SEC Commissioner Lee spoke today about the challenges public company boards are facing in terms of stakeholder engagement on ESG issues, including climate change, racial injustice, economic inequality, and numerous other issues tied to sustainability. Commissioner Lee observed that the importance of these matters to the board's responsibility for overseeing company management is underscored by just how much support ESG-related shareholder proposals have received recently. Only looking at recent climate-related shareholder proposals, 98 percent of shareholders of a major global corporation approved a resolution asking the company to explain how it intends to achieve net-zero emissions in accordance with the Paris Agreement; at a global oil company, 58 percent of shareholders approved a measure requesting Scope 3 emissions reductions; and 65 percent of shareholders at a global airline company voted in favor of a resolution seeking more information on how the company’s corporate lobbying aligns with the goals of the Paris Agreement. These are significant developments. What should boards do? They should make sure they are asking management about ESG risks facing the company; assessing whether there is a strategy to manage or mitigate such risks; and reviewing whether the strategy is effective. Now is the time to ask these questions.
The more we can have open, thoughtful, and well-researched dialogue on the specifics of these issues, the more companies, investors, and all stakeholders will benefit. It’s more critical than ever for boards to explore how to integrate sustainability into their governance practices, and consider specifically what is best for the companies they oversee. That’s because (if you’ll forgive me one last quote), as Yogi Berra put it, “if you don’t know where you are going, you might wind up someplace else.”