2016 annual tpg ges report - TPG Capital GES Report... · 2016 ANNUAL TPG GES REPORT. 2 TABLE OF CONTENTS ... This 2016 TPG GES Report highlights the outcome of ... Yammer web portal

2016 ANNUAL TPG GES REPORT

2

TABLE OF CONTENTS

TABLE OF CONTENTS

FOREWORD FROM TPG LEADERSHIP 3

RESPONSIBLE INVESTORS 4

GLOBAL ENVIRONMENT: GLOBAL BUSINESS 6

SOLUTIONS CAPITAL 7

ASSESSMENT AND IMPACT 8

POWER OF THE NETWORK 10

GOVERNANCE 11

ENVIRONMENTAL 12

SOCIAL 15

EXIT CASE STUDY 17

COMMUNITY 19

FORESIGHT 20

3FOREWORD

FOREWORD FROM TPG LEADERSHIP

Sustainability and ESG is a dynamic element of TPGs investment business. Our investment focus spans the globe, and we work on almost every continent and in every economic sector. Our world and the environments, the social contexts, the legal and governance systems within which we and our investors operate, change constantly and change rapidly. Governance is a priority for TPG and, in fact, we believe GES instead of ESG is a more appropriate acronym, thus the title of our report.

Sustainability and ESG is an important aspect of our business, and our strong core principles and practices enable us to address these issues in an integrated way across the Firm. Such decisions are incorporated into our investment decisions through rigorous due diligence, governance, management and operation of our portfolio companies. We strive to be systematic to measure our results and to be transparent. We engage in active discussions with our investors and limited partners to align with their interests in, and perspectives on, Sustainability and ESG.

We have a dedicated team of professionals who have the responsibility to advance these principles and practices within the firm and our portfolio companies. We recognize the value of the embedded wisdom and experience on Sustainability and ESG and we share that knowledge and best practices with all our portfolio companies, with whom we are partners on this initiative.

This 2016 TPG GES Report highlights the outcome of our activities over the past year. We continue to make

substantial progress in learning how ESG due diligence in the investment process can not only mitigate risk but also how it can identify opportunities to create value. We are also working both deeper and more broadly across our portfolio companies to create greater impact and value, not only by reducing costs and improving resource efficiencies, but also by increasing our focus on supply chain issues, tapping employee interest and engagement, and responding to increasing customer preferences. Case studies are also included to show how some of the leadership of our portfolio companies, have helped to address important environmental or social issues, and contribute to constructive solutions.

Looking ahead, we remain focused on our responsibility to earn a great return for our investors as well as aligning with our investors expressed interests and desire to address important issues. We believe that our Sustainability and ESG Program plays an essential role in fulfilling that mission.

We are deeply committed to the view that investment capital and our ability to deploy it has a critical role to play in addressing challenges, needs and human aspirations in vital areas such as education, healthcare, access to capital and economic opportunities, transportation and communications, energy, adequate and clean water, clean air, and waste disposal. We see a positive opportunity for TPG and our focus on Sustainability and ESG to have an impact on these issues, and, as we address these dynamic challenges, we will continue to dedicate and leverage our global expertise and network.

David Bonderman Chairman and

Founding Partner

Jon Winkelried Co-Chief Executive Officer

and Partner

Jack Weingart Managing Partner,

TPG Funding

Jim Coulter Co-Chief Executive Officer

and Founding Partner

Jonathan Coslet Chief Investment

Officer and Partner

Jerome Vascellaro Chief Operating

Officer and Partner

The Dynamic Nature of Sustainability and ESG

4RESPONSIBLE INVESTORS

RESPONSIBLE INVESTORS

Sustainability and ESG Highlights

Since its founding, TPG has focused on responsible investing through the life cycle of our private equity investments. TPG has dedicated full-time resources to support its long-standing commitment to the Sustainability and ESG Program.

The Firms Global Sustainability and ESG Policy (as described below) does not take a one-size-fits all approach. We seek to be opportunistic where ESG initiatives can assist in creating enterprise value.

70TPG colleagues that

sit on non-profit boards

48Sustainability and ESG Performance Self-Assessment 3.0 Participants

30%Increase in Annual Self-Assessment

participants versus 2014

8Sustainability

Leadership Council summits held

90Portfolio companies

engaged on Sustainability

and ESG initiatives

100+Members on TPG

Sustainability Leadership Counsel portfolio company

Yammer web portal

TPGs Global Sustainability and ESG Policy

TPGs Sustainability and Environmental, Social, and

Governance (ESG) Program supports the Firms long-

standing consideration of environmental, health and

safety practices in due diligence, investment decisions,

and operations. The broad set of Sustainability issues

(including social and governance issues) have material

influence on TPG Capitals assessments of risk, valuation,

profitability, and opportunity, across the portfolio.

TPGs commitment is to: Incorporate Sustainability and ESG

considerations into our investment diligence

and decisions

Ensure that Sustainability and ESG practices

are implemented and that measurable results

are achieved in our companies and

our operations

Strive for greater transparency from

our companies

Our focus on Sustainability and ESG issues enables: Better investment decisions

Enhanced results for investors, portfolio

companies, stakeholders and TPG

TPG companies to be better global citizens

OWNERSHIPPRE-INVESTMENT EXIT

5

1 4

2 5

3 6



To further our commitment to responsible investment and support the need for greater transparency within the industry, TPG became a signatory to the United Nations-backed Principles for Responsible Investment (PRI) in 2013.

How TPG Aligns with the 6 PRI Principles

We will incorporate ESG issues into investment analysis and decision-making processes

We will promote acceptance and implementation of the Principles within the investment industry

We will be active owners and incorporate ESG issues into our ownership policies and practices

We will work together to enhance our effectiveness in implementing the Principles

We will seek appropriate disclosure on ESG issues by the entities in which we invest

We will each report on our activities and progress towards implementing the Principles

TPG Global Sustainability and ESG Policy

ESG due diligence and Investment

Review Committee

Tools, guidelines and training

Regular dialogue with limited partners

Working with industry bodies

Public speaking engagements

Dedicated Sustainability and ESG team

Portfolio Company engagement

and monitoring

Annual Sustainability and ESG

Performance Self-Assessment

Share best practices

TPG-led annual conferences

PRI Advisory Committee

PRI framework

TPG website: external and internal

Annual GES report

Establish, measure and report on

progress of ESG policies

Report through a TPG portfolio company

work plan and framework

Public disclosure of information

6GLOBAL ENVIRONMENT

GLOBAL ENVIRONMENT: GLOBAL BUSINESS

Our extensive network is comprised of well-established teams and long-term, local relationships around the world. We recognize that the changes in the global environment affect our global business. As we grow and become more diverse, we will continue to ensure that Sustainability and ESG are integrated into all aspects of our Firms business and global matters of interest, as highlighted below, are addressed and widely understood.

Shaded areas represent countries in which we have invested

17 offices worldwide in 11 countries

Over 475 professionals

Over 30 nationalities represented

A Truly Global Organization

MONTREAL: CARBON PLEDGE

USA: THE CLEAN POWER PLAN

PARIS: COP21 AGREEMENT CARBON PLEDGE

UK: ESOS, CRC, MODERN SLAVERY ACT

TPG AT WORLD ECONOMIC FORUM IN DAVOS

ASIA: RESPONSIBLE SUPPLY CHAIN

AUSTRALIA: RENEWABLES

7

Environmental, Social and Governance Due Diligence

Network and Community Building

Sustainability and ESG Portfolio Company Program

Key External Stakeholder Relationships and Reporting

SOLUTIONS CAPITAL

TPGs Alternative & Renewable Technologies (ART) growth-equity platform, is dedicated to partnering with companies that deploy

novel business models and technologies to reduce

environmental impact and promote resource efficiency.

With approximately $250 million in assets under

management as of March 31, 2016, TPG ART looks to

help develop companies in multiple sectors, including

but not limited to renewable power generation, energy

efficiency, environmental services, waste management,

agriculture, and industrial technologies.

FEATURED STORY Fortune highlights Bono and TPGs SatyaFEATURED STORY Anuvia

SOLUTIONS CAPITAL

At TPG, we are investors who provide the capital, expertise, and support our partners need to reach their full potential and create greater possibilities. We believe great investments and great returns come from building true partnerships with the leaders, innovators, and companies in which we invest. Integrated into our overall strategy, is our approach to Sustainability and ESG.

TPG Growth

Founded in 2007 to specialize in growth equity and

middle-market buyout opportunities. As of

March 31, 2016, TPG Growth manages more than $7

billion in assets across a variety of sectors including

media, technology, and industrials.

TPGs Sustainability and ESG Key Themes and Strategies

8ASSESSMENT AND IMPACT

ASSESSMENT AND IMPACT

Dynamic Elements of our ESG Program

While our Sustainability and ESG Program has been in place for many years, our approach and tools remain flexible and dynamic given our firms growth and changing market conditions.

What kind of deal is this?

What kind of company is this?

Thoughtful

Balanced

DESCRIPTION

What data do we need?

Relevant

Concise

Full Transparency

DATA

Have we aired all important points?

Even-handed

Balanced

Provocative

DISCUSSION

Who believes what?

Pressured discourse with respect

Experiential wisdom

DEBATE

What is the best answer for the firm?

All voices heard

Be prepared for all outcomes

Live with it

DECISION

The 5 DS of TPG Diligence

The Investment Review Committee (IRC) an inclusive body where all

persons involved in the investment process are invited to participate.

ESG factors are incorporated into the TPG due diligence process

which is embedded in the Investment Review Committee.

The Sustainability Leadership Council

made up of representatives of portfolio companies engaged in sustainability practices: the function of the council is to enable leaders to

share best practices, drive results, reduce costs, and identify cross-portfolio opportunities

An ESG Framework highlighting leading practices and

opportunities for value creation

An ESG Workplan

consisting of 3-4 actionable opportunities to be implemented

in collaboration during TPGs ownership period

CEO and Portfolio Company Sustainability Awards

An Annual Sustainability and ESG Performance

Self-Assessment

consisting of 40 questions, sent to all portfolio companies

in the Sustainability Leadership Council SLC

An ESG Program Summary

that aggregates our Sustainability and ESG work together during our

ownership period

9ASSESSMENT AND IMPACT

ASSESSMENT AND IMPACT

TPGs Sustainability and ESG Performance Self-Assessment and Framework Analysis

A systematic process: as a part of TPGs Sustainability and ESG Program, portfolio companies are asked to:

Establish ESG policies

Participate in the TPG Sustainability and ESG Leadership Council

Complete an Annual Sustainability and ESG Performance Self-Assessment, Framework Analysis and Workplan

Measure and report on the progress of their goals and action plans

Through the Sustainability and ESG Performance Self- Assessment and Framework Analysis process, we are able to

determine the current state of the program and where we can focus initiatives to drive progress and value.

1 32 4

ANNUAL SELF-ASSESSMENT ESG WORK PLANESG FRAMEWORK COMMUNICATION

OBJE

CTIV

ESIN

SIGH

TS /

EXA

MPL

ES1

Measure Performance and Identify

Portfolio Trends

Third annual

assessment

40 questions

in assessment

30% increase in

respondents

since 2014

GES Report

Annual conference

PC Webinars

Present Leading Practices and Opportunities

Collaborate on 3-4 Actionable

Initiatives

Track and Share ESG Performance and Lessons Learned

Sustainability Assessment Dashboard

1. The logos displayed are a few examples of the TPG portfolio companies participating in the Assessment and Framework process. Portfolio companies were selected for non-performance based reasons

The TPG Sustainability Assessment Dashboard integrates portfolio company ESG data populated from the annual self-assessment, alongside financial data and general company statistics.

10POWER OF THE NETWORK

POWER OF THE NETWORK

Sponsors for Educational Opportunity

TPG LEVERAGE PROCUREMENT

TPG FEATURED HIGHLIGHT

Veterans Initiative Summit

TPG served as co-host with The Blackstone Group, The Carlyle Group and KKR at a

summit in October 2015 to share best practices of veteran hiring programs including

those of the following TPG portfolio companies: Taylor Morrison, Uber, Enlivant, Ride,

Jonah Energy LLC, and Caesars Entertainment. The Summit convened representatives

from the White House, U.S. Military, the U.S. Departments of Labor and Veterans Affairs,

private equity portfolio companies, and the U.S. First Lady Michelle Obama, to advocate

and advance veteran hiring, retention, and career development.

11GOVERNANCE

The way private equity works, with the governance structure, we can push things down into our supply chains so not just our investments but the entire ecosystem within which we operate. If we do so, the noise were making today, which is beginning to permeate the industry, will transform into truly deep impact for years to come and differentiate the industry as one that cares.

Jim Coulter: think GES, not ESG TPG Co-CEO and Founding Partner, 2014

Governance is a priority for TPG and, in fact, we believe GES instead of ESG is a more appropriate acronym, as stated by Jim Coulter in his 2014 keynote at the Private Equity International Responsible Investment Forum. Governance is critical during our due diligence phase of investment, to the structure of our investments and in the ongoing management of our portfolio companies.

As part of our annual portfolio company Sustainability and ESG Self-Assessment, we also dedicate a section to Governance. This allows us to understand our portfolio companies most important governance issues, determine their levels of transparency and stakeholder engagement, and helps us actively manage risk and opportunity.

There are two reasons for companies to operate sustainability. One is economical because it can help you reduce costs the other is business ethics because you want to do business in a positive way.

Charles Bouaziz Ontex CEO, 2015

If you dont get the governance right, then you dont even get to really talk about the environmental and social.

Beth Lowery TPG Capitals ESG Head, 2016

GOVERNANCE

12ENVIRONMENT

Results:

Supporting a cohesive corporate sustainability strategy

Creative material reusage

Potential impact on strong client relationships

Health and wellness in the workspace

Transforming employee commuting to a sustainable green solution

Reduced CO2, less waste, lower pollution

Long term vision to change the face of commuting in America aiming to take 1 million cars off the road

Energy Foundation Frog Design Recology

FEATURED HIGHLIGHTRides Ann Fandozzi on Carpooling Bloomberg

ENVIRONMENTAL

COLLABORATIVE, GREEN SPACE DESIGN

Helping Cushman & Wakefield clients integrate sustainability and creativity into corporate spaces to maximize collaboration and wellness

Note: case study examples are TPG portfolio companies. Portfolio companies were selected for non-performance based reasons

13ENVIRONMENT

HEALTHY PEOPLE, HEALTHY COMMUNITIES, HEALTHY PLANET

Using innovation to reduce the corporate footprint, while building and maintaining smart facilities

Results:

Water: 20% reduction beyond code for clubs

Energy efficiency: 20% improvement on a per club basis versus 2010 baseline

56% reduction in lighting W/sq ft; $2.75M annual savings

Renewables: solar system installation offsetting 20% electricity load

PROACTIVELY ENGAGING WITH STAKEHOLDERS

Collaborating with governmental officials and NGOs to protect wildlife and reduce emissions while driving business value

Results:

Reduction of fugitive methane emissions from operations

Wildlife protection and collaboration with the U.S. Department of the Interior, Wyoming, and NGOs approval of new development plan while protecting sage grouse

Investing in local communities and creating resource solutionsJonahs Paul Ulrich with U.S. Secretary

of the Interior Sally Jewell

ENVIRONMENTAL


14ENVIRONMENT

One of our Environment and Community Policy commitments is the systematic identification investigation, evaluation and reporting of natural resource reduction and energy efficiency improvement opportunities.Alinta Sustainability Report 2014-2015

SOLAR STANDARD

Integrating solar panels as part of a standard build package for new homes in select California communities

Results: Created solar energy relationships with leading solar providers

Offsetting each new homes energy usage with renewables, and enabling thousands of dollars of cost savings for each new home buyer

Potential brand differentiation

MAKING RENEWABLE ENERGY MORE AFFORDABLE

Securing Large-scale Generation Certificates (LGCs), under Australias Renewable Energy Target

Results: Solar This Summer Program gives residential customers

the option to buy or lease a solar system (between 1kW and 5kW) at attractive discounts

Transitioning company towards a lower carbon economy through development of additional retail solar products

Growing business through creating and capturing growth opportunities in the Western Australian market

Development of public sustainability reporting

ENVIRONMENTAL


15

Uber raised over half a million dollars for No Kid Hungry through the app, donated over $200,000 to the American Red Cross to aid disaster relief efforts, and ran hundreds of campaigns in cities across the world including collecting gently-used clothing for Goodwill, delivering free flu shots with trusted medical partners, and donating time and funds to local charity organizations.

SOCIAL

SOCIAL

Initiative: Social / Philanthropy

Example: Sabre signature corporate responsibility program implemented, Passport to Freedom initiative to end human trafficking.

FEATURED HIGHLIGHT

Results:

Survivor Scholarships program implemented (new application process re-opened January 2016)

Increase awareness and education through online training course

Advocate for legislation change, and provides opportunities for leaders to collaborate

Collaborating with leading organizations (e.g. Marriott, UNESCO) to educate travelers on human trafficking through Be a Responsible Traveler.

FIGHTING HUMAN TRAFFICKING

Sabres Passport to Freedom Program unites the travel and tourism industry against human trafficking and slavery

SHOP, REUSE, REIMAGINE

Improving lives through the power of reuse

2015 Results: Diverted more than 650 million lbs of reusable goods from entering the waste stream

Paid 120 non-profit partners (e.g. Epilepsy Foundation, Big Brothers Big Sisters) more than $140M

Sold quality goods at affordable prices: nearly 96% of retail items sold at Savers stores are under $10

Published a Community Impact Report


16SOCIAL

DONATION PARTNERSHIP WITH SAVERS

Providing LifeStorage customers the opportunity to donate storage items to Savers nonprofit partners

Results:

Turning costs at LifeStorage into revenue stream at Savers

LifeStorage customers are given coupons to Savers and donation slips

Benefits: cost savings; client donation and business differentiator

SOCIAL

FOUNDATION AND INGREDIENT TRANSPARENCY 10% of total Chobani profits are

donated to charities through

the Chobani Foundation

Non-GMO ingredients; committed to transparency and supports GMO labeling effort

Works with farmers who share its values and sense of community; local sourcing from nearly 900 local farmers from Chenango County, New York, to Twin Falls, Idaho

10% of profits are donated to the Chobani Foundation; focused on democratizing food and empowering local communities


17EXIT CASE STUDY

EXIT CASE STUDY

TPG and Ontex management worked together on identifying efficiency opportunities and Ontex identified and shared best practices with TPGs Sustainability Leadership Council

Product innovation, certification, recycling and reduction in energy costs were significant in unlocking value and contributing positively to value creation

1. PEFC Sustainable Forest Management Certified 2. ISO 14001 Environmental & Energy Management systems 3. ISO 50001 Environmental & Energy Management systems Note: Case study facts publicly available through Ontex Sustainability report

TPG invests in Ontex and underwrote meaningful ops improvement case

Multi-site certification to ISO 140012 in place

Environmental policy in place

Introduction of FSC ecolabel in place

Ontex presents at 2012 TPG Sustainability Leadership Council Summit, sharing best practices and goals

Roll out of ISO 50001 certified energy management system

Ontex adopts first sustainability charter, first occupational health and safety policy and introduces PEFC1 ecolabel

First plant certified to ISO 500013

Environmental Department renamed Sustainability Department with broader focus

Ontex receives Green Brand Award - Moltex (diapers) & Environmental Product Development certificate for product life cycle transparency -Serenity product

ISO 14001 certification Istanbul and Ortona plants

First Report under Global Reporting Initiative guidelines

Ontex task force ranks most material sustainability issues

ESG Summary:

More than 90% off fluff pulp eco-labelled

53% manufacturing plants PEFC or 27% FSC chain-of-custody certificates

Lean and Green award for commitment to reduce CO2 emissions of logistical activities by 20% in Europe from 2013-17

TPG exits the Ontex investment at an approximate 50% increase in EBITDA multiple and approximately 25% higher earnings

JULY 2010

MARCH 2014

18EXIT CASE STUDY

EXIT CASE STUDY

TPG and Petco management worked together to establish Petco sustainability initiatives and identify leadership opportunities.

Sustainable products, energy efficiency and supply chain focused on natural resource conservation contributed to value creation

1. LEED Leadership in Energy and environmental Design I 2. RILA Retail Industry Leaders Association 3. LOHAS Lifestyle of Health and Sustainability I 4. WWF World Wildlife Fund

DECEMBER 2009

MARCH 2016

TPG invests in Petco and identifies opportunities for efficiency and industry leadership in sustainable partnerships

Planet PETCO launched to offer natural products for the LOHAS3 eco-conscious customer

EPA ENERGY STAR leader; first LEED1

store

Expanded water, waste, energy, recycle programs

2011 hosted TPGs Fourth Annual Sustainability Leadership Council in San Diego HQ

Supply chain accountability audits initiated

VP Sustainability and Energy manager hired

Operational improvements: recycling, logistics, paper and packaging reduction

1% for the Planet donating 1% of gross sales from Planet Petco products to environmental causes

Growth of natural, organic product line integrate consumers ESG requirements

Founding member Pet Industry Sustainability Coalition

Leading role in Retail Sustainability Initiative of RILA2

Collaboration with WWF4 bringing together manufacturers, retailers, NGOs and other stakeholders to address pet food sustainability

ESG Summary

Solar System at Petco San Diego HQ

Decrease of energy use of 10.2% as a % of sales since 2008

40% waste diversion rate in stores

100% of coral and live rock and 33% of marine species sold in Petco stores are aqua-cultured

Named to Worlds Most Ethical Companies list 2012-2016

TPG exits the Petco investment at an approximate 19% increase in EBITDA multiple

19COMMUNITY

220 participants in volunteer events, examples include:

COMMUNITY

At TPG, our Founders have created a culture of making

the right choices, throughout TPGs investment

cycle and by actively engaging with our portfolio

companies. We make it about personal choices, rather

than corporate responsibility, encouraging everyone to

become personally involved.

Social Impact is a TPG global initiative focused on

enabling TPG employees to make a tangible difference

in their local communities while creating growth and

leadership opportunities. At TPG we invest in building

TPG Culture

long-term value that benefits all stakeholders. Included

in our values is a sense of shared responsibilities and

commitment to the environment. As individuals, TPG

employees serve on several governing and advisory

boards of local, national and international non-profit

organizations dedicated to environmental effort. TPG

also provides grant funding to local and national

nonprofits supporting our employees

active engagement.

Leadership and Engagement Grants Random Acts of Kindness

TPG-in-Action Events

2015 Impacts

11 Acts nominated by 15

people including:

Myanmar flood disaster

Nepal earthquake

Remembrances of friends and family of the firm

23 grants in support of 70 boards memberships across the firm,

including organizations focused on:

Education

Health

Social services

Environmental issues

Public policy

International aid

Diplomacy

East Harlem Tutorial Program in New York

Swords for Plowshares Care Package Backpacks for Veterans

Care Packages for Troops

20FORESIGHT

FORESIGHT

Following TPGs 2015 GES report, we wanted

this year to provide further information regarding

our Sustainability and ESG program, as well

as highlighting some of the more innovative

aspects of our strategy. We hope that this report

provides you with meaningful insight.

In 2016, the Sustainability and ESG team

continues to work with our Firms Leadership

to broaden and deepen the integration of the

Sustainability and ESG program across TPG

Global, as part of the overall Firm strategy

and long standing commitment to responsible

investing. As the firm continues to grow, we also

continue to harness strong internal awareness

through ESG training, document templates, Firm

updates, a new sustainability dashboard and

regular dialogue.

Looking forward, we will continue to create

ESG value for our investors, through both the

Firms and our portfolio companies global

ecosystems. We will continue to proactively

work with deal teams on ESG due diligence

and with our operating professionals and

leverage procurement team on portfolio

company sustainability performance and

initiatives, through our systematic assessment

and framework process. We will strive for

greater transparency though reporting and

disclosure, including submitting TPGs annual

PRI framework report, along with our own GES

report. And we will continue to work across the

TPGs platforms and geographies.

TPG is committed to our work within the private

equity industry, driving responsible investment

to create measurable business value. We

understand the importance of Sustainability and

ESG for the Firm, for our portfolio companies,

and for our limited partners. As the industry

collaborates on global issues such as climate

change, we will also continue to collaborate,

leveraging our knowledge, skill set and global

network to encourage long-term ESG integration.

As we firmly believe that the richness of the work

we do is often best shared through dialogue,

the team welcomes the opportunity to further

discuss any of the topics covered in this report.

Private equity is nothing but investing with a

really interesting toolkitESG has a special place

in the toolkit and has to be absolutely core to

what we do.

1. Jim Coulter, TPG Founding Partner, June 19, 2014, PEI Conference, London

William Reilly Edward Norton Kirk HourdajianElizabeth Lowery Emily Croft-Baker

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2016 annual tpg ges report - TPG Capital GES Report... · 2016 ANNUAL TPG GES REPORT. 2 TABLE OF CONTENTS ... This 2016 TPG GES Report highlights the outcome of ... Yammer web portal