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Interdepartmental Correspondence CITY OF LOS ANGELES DEPARTMENT OF WATER AND POWER INTERDEPARTMENTAL CORRESPONDENCE Date: July 19,2012 To: Retirement Board and Committee Members Fro4 Sangeeta Bhatia, Retirement Plan Manager Subject: Agenda Item NO.7: Report on the Plan's Exposure to Sudan (July 25, 2012, Retirement Board Meeting) At the Governance Committee meeting held on May 25, 2011, Staff provided an update to the Retirement Board on the Plan's exposure, as of March 31,2011, to companies classified by the Contlict Risk Network (CRI\J) as "Scrutinized" and "1\Jon-Targeted". As directed by the Retirement Board, Staff continues to engage "Non-Targeted" companies by sending them formal letters addressing the Board's concerns about their ongoing business operations in Sudan. Since the last report to the Governance Committee, there were important developments concerning Sudan. On July 9, 2011, southern Sudan seceded from northern Sudan to form the independent Republic of South Sudan (RoSS). Key issues such as border demarcations, contested regions, and oil revenue sharing remain unresolved. Recently, violence has escalated between Sudan and RoSS concerning the oil rich town of Heglig. CRN has provided updates on the current situation and implications on the South Sudan independence (see attached). On May 31,2012, the CRN released its new list of "Scrutinized" and "Non-Targeted" companies. A notable addition to the "Scrutinized" list is Caterpillar (CAT), a U.S. public company. U.S. publicly listed companies seldom appear on CRN's divestment list due to existing U.S. sanctions on Sudan; however, according to CRN, several of CAT's non-U.S. subsidiaries have sold CAT products to independent dealers and distributors in Sudan. This helps to facilitate projects in Sudan's mining, oil, and power production sectors. For these reasons, CRN has classified CAT on its "Scrutinized" list (please see attached CRN's research memo on CAT). According to CRN's May 31, 2012, list, the Plan's exposure across all investment managers to "Scrutinized" companies was approximately $7.66 million (0.09%) as of May 31, 2012 (Attachment 1). This is an increase by 0.04% of total Plan assets from the previous reporting period. For the Retirement Fund (RF), exposure to "Scrutinized" companies was in two of the RF's commingled emerging market equity funds, The Boston Company (TBCEM) and T. Rowe Price (T.Rowe) and in one separately managed U.S. large cap growth account, Fred Alger Management, Inc. (Fred Alger); which in aggregate represented approximately $7.20 million (0.10%) of the RF's total assets. For the Retiree Health Benefits Fund (RHBF), all exposure to "Scrutinized" companies was with Fred Alger's separately managed U.S. large cap growth account, representing approximately $460 thousand (0.04%) of the RHBF's total assets. Since the last update, the TBCEM commingled fund added a new "Scrutinized" company (Reliance Industries Ltd., with a market value of approximately $2.41 million as of May 31, 2012) to the Plan's portfolio. As for existing exposures, TBCEM's exposure to PetroChina has decreased 51 % to approximately $1.23 million. TBCEM fully divested its exposure to Sinopec 7.1 during this reporting period. T. Rowe has added to its portfolio Reliance Industries, ltd., with a market value of approximately $755 thousand as of March 31, 2012*. Although the Plan has no direct control over the investments made in its commingled fund accounts, Staff regularly provides all of the Plan's commingled account equity managers with the new list of restricted securities from CRN. As noted above, CRN added the domestic equity CAT, a bellwether stock in the Dow Jones Industrial Average index, to its "Scrutinized" list; therefore Staff queried the Plan's domestic equity managers for their portfolio holdings across CRN's lists. As of May 31, 2012, only Fred Alger's separately managed account had exposure to CAT, with a market value of $2.8 million in the RF (0.16% of RF's total active U.S. domestic equity assets) and $464 thousand in the RHBF (or 0.16% of RHBF's total active U.S. domestic equity assets). Total Plan exposure to "Non-Targeted" companies (Attachment 2) was approximately $4.75 million, a 39% decrease from the previous reporting period. Exposure to "Non-Targeted" companies represents approximately $4.1 million of the Retirement Fund (0.06%), a 38% decrease from the previous reporting period, and approximately $600 thousand of the RHBF (0.05%), a 43% decrease from the previous reporting period. The significant decrease in "Non­ Targeted" company exposure is mainly attributable to full divestments in MAN SE and MTN Group and lower market value in Saras SPA. The Plan's exposure to its only remaining "Non­ Targeted" company, Saras SPA, was concentrated in one account, The Boston Company's separately managed International Developed Value account (TBCDEV). Staff will continue to monitor the Plan's exposure to Sudan and provide annual updates. *T.Rowe Price releases information on portfolio holdings every quarter and therefore could only provide information as of March 31,2012. The following documents are attached: • Attachment 1: Plan's Exposure to "Scrutinize" as of May 31,2012 • Attachment 2: Plan's Exposure to "Non-Targeted" as of May 31, 2012 • CRN South Sudan independence briefing • CRN report on the current situation in South Sudan • CRN Caterpillar research report • WPERP Policy on Social, Political, and Human Rights Issues SB:JW:SV:AL 7.2 WATER AND POWER EMPLOYEE'S RETIREMENT PLAN AND HEALTH BENEFITS PLAN Holdings in Companies with Operations in Sudan Under Catergory: SCRUTINIZED (Companies Identified by the Conflict Risk Network as of May 31, 2012) ATTACHMENT 1: WPERP Exposure as of May 31, 2012 Total % Tolal % of ofRF MVof RHBF RHBF Company Country Industry MV of RF Holdings Holdings Holdings Holdings Manager Strategy Account Alstom France Power Alslom Projects India Ltd."" Areva T&D India Ltd. Wuhan Boiler Co."" 2 AREF Energy HOlding Company Kuwait Oil and Mining 3 AviChina Industry & Technology Ltd. China Mililary Equipment Hatei Aviation Industry Co"" Harbin Dongan Auto Engine Co"" US Large Cap 4 Caterpillar Inc. USA Mining I Power $2,803,840.00 38.94% $464,386.00 100% Fred Alger Growth SMA 5 China Gezhouba Group Company Ltd. China Power 6 China Hydraulic and Hydroelectric Construction Group (Sinohydro) China Power Sinohydro Group China National Petroleum Corporation (CNPC) China Oil Daqing Huake Group Co. Ltd.." Jinan Diesel Engine Co. Ltd.." Kunlun Energy Co. Ltd.." PetroChina Co. Ltd.." $1,226,764.53 17.04% TBC Emerging Commingled 8 China North Industries Group Corporation (CNGCINORINCO) 'China Mililary Equipment NORINCO International Cooperation Ltd .." Liaoning Huajin Tongda Chemicals Co. Ltd .." Sichuan Nilrocell Co. Ltd." China North Optical-Electrical Technology Co. Ltd.." AKM Industrial Co. Ltd.." 9 China Petrochemical Corporation (Sinopee Group) China Oil ....... China Petroleum and Chemical Corporation (Sinopec Corp)"" " Kingdream PLC"" Go) Sinopee Kanton Holdings Ltd.." Sinopec Shanghai Petrochemicals Ltd.." Sinopec Yizheng Chemical Fibre Co. Ltd .." 10 Dongfeng Molor Group Co. Ltd China Mililary Equipment 11 Egyptian Kuwait Holding Company Egypt Oil 12 Electricity Generating Company (EGCO) Thailand Power 13 Glencore International PLC Switzerland Oil Blopetrollndustrles AG Chemoil Energy Limited 14 Indian Oil Corporation Limited (iOCL) India Oil Chennai Petroleum Corporation Limited (CPCL)" Lanka 10C Ltd .." 15 Jiangxi Hongdu Aviation Industry Co. Ltd. China Military Equipment 16 JX Holdings Inc. Japan Oil Nippo Corp 17 KEPCO Plant Service & Engineering Co., Ltd. South Korea 18 LS Industrial Systems Co., Ltd. South Korea DELISTED 19 Managem Morocco Mining Societe Metallurgique D'imiter"" 20 Mercator India Oil Mercator Ltd Mercator Lines Singapore" 21 Oil & Natural Gas Corporation India Oil Mangalore Refinery and Petrochemicals Ltd. 011 & Natural Gas Corp. Ltd. 22 Oil India Limited India Oil 23 Petroliam Nasional Berhad (Petronas) Malaysia Oil KLCC Property Holdings Bhd"" Malaysia International Shipping company (MISC Bhdr" Petronas Dagangan Bhd"" Petronas Chemicals Group Berhad"" Petronas Gas Bhd"" 24 PTT Public Company Ltd. Thailand Oil PTT Exploration & Production PCL"" 25 Reliance Industries Ltd.' India Oil $2,414,604.08 33.53% TBC Emerging Commingled $755,248.56 10.49% T Rowe' Emerging Commingled 26 Scomi Group Berhad Malaysia Oil Scomi Engineering Bhd" TOTAl $7,200,457.16 100.00% $464,386.00 100% Note: Companies in Bold are new: companies in Bold & Ital/zed were previously classified as "Non-Targeted." 'T Rowe's Reliance Industries holdings is as of 3/31/12. Corporate Structure Clarifications: • Majority-owned subsidiary with Sudan related business operations •• Majority-owned pUblicly traded subsidiary ••• Wholly-owned subsidiary with Sudan related business operations •••• Wholly-owned subsidiary RF - MAR K E T V A L U E RHBF MAR K E T V A L U E RHBF RF Retiree Health Retirement Fund RF Holdings in Holdings in RHBF Holdings Benefits Fund Investment (RF) above Companies above Holdings (%) (%) Investment (RHBF) Companies WPERP Active Developed Markets Assets $ 1,118,140.615 $ - 0.00% $ 165,445,007 - 0.00% (Boston Co., Invesco, Pyramis, Transition) WPERP Active Emerging Markets Assets $ 348.025,305 $ 4.396,617 1.26% $ 50.146.144 ­ (Boston Co., T. Rowe Price. Transition) WPERP Total Active Intemational Assets $ 1,466.165.919 $ 4.396,617 0.30% $ 215,591.150 - 0.00% WPERP Active US Large Cap Assets. $ 1,569,455.553 $ 2.803.840 0.18% $ 261,540.049 $ 464,386 0.18%
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