Governance structures and committees

In this Institute of Directors blog, Tina Mavraki, climate and ESG governance advisor, looks at best practices in climate transition governance.

Audit Committees play a vital role in catalysing climate action. From overseeing the assurance of sustainability data to mobilising reporting frameworks to deliver strategic direction beyond compliance, these committees are important, especially in relation to understanding and managing risk.

It is a tough time to be driving forward sustainability initiatives, as many other issues are threatening to crowd out the climate conversation. In parallel, physical risks are becoming increasingly material across supply chains and impacting insurability, and investors and regulators are scrutinising transition plans to ensure that the companies they work with are fit for the future. Amid this uncertainty, the relationship between chief sustainability officers (CSOs) and non-executive directors (NEDs) is key to refocusing dialogues about sustainability as a strategic driver of growth and long-term value.

Few roles sit at the intersection of the board and the executive quite like the company secretary. In climate governance, that positioning can be invaluable. Jayasri Prasad is a senior governance and sustainability leader with over two decades’ experience in a FTSE 100 organisation, including company secretary roles across group entities and board-facing work within the secretariat at group headquarters. She also serves as a non-executive director and trustee on nature and climate boards. She makes the case for why the role is better placed than most to strengthen climate governance.

Over the past year, Chapter Zero has held a series of dialogues in which ESG Committee Chairs and members have shared exclusive insights into the issues top of the agenda for them, shining light on the ways in which the ESG Committee can accelerate momentum and drive meaningful change. A year into these dialogues, we reflected on what the role of the ESG Committee is now and what it might look like in the future with Chapter Zero Fellows and ESG Committee Chairs: Devyani Vaishampayan, Claire Hawkings, and Tracey Kerr, who have facilitated these peer dialogues.