StructureWithout an adequate structure, boards risk that sustainability falls too easily off the agenda. When talking to board members, I am often asked: “Should we consider forming a sustainability committee?” I do not think that every board needs such a committee, but it can make sense in some contexts.
A committee works well when a company needs to (or wants to) catch up quickly on sustainability or when a firm faces a highly material ESG issue that is closely connected to its corporate strategy. In these cases, boards need a dedicated space for sustainability discussions which can be provided by a new committee or the extension of an already existing committee. In most cases, however, boards strive to integrate sustainability into their regular discussions and decisions. This ‘full integration’ model is great, but it requires that the board has a critical mass of directors with ESG competencies.
Mid-sized companies can equally have a committee on sustainability, for instance if they are impacted a lot by sustainability topics in terms of risks and opportunities (e.g., in terms of the products they sell).
MindsetStructures are important, but even the best structure is useless if a board approaches sustainability with a compliance-only mindset. Right now, directors are confronted with a wave of European sustainability regulations, many of which have implications for board work. Naturally, the response to these new regulations is often compliance. But a compliance-only approach puts too much focus on the risk side of the debate. Boards need a balanced sustainability mindset where discussions around compliance are complemented with a focus on long-term value creation and growth opportunities.
CompetenciesOften, board members do not (yet) have sufficient competencies when it comes to sustainability. Let’s be clear: directors do not need to be sustainability experts. After all, the role of the board is to oversee and guide a company’s sustainability work, not to carry out that work. However, directors should understand basic concepts (e.g., double materiality) as well as emerging legislation so that they can develop an informed opinion on the firm’s sustainability strategy. The interesting discussions emerge once boards connect ESG risks and opportunities to reflections around the competitiveness. As with financial information, this requires knowledge and the ability to apply this knowledge correctly.