Climate Change and

The Corporate Secretary:

Influencer or Implementer?
April 2021
Contents
About the survey

Foreword 2

Introduction 3

The governance of climate change 4

Awareness of climate change and
maturity of the company 4
Accountability and responsibility 6
The role of the Board 7
The role of the Corporate Secretary 8
Governance structures 12
Regulation and reporting 13
Future tactics 15
Key takeaways for Corporate Secretaries 17
Conclusion 18

Respondent profile 19

Other participating countries 20

Climate change: A decade for action 21

About CSIA 23
About PwC 23

Contacts 24
About the survey
In the third quarter of 2020, CSIA and PwC
conducted a survey to investigate how organisations
are addressing climate change from a governance
perspective, and particularly its impact on the role of
the Corporate Secretary. CSIA member bodies were
requested to distribute an electronic survey to their
member company representatives. The electronic
survey was distributed to CSIA members in 14 countries
as well as additional jurisdictions via social media
promotions.

Objectives
The key objectives of the survey were to gain insights into:

• the measures regulatory authorities have taken to manage and respond to climate
change risks
• the extent to which entities have adopted regulatory guidance/principles on
climate change and embedded them into their corporate culture
• the allocation of responsibilities (including delegations) within the entity with
regards to climate change
• the role of the Corporate Secretary (or other equivalent position) in influencing
corporate governance practices that address climate change
• the current overall awareness of climate change and maturity of the organisation
• the current knowledge, skills and expertise of both the Corporate Secretary
(or other equivalent position) and the Board specifically relating to climate change
• current training received by both the Corporate Secretary (or other equivalent
position) and the Board on the topic of climate change and related matters (i.e.
climate change risks and opportunities, emerging trends and issues) as well as
identifying training needs
• the extent to which climate change is reported on, the frequency of internal and
external reporting and the extent to which related disclosures on climate change
are made
• the risk management process and the extent to which climate change risks are
identified, responded to, mitigated and monitored.
Foreword

As global pressure The survey was electronically

distributed to 14 CSIA member
It is also heartening to note that
many organisations are gearing up to
around climate change countries and on social media implement climate change initiatives
action increases, it has platforms between June and August
2020 and responses were received
and governance. This involves setting
up the required committees, creating
become imperative from 584 participants in 21 countries. budgets for opportunities, improving
Respondents included Corporate compliance and understanding what
for Boards to integrate Secretaries, risk and compliance reporting standards require of them.
climate change into their managers and accountants from With a strong platform, there are
the private and public sectors opportunities for these organisations
strategic and oversight and represented a broad range of to positively contribute to specific
responsibilities. More industries. target areas of improvement.

and more shareholders The survey findings suggest that As one of the most prominent
and stakeholders there are many opportunities
for knowledge sharing between
global issues, climate change poses
climate-related risks to the viability
expect effective climate jurisdictions, organisations and of an organisation and a threat to the
individual governance professionals in environment we live in.
action and governance this field. Learning by experience is a
from their companies. great asset that can be shared in many As conduits to Boards and companies,
ways across brands and member proactive response by Corporate
Boards will therefore require material associations. Secretaries, both as individuals and
information to inform their decision corporately, to cushion the impact
and policymaking. As the custodian More than half (55%) of respondents of climate change is certainly an
of corporate governance in an believe their organisation has shown obligation to mother nature.
organisation, one of the critical roles promise and has positive future plans
of the Corporate Secretary is to to drive climate change risks and With this, CSIA hopes that Corporate
educate the Board on developments in opportunities. Priorities vary across all Secretaries will not only ensure
governance and advise on the impact jurisdictions especially in the areas of adequate reporting on a company’s
on the Board strategy. pollution, sustainable usage of natural climate change governance, but
resources, accountability for waste also be able to influence and play a
Corporate Secretaries International disposal and consistent education of more significant and tactical role in
Association Limited (CSIA) and human resources. guiding the Board to consider risks
PwC collaborated on a project to and opportunities relating to climate
determine the role of the Corporate Organisations with specific target change.
Secretary in driving climate change in areas for implementing climate
organisations. This survey report will change initiatives were represented
present an overview of the regulatory by less than half of respondents.
environments in different jurisdictions It is clear that those who do not Karyn Southgate
and the extent to which organisations believe their organisations have done CSIA Immediate Past President
have adopted the regulations, the role sufficient work, or given thought to
of the Corporate Secretary in guiding driving climate change risks and
corporate governance practices that opportunities, could benchmark with
address climate change and future those that have.
plans to drive climate change risks and
opportunities.

2 | Climate Change and The Corporate Secretary: Influencer or Implementer?

Introduction

Climate change is The World Economic Forum’s Global

Risks Report identified extreme
Consequently, the role of the
Corporate Secretary has never been
not a new risk to the weather conditions and climate action more important in guiding the Board
international business as two of the ‘top five global risks in
terms of likelihood’ in 2020, and it has
to effectively govern climate change.
With the aim of receiving more insights
landscape, and been estimated that these will cost the into this evolving role, this study
global economy some $43tn by 2100.1 considered a number of aspects,
indications are that it Between 2010 and 2019, 115 distinct including:
is receiving increased weather events caused more than
$1bn in damage in the US alone. • the role of the Corporate
attention globally. Secretary in guiding corporate
The disruptive relationship between governance practices that address
climate change and business has climate change
become increasingly evident as
severe weather events become • the regulatory environments
more frequent. This change creates across CSIA member jurisdictions
both risks and opportunities as and the extent to which
organisations are forced to re-examine organisations have adopted
existing dynamics to address the climate change initiatives
challenges posed by the impact of • future plans to drive climate change
climate change on their businesses. risks and opportunities.
Climate change and the impact The findings of this study are
on business and society have also presented in the context of the
received increasing attention from organisations’ governance structure,
investors, regulators and other regulatory environments and reporting
stakeholders, and there is growing requirements. Some of the identified
expectation that organisations will approaches and tactics to address
need to adopt a more integrated and the impact of climate change on the
strategic approach that includes organisation are shared, and ultimately
understanding, identifying, assessing, the key takeaways for the Corporate
responding to, and disclosing climate Secretary are listed.
risk.
The widespread availability of
It is therefore important for knowledge about climate change’s
organisations to demonstrate a current and anticipated impact on
strategic approach to address climate people, countries and businesses
change risks and opportunities by is acknowledged. But given the fact
ensuring that Boards of directors that climate change risk has to be
incorporate this into their duties as integrated into governance for it to
stewards of the organisations they be managed effectively, the survey
oversee. However, Boards will need to was intended to complement the
make informed decisions to manage existing bodies of knowledge by
climate risks and opportunities focusing specifically on the role of
effectively while ensuring the the Corporate Secretary/governance
sustainability of their organisations. professional.

1
“These Are the Top Risks Facing the World
in 2020,” World Economic Forum, taccessed
15 February 2021, https://www.weforum.org/
agenda/2020/01/top-global-risks-report-climate-
change-cyberattacks-economic-political/.

| 3
The governance
of climate change
It is becoming It therefore cannot be ignored that climate change is a governance issue.
There is growing pressure on Boards to exercise their duty of care by ensuring
increasingly evident that that they are informed on the impact of climate change on the organisation
climate change drives and have integrated climate governance into their strategic and oversight
responsibilities.
risks and opportunities
In the context of governance, the survey investigated the organisation’s
and that business awareness and structure to manage the risk of climate change, including the role
decisions have become of the Board and the Corporate Secretary, and their capacity to fulfil these roles.

inextricably linked This section examines respondents’ awareness regarding the implementation
with effective climate of climate change initiatives in their organisations, the responsibility for driving
climate change and the extent to which it has been embedded in the governance
governance. structures of their organisations.

Awareness of climate change and maturity

of the company
Respondents were asked to rank reasons for their organisations to implement
climate change interventions.

Figure 1: Organisational governance priorities

Q: How would you rank the following in order of importance for your company?

Improving Compliance Mitigating – or Enabling external Other

reputation & purposes reversing – stakeholders
brand loyalty negative to understand
environmental, the organisation’s
social & true value, and
governance tangible &
impacts intangible assets

Priority 1 Priority 2 Priority 3 Priority 4 Priority 5

4 | Climate Change and The Corporate Secretary: Influencer or Implementer?

Respondents identified improving reputation and brand loyalty as the top
priority, followed closely by compliance and mitigating negative environmental, Climate change
social and governance (ESG) impacts. risks translate into
Aspects deemed less important include increasing business resilience and
organisational
sustainability, adapting to climate change and stakeholder (e.g. employees, opportunities
customers, regulators) confidence.
• Reputational credibility:
While the results indicate that organisations are clearly aware of the need to Increasing awareness of climate
implement climate change interventions, the responses also demonstrate change and implementing
that the risks and opportunities which it poses to the organisation had to initiatives to combat it will
be considered when the impact of climate change on the organisation was brand the organisation as a
evaluated. responsible corporate citizen
contributing to the national
When looking more closely at the underlying climate change risks facing their interest, which will attract and
organisations, respondents cited rising temperature, floods and drought as enlarge the customer base.
the top three risks. These closely align with those of the 2020 World Economic • Attract foreign direct
Forum Global Risk Report, which identified the top three risks in terms of investment: Demonstrating
likelihood as extreme weather, climate action failure and natural disasters.2 ethical business performance
through good stewardship of
Nearly three-quarters of respondents indicated that climate change impacts natural resources for future
(such as drought, floods, fires and global warming) have had a negative impact generations will attract climate
on their business revenue. In addition, 93% of respondents indicated that the change focused investors.
consequences of such events not only impact on individual organisations, but on
the entire industry. • Investment in technological
innovation: Using renewable
Given the growing recognition of the disruptive impact of climate change on energy accelerates low-carbon
business, it is heartening that respondents recognised how climate change risks development and represents a
translate into organisational opportunities, such as reputational credibility, long-term investment in a low-
attracting foreign direct investment and accelerating investment in technological carbon economy.
innovations.

Boards appear to be grappling with a complex, new phenomenon, and

practical guidance may be required to help Board directors understand their role
in addressing these risks and opportunities. The Corporate Secretary needs to
ensure that useful guidance is provided to Boards to enable informed decision-
making.

Having questioned respondents’ awareness and acknowledgment

of the risks and opportunities presented as a result of climate change, the survey
sought to gain more insights into how organisations are organising themselves
to address these risks and opportunities, and where the accountability is
ultimately placed.

2
“The Global Risks Report 2020,” World Economic Forum, accessed 15 February 2021, https://www.weforum.
org/reports/the-global-risks-report-2020

| 5
Accountability and responsibility
Climate change has often been The survey considered the main roles driving climate change initiatives within
viewed as being separate from the organisations.
Board’s strategic responsibilities and
not considered to be part of directors’ Figure 2: Responsibility for leading climate change initiatives
duties . As global pressure around
Q: Who within your organisation is charged with initiatives relating to climate
climate change action increases,
change (who drives climate change initiatives) (mark all applicable)?
it has become imperative for Boards
to integrate climate change into their Company/Corporate Secretary/
strategic and oversight responsibilities. 19%
Governance Professional
An increasing number of shareholders Board Chairperson 17%
and stakeholders expect effective
climate action and governance from Chief Executive Officer 14%
companies and organisations. Risk Manager/Chief Risk Officer 10%

Compliance Officer 8%

ESG Manager 7%

Chief Operating Officer 7%

Chief Financial Officer 5%

5%
4% 4%
Finance Accountant
4%
Non-executive Director 4% 4%
1%
Other 4%

Nobody 1%

Although some respondents highlighted that such responsibilities may be

shared, the Corporate Secretary/governance professional is most often tasked
with the responsibility, which suggests that the Corporate Secretary’s role
may be evolving from an advisory to a more leading role in this regard. Closely
following is the Chairman of the Board, the Chief Executive Officer, and the
Risk Manager/Chief Risk Officer. Together, the top four comprise 60% of the
responses.

On a positive note, less than 1% of respondents indicated that nobody was

driving climate change initiatives within their organisation. This suggests that
executive management is generally aware of such risks and opportunities and
involved in making them strategic imperatives.

While organisations may have varying views about who the drivers of the climate
change agenda are or ought to be, it is clear that accountability ultimately
resides at governance level in most organisations. The roles of the Board and
the Corporate Secretary were further investigated in this regard.

6 | Climate Change and The Corporate Secretary: Influencer or Implementer?

The role of the Board
Recent global events, including the Figure 3: Inclusion of climate change risks in responsibility statement and Board
COVID-19 pandemic, have increased charter
concerns about ESG issues and there
Q: Has climate change risk and opportunities been considered and
are growing expectations for Boards
incorporated into your Board’s responsibility statement and Board charter?
to be proactive in integrating climate
action into their strategies and staying
informed of the new complexities
Yes
brought about by the impact of climate
change on the organisation.
No
29% 71%
Respondents were asked to indicate
whether their Board’s responsibility
statement and Board charter include
climate change risks and, in the event
that it wasn’t formalised, they were
asked to specify the Board’s position
with regards to addressing climate
change risks and opportunities.

The vast majority (71%) of the respondents indicated that the Board’s
responsibility statement and Board charter include climate change risks,
which certainly reinforces the belief that accountability rests with the Board.

For the 29% of respondents who indicated that responsibility statements were
not formalised, the most prevalent constraint mentioned was that Boards were
unsure of how to incorporate risks and opportunities, suggesting a possible lack
of material information and absence of accountability frameworks.

In general, most respondents indicated that the Board should drive climate
change initiatives and embed it in their organisations through policymaking and
strategic planning.

Ultimately, failure to find the most effective way of integrating climate change into
governance may reflect negatively on the Board’s duty to exercise ‘reasonable
diligence’ as there is widespread information available about climate change and
the risks it poses to organisations.

The Corporate Secretary has an important role to play to ensure that Boards
have access to the material information they require to inform their decision-
making and policymaking.

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The role of the
Corporate Secretary
As the custodian of corporate
governance in the organisation, one
of the critical roles of the Corporate
If a Corporate Secretary is involved in major
Secretary is to educate the Board decision-making with respect to business
on developments in governance
and advise on their impact on expansion and investment proposals, they
Board strategy, including risks and
opportunities relating to climate
can always contribute to responsible decision-
change. In the words of one of the making that is informed by detailed analysis
survey participants:
of proposals and expansion programmes that
align with the culture, vision and mission of
the organisation. As Corporate Secretaries,
we are all aware of the SDG3 and the MDG4
goals as adopted by the United Nations, and
as responsible professionals, we can advise the
Board to match up their business objectives
with a greater vision for the world. This not
only ensures higher ESG contribution to the
country, but makes organisations stand out as
role models for others throughout the world.
The role of Corporate Secretaries needs to be
strengthened further to give them the power
to be heard, otherwise they merely remain
compliance professionals.”
— Survey participant

3
Sustainable Development Goals
4
Millennium Development Goals

8 | Climate Change and The Corporate Secretary: Influencer or Implementer?

With a particular focus on guiding Figure 4: Figure 4: Importance of the Corporate Secretary in guiding the Board
the Board in considering the risks
Q: How important would you consider the Corporate Secretary’s role in guiding
and opportunities relating to climate
the Board in considering the risks and opportunities relating to climate
change, respondents were asked to
change?
rate the importance of the Corporate
Secretary’s role in this regard, ranging
from critical to least important. Very important 27%

Critically Important 21%

Important 21%

Moderately Important 17%

Somewhat Important 7%

Least important 7%

The majority of respondents (68%) considered the role of the Corporate

Secretary to be ‘important’, ‘very important’ or ‘critically important’.

With 50% of the survey respondents being Corporate Secretaries or governance

professionals, their particular roles and responsibilities concerning climate
change initiatives were investigated further and they were asked to specify their
roles in this regard.

Figure 5: Role of Corporate Secretary regarding climate change

Q: Describe your role in guiding the Board with regard to climate change

Advisory 31%

No role 21%

Update or provide information 16%

Compliance 12%

Execution 5%

Ensure climate change is on agenda 4%

Driving role 4%

Policymaking 4%

Strategy 3%

An advisory role was prominent among 31% of respondents. However, 20% of

the Corporate Secretaries that participated in the survey indicated that they play
no role in climate change initiatives within their organisations at present.

| 9
 Interestingly, the survey found that only 15% of Corporate Secretary
Reasons why respondents regard their role as being strategic, driving initiatives or policy
Corporate direction or ensuring that climate change is on the Board’s agenda, despite their
role in guiding the Board in considering risks and opportunities. This suggests
Secretaries play that Corporate Secretaries have an opportunity to assist Boards to define their
no role in climate organisational climate change strategy and identify the opportunities as well as
to set climate change apart from other areas of the risk agenda.
change
The survey further investigated how much reliance organisations place on
Corporate Secretaries attributed Corporate Secretaries to provide the Board with the appropriate direction,
this to a number of reasons, guidance and awareness to ensure that it can effectively discharge its duties
including: relating to climate change and related risks and opportunities. The general
perception is that Boards do rely on Corporate Secretaries for direction and
• the Corporate Secretary being guidance in such matters, as shown in figure 5.
underutilised and mainly
regarded as a scribe Figure 6: Reliance on Corporate Secretary
• difficulty in leading such Q: How much reliance is placed on you to provide your Board with the
initiatives when the Corporate appropriate direction, guidance and awareness in respect of its duties and
Secretary is not of sufficiently responsibilities around climate change and related risks and opportunities to
high rank in the organisation ensure that the Board can effectively discharge its duties relating to climate
• a lack of awareness and change.
acknowledgement of climate
33%
change as a Board-level
31%
issue and the role Corporate
Secretaries can play in driving
the climate change agenda
• the Corporate Secretary having a
limited platform to say anything 21%
about climate change, especially
in midsize and family-owned
enterprises 14%
• the Corporate Secretary not
having access to the Board
• working for a partnership in
which the partners set the
agenda and make all the
decisions. 1%

Not reliant Minimally reliant Reliant Very reliant Over-reliant

More than half of participants (54%) confirmed that the Board was ‘reliant’
or ‘very reliant’ on Corporate Secretaries for direction and guidance on this
matter. For the respondents who said there was no, or minimal, reliance on the
Corporate Secretary, the reasons for this were (in order of frequency):

• Climate change issues are not part of the Corporate Secretary’s role/portfolio.
• Climate change is not yet an area of focus for the Board.
• The organisation has inadequate internal resources.

• The Corporate Secretary lacks understanding/experience in this field.

The results clearly indicate that, in instances where the Board is aware of the
impact of climate change and engaged in addressing it, reliance is placed on
the Corporate Secretary for guidance. The importance of the role is further
reinforced by the Corporate Secretary responses captured in Fig 4. In guiding
the Board, however, the Corporate Secretary needs to ensure that they have the
knowledge and understanding to educate the Board on climate change issues.

10 | Climate Change and The Corporate Secretary: Influencer or Implementer?

When asked whether they believe The other half of the respondents, who indicated that they believe they have
they have sufficient knowledge about sufficient knowledge on this topic, identified a number of actions that they
climate change to effectively guide typically take in order to raise awareness of climate change issues to the Board
and direct the Board, the participating and Board committees, as summarised in Figure 7.
Corporate Secretaries were divided
50:50, suggesting that half do not Figure 7: Raising awareness about climate change among the Board and Board
have the requisite knowledge and committees
experience to do so.
Q: How do you raise awareness about climate change among the Board and
Board committees? Select all applicable.
However, respondents reported that
they are taking steps to educate and
inform themselves about climate Workshops
change. The main ways they are doing 14%
this include (in order of preference):
Newsletters on organisation’s
intranet
• attending seminars/workshops
35% Surveys
• reading online sources
21%
• following media
Other
• bringing in expert speakers
• reading of journals
• discussing with colleagues
• reading company newsletters 30%

• watching documentaries.
The most common actions taken to raise awareness of climate change include
conducting workshops, distributing newsletters and conducting surveys. Other
mechanisms used mainly include the writing of memos for the Board and internal
communication with staff.

While there are many sources of information available that deals with the impact
of climate change and the results seem to indicate that a concerted effort is
being taken to raise awareness on climate change, it is concerning that there
is a gap in knowledge regarding how to effectively integrate the risks and
opportunities into organisations’ strategic plans. There is an opportunity for
expanding training and continuing professional development programmes for
Corporate Secretaries to address this need.

| 11
Governance structures
Considering the risks and Figure 8: Climate change as a separate and prioritised agenda item
opportunities presented to
Q: Is climate change a separate and prioritised agenda item at Board and/or
organisations as a result of climate
management committee meetings? If ‘yes’, has climate considerations been
change, the survey investigated
integrated into (an) existing committee(s) or addressed by a dedicated
the governance structures that
specific climate/sustainability committee?
organisations have in place to address
these.
No
Despite the vast majority of
respondents indicating that their
Boards’ responsibility statement Yes
and Board charter include climate
change risks (see Figure 3: Inclusion of
climate change risks in responsibility 36%
statement and Board charter), the 64%
survey results suggest that Boards’
current level of focus on climate
change issues is insufficient.

The majority (64%) of respondents indicated that climate change issues are
not prioritised as a separate agenda item on Board or management committee
agendas, while 17% also confirmed that there were no formal process in place to
communicate climate change risks.

Of the 36% of the respondents who confirmed that their Boards and
management teams have included climate change as a standing agenda item,
nearly half have a committee dedicated to climate change issues, while the
rest have integrated climate change and sustainability issues into other existing
governance structures, most notably their risk, audit, governance, or social and
ethics committees.

Overall, these findings suggest that despite the growing concern and importance
of climate change issues affecting organisations, many could do more to
improve their governance concerning this matter.

Although it may not be necessary for all organisations to include climate

change as a standard Board agenda item, they would be encouraged to at least
implement a formal process to communicate climate change issues to their
governance structures.

12 | Climate Change and The Corporate Secretary: Influencer or Implementer?

Regulation and reporting
The Paris Agreement5 brought together Regulation
all nations to combat climate change
and, in facilitating the implementation Most territories and jurisdictions have regulations of some sort regarding
of the Agreement, the 2019 Climate climate change, but more than half of survey respondents (54%) were not
Action Summit introduced initiatives aware of these. This raises the question: How can an organisation adhere to the
to reduce emissions, mobilise applicable regulations if it is not even aware of them?
sustainable finance and build
resilience to climate change. Nevertheless, for the 46% of respondents who say they are aware of climate
change regulatory authorities and standard setters in their respective territories,
Coalitions consisting of governments, these bodies seem to undertake a range of actions in an attempt to manage
business and civil society have joined climate change risks effectively. These are presented in Figure 9.
forces to implement these initiatives
to address the challenges of reducing Figure 9: Actions by regulatory authorities and standards organisations to
emissions in specific industries, manage climate change risks
addressing critical concerns such as Q: Within your company’s industry, what are regulatory authorities currently
jobs and gender equality, sourcing doing to manage climate change risk effectively?
finance for climate action, building
sustainable infrastructure for cities Establishing regulatory authorities 29%
and communities, using nature-
based solutions and building climate
Initiatives to promote climate risk 22%
resilience.
Awareness: workshops,
While these initiatives have provided training, circulars 18%

momentum for climate change action Enforcing compliance with

to be taken, Boards are facing the regulators 16%
dilemma of ensuring the financial
sustainability of their organisations Disclosures 8%
and achieving profit targets while
satisfying customer and community Little/no activity 5%
demands for social responsibility and
Creating subsidies for specific
environmental protection. targets 1%

Through the disruption caused to Unsure 1%

business activities, supply chains,
use of products, taxes, regulations
and numerous other factors, climate In many cases, a proactive and visible role being played by the regulatory
change has a significant financial authorities has been key to organisations’ awareness of the applicable
impact on organisations as was regulations. One could therefore ask the question: Should organisations do more
indicated by 75% of respondents citing from their end to stay abreast with requirements?
a decrease in revenue. Addressing
climate change through governance
processes is not only about social
responsibility or protecting the
environment, but it is also critical to
business sustainability.

At the same time, by proactively

pursuing and incorporating climate
change as part of an organisation’s
strategy execution, and by periodically
monitoring and reporting on it, an
organisation can identify opportunities
on various fronts, as acknowledged
by more than half of the survey
participants.

5
“The Paris Agreement,” United Nations Climate
Change, accessed 18 March 2021, https://
unfccc.int/process-and-meetings/the-paris-
agreement/the-paris-agreement

| 13
 Reporting
In crafting ‘Transforming our world: the 2030 Agenda for Sustainable
Development’, the United Nations put forward 17 Sustainable Development
Goals (SDGs).6 These goals are complex; and so is business, which leaves
many wondering where to start. At the same time, pressure to respond will only
increase – pressure from customers, buyers, and governments of the countries
in which organisations operate. Reporting, both internal and external, will receive
heightened scrutiny as stakeholders expect relevant information regarding
climate change.

Organisations’ responses to achieving the SDGs can shape their long-term

strategy, support dialogue with stakeholders and help to maintain or secure their
licence to operate. They can also be used as a catalyst to identify opportunities
in new markets or create demand for new or alternative products, and to identify
risks not previously considered. What are Boards’ views on SDGs? A robust
Board discussion around these could be a first step to defining strategy.

Survey respondents were asked to indicate whether risks, opportunities and

specific events emanating from climate change are formally reported on, and
if so, how often.

Figure 10: Formal reporting on climate change issues

Q: How frequently does reporting on matters relating to climate change and
related risks and opportunities occur

12% Annually

10% Almost never

45% 55% 10% Other

2% Monthly

17% Quarterly

4% Half yearly

Yes Never

More than half (55%) of respondents confirmed that opportunities, risks and
climate-driven events impacting on their business are formally reported on, and
most report on these once or more times per year.

A small number of respondents (10%) indicated that they do not report on such
issues consistently and, instead, do so when requested by the Board or Board
committee, or when a particular issue or event arises.

Of the respondents that do formally report on these matters, less than a third
indicated that they follow recognised, voluntary climate change reporting
frameworks, such as the Carbon Disclosure Project (CDP), Paris Agreement, or
Task Force on Climate-related Financial Disclosure (TCFD).

6
“Transforming Our World: The 2030 Agenda for Sustainable Development,” United Nations, 2015. Accessed
22 February 2021. https://sustainabledevelopment.un.org/post2015/transformingourworld/publication

14 | Climate Change and The Corporate Secretary: Influencer or Implementer?

Future tactics
Shifting to a more forward-looking
mindset, the survey investigated
the extent to which climate change
initiatives are expected to be
addressed in the upcoming 12 months.
A review of climate change risks and
It was encouraging to find that
55% of respondents believe their
opportunities, undertaken in 2019, provided
organisations have demonstrated assurance that the company is giving the
an appetite to drive climate change
risks and opportunities. Priorities vary necessary attention to the primary climate
across jurisdictions, especially in the change concerns but also highlighted a few
areas of pollution, sustainable use
of natural resources, accountability peripheral concerns that the company might
for waste disposal and consistent
education of human resources.
seek to factor into its future assessments of
climate change risks and opportunities. The
company has an environmental policy that
guides its activities in the key areas of climate
change, carbon emissions, biodiversity, energy,
water and waste. It is also looking to review
and enhance its position and be more specific
about its approach to those issues.”
– Survey participant

Plans to drive climate change cover a range of focus areas, which are presented
in Figure 11.

Figure 11: Focus areas for driving climate change risks and opportunities
Q: What are the company’s plans to drive climate change within the company
over the next 12 months?

Reducing carbon emissions 21%

Reducing paper usage 17%

Responsible waste disposal 12%

Investing in clean/renewable energy 12%

Efficient energy usage 10%

Tree planting and reforestation 8%

Working from home 4%

Green campus/offices 4%

Reducing greenhouse gas emissions 4%

Improving livelihoods 4%

Reducing e-waste 2%

Procuring environmentally-friendly products 2%

| 15
A reduction in carbon emissions is the Figure 12: Main strategies for driving climate change risks and opportunities in
most common focus area, which may the upcoming 12 months
be attributable to the fact that a large
percentage of survey participants are
Specific environmental target areas 47%
operating in India (39%) and China
(19%), where carbon emissions are a
national priority. Not aware of plans/no plans confirmed 14%

When enquiring on the actions and Improved compliance with industrial

13%
plans made to address these areas, standards/best practices
the respondents highlighted the
following strategies. Improved education of staff and stakeholders 10%

Creating committees and working budgets 9%

Improved climate change reporting (internal and

external to organisation) 5%

Initial plans delayed due to pandemic 2%

Nearly half of the respondents (47%) indicated that their organisations are driving
climate change risks and opportunities within a specific environmental target
area, such as carbon emissions.

Of the remaining 53%, many organisations appear to be gearing up to implement

climate change initiatives and governance practices. This involves setting up the
required committees, creating budgets for opportunities, improving compliance
and understanding what reporting standards require from them. By creating a
strong platform, there will be opportunities for these organisations to positively
contribute to improvements in specific environmental target areas.

16 | Climate Change and The Corporate Secretary: Influencer or Implementer?

Key takeaways for Corporate Secretaries
• Most Boards have climate change on their agendas engagement of Boards with stakeholders on issues
as demonstrated by the results of the survey which relating to SDGs as this will facilitate their understanding
indicated that accountability for climate change is of the role they can play in securing a stable environment
at Board level, but Boards are reliant/dependent on as well as identifying risks and opportunities to inform
Corporate Secretaries to drive climate change initiatives. the long term strategy of the organisation.
• The Corporate Secretary should ensure that Boards and • It is recommended that a formalised approach
understand their role in dealing with matters relating to adopting climate change regulation should be
to climate change and prioritise it as a separate Board implemented as part of the organisation’s compliance
agenda item on climate change. efforts and that the Corporate Secretary should ensure
that the Board is updated on regulatory requirements
• The role of the Corporate Secretary is considered
and able to access resources available at regulatory
important. However, organisations need to examine their
bodies to inform their decision-making.
level of reliance on Corporate Secretaries at a strategic
level and their capacity to fulfil expectations at this level • Disclosures covering risk governance and management,
rather than view their role as an advisory one. and the company’s external impacts and responses
should be considered as this not only demonstrates
• The Corporate Secretary should establish mechanisms
responsible corporate citizenship, but allows the
to ensure awareness, at both Board and managerial
organisation to be transparent about its efforts to
level, of the possible impact of climate change on the
mitigate climate risk.
organisation’s ability to achieve its strategy.
• To this end, a reporting framework that is appropriate for
• Boards need to confirm their accountability for climate
the organisation should be defined and implemented.
change by ensuring that Board responsibility statements
include climate change responsibilities.
• Organisations need to consider their capacity to address
issues relating to climate change, and ensure that
sufficient resources are available to implement climate
change initiatives effectively .
• The Corporate Secretary, as the conduit between
Boards and stakeholders, should also ensure the

The Corporate Secretary sits at the heart of the organisation, a bridge

between the executive and the Board and holds a uniquely privileged
position within an organisation. The Corporate Secretary’s role in putting
the climate crisis on the Board agenda is vital. Board time is precious
and pressured, but what can be more important to discuss than the
biggest existential risk of our time? This affects every company, either
through its customers, investors, suppliers or employees, and often
all of these. It is central to the Corporate Secretary’s role to make sure
these matters are properly considered, and that the Board has the
right information to make informed decisions. As Corporate Secretary,
encourage your chair and non-executive directors to join and attend the
range of events planned to support in getting the climate crisis onto the
agenda.”
— Survey participant

| 17
Conclusion
Boards and management teams The survey findings suggest that We would like to thank the CSIA
are being called on to understand there are many opportunities members and all survey participants
climate-related megatrends and their for knowledge sharing between who assisted in the formation of this
impact on the organisation, as well jurisdictions, organisations and body of knowledge. A special thank
as the organisation’s impact on these individual governance professionals you is extended to Mr Rudolf Essel
trends. Commitment to acting on in this field. for contributing their insights and
climate change and moving towards analytical skills to the report.
sustainability, setting targets to Learning by experience is a great
reduce emissions, and becoming asset that can be shared in many We wish you all the best in driving
carbon-neutral within a defined time ways across brands and member and implementing the initiatives
frame should be priorities for those associations. The Corporate that will embed climate change
charged with governance. What is too Secretaries International Association in the corporate culture of the
often missing from the conversation Limited (CSIA) believes that the organisation – may it be a valuable
is that in order to ensure sustainability learnings articulated in this paper process for you, your Board and
and accountability, these processes will assist Corporate Secretaries your organisation.
need to be formalised. and governance professionals in
this mammoth task.
Reporting can be viewed as a tool
to drive behaviour change, and
incorporating aspects relating to
climate change into strategy as
opposed to merely including it in
reporting processes, is a positive step
towards ensuring sufficient attention
at the governance level to drive actual
implementation.

As investors, regulators and other

stakeholders increasingly challenge
companies to demonstrate an
integrated, strategic approach to
addressing climate change risks and
opportunities, the role of the Corporate
Secretary is critical to ensuring that
Boards are equipped with the right
tools to make the best possible
decisions to appropriately address
climate risks and opportunities.

The Corporate Secretary must create

the enabling environment for climate
governance by increasing the Board’s
climate awareness, integrating climate
considerations into Board structures
and processes, and steering the Board
to responsible leadership by providing
the right tools to address the risks
and opportunities that climate change
poses to the organisation.

18 | Climate Change and The Corporate Secretary: Influencer or Implementer?

Respondent
profile
A total of 523 The following figures provide insights into the respondent demographics, in
particular with regards to:
respondents
• their roles within their respective organisations
representing more
• the primary country of their organisation’s operations
than 30 industries
• the different types of organisations they represent.
participated in the
survey. Although half of the respondents are Corporate Secretaries/governance
professionals, various other professional roles were also represented.

Figure 13: Role of respondents

Company/Corporate Secretary/
Governance Professional 50%

Other 20%

Finance Accountant 6%
5%
Legal Counsel

Compliance Officer 5%

Chief Financial Officer 4%

Chief Executive Officer 3%

Executive Director 3%

Board Chairman 1%

Non-Executive Director 1%

Risk Manager/Chief Risk Officer 1%

Sustainability Manager 1%

Respondents came from 21 countries, of which China, India, Nigeria and South
Africa had the highest level of participation.

Figure 14: Primary countries represented by respondents

India
17%

China

Nigeria
11% 39%

South Africa

Other
14%

19%

| 19
 Other participating countries
Australia Germany Peru

Bangladesh Kenya The Netherlands

Botswana Laos United Arab Emirates

Canada Malaysia United Kingdom

Cayman Islands Namibia Zimbabwe

Eswatini Singapore

When considering the types of organisations that were represented, large private
organisations, small private companies and listed companies accounted for
nearly 70% of participants.

Figure 15: Type of organisation

Small private company

3%
5%
Listed company
7% 27%

Large private company

12% Other

Non-profit organisation

State-owned enterprise

24%
22% Family-owned business

The respondents covered more than 30 different industries, of which the top
seven, as shown in Figure 16, accounted for 50% of respondents.

Figure 16: Top seven industries

Financial services: Banking & capital markets 71

Manufacturing: Industrial products 53

Wholesale & retail 49

Real estate/asset management 45

Transport & logistics 42

Labour & industrial relations 38

Manufacturing: Consumer goods 37

Number of companies

20 | Climate Change and The Corporate Secretary: Influencer or Implementer?

Climate change:
A decade for
action

Climate change is Such changes have been witnessed in

the severe wildfire season in Australia
The 2015 Paris Agreement aims to
limit global warming to 2°C, which
inevitable and we and North America in 2020, the rising was revised to a stricter ambition of
are already seeing its sea levels in west Africa taking away
people’s homes and livelihoods,
1.5°C on the basis that the impacts
on the planet and its people would
impacts, from extreme drought in southern Africa wreaking be ‘manageable’, although we will still
havoc on crops and food security,
weather events to the 2020 floods in Asia caused by the
need to adapt to life in a new climate.

longer-term climatic region’s altered seasonal monsoons Key to reaching this goal is decoupling
destroying communities, and 2020
shifts. being one of the years with the highest
economic growth from carbon
emissions and resource use. To
temperatures recorded in modern achieve this, more than 120 countries,
times. 450 cities and 300 companies have
made net-zero commitments — with
Emissions in the atmosphere are long- dates ranging from 2030 to 2050
lived, so today we are living with the and the commitments covering
impacts of activities of generations approximately 25% of global carbon
past and our children will live with the emissions.
impact of our emissions today.
Net zero, as defined by The Science-
Over the last decade, carbon Based Target initiative (SBTi), is
emissions have increased by 1.5%
per annum, whilst it should have been
a time to avoid the worst impacts, a state in which the activities
and carbon emissions were meant within the value chain of a
to be decreasing. Scientists have company result in no net
demonstrated to ‘most’ governments
that man-made climate change is real
impact on the climate from
and we have since seen commitments, greenhouse gas emissions.
statements of intent, or pledges, to This is achieved by reducing
tackle climate change being made by
value chain greenhouse gas
the public and private sector alike.
emissions, in line with 1.5°C
But the ‘decade of action’ has arrived pathways and by balancing
and we need to act now to ensure that the impact of any remaining
there are fundamental step changes
by 2030 to avoid the worst and most greenhouse gas emissions
irreversible impacts of climate change. with an appropriate amount
Failure to act will fundamentally of carbon removals.
change the way the planet operates
and the way we live — extreme heat,
drought, rising seas, flooding and fires
will impact food security, urbanisation,
migration, poverty and health.

| 21
The SBTi definition of net zero is fast Additionally, 155 companies (with a sectors expected to soon see the
becoming part of a business’ licence combined market capitalisation of same pressure. This is resulting in
to operate, rather than a ‘nice to have’. over $2.4tn and more than five million the phenomenon of ‘stranded assets’
employees) have signed a statement as these resources no longer have a
In the meantime, governments and urging governments around the world buyer and hence no value. This will
cities across the world are increasing to align their COVID-19 economic aid potentially impact the going concern
commitments and regulation around and recovery efforts with the latest status of such entities.
carbon, energy and pollution to climate science. Canada has gone as
encourage companies and individuals far as to make reporting climate risks a The EU is imposing stringent reporting
to act. requirement for companies wishing to requirements on companies operating
receive COVID-19 bailout funds. in the region, which will manifest itself
Among the two biggest global in supply chain requirements. The EU
emitters, US President Joe Biden A coalition of more than 70 pension is also looking to tax imports based on
signalled the US’s intention to rejoin funds and investment managers their carbon footprints.
the Paris Agreement on his first day representing assets of $16tn have
in office, while China has ambitious designed a ‘net zero’ framework to Sustainability can no longer be
commitments around emissions cut emissions from their portfolios by managed in isolation, nor can
reduction and giving incentives for 2050. This is one example of providers organisations focus only on mitigating
renewables making it the largest of capital increasingly moving away negative impacts on society and the
investor in renewable energy. from supporting companies or planet.
Meanwhile, New Zealand is the first industries that are not transitioning.
country to make climate risk reporting Instead, climate and sustainability are
mandatory for companies in line with Already, consumers and trading increasingly being built into the core
the Task Force on Climate-related partners may choose to not buy of organisations, reflected in purposes
Financial Disclosures (TCFD). from a company due to the carbon and missions, managed across
intensity of its products. The energy operations and recognised as crucial
sector, particularly coal and oil, is to engagement with investors and
specifically being targeted with other policymakers alike.

22 | Climate Change and The Corporate Secretary: Influencer or Implementer?

About CSIA About PwC
The Corporate Secretaries International Association At PwC, our purpose is to build trust in society and solve
Limited (CSIA) was established in Geneva in 2010, as an important problems. We’re a network of firms in 155
international federation of national organisations, with the countries with over 284,000 people who are committed to
vision of being the Global Voice of Corporate Secretaries delivering quality in assurance, advisory and tax services.
and governance professionals. CSIA relocated to Hong Find out more and tell us what matters to you by visiting us
Kong in February 2017, where it was incorporated as The at www.pwc.com.
Corporate Secretaries International Association Limited, a
company limited by guarantee. PwC refers to the PwC network and/or one or more of its
member firms, each of which is a separate legal entity.
CSIA aims to create a global profession that develops, Please see www.pwc.com/structure for further details.
grows and promotes best practice in corporate secretarial,
corporate governance and compliance services by Our clients often tell us that what they value most is our
improving professional standards, the quality of governance strong global network, which allows us to collaborate
practice and organisational performance. across the world and bring knowledge and expertise from
one country to the next.
Full members
Institute of Company Secretaries of India (ICSI)

Institute of Chartered Secretaries and Administrators of Nigeria

284,000
(ICSAN) people in
Chartered Governance Institute of Southern Africa (CGISA)

Malaysian Institute of Chartered Secretaries and Administrators

(MAICSA)
155
countries
Institute of Chartered Secretaries and Administrators in
Zimbabwe (ICSAZ)
Institute of Certified Public Secretaries of Kenya (ICPSK)

Chartered Secretaries Institute of Singapore (CSIS)

The Hong Kong Institute of Chartered Secretaries (HKICS)

Institute of Chartered Secretaries of Bangladesh (ICSB)

Affiliate members
The Chartered Governance Institute (CGI)

Governance Professionals of Canada (GPC)

Governance Institute of Australia Ltd (GIA)

Brazilian Institute of Corporate Governance (IBGC) – Instituto

Brasileiro de Governança Corporativa
Society for Corporate Governance (SCG) (USA)

HAWKAMAH Institute for Corporate Governance

Full members Affiliated members

9 6
https://csiaorg.com/

The Global Voice of Corporate Secretaries and

Governance Professionals

100,000 14+
governance professionals country members

100 5
participating countries continents

| 23
Contacts

PwC CSIA
Jayshila Mistri Ashish Garg
Partner, Governance Leader President
PwC South Africa [email protected]
[email protected]
Zahra Cassim
Jayne Mammatt CEO
Partner, Sustainability Leader [email protected]
PwC South Africa
[email protected]

24 | Climate Change and The Corporate Secretary: Influencer or Implementer?

| 25
At PwC, our purpose is to build trust in society and solve important problems. We’re a network of firms in 155 countries with over 284,000
people who are committed to delivering quality in assurance, advisory and tax services. Find out more and tell us what matters to you by
visiting us at www.pwc.co.za.
PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Please see www.pwc.com/
structure for further details.
© 2021 PwC. All rights reserved (21-26623)