book

Sustainability and Corporate Governance

Name: Sustainability and Corporate Governance
Author: Alan S. Gutterman
ISBN: 9781000284096

by Alan S. Gutterman

December 2020

Intermediate to advanced

178 pages

6h 2m

English

Routledge

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Cover
Half Title
Title Page
Copyright Page
Table of Contents
Preface
1 Corporate Governance and Sustainability
Corporate Social Responsibility and SustainabilityConvergence of CSR and Corporate GovernanceImpact of Convergence on Corporate RegulationInvestor Interest in CSR and Sustainability and Impact on Board OversightTransparency and DisclosureNotes
2 Sustainability Standards and Instruments
CSR Initiatives of Governmental or Intergovernmental BodiesUnited Nations Global CompactOECD Guidelines for Multinational EnterprisesG20/OECD Principles of Corporate GovernanceInternational Labour OrganizationInternational Finance CorporationPrinciples for Responsible InvestmentUnited Nations Sustainable Development GoalsUnited Nations Human Rights InstrumentsSectoral CSR CommitmentsInternational Multi-Stakeholder ProcessesAccountAbilityCRT Principles for BusinessExtractive Industries Transparency InitiativeForest Stewardship CouncilMarine Stewardship CouncilSocial Accountability InternationalRoundtable on Sustainable Palm OilInternational Reporting and Management StandardsSecurities Exchanges and RegulatorsNotes
3 Board Oversight of Sustainability
Directors’ Adoption and Oversight of Corporate SustainabilityDirectors’ Fiduciary DutiesFramework for Board Oversight of CSR and Corporate SustainabilityBoard CommitteesBoard CompositionSustainability Education and Training for Board MembersNotes
4 Governance and Nominating Committee
Qualifications of DirectorsIndependence RequirementsFinancial ExpertiseCharter and Activities of Governance and Nominating CommitteeStatement of PurposeComposition, Meetings and ProceduresScope of Duties and ResponsibilitiesIdentification and Selection of Qualified DirectorsGovernance Codes and Policy StatementsDirectors’ Education and Performance AssessmentEvaluation of Board and Committee PerformanceNotes

5 Audit Committee
Charter and Activities of Audit CommitteeStatement of PurposeComposition, Meetings and ProceduresScope of Duties and ResponsibilitiesOversight of the Integrity of the Company’s Financial StatementsRelationships with AuditorsDisclosure Controls, Compliance and Risk ManagementApproval of Related-Party and Conflict-of-Interest TransactionsInternal Audit FunctionSustainabilityAudit Committee Reporting and Self-Assessment RequirementsNotes
6 Compensation and Organizational Development Committee
Charter and Activities of Compensation CommitteeStatement of PurposeComposition, Meetings and ProceduresScope of Duties and ResponsibilitiesCompensation PhilosophyExecutive CompensationIncentive Compensation PlansOrganizational DevelopmentSustainability PerformanceEvaluation of Committee PerformanceNotes
7 Corporate Social Responsibility Committee
Charter and Activities of Corporate Responsibility CommitteeStatement of PurposeComposition, Meetings and ProceduresScope of Committee Duties and ResponsibilitiesEvaluation of Committee PerformanceAlternative StructuresNotes
8 Environmental, Health and Safety Committee
Environmental, Health and Safety Governance and ManagementEH&S Planning and ProceduresManagement Responsibility for EH&SEH&S Oversight Committees and Departmental EH&S CommitteesCharter and Activities of Environment, Health and Safety CommitteeStatement of PurposeComposition, Meetings and ProceduresScope of Duties and ResponsibilitiesCompliance with Laws, Regulations and StandardsSupply Chain ManagementEducation and TrainingStakeholder EngagementTransparency and DisclosureMonitoring and Measuring the Effectiveness of EH&S ProceduresEvaluation of Committee PerformanceNotes
9 Compliance and Risk Management Committee
Compliance and Compliance ProgramsDirectors’ Role in Developing and Overseeing Compliance ProgramsElements of Effective Compliance ProgramsEnterprise Risks and Risk ManagementCharter and Activities of Compliance and Risk Management CommitteeStatement of PurposeComposition, Meetings and ProceduresScope of Duties and ResponsibilitiesEvaluation of Committee PerformanceNotes
10 Disclosure and Reporting Committee
Sustainability Reporting and AuditingGlobal Reporting Initiative StandardsInternational Integrated Reporting FrameworkSustainability Accounting Standards BoardVerification and Independent External AssuranceRole of Audit and Disclosure and Reporting CommitteesNotes
11 Internal Governance Instruments
Principles of Corporate GovernanceCodes of Conduct and EthicsBoard of Directors’ Code of ConductCEO/CFO Code of EthicsAncillary Board PoliciesSustainability-Related InstrumentsNotes
12 Organizing for Sustainability
Role of the CEO in CSR ActivitiesOrganizational Structures for SustainabilitySustainability ExecutivesManagement SystemsRole of the Legal DepartmentNotes
13 Social Enterprises
Benefit CorporationsFormation of Benefit CorporationsArticles of IncorporationMandatory ProvisionsPurposes and Powers ProvisionsOptional ProvisionsAlternative U.S. Structures for Social EnterprisesEuropean Social Enterprises and Benefit CompaniesNotes
Index

Overview

This is the first extensive and targeted guide for directors and their legal advisors on creating a governance framework for corporations that integrates all the recognized principles of sustainability now being discussed in boardrooms all over the world.

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