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Primer on Climate Change: Directors’ Duties and Disclosure Obligations

In collaboration with the Climate Governance Initiative, the Commonwealth Climate and Law Initiative (CCLI) has produced a primer on directors’ duties and climate change, covering 20 jurisdictions plus the European Union.

The evolution of our understanding of climate change from an ethical or environmental issue to one that presents foreseeable financial and systemic risks (and opportunities) over short, medium and long-term investment horizons has significantly changed its relevance to the governance of both corporations and investors. This evolution means there are serious implications for the duties of directors and officers, and potential disclosure obligations for companies.

This Primer provides an overview of contemporary evidence that climate change presents foreseeable, and in many cases material, financial and systemic risks that affect corporations and their investors. It then discusses: (1) general climate obligations in the jurisdictions where The Climate Governance Initiative is present though its global network of national Chapters; (2) how company law and directors’ duties in these jurisdictions require directors to incorporate climate change into their strategies, legal oversight, and supervision of the companies entrusted to their care; (3) disclosure obligations; and (4) advice to directors.

Commonwealth Climate and Law Initiative
The CCLI examines the legal basis for directors and trustees to consider, manage, and report on climate change and broader environmental risks, opportunities and impacts, and the circumstances in which there may be liability for failing to do so. We also work to advance knowledge on effective sustainable governance practice.
Contact

The Commonwealth Climate and Law Initiative is a company limited by guarantee registered in England and Wales with company number 11813153 and with registered office at 128 City Road, London, United Kingdom EC1V 2NX.

Commonwealth Climate and Law Initiative

The CCLI examines the legal basis for directors and trustees to consider, manage, and report on climate change and broader environmental risks, opportunities and impacts, and the circumstances in which there may be liability for failing to do so. We also work to advance knowledge on effective sustainable governance practice.

Contact

The Commonwealth Climate and Law Initiative is a company limited by guarantee registered in England and Wales with company number 11813153 and with registered office at 128 City Road, London, United Kingdom EC1V 2NX.

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