What of governance, demystifying the G in ESG

What of governance, demystifying the G in ESG

WHAT OF GOVERNANCE, DEMYSTIFYING THE G IN ESG.

ESG (Environment; Society; Governance) is now firmly embedded in our consciousness. It’s grown, emerged and evolved in the last 12 months as we plot a greener and more sustainable recovery out of the pandemic and seek to identify and explore new opportunities. The environmental and societal aspects of this are clear – albeit something that must be carefully and authentically considered by organisations and their leaders. But what of governance?

I was recently asked to develop the terms of reference for a new Board Committee focused on ethics and responsible business, designed to underpin the evolving regulatory and reporting requirements and to ensure that the corporate purpose was enshrined in board discussions and strategy. As always, I diligently carried out research to look for examples of organisations that are really leading the way and research focussed on how best to establish a forum that would have impact and make a difference. While there is significant material on many aspects of ESG, there is little to guide thinking on governance.

Good governance is the bedrock of a successful business. It provides the foundation for growth and the confidence to take brave decisions. It reassures investors, regulators and other stakeholders. It provides a strategic torch to focus the minds of directors and management on the most critical issues. It underpins the “licence to operate”. All of this is true in all situations, but never more so than when focused on environmental and social impacts.

I believe there are a series of questions we should be asking of leadership teams that will enable them to demonstrate they have properly considered whether their governance structures and procedures support and embed their ESG ambitions and purpose statements:

  1. Strategic alignment: are environmental and social issues considered a strategic and commercial imperative and embedded in business planning?
  2. Stakeholder interests: is there evidence that the directors are meeting the s172 requirements to promote the company for the benefit of the members, but also wider stakeholders?
  3. Clarity of assumptions: are the environmental and social assumptions in the business model clearly articulated?
  4. Responsibility: is there clear responsibility for all aspects of ESG and does this cascade in the organisation appropriately?
  5. Capability: is there adequate capability and expertise in the company and available to directors including access to third party specialists?
  6. Governance forums: is there a Board and executive structure / forum to debate environmental and social issues and does it meet with sufficient frequency to adapt and modify decisions?
  7. Management information: is appropriate management information available to underpin decision making and is it embedded in the broader information set available to directors and managers?
  8. Targets: are appropriate targets established with measurable metrics?
  9. Monitoring: are key risk indicators in place to monitor the assumptions and decisions and is this integrated in the reporting of the risk function?
  10. Assurance: is assurance obtained to demonstrate that management information is accurate, balanced and complete?
  11. Reporting and communication: is reporting (through both formal and informal channels such as social media) fair, balanced and understandable?
  12. Regulatory compliance: is there adequate planning underway to meet regulatory reporting obligations including TCFD?

 

I would love to get feedback on these suggestions: what’s missing; where are improvements required; and are there areas where governance is this context differs from the wider understanding?

AUTHOR.

CAROLYN CLARKE.

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