Shearman & Sterling LLP 20 | The Climate Changes for ESG
COMMITTEES RESPONSIBLE FOR ESG OVERSIGHT****
Nominating and Governance Committee
Public Policy/Regulatory and Compliance/Sustainability Committee
Audit Committee
Compensation Committee
5
4
32
53
**** Based on a review of proxy statements, committee charters and corporate governance guidelines; of the 82 of the
Top 100 Companies that disclosed which board committee(s) had responsibility for ESG oversight, nine of the Top 100
Companies had two or more committees responsible for such oversight.
Disclosure of Board Oversight
Disclosure of the board's oversight of ESG matters is
typically found in three places — the company's proxy
statement, its reports on ESG matters and its corporate
governance documentation. While there is no specific
proxy statement requirement to discuss ESG oversight,
companies have begun to disclose the board's approach
to ESG oversight and the key ESG issues the company is
focusing on. Some companies cross-reference or provide
a link to additional ESG reporting available on their
corporate website. The website often provides information
about who in senior management has responsibility for
ESG matters as well as some details regarding senior
management and board interaction on ESG matters.
Finally, the company's corporate governance guidelines
and its committee charters often provide insights into how
the board oversees ESG matters, including the coverage
of the full board and individual board committees. Given
the increased importance of demonstrating the board's
commitment to ESG, companies have been considering
changing the names of their committees to more directly
indicate where ESG matters are being handled at the
board level.
DOES THE COMPANY DISCLOSE ITS BOARD'S OVERSIGHT
OF ESG MATTERS IN ITS PROXY STATEMENT?
84
16
YES NO
