As noted in the proxyseason blog from thecorporatecounsel.net, asset manager State Street Global Advisors has recently published an updated Climate Change Risk Oversight Framework For Directors. Climate change is identified as a continuing priority for SSGA’s asset stewardship and company engagement program. In the commentary introducing the framework, SSGA advises that boards should look at climate change “as they would any other significant risk to the business and ensure that a company’s assets and its long-term business strategy are resilient to the impacts of climate change.” A similar view was expressed by the NACD in Board Oversight of ESG, which advises that “climate-related risks must be integrated into the company’s ongoing risk assessment and quantification processes and the board’s oversight of risk management.”

As stated in SSGA’s commentary, the Paris Climate Accord has introduced a new sense of urgency into the transition to lower carbon emissions, including energy efficiency and use of renewable sources, and that transition presents both challenges and opportunities. The challenges include “possible changes to strategy to meet specified goals; allocating capital in technology and/or infrastructure; and managing reputation based on corporate practices that demonstrate a company’s climate consciousness. The opportunities are presented through proactively identifying new business lines; mitigating future regulatory risk; and leveraging sustainability practices as a differentiator to enhance brand/firm reputation.” These challenges and opportunities extend well beyond the traditional “high-emitting sectors of energy, utilities and transportation,” to a wide variety of industry sectors.

The SSGA framework was designed to help directors evaluate climate-related risks within various industry sectors in three primary categories: physical risks, regulatory risks and economic risks. “Physical risks” involve tangible adverse effects—such as infrastructure damage, supply chain disruption, raw materials scarcity or harm to human health—that could result from a rise in sea levels, droughts, floods, extreme temperatures and increased frequency of extreme weather events. ”Regulatory risks” involve possible changes in the regulatory environment that could affect business operations or the cost of doing business. “Economic risks” are a bit more nuanced, addressing the risk of “changing consumer habits and a growth in climate consciousness as individuals recognize their role in aiding climate change, and reputational risk stemming from a company’s sustainability practices relative to stakeholder expectations. It also includes investment allocation decisions in companies and sectors that are better suited for a low carbon economy.”

The Framework then identifies the three categories of risk by industry sector. For example, in the consumer discretionary/staples sector, SSGA identifies the physical risks as the availability and quality of raw materials that may be impaired by changing climate conditions and potential supply chain disruption, and the regulatory risk as possible changes to fuel/energy taxes and regulations that could increase costs. The economic risk lies in the potential increase in cost of raw materials, decrease in quality of finished products resulting from adverse impact on the quality of raw materials; the impact on demand from possible changes to consumer behavior and reputational risk to the company as its products and sustainability practices are evaluated by environmentally conscious consumers.

In the materials/industrials sector, SSGA identifies the physical risk as potential “obsolescence or innovation required to existing products to withstand changing climate conditions and extreme weather events.” The regulatory risks arise out of the potential for the industry to be viewed as a future targeted “INDC sector” in light of the sector’s high emissions, as well as possible risks to the supply chain resulting from conservation efforts. (“INDC” refers to Intended Nationally Determined Contributions pledged by countries under the climate agreement.) Economic risk results from potential changes in consumer preferences for materials that enhance energy efficiency and facilitate environmental certifications such as LEED.

While no regulatory risk was identified for the health care sector, SSGA identifies the physical risk as the impact of climate on health, such as through asthma, vector-borne diseases or nutrition (e.g., starvation resulting from drought), but also identifies the same risks as potential growth opportunities.

In the Information Technology/ Telecommunication Services sector, the physical risk was identified as possible disruption in services resulting from the impact of climate on infrastructure and, similarly, the regulatory risk as “regulation on reporting of company’s climate preparedness given sector’s critical infrastructure status.” The economic risks to this sector were identified as possible changes in consumer preferences for energy-efficient products and reputational risk related to the company’s sustainability practices. The framework also addresses the Financials sector and the Energy/Utilities sector.

SideBar

In light of the rising challenges of climate risks, the NACD suggests that boards ask their managements the following five questions, which were designed to help “guide board-management dialogue and to understand the organization’s climate resilience:

  1. “Are our strategies and operations at risk, given expected climate changes and the drive to a low-carbon economy?
  2. Is the organization’s governance of climate-related risks and opportunities robust and effective?
  3. Does the organization’s strategy and financial planning accurately assess and reflect the actual and potential impacts of climate-related risks and opportunities?
  4. Does the organization have a process in place to identify, assess, quantify, and manage climate-related risks?
  5. Is the organization using metrics and targets to assess and manage relevant climate-related risks and opportunities?”

SSGA advises directors to analyze their companies’ exposure, understand the adequacy of risk mitigation and periodically assess the potential impact of climate risk on long-term strategy using scenario analyses. Directors are also advised to review capital investments in risk mitigation or other competitively advantageous technologies and to stay current with respect to potential regulation and policy changes. Directors should also be knowledgeable about and prepared to discuss the company’s climate change strategy with investors. If the company is in a high-risk sector, the board should consider whether additional climate-related board expertise is required and ways to access climate expertise to educate directors on evolving risks. Finally, SSGA advises that directors should review and evaluate shareholder proposals, including considering “the spirit of proposals in the context of the business risk.”

In The Long View: US Proxy Voting Trends on E&S Issues from 2000 to 2018, the Managing Editor at ISS Analytics contends that “the most significant change in investors’ voting behavior pertains to environmental and social issues, as these proposals are earning record levels of support in recent years.” Support for E&S proposals, he observes, began to increase after the 2008 financial crisis, which created a new focus on governance and sustainable business practices, including environmental and social issues. Over the last 10 years, the median level of support for E&S shareholder proposals increased as a percentage of votes cast from 6% in 2008 to 24% in 2018, reflecting a “dramatic change in investors’ attitudes towards environmental and social issues.” Similarly, in 2018, 36% of E&S shareholder proposals received support of over 30% of votes cast, up from 7% in 2008. This change in voting results reflected increased pressure from the public and regulators, global policy initiatives, major disaster events (such as the 2010 Deepwater Horizon oil spill and the 2011 Fukushima nuclear disaster) and “the evolution of the debate by proponents from a values-based framework to a value-oriented discussion of managing potential business risks.” As investors became more actively engaged, policy issues, such as climate change and diversity, rose to the forefront. Several climate change proposals have even won majority votes. (See, e.g., this PubCo post.)

Notwithstanding all of these positive indicia, the author cautions that we shouldn’t expect E&S proposals to achieve the ready level of acceptance of the most successful governance proposals, such as declassifying the board. That’s because issues like board declassification require only a binary decision—declassify or don’t declassify. E&S proposals, however, tend to require a more qualitative assessment of existing company practices, current levels of disclosure and company performance. As a result, the author does not expect E&S proposals to regularly “average above-majority support levels given the nature of the requests.”

Nevertheless, the author concludes that the record proposal withdrawal rate in 2018, together with record level of support for those proposals that went to a vote “indicate an inflection point for environmental and social issues, as these considerations move to the mainstream of investment management.” As a result, the author contends that “we can expect a high percentage of proposals achieving significant support levels for the years to come, as investors encourage more companies to improve disclosures and practices on these issues.” (See this PubCo post.)