FROM: Barbara Hannah, Chief Counsel
SUBJECT: Investment Policy No. 007 (Due Diligence Policy)
RECOMMENDATION:
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Recommend that the Board approve and adopt updates to Investment Policy No. 007 (Due Diligence Policy).
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BACKGROUND:
General Policy No. 005 involves the periodic review of Board Policies and indicates that the Investment Committee shall review investment policies every three years.
Investment Policy No. 007 (Due Diligence Policy) was last reviewed in 2024.
At the Investment Committee meeting on December 11, 2025, the Committee Chair requested that counsel review the existing limitation in Investment Policy No. 007 restricting participation in due diligence meetings to no more than two (2) Investment Committee members. Following that request, staff conducted a review and determined that due diligence falls squarely within the jurisdiction of the Board of Retirement based on the Board’s fiduciary authority as set forth in Article XVI, section 17 of the California Constitution, the County Employees’ Retirement Law of 1937, and SBCERA’s Governance Policy. This review forms the basis for the proposed revision to Investment Policy No. 007.
Governance Authority Regarding Due Diligence
Article XVI, section 17 of the California Constitution vests retirement boards with plenary authority and fiduciary responsibility over public pension systems, including:
• “The sole and exclusive fiduciary responsibility over the assets of the public pension or retirement system,” and
• The duty to administer the system “for the exclusive purpose of providing benefits to participants and their beneficiary and defraying reasonable expenses administering the system.”
The authority is exercised by the Board of Retirement as a body and is not delegated or diminished by any committee structures (i.e. Investment, Administrative, and Executive Committees).
Additionally, Government Code section 31595 provides that the Board:
“Shall have the exclusive control of the administration and investment of the retirement fund.”
This statute confirms that investment oversight and related fiduciary activities, including investigation, evaluation, and monitoring of investments are within the exclusive jurisdiction of the Board, and not any individual committee.
Due diligence is an integral component of the Board’s constitutional and statutory duty of prudence. Activities such as on-site-visits, meetings with investment managers, and evaluation of operational, governance, and risk controls are undertaken to inform the full Board’s investment decisions and ongoing oversight responsibilities.
While the Board may establish standing committees to assist with analysis and recommendations, committees serve as an advisory and preparatory function only. They do not possess independent authority, nor may they restrict or replace the fiduciary responsibility of the full Board.
Accordingly:
• Due diligence falls squarely within the jurisdiction of the Board.
• Individual trustees retain fiduciary responsibility regardless of committee assignment.
• Investment Policy No. 007 governing due diligence participation should reflect Board-level authority.
SBCERA’s governance framework recognizes that the Board retains ultimate authority and responsibility for fund administration and investment oversight. Limiting due diligence participation based on committee assignment is inconsistent with this governance structure.
Proposed Revision to Investment Policy No. 007
Investment Policy No. 007 currently limits participation in due diligence trips to two (2) Investment Committee members for Brown Act purposes. This provision has the effect of:
• Restricting trustee participation in fiduciary due diligence based on committee assignment;
• Implying that due diligence authority resides with a committee rather than the full Board; and
• Potentially impairing the ability of trustees to independently satisfy their fiduciary obligations under Article XVI, section 17 of the California Constitution.
As a result, staff recommends revisions to Investment Policy No. 007 to:
a) Delete the existing restriction limited due diligence travel to two (2) Investment Committee members; and
b) Authorize participation by up to four (4) members of the Board, without regard to committee assignment.
Essentially, the revision aligns the policy with the Board’s constitutional authority, statutory mandate, and SBCERA’s governance framework recognizing the Board’s fiduciary responsibility.
BUDGET IMPACT:
None.
STRATEGIC PLANNING GOAL/OBJECTIVE:
Prudent Fiscal Management
STAFF CONTACT:
Barbara Hannah
Don Pierce
ATTACHMENTS:
Exhibit A: Investment Policy No. 007 (Due Diligence Policy)