Climate Governance Initiative

Chapter Zero Board Toolkit

20 July 2022

Toolkits Chapter Content
The Board Toolkit is designed to help non-executive directors (NEDs) ensure their businesses have the strategic plans in place to respond to climate change. The purpose of this Toolkit is to provide NEDs with evidence and support to address climate change as a strategic business issue on their boards, and to show how they can help their boards take timely, positive and decisive climate action through five clear steps. It contains questions for NEDs to consider and pose to their boards, five clear steps to follow, checklists, tools and guides, and options for deeper reading. The difference NEDs can make and the purpose of this Toolkit Non-executive directors (NEDs) have the potential to make a huge contribution in addressing the challenges brought about by climate change, as well as a duty to ensure their boards are fulfilling their legal obligations in this area. The purpose of this Toolkit is to provide NEDs with evidence and support to address climate change as a strategic business issue on their boards, and to show how they can help their boards take timely, positive and decisive climate action through five clear steps, outlined in the ‘How’ section. Ensuring boards fulfil their obligations As outlined in the ‘Why’ section, the scale of the risks and opportunities which climate change poses to businesses make it a strategic business issue that is simply too material to ignore. As a NED, you not only have a fiduciary duty to highlight these opportunities and risks, but also a unique independent perspective. This perspective enables you to play a pivotal role in holding executives to account and helping your boards fulfil their obligations to investors and other stakeholders, by ensuring climate and net zero imperatives are adequately considered and addressed. Providing necessary judgement for a just and equitable transition When it comes to the challenge of the net zero transition, more than ever, the role of the board will be to provide judgement in a rapidly changing, volatile context. As a NED, you and your boards will need to navigate this complex landscape to provide oversight for the benefit of your businesses and to encourage a just and managed transition. Difficult decisions will need to be made. Staying informed is increasingly important as the landscape changes. Using your network to broaden impact As a NED, you have significant opportunity to drive change in multiple businesses, because you sit on several boards and/or because you can influence change via your own network. It’s critical that you do not underestimate the impact of your voice in driving this issue to the top of the agenda through some carefully targeted questions and through careful oversight of the actions your boards are taking