Sustainability and Corporate Governance

Sustainability and Corporate Governance

by Alan S. Gutterman
Released December 2020
Publisher(s): Routledge
ISBN: 9781000284096

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Book description

Sustainability and Corporate Governance 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. The book provides a step-by-step approach on integrating sustainability principles into the activities of the board of directors including detailed guidance on legal, regulatory and business aspects of organizing and operating board committees and designing the sustainability management unit. Essential topics covered include:

• Elements of an effective framework for implementation of sustainability governance, including required policies, procedures and committee charters

• Organization of the governing board to effectively address sustainability issues and implement sustainability strategies

• Best practices and processes to engage company stakeholders

Corporate board members and attorneys will appreciate the book’s practical forms and checklists, complete coverage of all facets of sustainability governance, summaries of relevant international and national guidelines and instruments, and a curated list of samples and case studies from companies all around the world.

Table of contents

  1. Cover
  2. Half Title
  3. Title Page
  4. Copyright Page
  5. Table of Contents
  6. Preface
  7. 1 Corporate Governance and Sustainability
    1. Corporate Social Responsibility and Sustainability
    2. Convergence of CSR and Corporate Governance
    3. Impact of Convergence on Corporate Regulation
    4. Investor Interest in CSR and Sustainability and Impact on Board Oversight
    5. Transparency and Disclosure
    6. Notes
  8. 2 Sustainability Standards and Instruments
    1. CSR Initiatives of Governmental or Intergovernmental Bodies
      1. United Nations Global Compact
      2. OECD Guidelines for Multinational Enterprises
      3. G20/OECD Principles of Corporate Governance
      4. International Labour Organization
      5. International Finance Corporation
      6. Principles for Responsible Investment
      7. United Nations Sustainable Development Goals
      8. United Nations Human Rights Instruments
    2. Sectoral CSR Commitments
    3. International Multi-Stakeholder Processes
      1. AccountAbility
      2. CRT Principles for Business
      3. Extractive Industries Transparency Initiative
      4. Forest Stewardship Council
      5. Marine Stewardship Council
      6. Social Accountability International
      7. Roundtable on Sustainable Palm Oil
    4. International Reporting and Management Standards
    5. Securities Exchanges and Regulators
    6. Notes
  9. 3 Board Oversight of Sustainability
    1. Directors’ Adoption and Oversight of Corporate Sustainability
    2. Directors’ Fiduciary Duties
    3. Framework for Board Oversight of CSR and Corporate Sustainability
    4. Board Committees
    5. Board Composition
    6. Sustainability Education and Training for Board Members
    7. Notes
  10. 4 Governance and Nominating Committee
    1. Qualifications of Directors
      1. Independence Requirements
      2. Financial Expertise
    2. Charter and Activities of Governance and Nominating Committee
      1. Statement of Purpose
      2. Composition, Meetings and Procedures
      3. Scope of Duties and Responsibilities
      4. Identification and Selection of Qualified Directors
      5. Governance Codes and Policy Statements
      6. Directors’ Education and Performance Assessment
      7. Evaluation of Board and Committee Performance
    3. Notes
  11. 5 Audit Committee
    1. Charter and Activities of Audit Committee
      1. Statement of Purpose
      2. Composition, Meetings and Procedures
      3. Scope of Duties and Responsibilities
      4. Oversight of the Integrity of the Company’s Financial Statements
      5. Relationships with Auditors
      6. Disclosure Controls, Compliance and Risk Management
      7. Approval of Related-Party and Conflict-of-Interest Transactions
      8. Internal Audit Function
      9. Sustainability
      10. Audit Committee Reporting and Self-Assessment Requirements
    2. Notes
  12. 6 Compensation and Organizational Development Committee
    1. Charter and Activities of Compensation Committee
      1. Statement of Purpose
      2. Composition, Meetings and Procedures
      3. Scope of Duties and Responsibilities
      4. Compensation Philosophy
      5. Executive Compensation
      6. Incentive Compensation Plans
        1. Organizational Development
      7. Sustainability Performance
      8. Evaluation of Committee Performance
    2. Notes
  13. 7 Corporate Social Responsibility Committee
    1. Charter and Activities of Corporate Responsibility Committee
      1. Statement of Purpose
      2. Composition, Meetings and Procedures
      3. Scope of Committee Duties and Responsibilities
      4. Evaluation of Committee Performance
    2. Alternative Structures
    3. Notes
  14. 8 Environmental, Health and Safety Committee
    1. Environmental, Health and Safety Governance and Management
      1. EH&S Planning and Procedures
      2. Management Responsibility for EH&S
      3. EH&S Oversight Committees and Departmental EH&S Committees
    2. Charter and Activities of Environment, Health and Safety Committee
      1. Statement of Purpose
      2. Composition, Meetings and Procedures
      3. Scope of Duties and Responsibilities
      4. Compliance with Laws, Regulations and Standards
      5. Supply Chain Management
      6. Education and Training
      7. Stakeholder Engagement
      8. Transparency and Disclosure
      9. Monitoring and Measuring the Effectiveness of EH&S Procedures
      10. Evaluation of Committee Performance
    3. Notes
  15. 9 Compliance and Risk Management Committee
    1. Compliance and Compliance Programs
      1. Directors’ Role in Developing and Overseeing Compliance Programs
      2. Elements of Effective Compliance Programs
    2. Enterprise Risks and Risk Management
    3. Charter and Activities of Compliance and Risk Management Committee
      1. Statement of Purpose
      2. Composition, Meetings and Procedures
      3. Scope of Duties and Responsibilities
      4. Evaluation of Committee Performance
    4. Notes
  16. 10 Disclosure and Reporting Committee
    1. Sustainability Reporting and Auditing
      1. Global Reporting Initiative Standards
      2. International Integrated Reporting Framework
      3. Sustainability Accounting Standards Board
      4. Verification and Independent External Assurance
    2. Role of Audit and Disclosure and Reporting Committees
    3. Notes
  17. 11 Internal Governance Instruments
    1. Principles of Corporate Governance
    2. Codes of Conduct and Ethics
    3. Board of Directors’ Code of Conduct
    4. CEO/CFO Code of Ethics
    5. Ancillary Board Policies
    6. Sustainability-Related Instruments
    7. Notes
  18. 12 Organizing for Sustainability
    1. Role of the CEO in CSR Activities
    2. Organizational Structures for Sustainability
    3. Sustainability Executives
    4. Management Systems
    5. Role of the Legal Department
    6. Notes
  19. 13 Social Enterprises
    1. Benefit Corporations
    2. Formation of Benefit Corporations
    3. Articles of Incorporation
      1. Mandatory Provisions
      2. Purposes and Powers Provisions
      3. Optional Provisions
    4. Alternative U.S. Structures for Social Enterprises
    5. European Social Enterprises and Benefit Companies
    6. Notes
  20. Index

Product information

  • Title: Sustainability and Corporate Governance
  • Author(s): Alan S. Gutterman
  • Release date: December 2020
  • Publisher(s): Routledge
  • ISBN: 9781000284096