The AOC’s purpose is to create a forum for: 

1. Sharing best practice on investor stewardship and responsible investment implementation
2. Engaging with regulators/government in a coordinated way
3. Encouraging high standards of stewardship and collaboration among asset owners (including offering practical support for smaller asset owners)
4. Encouraging open and honest discussion among practitioners (by creating a ‘safe space’). 

Membership is open to asset owners based in the United Kingdom (we generally consider an asset owner to be a pension scheme, endowment, family office or other institutional investor, at the discretion of the Chair).Asset owners based outside of the UK would be welcome and may be admitted as members at the discretion of the Chair. 

By joining Members consent to their institution being publicly listed as a member of the AOC.

It is expected that member organisations are represented by a senior practitioner (e.g. a ‘Head of Responsible Investment’, ‘Stewardship Manager’ or equivalent), though there may be occasions or circumstances where more senior (executive or non-executive) representation is appropriate. 

The AOC may prompt or involve member collaboration, for example, from time to time the AOC may convene subgroups of members that are interested in a particular topic. 

Members will ensure it is clear that stewardship is conducted by members individually and independently, not by the AOC as an entity. All stewardship and investment decision-making is taken by individual institutions and is not made collectively.  Further details are set out in the Appendix.

The onus for compliance with all relevant laws and regulations, including competition law falls on members.

Members (and any invited speakers) shall refrain from using this forum for explicit commercial purposes and should focus on furthering the goals and objectives as defined above.

Unless otherwise stated, discussions are held under the Chatham House Rule. 

The membership shall elect a Chair or co-Chairs each calendar year. 

An individual may be re-elected to the Chair more than once, but not more than two times (three year maximum term). . 

A Steering Group of between six and ten members shall be elected for a term of 2 years. Steering group members may be re-elected consecutively up to three times. 

Separate from any secretariat support, the Steering Group shall include at least one and no more than two representatives of the UK Stewardship Regulators Group. 

A meeting of the Steering Group shall be quorate if half of the members are present. 

The Chair is responsible for the development of the agenda for each meeting, with support from the secretariat. The Chair and Steering Group will maintain good governance arrangements, including revising this Terms of Reference, and consulting the membership on topics to be included in the AOC workplan.

In support of purpose 4.d. (above), some meetings or parts of meetings may be reserved to asset owner participants, and/or to stewardship practitioner participants.  

The Chair and Steering Group will appoint a Secretariat. 

The secretariat will have administrative responsibilities, including scheduling, minute taking, and basic membership services (e.g. maintaining a list of members, providing virtual meeting rooms, coordinating physical/hybrid meeting rooms, etc.)

The secretariat may be drawn from the membership, or from a third party provider (subject to resource and budget constraints below). 

The Financial Reporting Council can provide 0.2FTE capacity to support secretariat for the first year, with the option to extend following reflection of the arrangement entering into the second year.

There are no membership fees. It is anticipated that the AOC shall incur no regular or substantial costs, and that incidental expenses agreed by the Chair or Steering Group will be met by members by agreement. The Steering Group with the Chair will be responsible for ensuring that funding arrangements to cover any approved ad hoc work, analysis, or incidental expenses are in place before costs are incurred. As such no formal budget will be required. This may be amended in due course by the Chair and Steering Group if circumstances change.