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Primer on Climate Change: Directors' Duties and Disclosure Obligations



Climate change presents material, financial and systemic risks to corporations and their investors, leading to serious implications for the duties of directors and officers, and potential disclosure obligations for companies.


The Climate Governance Initiative and the Commonwealth Climate and Law Initiative have published the third edition of the essential Primer on Climate Change: Directors' Duties and Disclosure Obligations.


The third edition of the Primer on Climate Change: Directors’ Duties and Disclosure Obligations provides an overview of the foreseeable financial and systemic risks (and opportunities) over short, medium and long-term investment horizons. Covering 31 countries and the EU, it outlines the general climate obligations for board directors, and how company law and directors’ duties require directors to incorporate climate change into their strategies, legal oversight, and supervision of the companies entrusted to their care.


From Julie Baddeley - Chair, Climate Governance Initiative:


‘Climate accountability on boards’, concerns an issue that has frequently stood in the way of board directors factoring climate concerns into their decisions: how their legal duties and obligations apply in the context of the now-universal recognition of the extreme threat that climate change poses to the global economy and therefore to individual businesses.


Too often, boards are concerned that “leaving profitable business on the table”, or acting according to “how we wish the world to be, rather than how it is” will place them in breach of their legal obligations to shareholders, or worse, result in litigation or removal.


This Primer, now in its third edition, tackles precisely this issue, and provides a succinct, easily accessible summary that non-lawyers who serve on boards can readily understand and act on. It will serve as a valuable resource to the global network of CGI Chapters, and enable directors around the world to act in a fully-informed manner on their legal obligations as they confront this historic challenge.


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