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Minutes Arkansas Teacher Retirement System Board of Trustees

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Minutes Arkansas Teacher Retirement System Board of Trustees MINUTES ARKANSAS TEACHER RETIREMENT SYSTEM BOARD OF TRUSTEES Monday, April 4, 2018 12;30 p.m. 1400 West Third Street Little Rock, AR 72201 ATTENDEES Board Members Present ATRS Staff Present Jeff Stubblefield, Chair George Hopkins, Executive Director Danny Knight, Vice Chair Gail Bolden, Deputy Director Dr. Richard Abernathy Curtis Carter, Chief Fiscal Officer Anita Bell Mitzi Ferguson, Internal Audit/Risk Mgmt. Lloyd Black Laura Gilson, General Counsel Jason Brady, designee for Hon. Dennis Milligan Rod Graves, Deputy Director Kathy Clayton Wayne Greathouse, Assoc. Dir. of Investments Skot Covert, designee for Hon. Andrea Lea Rett Hatcher, Deputy Director Kelly Davis Manju, Director, Information Systems Candace Franks, State Bank Commissioner Mike Lauro, Information Systems Manager Bobby Lester Jerry Meyer, Manager, Real Assets Robin Nichols Kevin Odum, Attorney Specialist Deborah Thompson Tammy Porter, Executive Assistant Janet Watson Michael Ray, Director, Member Services Joseph Sithong, Software Support Analyst Board Members Absent Leslie Ward, Manager, Private Equity Johnny Key, Education Commissioner Brenda West, Internal Audit/Risk Mgmt Guest Present Donna Morey, ARTA Reporters Present David Kizzia, AEA Mike Wickline, AR DemGaz Chae Hong, AHIC (Aon Hewitt) Jay Wills, APERS Steve Faris Larry Walthers, DF&A I. Call to Order/Roll Call. Mr. Jeff Stubblefield, Chair, called the Board of Trustee meeting to order at 12:46 a.m. Voice roll call was taken. Mr. Johnny Key was absent. Board of Trustees Meeting– Minutes April 4, 2018 Page 2 of 20 II. Motion to Excuse Absences. Ms. Nichols moved to excuse Mr. Key from the April 4, 2018, Board of Trustees meeting. Ms. Thompson seconded the motion , and the Board unanimously approved the motion. III. Adoption of Agenda Mr. Lester moved for adoption of the Agenda. Ms. Bell seconded the motion, and the Board unanimously approved the motion. IV. Executive Summary. The Executive Summary was provided for reference with no questions or expansions on the written summary. V. Approval of February 5, 2018 Minutes. Mr. Lester moved for approval of the Minutes of the Board of Trustees meeting of February 5, 2018. Mr. Knight seconded the motion , and the Board unanimously approved the motion. VI. Report of Member Interest Waived Under A. C. A. Section 24-7-205. Mr. Hopkins presented the member interest amount waived report. ATRS waives interest for members when there is a dispute between ATRS and the member as to whether ATRS made a mistake or otherwise did not do all that was required on the member's account. Since ATRS has implemented the actuarial cost method for the purchase of service credit, interest waived is slowly disappearing, as well as the number of members who purchase service credit No member interest was waived for this reporting period. This is a standard report for information and is not an action item. VII. Report of Employer Interest and Penalties Waived Under A. C. A. Sec. 24-7-411. Mr. Hopkins presented the employer interest and penalties waived report. ATRS may also waive employer interest and penalties when reports or payments are late or have issues due to a new bookkeeper, inclement weather, sickness and other situations that justify a waiver. Eight (8) employer penalties and interest were waived for this reporting period in the amount of $3,159.69. This is a standard report for information and is not an action item. VIII. Board Waiver of Penalties and Interest Greater than $1,000 in a Fiscal Year. Augusta Public Schools incurred in the amount of $1,050.00 for failure to remit the required December 2017 reports. Since executive staff only has authority to waive up to $1,000, ATRS staff has placed this item on the agenda. Augusta Public School stated that the person responsible for Board of Trustees Meeting– Minutes April 4, 2018 Page 3 of 20 completing payroll and filing of the reports was involved in a car accident which caused her to be out of school when the reports were to be filed. This is the first penalty for August Public Schools in this fiscal year. Executive Staff recommends the waiver of all penalties and interest. This is an action item. Mr. Knight moved to approve to waive $1,050.00 in Penalties and Interest due from the Augusta Public Schools for failure to remit required reports. Ms. Bell seconded the motion , and the Board unanimously approved the motion. IX. Legislative Audit Report, June 30, 2017 – Official Review. The Division of Legislative Audit has provided ATRS staff with the 2017 fiscal year audit report for the fiscal year that ended on June 30, 2017. The audit report has been shared with the Board via email and also in the Board documents for this meeting. The law requires that the ATRS Board have the Legislative Audit report on the ATRS Board agenda and that the ATRS Board pass a motion reflecting that the audit report was received and reviewed by the Board in the event issues arise in the future related to the audit. Ms. Watson moved to approve the Legislative Audit Report, June 30, 2017. Ms. Bell seconded the motion , and the Board unanimously approved the motion. X. GASB Report after Legislative Audit Review. The Division of Legislative Audit and GRS Actuaries have completed their annual report required by the Governmental Accounting Standards Board (GASB) Statement No. 68 "Accounting and Financial Reporting for Pensions." This report allocates certain pension amounts to participating employers based on the employers' proportionate share of contributions received for the previous fiscal year. Employers use this information as a footnote in their financial statements as required by GASB 68. Ms. Nichols moved to approve GASB Report after Legislative Audit Review. Mr. Jason Brady seconded the motion , and the Board unanimously approved the motion. XI. Audit Committee Report. Kelly Davis, Chair, gave a report on the Audit Committee Meeting. A. Internal Audit Report – Lump Sum Death Benefit. Ms. Mitzi Ferguson presented the audit report on the lump sum death benefit. Board of Trustees Meeting– Minutes April 4, 2018 Page 4 of 20 The audit included all lump sum death benefits paid for the period July 1, 2016 through September 30, 2017. To accomplish the objectives, IA obtained a listing of all lump sum benefits disbursed during the audit period. From the listing, a selected sample of 30 disbursements using a random number generator. Since the amount payable is based on the type of service credit for the deceased member, IA reviewed the sample to ensure all types of service credit were included. The selected payments were analyzed for the accuracy of the benefit paid; compliance with ATRS laws, rules and policies; and the appropriateness of beneficiaries paid. To evaluate the efficiency of payment procedures and the sufficiency of deceased member identification procedures, IA conducted interviews with Member Disbursement employees and walked through the payment process with the employees directly involved in processing lump sum death benefits. IA provided its findings and recommendations to the Member Disbursement and Data Processing departments. In conclusion, the lump sum death benefit paid to beneficiaries on behalf of eligible deceased ATRS members is being paid accurately and to the proper beneficiaries. Additionally, deceased retirees are being identified using effective tools and processes. However, the efficiency of the process to determine the eligibility of deceased members and the amount to be paid could be improved through ATRMIS programming changes. B. Executive Session: Evaluation of Internal Auditor Brenda West. The Audit Committee went into executive session to discuss the evaluation of Ms. Brenda West. The committee moved to submit the evaluation of Ms. West to the appropriate agency for approval. Audit Committee will report back to the Board when approval is received. XII. Investment Committee Report. Ms. Robin Nichols , Chair, gave a report on the Investment Committee Meeting. A. Arkansas Related and Investment Update. 1. List of Fund Closings a. Franklin Park Venture Fund Series 2018, L. P., a Fund of Funds Managed by Franklin Park Investing in Venture Capital Private Equity Funds, the Board Authorized Commitment of up to $25 Million Dollars Board of Trustees Meeting– Minutes April 4, 2018 Page 5 of 20 on December 4, 2017 was Accepted and Closed on March 22, 2018. The ATRS full commitment of $25 million dollars was negotiated, accepted, and closed on March 22, 2018. b. ATRS/FP Private Equity Fund, L. P., a Co-Investment and Next Generation Manager Fund Focused on Co- Investments and Smaller Funds Managed by Highly Skilled Teams, the Board Authorized Additional Commitment of up to $25 Million Dollars on December 4, 2017 was Accepted and Closed on February 6, 2018. The Closing of this Allocation was Simultaneous with the Closing of the Expansion and Additional Allocation to this Fund Described Below in 3. The ATRS full commitment of $25 million dollars was negotiated, accepted, and closed on February 6, 2017. c. Expansion of the Strategy of the ATRS/FP Private Equity Fund, L.P. to Include Appraisal Right Opportunities and to Make an Additional Commitment of up to $30 Million Dollars to the ATRS/FP Private Equity Fund, L.P., the Board Authorized Expansion and Additional Commitment of up to $30 Million Dollars with Imminent Need on February 5, 2018 was Accepted and Closed on February 6, 2018. The Closing of this Expansion and Allocation was Simultaneous with the Closing of the Additional Allocation to this Fund Described Above in 2. The expansion of the strategy of the ATRS/FP Private Equity Fund to include appraisal rights and the full additional commitment of $30 million dollars were negotiated, accepted, and closed on February 6, 2018. d. CG Equity Opportunity Fund, LP, Managed by Circumference Group, an Opportunistic/Alternative Fund Specializing in Appraisal Right Opportunities, the Board Authorized Commitment of up to $30 Million Dollars with Imminent Need on February 5, 2018 was Accepted and Closed on February 6, 2018.
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