The agreement relating to the International Private Equity and Venture Capital Guidelines (“IPEV Guidelines”) was updated in 2015 following a governance review.
The IPEV Guidelines are an important resource for practitioners in the private equity and venture capital industry. We would therefore like to thank Nick Benson, Deborah Kirk and Clare Scott of Latham & Watkins for their support during the governance review and the drafting of the documentation.
This IPEV agreement covers the objectives of the Guidelines, the constitution of the IPEV Board, and other governance matters. AFIC, BVCA and Invest Europe were the initial Founding Associations of the IPEV Board and following the review, AVCAL, EMPEA and the AIC signed up as Founding Associations. This confirms the status of the IPEV Guidelines as a truly global set of guidelines supported by the private equity and venture capital industry. The 2015 Agreement (available here) was also signed by the Endorsing Associations listed here and the key aspects of the governance arrangements are set out below. The Agreement includes a letter of accession and we would encourage other associations to endorse the guidelines.
1. Categories of membership
Founding Associations: AIC, AFIC, AVCAL, BVCA, EMPEA and Invest Europe and any eligible organisation which has been accepted as a Founding Association pursuant to clause 7.1 or clause 7.2 of the Agreement.
Endorsing Associations: Private equity and/or venture capital associations (whether national, regional or trans-regional) or private equity investor organisations that are (in either case) a representative body are eligible to become Endorsing Associations. The current Endorsing Associations are listed here.
Associate Members: We have introduced a new category of membership for “Associate Members” being advisory firms, service providers and other entities that are not Founding Associations or Endorsing Associations. The support of Associate Members will further our aims of increasing acceptance of the Guidelines globally.
The Founding Associations, Endorsing Associations and Associate Members are collectively referred to as the “IPEV Members”.
The objectives of the IPEV Members are to provide high-quality, uniform, globally-acceptable, best practice, principles-based valuation guidelines for private equity and venture capital practitioners in order to assist their compliance with accounting and regulatory requirements, in a form that is simple for all practitioners, regardless of size, to implement.
3. Purpose of the IPEV Board
The Board’s purpose is to operate as an institutionally and intellectually independent panel of experts and to implement the Objectives on behalf of the IPEV Members through:
a. monitoring market practices and accounting standard developments;
b. reviewing and updating the Guidelines as the Board deems appropriate from time to time, and on the third anniversary of the last edition of
Guidelines, taking into account developments in market practice and accounting standards;
c. seeking support for the Guidelines from interested parties across the world, including:
i. private equity and/or venture capital associations, including national associations and cross-regional associations;
ii. associative or consultative investor organisations;
iii. special framework investors;
iv. governments and regulators; and
v. accounting regulators;
d. engaging and exchanging views with practitioners in the private equity and venture capital industry across the world on the Guidelines and
related issues; and
e. providing consistent advice to practitioners, regulators and investors across the world seeking guidance or raising questions in relation to the
The agreement also allows for the creation of specialist groups and sub-committees to support the work of the board.
4. Composition of the IPEV Board
The Board can consist of up to fourteen members, including the Chairman, and members are listed here. The maximum number of Board Members may be reduced by a unanimous decision of the General Assembly or the Founding Associations.
Board members are put forward by the Nominations Committee (which is comprised of the Founding Associations) and are appointed at the General Assembly by the Founding Associations and the Endorsing Associations.
When reviewing candidates, the Nominations Committee must have regard to the objectives and the purpose of the Board, and in particular the Board’s ability to operate as an institutionally and intellectually independent expert body comprising Board Members who represent a balance of constituencies across the private equity and venture capital industry.
The term of office of each Board Member is three years and board members are eligible to serve two consecutive three-year terms. The Agreement allows for extensions to the term of a board member if needed on an interim basis.
Each Founding Association has the permanent right to nominate one Board Member as its “Permanent Representative”. The chairman of the Board shall be appointed on a rotating basis every three years from among the Permanent Representatives. At least one permanent representative must be present at each board meeting and included in the decision making process.
Board members are not entitled to any remuneration or compensation in relation to their services.
5. The General Assembly
Each IPEV Member is entitled to nominate a representative to attend and vote at meetings of the General Assembly and to remove or replace any such representative at any time. Any such nomination or removal shall be immediately effective upon written notice being given to the Board.
The purpose of the General Assembly is to provide a forum where IPEV Members may congregate and discuss matters relating to the IPEV Members and the Guidelines, and more particularly to pass resolutions on the following matters:
a. the appointment of new members of the Nomination Committee in accordance with clause 5.2 of the Agreement;
b. the approval of the Board Member nominees and/or renewals recommended by the Nomination Committee in accordance with clause 5.1 of
the Agreement. Any resolution of the General Assembly pursuant to clause 4.3(b) of the Agreement shall be in the form of either an
endorsement or a rejection of all of the candidates recommended to that meeting by the Nomination Committee and the General Assembly
shall not be entitled to confirm the appointment of some only of such candidates while rejecting others. In the event that the resolution is a
rejection of the recommended candidates, the Chairman shall ask the Nomination Committee to re-consider their nominations and to present
revised recommendations to a meeting of the General Assembly to be convened as soon as practicable thereafter (but subject to the requisite
notice being given to all members of the General Assembly);
c. the resolution of any disputes or disagreements relating to the Guidelines between a Founding Association or Endorsing Association and the
Board in accordance with clause 6.2 of the Agreement; and
d. the dismissal of the Board, in accordance with clause 3.8(g) of the Agreement.
Decisions of the General Assembly are made by a simple majority vote (more than 50%) of those present (in person or by proxy) and eligible to vote, except as otherwise expressly provided in the Agreement. Each IPEV Member has a single vote, provided that the voting rights of the Founding Associations and Endorsing Associations shall be weighted so that their aggregate voting rights represent at least two-thirds of the aggregate voting rights of all IPEV Members in the General Assembly.
The General Assembly meets at such times and locations as determined by the Chairman, and at least once in every financial year. IPEV Members representing in aggregate at least 50% of all IPEV Members eligible to vote at a meeting of the General Assembly may require the Chairman to convene a meeting of the General Assembly by giving at least 21 days’ notice in writing to the Chairman, together with brief details of the matter to be discussed at the meeting.
Meetings of the General Assembly are convened by the Chairman, who shall give at least 14 days’ notice of the meeting to all IPEV Members, together with details of the matters to be discussed at the meeting. The Chairman shall also act as chairman of meetings of the General Assembly, unless a simple majority (more than 50%) in number of those attending the meeting of the General Assembly shall elect to appoint an alternative chairman for that meeting.