How to navigate sustainability and engage the board
Boards need a clear structure for how to think about their role. The following outlines a practical progression from compliance and oversight toward long-term value creation, which has been designed to help directors embed sustainability into their overall governance strategy.
Start with compliance and risk
At a minimum, boards must ensure oversight of climate, physical, and transition risks across their company’s assets and operations. This includes ensuring proper and regular assessments, either separately or as part of the corporate risk assessment process. Luckily, the tools and support for such assessments are readily available.
Boards must also stay attuned to the evolving regulatory requirements, such as the EU Taxonomy, the Corporate Sustainability Reporting Directive (CSRD), the Corporate Sustainability Due Diligence Directive (CSDDD), and carbon border adjustment mechanisms (CBAM), as well as the rising ESG litigation risks. Directors should also be aware that in some jurisdictions, they may be held personally liable for failures to integrate ESG considerations in the company strategy and ensure appropriate governance, meaning their compliance processes must be transparent and robust.
Build organizational resilience
Boards must also assess how sustainability-related disruptions affect business continuity and competitiveness. Climate events like droughts and floods are already reshaping supply chains, driving up costs, and distorting market dynamics. Cocoa prices, for instance, have surged fivefold – leading coffee prices to double. Boards need to identify vulnerabilities, such as reliance on river water for cooling production processes, and consider how reduced insurability could threaten asset value and financial performance stability. By requesting that these considerations be properly embedded into the normal business review, boards send a strong signal and significantly enhance their organizational resilience.
Unlock strategic opportunity
Thirdly, at the most advanced level, is when boards view sustainability as a driver of innovation and growth. Whether by investing in low-carbon technologies, rethinking product design, adapting business models, or more broadly being part of solutions, companies can lead and grow in a transitioning economy. China comes to mind here, dominating the cleantech markets globally from solar panels to hydrogen electrolyzers, so boards must also monitor the geopolitical shifts. Ultimately, sustainability should be treated not as a constraint, but as a strategic advantage.
Embed sustainability into governance
Sustainability must be embedded horizontally across the organization and anchored in governance. Many boards debate whether to create a dedicated sustainability committee or embed it within existing structures like audit or governance committees.
Given the complexity of legislation, reporting, litigation, and science involved, boards need members with experience and expertise. At Nestlé, for instance, sustainability is covered by both a dedicated committee and joint sessions with the audit committee to ensure alignment between strategy and reporting. Strong committees help directors to stay on top of regulations and compliance, while the full board can focus on the strategic considerations.
Boards should also push for clarity and focus. With reporting requirements growing increasingly complex, companies risk getting lost in box-ticking. A double materiality approach offers a useful lens: assessing both how ESG factors impact the company financially and how the company impacts the world materially. This helps boards cut through noise and focus on what matters most.