employees to candidates for federal, state, and local office must be pre-approved and reported on a quarterly basis. Employees are required to certify at least annually that they have read and agree to comply with the Policy. To avoid even the appearance of conflict with our Affiliate investment operations, AMG has adopted a strict policy that prohibits employees from trading in their personal accounts in any publicly traded security.
AMG’s Board of Directors has principal responsibility for oversight of our business ethics and risk management process; the majority of Directors have extensive background and experience in risk management. On a quarterly basis, the Audit Committee discusses with management and the Company’s independent auditors the Company’s risk management processes, including major risk exposures, risk mitigants, and the design and effectiveness of the Company’s processes and controls. Furthermore, the Audit Committee and the Board of Directors as a whole receive regular reports from management and our independent auditors on prevailing material risks and the actions being taken to mitigate them, including reports regarding the Company’s business and operations. Management also reports to the Audit Committee and the Board of Directors regarding enhancements made to our risk management processes and controls in light of evolving market, business, regulatory and other conditions, including those related to ESG factors, including privacy and data security. AMG has an internal audit function which reports quarterly to the Audit Committee of the Board of Directors. The following documents are available on AMG’s corporate website: Corporate Governance Guidelines; the Code of Business Conduct and Ethics applicable to all directors, officers and employees; the Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer and other senior financial officers; and the charters for the Audit, Compensation and Nominating and Governance Committees.
AMG has demonstrated success in implementing a multi-stage succession plan. Beginning in 2018, following AMG’s announcement that its Chairman and CEO, Sean M. Healey, had been diagnosed with ALS. In May 2018, Mr. Healey was appointed Executive Chairman, and in May 2019 President and CFO Jay C. Horgen was appointed President and CEO, while Thomas M. Wojcik joined AMG to become CFO. Transition and succession planning activities are ongoing, with the continued enhancement of the senior management team through new and evolving roles. The approach provided continuity of leadership and drew on the strengths and experiences of the Company’s most senior executives. The Company’s Board of Directors continues to serve as a source of strategic strength for the Company and for Mr. Horgen and the balance of the new executive management team in their new roles, bringing significant diversity in skills, experiences and perspectives. The Board and Mr. Horgen continue to focus on developing and expanding the senior management team, to maintain a breadth and depth of talent that ensures that AMG is well-positioned to continue to refine and execute against its strategy.
For AMG, our employees and our reputation are our most important assets, and attracting and retaining top talent to execute on our business objectives is a fundamental imperative. We have numerous programs to support our employees with respect to their health, family leave, and educational support, and are focused on building employee engagement with communities through corporate citizenship initiatives.
AMG prioritizes employee engagement through a range of cross-functional, multi-level communication mediums, such as small working group lunches, company-wide town halls, and management offsites. In 2019, AMG launched a new formal employee survey reporting an employee satisfaction of 88%. The Company intends to survey employees at least annually.
All employees are offered a comprehensive and competitive benefits package. Some benefit programs require contributions and others are fully paid by the Company, including but not limited to:
In addition, each employee is required to attend an onboarding session to review benefits, policies, and procedures.
Leadership training and skills development are anchored on a comprehensive performance appraisal process. We believe regular communication between employees and managers fosters a work-based learning environment. AMG encourages its employees to take responsibility for their development, in partnership with their managers, and leverages informal communications alongside annual performance reviews to evaluate employee satisfaction. Employees work with managers to set goals and objectives on an annual basis at minimum. AMG supports employees' educational pursuits relating to degree programs and certifications through company-supported time off for professional development and flexible work arrangements tailored to individual employees' educational goals.
AMG strives to provide a safe and secure working environment for its employees, with formal policies and programs in place to address:
AMG’s health and safety policies are applicable to all facilities and operations. We dedicate significant resources to emergency preparedness and have placed automated external defibrillators (AEDs) throughout our principle offices. In addition to our formal policies and programs, AMG provides optional cardiopulmonary resuscitation (CPR) and AED certification courses for our employees.
We are committed to fostering and promoting an inclusive and globally diverse work environment where all of our employees are valued and appreciated for their contributions; we believe diversity and inclusion result in a highly creative and innovative workforce. AMG has an Equal Employment Opportunity and Anti-Discrimination Policy applicable to all employees that prohibits discrimination based on race, color, ethnicity, national origin, religion, sex, pregnancy or pregnancy-related condition, sexual orientation, gender identity or expression, age, physical or mental disability, genetic information, ancestry, veteran status, military service, application for military service, marital status, and other legally protected classifications. Our Equal Employment Opportunity and Anti-Discrimination Policy goes hand in hand with our Anti-Harassment Policy, which prohibits sexual harassment or discriminatory harassment of any kind. Our Anti-Harassment Policy details how to report and respond to harassment issues and concerns, and strictly prohibits retaliation against any employee due to reporting harassment. If AMG determines that a violation of the Equal Employment Opportunity and Anti-Discrimination Policy or the Anti-Harassment policy has occurred, appropriate disciplinary action will be taken against the offending party. We are equally committed to operating in a business environment that promotes equal employment opportunity in our hiring practices and in managing all our employees and this is evident in all aspects of our employment practices and policies. Cooperation with these policies is mandatory and relates to all hiring, promotion, and day-to-day activities of AMG. Reporting of any actual or suspected policy violations, misconduct, or concerns may be reported confidentially to the employee’s manager, Human Resources, or the Chief Administrative Officer. AMG strictly prohibits retaliation in response to such reporting.
We have implemented diversity and inclusion training for all employees to prevent discrimination or harassment, and continually seek to further enhance the diversity of our employee base as our staff around the world contribute their distinctive thinking to improve our business and communities. Our executive management team has responsibility for diversity initiatives, and reviews these with our Board of Directors on an annual basis at minimum.
AMG has achieved gender diversity of 40% across management positions, surpassing the asset management industry average. Overall, more than half of AMG's corporate workforce is female. In addition, we are highly attentive to Board diversity and refreshment; 43% of our non-executive Directors are female, above the average of S&P 500 companies.
As a global enterprise, AMG recognizes the importance of upholding the highest standards of human rights across all aspects of our business. AMG is supportive of international efforts against forced labor and human trafficking. While specific laws and regulations may differ in each of our global offices, our core values are consistent and reflected in the way we operate. Globally, our business is increasingly conducted in the local language as part of our ongoing effort to facilitate open and honest communication with all stakeholders.
AMG’s human rights and labor principles apply to all of our offices, facilities, and operations. AMG employees may exercise their freedom of association with regard to collective bargaining in accordance with United Nations Conventions 87 and 98 in compliance with all applicable laws and regulations. We are committed to providing fair and equal wages without discrimination as well as protecting the rights of women and minority groups, as reflected by our Equal Employment Opportunity and Anti-Discrimination Policy as well as our Anti-Harassment Policy.
Our commitment to ethical standards extends to our vendors and suppliers, and we seek to align with businesses that are respectful of the rights of their employees. Our due diligence efforts confirm that our vendors and suppliers provide safe working conditions, fair wages, and actively prevent discrimination in the workplace. All vendors and suppliers must comply with child labor laws and only hire employees that meet minimum age requirements, in accordance with all health and safety laws.
AMG’s employees may report any actual or suspected violations, misconduct, or concerns regarding human rights or the health and safety of our employees to their managers, Human Resources, or the General Counsel or Chief Administrative Officer. AMG strictly prohibits retaliation in response to such reporting.
Through employee engagement in our corporate philanthropic initiatives across our global offices, we are committed to giving back to the communities in which we operate. The AMG Charitable Foundation makes meaningful donations to a variety of non-profit organizations and community programs, supporting educational, cultural, environmental, health, social, and other charitable purposes in these communities. In 2019, AMG committed to incorporate a philanthropic element at all company-sponsored employee social gatherings when practically possible.
In alignment with our corporate values of social responsibility, AMG contributed $20 million in 2018 to advance scientific research in amyotrophic lateral sclerosis (ALS) and develop effective treatments for people with ALS, by helping to establish The Sean M. Healey and AMG Center for ALS at Mass General (“The Healey Center”). AMG’s investment in the Center will help broaden the availability of treatments globally. It is our hope to expand the impact of our philanthropic efforts over time through The AMG Foundation, alongside our employees and partners worldwide.
We take pride in supporting the charitable work and contributions of our employees, many of whom serve on non-profit boards or make significant contributions as volunteers within their local communities. Our employees are also generous contributors of their financial resources, including participation in company-wide campaigns to support local charities. AMG has implemented company-supported time off to encourage employees in their charitable endeavors and matches employee donations to eligible non-profit institutions.
As part of our ongoing global philanthropic efforts, we established a company-wide “AMG Day of Service” in 2019 and encouraged employee participation in hands-on volunteering projects. Projects were organized with organizations addressing hunger near our West Palm Beach, Florida; Prides Crossing, Massachusetts; London, England; Greenwich, Connecticut; and Conshohocken, Pennsylvania offices. All organizations benefiting from AMG’s Day of Service are local to AMG offices with the largest concentrations of employees, inspiring employees to further pursue independent volunteer projects in the communities in which they live and work. These and other local organizations further benefit from weekly employee donations in conjunction with "AMG Jeans Fridays".
AMG has a formal information security program, designed to develop and maintain privacy and data security practices to protect company assets and sensitive third-party information (including personal information). This program is governed by a committee comprising members of senior management, including the Company’s Chief Information Officer, which meets regularly and reports to the Board of Directors at least annually.
AMG recognizes the importance of protecting information assets such as personally identifiable information (PII) of our clients and employees, and has adopted policies, management oversight and accountability structures, and technology processes designed to safeguard this information. All AMG employees and contractors with access to AMG data attest annually to information security policies, and are required to participate in regular security awareness training to protect themselves and the AMG data to which they have access. These trainings also instruct employees and contractors with access to AMG data on how to report any potential privacy or data security issues.
AMG’s Information Security organization comprises internal and external resources designed to identify, protect, detect, resolve, and recover from various threats and attacks of malicious actors. AMG leverages 24x7x365 monitoring tools and services to address the confidentiality, integrity and availability of company assets and data. Regular internal and third-party reviews are performed on processes and technologies to validate the effectiveness of privacy and data security controls, with external independent audits at least once every two years.
AMG monitors best practices and developments in data privacy and security, including increased scrutiny of third-party service providers with access to sensitive company data. AMG works with key third-party service providers to monitor and support the control environment and breach notification processes. AMG also has its own fully documented proprietary security incident response plan, with defined roles and responsibilities that address notification obligations and procedures in the event of a data breach.
AMG is dedicated to business continuity and resiliency. We have documented strategies, policies and procedures in place to protect employee, business, and client data in the event of an emergency or natural disaster.
At AMG, we are committed to long-term environmental sustainability and reducing our impact on biodiversity. While we are an investment management company which does not have the direct environmental impact of other industries such as manufacturing, energy or retail businesses, we are committed to using natural resources efficiently and optimizing our energy use. In this regard, we have adopted the following initiatives and programs both to increase environmental awareness among our employee base and reduce our corporate impact on natural resources where possible:
As a firm, we also seek to increase the development and awareness of socially and environmentally responsible procurement, and to align with businesses that not only deliver superior quality goods and services, but also operate in ways that are respectful of the rights of their employees and in ways that preserve natural resources and promote environmental sustainability. To achieve this objective, we have adopted the following principles to guide our procurement activities:
One of our principal offices, in Prides Crossing, Massachusetts, is located on 90 acres of land, the vast majority of which is maintained in its natural forested state with many walking trails accessible to the public.
Since 2017, AMG has completed an annual inventory of our global greenhouse gas emissions in order to increase transparency in the monitoring, implementation, and performance of our sustainability strategy. AMG has committed to a five-year emissions reduction plan which includes a 5% target reduction in Scope 1 and Scope 2 emissions by 2023. AMG participates in CDP’s Climate Change Disclosure program and has achieved a score of B as of 2019, above the asset management industry average in the US and UK.
Our compilation of direct and indirect GHG emissions data is collected, assessed, and reported in compliance with the principles and guidance of the World Resources Institute and the World Business Council for Sustainable Development’s Corporate GHG Protocol. For 2017, 2018, and 2019 emissions, we obtained third-party attestation from PwC under the attestation standards established by AICPA (AT105). Our emissions are audited on a biannual basis.
In 2017, 2018, and 2019, our net direct greenhouse gas emissions (Scope 1) were 326, 277, and 207 MT CO2e, and our net indirect net greenhouse gas emissions (Scope 2) were 853, 75, and 78 MT CO2e, respectively. Our net total greenhouse gas emissions for Scope 1, Scope 2, and Scope 3 were 3,218 MT CO2e for 2017, 2,573 MT CO2e for 2018, and 2,934 for 2019. AMG’s intensity figure, defined as the ratio of Scope 1 and Scope 2 emissions in MT CO2e per total revenue, was zero for 2017, 2018, and 2019.
Our reported emissions figures include the purchase of renewable energy certificates (RECs), which offset 100% of our US-based Scope 2 emissions in 2018 and 2019. In 2018 and 2019, AMG purchased 2,600 MWhs and 1,240 Green-e® certified RECs, sourced from renewable sources (100% wind) located in the United States.
Additional information regarding AMG’s greenhouse gas emissions can be found on CDP’s website, www.cdp.net.
AMG does not directly invest client assets; the investment function sits with our outstanding Affiliates, which are independent boutique investment management firms with excellent reputations in their areas of specialty. Our Affiliates represent firms of the highest integrity, and today, a substantial majority of our Affiliates demonstrate a commitment to good governance and sustainability by incorporating these factors into their investment processes. As of June 30, 2020, 16 of our Affiliates are signatories to the UNPRI, and 5 are signatories to the UK Stewardship Code. Approximately 80% of AMG’s AUM is managed by Affiliates with formal responsible investment policies which consider ESG practices in their investment strategy, management engagement, and proxy voting decisions. We are proud of this record, and continue to work with our Affiliates on best practices in this area.
While our Affiliates retain operational and investment autonomy, and have their own separate policies and procedures relating to environmental and sustainability matters, we take seriously our responsibility to promote the importance of responsible investing and in addition to our ongoing work with Affiliates, incorporate these factors in our assessment process for prospective Affiliates.
AMG has implemented a Sustainability Committee with oversight of policies and operational controls of environmental, health and safety, and social risks, which reports to the Board of Directors at least annually. The cross-functional Committee includes multiple members of the Company’s executive management team.
AMG fosters an open environment for discussing environmental issues, and we encourage our employees to approach members of our Sustainability Committee with any questions, concerns or suggestions regarding our practices and policies, and support dialogue on how AMG can accommodate sustainability issues in a way that is consistent with the goals of our various stakeholders – including AMG’s stockholders, our employees, our Affiliates, and the investors in our Affiliates’ products.
Taxes paid in the United Kingdom, Canada, and Hong Kong account for over 80% of the Current Controlling Interest Foreign Tax Provision as disclosed in our 10-K.
Our United Kingdom Tax Strategy may be found on our Corporate Governance site.