In the face of recent opposition addressed to the EU Commission by some business associations and specific governments from Nordic Europe, NGOs have reiterated their support for the European Commission commitment to present an initiative on Sustainable Corporate Governance in 2021, following the roadmap set in the EU Green Deal and the Action Plan on Sustainable Finance.
We reaffirm the need to clarify in the upcoming law the obligations of the Board members in order to ensure that corporate governance practice is significantly more sustainable, responsible and focused on the long term (see further evidence in the letter below). This clarification can be implemented within the scope of existing company law and directors’ duties provided in the Member States’ law. It is therefore difficult to understand the frontal opposition shown to this agenda by specific governments and business associations.
Similarly, the celebration of the news of delay displays an unreasonable approach to the debate and shows a lack of commitment from certain stakeholders regarding the integration of sustainability across the EU. While the letter sent this week to Commissioner Reynders makes the business and sustainability case for EU action, the response from those criticising this initiative utilises unjustified claims of diminished competitiveness. Opposing legislation at national level to ensure EU level playing field, and then calling for international alignment is just another way to kick the ball down the road.
The EU Commission is diligently following the process of data gathering, assessment of policy options, evaluation of cost, impacts and benefits as well as processing input from public consultations. The undersigned organisations call on EU policymakers to maintain the ambition of delivering specific solutions to tackle sustainability gaps in corporate governance and urge interested parties to engage in the discussion in good faith.
-----------------
24 May 2021
Regarding: NGO support for the EU Commission plans on Sustainable Corporate Governance and response to criticism
Dear Executive Vice President Timmermans,
Dear Commissioner Reynders,
Our society is facing an unprecedented series of challenges and systemic crises including climate change, resource depletion, environmental degradation, growing inequalities, unfair and exploitative conditions of workers to cite just some of the most important and urgent.
The EU is striving to transform an unsustainable economic and development model towards a more just, equal and environmentally responsible system through an ambitious roadmap set out in the EU Green Deal.
Companies' role is pivotal in meeting the objectives of the EU Green Deal and designing a sustainable future, as they sit at the junction of consumers, investors, workers, scientists and the global marketplace. However, the incentives, measurement and accountability mechanisms which frame their governance have traditionally been defined with regards to financial performance only.
We strongly welcome and support the Commission’s intention to launch a Sustainable Corporate Governance initiative to address these gaps. In particular, we recognise the role you have played in championing this initiative and your commitment to bring forward solutions to ensure that sustainability is considered at all levels of corporate decision-making and that accountability mechanisms are in place to prevent and mitigate severe adverse impacts associated with companies.
The Commission’s initiative to clarify the role of directors in overseeing the company’s reaction to sustainability risks and adverse impacts to people and planet - and realign incentives in this regard - has recently met with opposition from some business associations and investors, that have expressed concerns that such reforms might undermine both shareholder interests and their own financial performance.
The involvement of directors, i.e. those who lead and steer companies, is paramount to ensuring that companies are able to consider, and take the necessary strategic decisions with regard to the management and oversight of sustainability risks and impacts, both from the perspective of their own success as well as that of their responsibilities to society.
Tackling issues such as climate change or human rights and environmental harm in global value chains often requires profound changes to a company's strategy, financial planning, and more often than not, the business model itself. This requires directors' engagement at levels more senior than corporate sustainability units and decisions and actions that extend far beyond the responsibilities of such units. Moreover, better integration of sustainability matters in businesses’ governance will increase the resilience and readiness of companies to face the challenges of today and tomorrow, as well as to seize opportunities stemming from the unprecedented redirection of public and private capital toward climate transformation and sustainability.
Leaders from the business and investor sector have publicly supported the EU Sustainable Corporate Governance initiative earlier this year, backed by over 90 company law experts and academics. Recent studies also demonstrate both the need for, and feasibility of, such action:
The price of inaction is too high for our planet, society and companies.
The European Commission's initiative is critically needed to clarify expectations about how directors should engage with sustainability and to ensure meaningful action is taken. This is important not only to ensure the success of the parallel initiatives on due diligence and sustainability reporting, but it is also indispensable on its own merit to enable companies to be truly sustainable.
The reforms explored by the Commission to clarify directors’ role in overseeing sustainability and due diligence are based on best practice and are coherent with existing key aspects of company law and corporate governance codes across Europe. While these vary from one Member State to the next, the Commission's proposals broadly fit within the framework of existing directors’ duties, thus enabling Member States and companies to integrate proposed legislative reforms in line with their specific company laws and practice.
Therefore, we call on the Commission to introduce an ambitious legislative proposal outlining how directors must support the pillars of corporate transparency, due diligence, and accountability.
We also respectfully urge national governments, large companies and SMEs to engage in a constructive dialogue with policymakers and other stakeholders toward building the best Sustainable Corporate Governance framework possible for the EU, rather than trying to stifle the debate at its inception.
Endnotes:
The European Commission, Parliament and Council reached an agreement for the new EU Corporate Sustainability Reporting Directive (CSRD) that clarifies disclosure obligations for large companies and listed SMEs, and mandates the development and adoption of mandatory EU corporate sustainability reporting standards.
The Czech government presented five key priorities it wants to focus on during the Presidency of the Council of the European Union, beginning on 1 July. The priorities include post-war reconstruction of Ukraine, energy security, strengthening European defence and cybersecurity, as well as the resilience of the European economy and of democratic institutions. However, according to Frank Bold experts, there is a lack of emphasis on the green transition - which is crucial for both energy security and economic resilience.
An unprecedented decision was made at the Municipal Court in Prague in the historically first Czech climate litigation, for which Frank Bold Advokáti provided legal expertise.
