Governance and Legal

Governance and Legal

The resources below have been collated to provide non-executive directors with a knowledge hub.  This brings together relevant climate change materials from regulators, standard setters and other content creators.
Resources are provided based on our Terms and Conditions.

Newly added resources

International Corporate Governance Network

ICGN Viewpoint:  Board of Directors and Climate ChangeOutlines how investors and companies can engage on the systemic risk of climate change whilst also managing COVID-1915 August 2020

Ernst & Young Center for Board Matters
Jean-Yves Jégourel, EY EMEIA Assurance Leader

Eight priorities for boards as they tackle the COVID-19 crisisEY Center for Board Matters has produced Board Agenda 2020. As well as COVID-19, it identifies seven other corporate governance matters that should be strategic priorities for boards and audit committees over the coming months.18 June 2020
Previous reports, analysis and articles
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International Corporate Governance NetworkThe Board of Directors and Climate ChangeBut even in these more climate-savvy companies, the topic is typically “owned” by management, and often lies outside the NEDs’ comfort zone; as such, many directors are quick to downplay it on the grounds that “management’s got this one”. Would they say the same about the audit? About strategy or risk management?15/08/2020
BBC NewsHuge implications to Irish climate case across EuropeThe Supreme Court quashed the government’s 2017 National Mitigation Plan, ruling that it did not give enough detail on the reduction of greenhouse gases. The case was brought by environmental group Friends of the Irish Environment.01/08/2020
Grantham Research InstituteGlobal trends in climate change litigation: 2020 snapshotProvides an updated assessment of known metrics for categorising cases and explores the growing focus in climate cases on human rights and the different strategies used in recent litigation against major fossil fuel companies.03/07/2020
Financial Review
Michael Roddan
Climate disclosure ‘box ticking’ could trigger director lawsuits: KPMGThere is a “real danger” company directors are exposing themselves to litigation by taking a “box ticking” approach to disclosing climate change-related financial risks in annual reports, KPMG warns.01/06/2020
Mark Carney
Governor of the Bank of England, Finance Adviser to the Prime Minister for COP26
The Road to GlasgowThe scale of these requirements is enormous: $3.5trillion in infrastructure investment alone every year for decades. All forms of finance: public, private and blended finance will play a part. Public finance to support a fair and inclusive transition across our economies. Development and blended finance to support adaptation and resilience. And mainstream finance help all companies realign their business models for net zero.
The objective for the private finance work for COP 26 is simple: ensure that every financial decision tasks climate change into account.
EquinitiEquiniti 2020 AGM Season ForecastTo help companies prepare for 2020, the report focuses on Regulatory Impacts; Executive Compensation; Environmental, Social and Governance Issues; Board Accountability, and Shareholder Activism.20/02/2020
WBCSDModernizing governance: key recommendations for boards to ensure business resilienceIn today’s complex and uncertain world, focusing on near-term shareholder value alone is no longer enough to ensure long-term business success. Sustained value creation requires companies to manage business performance to ensure that sustainability matters that affect business value are addressed. At present substantial value is being destroyed by governance systems that fail to address wider sustainability matters affecting the company.29/01/2020
The Investment AssociationShareholder priorities for 2020 – Supporting long term value in UK listed companyThis year the IA has developed expectations on four areas that members believe can be critical drivers of long-term value:
Responding to climate change, Audit quality, Stakeholder engagement, and Diversity.
This document outlines why investors consider these four issues to be important areas of focus for companies this year and also sets out their expectations for change in 2020.
DeloitteA must read for Those Charged With GovernanceInvestors, regulators and other business stakeholders are increasingly demanding better disclosures on climate change matters and challenging companies that are not factoring the effects of climate change into their critical accounting judgements.
Revenues, costs and asset lives could be impacted, and companies will need to reassess their future cash flow forecasts and related management judgements relating to impairment, asset retirement obligations, provisions, going concern and viability statements.
Commonwealth Climate and Law InitiativeDirectors’ Liability and Climate Risk. Australia, Canada, South Africa and the United KingdomThis report represents a high-level summary of the detailed legal analysis contained in four country papers produced by the CCLI on directors’ duties and climate risk in Australia, Canada, South Africa and the UK.01/10/2019
Sabrina Bruno, Full Professor of Private Comparative Law University of Calabria, In Corporate Governance and Research & Development Studies.The World Economic Forum Principles on “Climate Governance on Corporate Boards”: can soft law help to face climate change around the world?Climate change is a financial factor that carries with it risks and opportunities for companies. To support boards of directors of companies belonging to all jurisdictions, the World Economic Forum issued in January 2019 eight Principles containing both theoretical and practical provisions on: climate accountability, competence, governance, management, disclosure and dialogue. The paper analyses each Principle to understand scope and managerial consequences for boards and to evaluate whether the legal distinctions, among the various jurisdictions, may undermine the application of the Principles or, by contrast, despite the differences the Principles may be a useful and effective guidance to drive boards’ of directors’ conduct around the world in handling climate change challenges. Five jurisdictions are taken into consideration for this comparative analysis: Europe (and UK), US, Australia, South Africa and Canada. The conclusion is that the WEF Principles, as soft law, is the best possible instrument to address boards of directors of worldwide companies, harmonise their conduct and effectively help facing such global emergency.01/10/2019
Legal and GeneralA guide to climate governanceL&G: Why should companies disclose the impact of climate change on their business and performance and what governance procedures and disclosures should company Boards put in place to ensure that climate considerations are core, and comprehensively linked, to their business planning and strategy?01/10/2019
World Economic ForumWorld Economic Forum in collaboration. with PWC: How to set up effective climate governance in corporate boards – guiding principles and questionsWhat governance principles are needed to increase directors’ accountability, climate awareness and their commitment to embed climate considerations into Board structures and stewardship?01/01/2019
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