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Governance
For boards to develop a meaningful strategy and plan, climate change needs to be embedded in the board’s governance, structure and composition.

The nature of the business, its existing governance structure and committees, and the climate intentions of the board will all be factors in deciding the most appropriate way to integrate climate change into the business’s governance. In some cases, it may not be about changing governance structures but about ensuring adequate expertise is provided to support existing ones, for example on remuneration or audit.

As the stewards for long-term performance and resilience, the board should determine the most effective way to integrate climate considerations into its structure and committees.

Principle 3 of the World Economic Forum’s Climate Governance Principles

On this page:

Climate governance Board responsibility Roles & responsibilities Sustainability committee Audit committee Remuneration committee
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Climate governance

Governance should be in place to provide effective board level oversight of all aspects of the analysis, planning and implementation of climate-related change.

Explore the World Economic Forum’s How to Set Up Effective Climate Governance on Corporate Boards: Guiding principles and questions, including the eight climate governance principles:

  1. Climate accountability on boards
  2. Command of the subject
  3. Board structure
  4. Material risk and opportunity assessment
  5. Strategic integration
  6. Incentivization
  7. Reporting and disclosure
  8. Exchange

The Chapter Zero Board Toolkit

Our Board Toolkit helps boards structure a discussion about climate change. It explains a five-step process to help protect enterprise value in response to climate change.

The Board Toolkit has two parts: an overview of the implications of climate change on business and an automated tool, called the Board Readiness Check, designed to help your board understand how ready the company is to address climate challenges.

Step 3 of our Board Toolkit explains how to ensure your board is prepared and how to get climate change on the agenda.

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Primer on Climate Change: Directors’ Duties and Disclosure Obligations

Explore the duties and obligations of board directors as they relate to climate change. This Climate Governance Initiative and the Commonwealth Climate and Law Initiative primer includes a section on the UK as well as jurisdictions from around the world.

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Board responsibility

Modernizing governance: ESG challenges and recommendations for corporate directors

By addressing emerging and increasingly relevant impacts and dependencies, boards are better equipped to make informed decisions about strategy and to provide robust oversight while delivering on their fiduciary duties. Explore the relevant factors, including ESG factors that could affect the long-term value, in this WBCSD report.

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2021 AGM Season Forecast: Successful AGMs in the pandemic and beyond

Equiniti’s annual report highlights the key themes companies need to consider in preparing for their AGMs.

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Roles & responsibilities

Lessons from the Chair: A Decade of Climate Risk & Opportunity

Watch Richard Gillingwater reflect on his tenure as SSE Chair, discuss the key challenges and offer advice to boards and chairs as they navigate the risks and opportunities associated with climate change.

The search for climate change competence

This Fidelio blog explores climate emergency and board upskilling, and how climate change is permeating the work of the Board.

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Sustainability committee

What we’ve learned from Sustainability Committee Chairs

Read insights from discussions with Chapter Zero members as they navigate the role their committee plays in progressing the board’s climate plans.

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Audit committee

Watch – Climate change response: The impact on the Audit and Risk Committee

In our event with Deloitte and ACCIF explore:

  • Updates on climate related reporting requirements
  • Insights from an audit committee chair
  • Expectations of the investor
  • The external audit procedures to plan for.

TCFD reporting requirements and assurance considerations: A guide for audit committees

What questions should audit committees ask to ensure that TCFD is embedded across the organisation? Use this guide from Deloitte to support you in your journey towards compliance with TCFD disclosure requirements.

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Organisations’ preparedness for climate change: An internal audit perspective

There are many actions that internal audit functions can and should take now to begin their climate change journeys. Explore key findings, questions, actions and case studies in this report by the Chartered Institute of Internal Auditors.

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Remuneration committee

The role of the Remuneration Committee Chair: Defining KPIs for the ‘E’ in ESG

As companies publish their carbon reduction targets, investors increasingly expect Remuneration Committees to take these targets into account when incentivising the executive. Our webinar, in partnership with Fidelio, explored the role of the Remuneration Committee in translating carbon and environmental targets into meaningful KPIs.

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