With the widespread adoption of comprehensive climate risk and greenhouse gas (GHG) emissions disclosure regulations in the U.S. and internationally, including those slated for implementation in 2024, shareholders now anticipate heightened levels of transparency regarding corporate climate risks.
California recently enacted two significant laws requiring companies operating within the state to divulge climate-related business risks and Scope 1, 2, and 3 GHG emissions. These mandates apply to both large public and private enterprises and precede the finalization of a proposed climate disclosure rule by the SEC. Similarly, regulations outside the U.S., such as those established by the European Union’s CSRD, are encompassing many U.S. companies due to their overseas operations or involvement in global supply chains.
The proposed SEC climate disclosure rule would entail various disclosures concerning the board’s oversight of climate-related risks, including the expertise of any director in such matters and a corresponding description. Furthermore, boards should be mindful that the SEC will continue to scrutinize filings and disclosures under existing regulations to ensure the disclosure of identified material risks and their estimated impact on the business.
Depending on a company’s actions or inactions regarding sustainability and environmental, social, and governance (ESG) issues since the previous year, its board may expect shareholders to propose more related proxy proposals. This could lead to a repetition of last year’s surge in sustainability and ESG-related proposals, particularly concerning executive compensation, racial equity, fair labor practices, and other facets of human capital and compensation.
Insight from BDO suggests that boards grappling with the myriad challenges and opportunities related to sustainability and ESG should revisit foundational principles:
– Incorporate sustainability and ESG considerations into the organization’s risk management strategy and involve a multidisciplinary team.
– Conduct periodic sustainability and ESG risk assessments to identify and prioritize material risks and opportunities relevant to the organization’s overall business and growth strategies.
– Ensure stakeholder-informed decision-making involving sustainability and ESG factors and effective communication of these decisions.
– Evaluate the accuracy and reliability of sustainability and ESG data within the context of enterprise risk management.
– Stay abreast of evolving domestic and global regulations pertaining to sustainability and ESG.
Directors should oversee the consistency of data across disclosures, reporting aligned with appropriate frameworks, and the rigor of sustainability reporting.
Boards should regularly evaluate their composition, capacity, allocation of roles and responsibilities, and policies and procedures in light of the business environment and the company’s overall strategy. When appointing new directors, they should consider the organization’s specific needs and potential biases in the selection process. Additionally, boards should implement robust protocols for evaluating board, committee, and director performance, including skills identification and gap analysis.
Boards should also be aware of the levers available to shareholders and proxy advisors to influence companies to take actions, such as recommending the removal of individual directors or operational changes. Recent examples include NASDAQ’s rule and various state legislations requiring board diversity disclosures, as well as the SEC’s Universal Proxy Card.
Proxy advisor Glass Lewis has announced changes to its 2024 proxy guidelines, reflecting similar areas of interest to regulators, including cyber risk oversight, accountability for climate-related issues, oversight of environmental and social issues, utility of clawback provisions, material weaknesses, and executive ownership guidelines.
The Annual General Meeting (AGM), scheduled for May 8, 2024, will propose the adoption of the 2023 financial statements and the distribution of a total dividend over the 2023 financial year. The AGM will be held in a hybrid format, accommodating both virtual and in-person attendance.
Wolters Kluwer N.V. is a global leader in information, software solutions, and services for professionals across various sectors, with annual revenues of €5.6 billion in 2023, serving customers in over 180 countries and employing approximately 21,400 people worldwide.