1、How to Set Up Effective Climate Governance on Corporate Boards Guiding principles and questions January 2019 In collaboration with PwC World Economic Forum 91-93 route de la Capite CH-1223 Cologny/Geneva Switzerland Tel.: +41 (0)22 869 1212 Fax: +41 (0)22 786 2744 Email: contactweforum.org www.wefor
2、um.org 2018 World Economic Forum. All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means, including photocopying and recording, or by any information storage and retrieval system. 3How to Set Up Effective Climate Governance on Corporate Boards F
3、oreword Executive Summary Global Context Climate Governance Principles and Guiding Questions Outlook and Conclusion Appendices: 1. Legal perspective 2. Investor perspective 3. Design of the principles and consultation process 4. Glossary of terms Contributors Endnotes 5 6 7 11 18 19 19 21 22 23 25 2
4、6 Contents 4How to Set Up Effective Climate Governance on Corporate Boards 5How to Set Up Effective Climate Governance on Corporate Boards Foreword Climate change is visibly disrupting business. It is driving unprecedented physical impacts, such as rising sea levels and increased frequency of extrem
5、e weather events. At the same time, policy and technology changes that seek to limit warming and reduce the associated physical impacts can also cause disruption to business. As with any form of disruption, climate change is creating and will continue to create risks and opportunities for business i
6、n a diverse number of ways. This disruptive relationship between climate change and business is already receiving increased attention. This has been prompted by the Paris Agreement, the emergence of climate-related legislation, the recommendations of the Financial Stability Boards Task Force on Clim
7、ate-Related Financial Disclosures (TCFD) and, most recently, the heightened awareness of physical impacts and risks detailed in the Special Report of the Intergovernmental Panel on Climate Change (IPCC) on Global Warming 1.5C. In light of this attention, investors, regulators and other stakeholders
8、are challenging companies to demonstrate an integrated, strategic approach to addressing climate-change risks and opportunities. An important element in ensuring that climate risks and opportunities are appropriately addressed is the important duty that boards of directors have for long-term steward
9、ship of the companies they oversee. However, to govern climate risks and opportunities effectively, boards need to be equipped with the right tools to make the best possible decisions for the long-term resilience of their organizations. The goal of this work is to propose tools that can be useful fo
10、r the board of directors to steer climate risks and opportunities: the governance principles are designed to increase directors climate awareness, embed climate considerations into board structures and processes and improve navigation of the risks and opportunities that climate change poses to busin
11、ess. By providing a compass to enable more effective climate governance, this initiative strives to contribute to the Forums Compact for responsive and responsible leadership and to sound an urgent call to action for purposeful stewardship from and for the most prominent custodians in corporations:
12、their board of directors. Dominic Waughray, Managing Director Centre for Global Public Goods, Member of the Managing Board, World Economic Forum Jon Williams, Partner, Sustainability and Climate Change, PwC The vision and action of Directors, CEOs and senior-level executives is fundamental to addres
13、sing the risks posed by climate change and delivering a smooth transition to a low-carbon economy. Materials, such as this new World Economic Forum report, that support Boards and Executives understand how to deliver on the TCFD can help foster a virtuous circle of adoption, where more and better in
14、formation creates imperatives for others to adopt TCFD and for everyone to up their game in terms of the quality of the disclosures made. Mark Carney, Governor, Bank of England and former Chair, Financial Stability Board 6How to Set Up Effective Climate Governance on Corporate Boards Executive Summa
15、ry The links between climate change and business are becoming increasingly evident and inextricable. Business decisions and actions will slow or accelerate climate change, and climate change will drive risks and opportunities for business. Increasingly, board directors are expected to ensure that cl
16、imate-related risks and opportunities are appropriately addressed. However, limited practical guidance is available to help board directors understand their role in addressing these risks and opportunities. On the one hand, good governance should intrinsically include effective climate governance. T
17、o this point, climate change is simply another issue that drives financial risk and opportunity, which boards inherently have the duty to address with the same rigour as any other board topic. On the other hand, climate change is a new and complex issue for many boards that entails grappling with sc
18、ientific, macroeconomic and policy uncertainties across broad time scales and beyond board terms. In this regard, general governance guidance is not necessarily sufficiently detailed or nuanced for effective board governance of climate issues. This work seeks to provide useful guidance to boards, ac
19、knowledging that climate governance is both integral to basic good governance and fraught with complexity. The result is a set of principles and questions to guide the development of good climate governance designed to help the reader practically assess and debate their organizations approach to cli
20、mate governance and frame their thinking about how the latter could be made more robust. The principles and guidance build on existing corporate governance frameworks, such as the International Corporate Governance Networks (ICGN) Global Governance Principles, as well as other climate risk and resil
21、ience guidelines, such as the recommendations of the Financial Stability Boards Task Force on Climate- Related Financial Disclosures (TCFD). The drafting process involved extensive consultation with over 50 executive and non-executive board directors, as well as important organizational decision-mak
22、ers, including chief executives, and financial and risk officers. Input was also gained from experts from professional and not-for profit organizations. This consultation took place through a series of face-to- face and phone interviews over the course of four months, helping to shape and test the p
23、rinciples and guiding questions. This paper opens with details on the global climate context, addressing changing regulations and increasing expectations of boards in the climate arena. The bulk of the paper presents the eight climate governance principles and their associated guidance. The eight pr
24、inciples are not presented in order of priority or in a fixed sequence, but do follow a logical flow and build upon each other. For example, principles 14 lay the foundation for Principle 5, and principles 68 help facilitate the endurance of attention to climate-change issues in the long term. To ma
25、ke these principles practical and applicable, each principle is accompanied by a set of guiding questions that will help a company identify and fill potential gaps in its current approach to governing climate. The paper is also supported by chapters that provide additional technical legal and invest
26、or context in the Appendix. Principle 1 Climate accountability on boards Principle 2 Command of the subject Principle 3 Board structure Principle 4 Material risk and opportunity assessment Principle 5 Strategic integration Principle 6 Incentivization Principle 7 Reporting and disclosure Principle 8
27、Exchange This initiative sought to make these principles both broadly applicable and practically useful for organizations. However, these principles should not be taken as universally applicable to all companies across sectors and jurisdictions. Moreover, they do not intend to be specifically prescr
28、iptive in any way. Rather, the hope is that they will serve as tools to help elevate the strategic climate debate and drive holistic decision-making that includes careful consideration of the links between climate change and business. As business leaders, we have an important role to play in ensurin
29、g transparency around climate-related risks and opportunities, and I encourage a united effort to improve climate governance and disclosure across sectors and regions. Bob Moritz, Global Chairman, PwC 7How to Set Up Effective Climate Governance on Corporate Boards Global Context Climate policy, scie
30、nce and economics Leaders from 184 nations have ratified the Paris Agreement and pledged to take action to keep global temperature rise “well below” 2C above pre-industrial levels, and to pursue efforts to limit the increase to 1.5C. This agreement is the outcome of more than two decades of diplomac
31、y and serves as a landmark in signalling a global transition to a low-carbon economy. The agreement came into force on 4 November 2016. To date, it has been ratified by 184 Party countries1. These countries are now in the process of implementing their national climate plans (known as nationally dete
32、rmined contributions or “NDCs”) that they submitted voluntarily under the Paris Agreement. Implementation of these NDCs requires countries to enact policies and legislation to curb emissions. Under the Paris Agreement, countries are also expected to “ratchet up” the ambition of their NDCs over time
33、to stay well below the 2C warming limit (current NDCs limit warming to only 2.6C3.2C),2 see glossary for details. 1850 007 -0.4 -0.2 0 0.2 0.4 0.6 0.8 Upper Median Lower Source: Hadley Centre (HadCRUT4)OurWorldInData.org/co2-and-other-greenhouse-gas-emissions CC BY-S
34、A Figure 1: Global temperature anomaly from 1850-1990 average Despite the Paris ambitions and latest warnings3 of catastrophes associated with 1.5C of warming4, global temperatures continue to rise, as seen in Figure 1. Without swift economic transformation, chances of keeping warming below 2C dimin
35、ish and risks of physical climate-change impacts increase.5 Many of these impacts are already being seen, including increased incidents of heatwaves, fires, storms and flooding.6 In fact, financial losses from extreme weather events in 2017 reached an all-time annual record of $320 billion.7 In ligh
36、t of this scientific and economic evidence, many risk experts and business leaders are beginning to understand the diversity and seriousness of the risks climate change will pose. In fact, over the past five years, corporate leaders have consistently rated climate change and extreme weather as the t
37、op macroeconomic risks over the next ten years in terms of both impact and likelihood in the World Economic Forums annual Global Risks Report8 (see Figure 2). 8How to Set Up Effective Climate Governance on Corporate Boards Figure 2: Global Risk Map 2009-2019 (Impact)It is estimated that between now
38、and 2100, thepotential financial lossesarising from climate change could run from $4.2 trillion to as much as $43 trillion9, versus a total global stock of manageable assets worth $143 trillion. At the same time, climate-change adaptation and mitigation are also predicted to generateinvestment oppor
39、tunitiesworth up to $26 trillion between now and 2030.10 9How to Set Up Effective Climate Governance on Corporate Boards Disclosure, regulatory and investor trends and the implications for business Despite the growing recognition that climate change will cause disruption to business as usual, reliab
40、le information detailing how companies manage climate-related risks and opportunities has been “hard to find, inconsistent and fragmented”.11 In response to this, the Financial Stability Board established the Task Force on Climate-Related Financial Disclosures (TCFD) in 2015 to develop guidance for
41、companies in disclosing clear, comparable and consistent information on the financial risks and opportunities presented by climate change. The final recommendations, released in June 2017, were designed to mainstream consideration of climate risk into business and investment decision-making to facil
42、itate efficient allocation of capital and to enable a smooth transition to a low-carbon economy. The recommendations categorize the climate risks into: transition risks (risks that arise from the transition to a low- carbon economy such as policy shifts) and physical risks (risks that arise from the
43、 physical impacts of a changing climate such as increased extreme weather events). The TCFD also recognizes the business opportunities associated with the transition to a low-carbon economy and adaptation to the impacts of climate change. Figure 3: Climate-related risks, opportunities and financial
44、impact (according to TCFD) GovernanceStrategyRisk ManagementMetrics Member of the Supervisory Board, Deutsche Bank It took us much too long more than 30 years to bring women on boards, we cannot afford losing another 30 years before climate gets on the board agenda. David Crane, former CEO of NRG En
45、ergy and B-team Leader 3. Do your board directors undertake decisions that are informed by the best available information on climate risks and opportunities (see Principle 4)? 4. Do your directors feel confident in their abilities to explain their decisions as informed by the best available informat
46、ion on climate risks and opportunities? 5. Does the board conduct internal performance reviews? Is accountability for climate risks and opportunities considered during internal evaluations of the board? 6. Are independent performance audits undertaken? If so, do these include climate considerations?
47、 13How to Set Up Effective Climate Governance on Corporate Boards Principle 3 Board structure 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. 3 BOARD STRUCTURE To mainta
48、in oversight of the companys climate resilience and governance, a board should determine how to most effectively embed climate into its board and committee structures. Given that board structures vary across jurisdictions (e.g. one-tier vs two-tier boards see glossary for definition), there are nume
49、rous ways to embed climate into these structures. Regardless of the board structure, the approach to embedding climate considerations should enable sufficient attention and scrutiny to climate as a financial risk and opportunity. The selected structure should also allow for effective connection and communication with the relevant members of the executive management. Guiding questions 1. Has your board determined how to effectively integrate climate considerations into the board committee structures? Are they integra
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