世界经济论坛-如何在公司董事会中建立有效的气候治理：指导原则和问题（英文）-2019.1-32页.pdf

How to Set Up Effective Climate Governance on Corporate BoardsGuiding principles and questionsJanuary 2019In collaboration with PwCWorld Economic Forum91-93 route de la CapiteCH-1223 Cologny/GenevaSwitzerlandTel.:+41(0)22 869 1212Fax:+41(0)22 786 2744Email:contactweforum.orgwww.weforum.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 BoardsForewordExecutive SummaryGlobal ContextClimate Governance Principles and Guiding QuestionsOutlook and ConclusionAppendices:1.Legal perspective 2.Investor perspective 3.Design of the principles and consultation process 4.Glossary of termsContributorsEndnotes567111819192122232526Contents4How to Set Up Effective Climate Governance on Corporate Boards5How to Set Up Effective Climate Governance on Corporate BoardsForewordClimate change is visibly disrupting business.It is driving unprecedented physical impacts,such as rising sea levels and increased frequency of extreme 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 in 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 Climate-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 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 stewardship 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 for 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 business.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:their board of directors.Dominic Waughray,Managing Director Centre for Global Public Goods,Member of the Managing Board,World Economic ForumJon Williams,Partner,Sustainability and Climate Change,PwCThe vision and action of Directors,CEOs and senior-level executives is fundamental to addressing 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 information 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 Board6How to Set Up Effective Climate Governance on Corporate BoardsExecutive Summary 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 climate-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.To 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 scientific,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,acknowledging 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 climate 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 resilience 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-makers,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 principles 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 principles 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 make 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 investor 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 ExchangeThis 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 prescriptive 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 ensuring 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,PwC7How to Set Up Effective Climate Governance on Corporate BoardsGlobal Context Climate policy,science 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 diplomacy 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 determined 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 to stay well below the 2C warming limit(current NDCs limit warming to only 2.6C3.2C),2 see glossary for details.1850 186018801900192019401960198020002017-0.4-0.2 0 0.2 0.4 0.6 0.8 UpperMedianLowerSource:Hadley Centre(HadCRUT4)OurWorldInData.org/co2-and-other-greenhouse-gas-emissions CC BY-SAFigure 1:Global temperature anomaly from 1850-1990 averageDespite 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 diminish and risks of physical climate-change impacts increase.5Many 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.7In light 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 top 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 BoardsFigure 2:Global Risk Map 2009-2019(Impact)It is estimated that between now 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 opportunitiesworth up to$26 trillion between now and 2030.10 9How to Set Up Effective Climate Governance on Corporate BoardsDisclosure,regulatory and investor trends and the implications for businessDespite the growing recognition that climate change will cause disruption to business as usual,reliable 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 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 facilitate 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 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 impact(according to TCFD)GovernanceStrategyRisk ManagementMetrics&TargetsResource EfficiencyEnergy SourceMarkets/Products/ServicesPolicy and LegalTechnologyMarketRisks(Transition&Physical)ResilienceReputationStrategic Planning/Risk ManagementFinancial ImpactAcute Physical RisksChronic Physical RisksOpportunitiesCash Flow StatementBalance SheetIncome StatementRevenues/ExpendituresAssets&Liabilities Capital&FinancingThe TCFD emphasizes governance as a foundational building block of effective climate risk and opportunity management.Without effective climate governance structures in place,a company will struggle to make climate-informed strategic decisions,manage climate-related risks and establish and track climate-related metrics and targets in the short,medium or long term.As of September 2018,the recommendations of the TCFD had received widespread business support from over 500 organizations,including 457 companies with a combined market capitalization of$7.9 trillion.Within this,there are 287 financial services firms responsible for assets of nearly$100 trillion,equivalent to more than 50%of the global capital markets.12 Moreover,according to the 2018 TCFD status report,the World Federation of Exchanges is taking the TCFD recommendations into account in revising its Environmental,Social and Governance(ESG)Guidance&Metrics.13 10How to Set Up Effective Climate Governance on Corporate BoardsDespite the fact that disclosure against the recommendations of the TCFD remains voluntary,mandatory disclosure of climate risk is emerging as a vital area of regulatory focus.Regulators,listing authorities and public companies in many major jurisdictions,have expressed support for the TCFD recommendations as a useful framework for disclosure and are paying close attention to their uptake.14 Appendix 1 provides further details on climate-change regulation and disclosure of climate risks.Investors are also scrutinizing companies efforts to manage climate-related risks and opportunities.This is driven by a recognition that climate change will have inevitable impacts on investment returns,and that investors need to consider climate change as a new return variable.15 The worlds largest asset managers are putting particular emphasis on climate-smart governance for their portfolio companies.For instance,BlackRock expects th