CAP2030 - Governance in Transition

Sustainable value-oriented governance can make or break the climate transition – reflections on a governance roadmap to 2030

  • GUBERNA
2022
GUBERNA - Sandra Gobert
Type
Article

In a world of limited resources and great uncertainty, there is no business as usual. Companies cannot continue to apply traditional recipes. If they want to sustain economic growth, governance actors will have to rise to the challenge.

Sustainable innovation, visionary risk management and leadership will be key, and investors and directors have an important role to play, from sustainable financing to courageous decision making. 

Multiple initiatives regarding sustainability transformation in all its aspects (ESG, purpose, digital transformation, ethical leadership…) are being launched. As a governance institute, and as Belgium’s first network of directors with an outstanding reputation, we shall take the lead in bringing clarity and in distilling (good) practices, for all sectors, both at national (GUBERNA) and at European (ecoDa) level, highlighting the governance actor’s point of view. We share here some first guidance starting with the huge challenge of climate transition. We invite you to reflect further with us on the governance roadmap 2030, that can equip governance bodies to serve as a beacon in the transition towards sustainable value creation.

The great climate awakening

The pandemic woke us up to a world of limited resources and great uncertainty.

For companies all around the world, challenges are multiple, as they are navigating through a foggy 2022 - 2030 landscape towards a nearly visible 2050 horizon.

The pandemic taught us that resilience is more than crisis management but requires an integrated vision on risk, strategy, and leadership throughout all layers of the organisation, starting at its top level.  

The pandemic is a dry run for a much bigger disruption to come.

According to scientific climate models, if we do not limit global warming to 1,5° C, the projected risks to our natural and human systems augment dramatically: exceptional to extreme heatwaves, marine heatwaves, precipitation deficits and exceptional to extreme droughts, intensified cyclones, exceptional to extreme precipitation and floods, the rise of sea level, ocean warming and acidification impacting ecosystems, ….[1].

The consequences of most of the so-called “tipping points” are not integrated in such climate change models [2].

Luckily, at the COP26 climate summit in Glasgow, the hope of limiting temperature rise to 1,5° C in accordance with the Paris Agreement has been kept alive.

To keep this goal within reach, we must cut global emissions in half by 2030. However, as they stand, the plans submitted by the participating countries are largely insufficient to keep the pledge, so the Glasgow agreement calls on countries to revisit and strengthen their 2030 targets by the end of 2022 [3].

In parallel, a global energy crisis hit the world, with power disruptions making post-pandemic global supply chains even messier, shaking geopolitical relations and pushing up prices.  Inflation may be temporary – or not – but the pandemic clearly made us hit the boundaries of the global economy as we knew it.

Energy is vital to fulfill the needs of an ever-growing world population, coupled with rapid urbanisation [4]. Even if we need less energy per output and if we gradually change our attitudes and way of living into a less-consuming manner, energy demand will keep increasing.

The need to scale up rapidly and globally

The energy sector accounts for two-thirds of total greenhouse gas. According to the International Energy Agency’s Special Report published in May 2021 [5], the pathway to net-zero emissions in 2050 requires an unprecedented transformation of how energy is produced, transported, and used globally.

To decouple economic growth from greenhouse gas emissions within the set timetable, we have to transform the system rapidly and at scale – starting with the industry and our energy consumption at large, including the food system, the way we travel, the way we consume.  

We have to act rapidly and globally. We are so close to the maximum emission that we cannot leave any sector behind, even if some activities are more climate-sensitive than others. 

Of course, companies cannot make the change on their own [6], but they definitely need to be co-drivers. Significant capital is needed for decarbonisation and a global energy transition whereas most post-2030 emission abatements rely on technologies not yet developed or insufficiently competitive.

Taking into account the efforts needed (and the amounts cited ranging up to 50 trillion USD) it is clear that public and philanthropic money is but a drop in the ocean and an ecosystem is needed where industry actors and private and public capital providers work together to develop innovative solutions.

Energy rethinking needs a clear roadmap towards future investments. Energy thinking needs courage and needs all actors of society working together – forming a coalition – of what Eric Lambin calls “global governance” [7].

Green European leadership  

Meanwhile, Europe is taking leadership. So far, it is the only region that is heightening its ambitions.

On 24 June 2021, the Council adopted the European Climate law, setting into legislation the objective of a climate-neutral Europe by 2050, including the reduction of net greenhouse gas emissions [8] with at least 55% by 2030 compared to 1990. An intermediate target for 2040 needs to be proposed by the Commission [9].

On 14 July 2021, Delivering the Green Deal, the Commission presented a set of interconnected proposals to make the EU Fit for 55. The package strengthens eight existing pieces of legislation and presents five new initiatives, across a range of policy areas and economic sectors: climate, energy and fuels, transport, buildings, land use and forestry.

Another important building block of the European plan is the EU Taxonomy Regulation for sustainable activities, part of the sustainable finance package that the EU is preparing, a workstream of the European Commission that supports the European Green Deal, aiming specifically at channelling private investments towards the transition to a climate-neutral economy. This classification system establishes a list of environmentally sustainable economic investments which will be applicable to financial products and in the non-financial reporting for (large) listed companies [10].   

To qualify as environmentally sustainable under European law, an activity has to meet 4 conditions: it has to substantially contribute to the environmental objectives defined by the Regulation without significantly harming one of these objectives, it has to be carried out in compliance with a minimum of safeguards prescribed by the Regulation and it has to comply with technical screening criteria to be established by the Commission. 

On 9 December 2021, the first Taxonomy Climate Delegated Act was published, setting out a first series of technical screening criteria providing guidance on how to align with net-zero in the energy sector (but excluding gas and nuclear energy which are tackled in a leaked Complementary Delegated Act which is the subject of the criticism of sacrificing the scientific integrity of the taxonomy on the altar of fossil gas and nuclear lobbies [11]).

The six environmental objectives to which activities shall respond are climate change mitigation [12], climate change adaptation [13], the sustainable use and protection of water and marine resources, the transition to a circular economy [14], pollution prevention and control, and the protection and restoration of biodiversity and ecosystems [15] [16].

Even if SME’s are spared from these regulatory uncertainties until 2026, it is to be expected that they will be forced by their financiers as well as by their corporate clients to align more quickly with the standards set by the taxonomy reporting [17].

In parallel, the European Commission pursues its review of the non-financial reporting directive, the proposal for a Corporate Sustainable Reporting Directive having been adopted on 21 April 2021[18]. The European Commission’s proposal for sustainable corporate governance, aiming to adapt the EU regulatory framework on company law to augment companies’ focus on long-term sustainable value creation rather than short-term benefits, has been delayed and is now expected in February 2022 [19]. Two pillars will be addressed: mandatory due diligence (both on environmental risks and human rights) and corporate governance (with a clarification of directors’ duties).

Vast opportunities vs vast uncertainties

As science and technology are evolving, choices for our common future become clearer both at international and at European level. Policymakers and legislators are however advancing carefully and slowly, trying to balance short term necessities and political and/or personal considerations with a long-term vision. 

So it might take more time to see clearly through the layers of fog and to be able to roll out a straight path forward.

Meanwhile, industries and businesses cannot put their decision making on hold. Regardless of their scale and sector, they have to look up [20], develop a vision and act accordingly but flexibly while navigating through a complex transition full of uncertainties.

This of course implies massive opportunities: estimations vary according to the sources, but the quoted amounts add up to several tens of trillions of euros. With this potential upside comes a context of huge risks. Even if the why is clear, the how remains totally uncertain.

Technological change is exponential, and many business models do not yet include the innovations of the future we are now preparing for. At this stage, the business case for the new energy sources is far from made. The cost of the transition is thus far not accurately defined nor definable.

The impacts of digital transformation, both at economic and at social level, add a layer to the complexity. Artificial intelligence is progressing rapidly and raising fundamental questions, not least on an ethical level [21].  Meanwhile, a real-time revolution took off when during the pandemic unprecedented online spending assembled masses of timely personal data. The Economist is talking about a third wave of economics, instant economics, where dynamic economics rely on the spontaneous behaviour of millions of companies and customers and where economists are replaced by data scientists [22].

The political and legal contexts are equally unsure. At a geopolitical level, we see a rise in economic sanctions to avoid the more immediately drastic impact of military sanctions, but with an effect on international trade.

Legally, we do not have a harmonised playing field at a European level today, let alone at a global level. Where legislators lag behind, climate justice represents a new form of activism, with (local) courts applying the general standard of care to condemn states and companies to emission abatements and gradually introducing a climate test – klimaattoets – to be applied in several domains [23].  

Nevertheless, we have to move fast and navigate carefully between the risk of stranded assets and the consequences of inaction.

All the way, credibility is key because all the stakeholders are watching.

The pandemic also has a wakening effect on customers and on employees, both being more aware of social justice and climate issues. Companies will have to respond if they want to keep selling and keep and attract staff [24]. In parallel, investors are taking up sustainable stewardship and finance becomes another important driver of change. Banks turn to net-zero pledges and money managers engage in the divestment vs engagement debate, hesitating between excluding polluting activities from their funds or expressly holding on to pressure them to accelerate a green transition.

Putting in place a resilient roadmap 2030 – boards have a duty to act

Companies cannot, in this new world, apply traditional recipes. There is no business as usual in this complex environment where multiple factors are occurring in an interconnected way.  

Governance actors will have to straighten their backs and rise up to the challenge. They have to get organised to serve as resilient beacon in this world of transition.

Of course, there is no one size fits all and if every sector and all activities are concerned, the roadmap will necessarily differ from company to company. There is no off-the-shelf solution: it takes made-to-measure action and reflections and continuous questioning and adjusting all along the road. As stressed by the European Commission in the Fit for 55 declaration, adaptation will be a key component of a long-term response to the transition [25].

Some fundamental guidelines however can be followed, to start with the pivotal importance of boards of directors.

We know that the role of the board [26] is key as it is the duty of the board to set the company’s strategy, putting in place effective, responsible, and ethical leadership and monitoring the company’s performance.

Already in 2020, the Belgian Corporate Governance Code 2020, applicable to listed companies under the comply or explain regime but a source of inspiration for all organisations, highlighted the importance of the board as a driver for sustainable value creation. In its explanatory note published in 2021, the Commission Corporate Governance, stresses the structured engagement of the board as one of the key elements conducive to sustainable value creation [27].

A set of guiding principles and questions How to set up effective climate governance on corporate boards, published by the World Economic Forum in collaboration with PwC in 2019 [28], goes further and advances Climate accountability on Boards at its first principle: The board is ultimately accountable to shareholders for the long-term stewardship of the company. Accordingly, the board should be accountable for the company’s long-term resilience with respect to potential shifts in the business landscape that may result from climate change. Failure to do so may constitute a breach of directors’ duties.

Similarly, in their report issued in September 2021 “Net-Zero” Debunked, A field guide for Board and C-suite executives to respond effectively to the climate emergency, Deloitte & Earth on Board [29], distinguish as the main duty of directors to serve the best interest of the company which according to their findings automatically includes the necessity to engage in a path of global climate neutrality and going as far as considering that not anticipating these evolutions toward global climate neutrality considering the number of emerging pressures and evidence could be viewed as negligence from board members [30]

Reflecting on 2022, the Harvard Law School Forum published two notes [31] related to the duty of oversight of boards. They highlight the increasing importance of climate change and other ESG issues (Covid-19 pandemic, racial and other inequity as well as other social issues) for boards, both subsequent to an intensified investor and regulatory focus, but stress that this shift has not changed directors’ legal accountability. Fiduciary obligations to act in the best interest of the company and its shareholders remain the same. However, directors have considerable discretion to consider non-shareholder interests, as long as there is a plausible connection to a rational business purpose that ultimately is intended to benefit the company and its shareholders over the long term.

Under Belgian law, a fierce debate rages between established experts as to the real consequences of introducing the possibility to register other purposes in the statutes of the company. If directors are of course obliged to comply with the statutes and to look after the corporate interest [32], to what extent do these “other purposes” really alter the definition of vennootschapsbelang/l’intérêt de la société? How does such statutory definition impact the duties of directors towards other stakeholders? This question is especially important because stakeholders can only enforce in court the rights they would potentially derive from an enlarged purpose, where the mechanism of the marginal review or marginale toetsing/appreciation marginal leaves directors with a broad appreciation authority, whereas shareholders have direct control because they appoint and fire the directors, even ad nutum unless expressly agreed otherwise [33]?

But boards are struggling

However, academic as well as field research indicates that boards are struggling [34].

Companies and their directors indeed feel that they have more roles to fulfil and they find themselves facing the very difficult task to combine long-term planning, which is critical to limit economic and social costs, with immediate action, while permanently mitigating between stakeholders potentially conflicting expectations.  

If according to a report published by Insead business school and headhunter Heidrick & Struggles on 13 December 2021 [35], three-quarters of board directors now consider climate change a central issue for their companies’ long-term success, only half said that the subject was properly integrated into their business’s investment decisions, and the majority said their board still needed to increase its climate knowledge.

These findings align with the results of the survey launched earlier last year by Chapter Zero across 154 cross-industry board directors in Belgium and Luxembourg showing that even if there is a growing climate awareness, there is still a lack of skills and concrete action: Most Boards of larger companies are including climate change in their decision-making process, but still need to deliver [36].

In its Annual Corporate Director’s Survey of 2021 [37], PwC arrived at the same conclusion: board start to connect the dots but there stays much room for improvement: while 64% of directors confirm that ESG is linked to into their strategy, only 25% of them are convinced that the board has a deep understanding of ESG issues.

A duty to act starting at three levels

Action is thus needed for companies to create their own made-to-measure governance roadmap towards sustainable value creation.

At this stage, we recommend to start with action at 3 levels: duly equip the board, put sustainable value creation at the center of the board’s functioning and organise a transparent interaction with stakeholders. 

First of all, the composition of the board is indeed crucial. It's a classic, but according to research, boards, unfortunately, tend to prefer the status quo. During the pandemic, it was noted that for boards, even under challenging circumstances, it often remains business as usual [38].  

However, here it is about preparing for a major disruption, therefore the board's ability to understand (expertise) and to act (commitment and courage) is fundamental. Not only at a legislative level but also at the level of the expectations of civil society, companies are evolving from a duty to report to a duty to act.

As said, this offers major opportunities but also tremendous challenges which should be clearly identified by board members and courageously tackled.

To start with, board members should understand the sense of urgency, master the technical skills needed to set the strategy for the future, and have the ability to see the invisible.

A set of guiding principles and questions How to set up effective climate governance on corporate boards published by the World Economic Forum in collaboration with PwC in 2019 [39] advances this recommendation in its second principle Command of the Climate Subject: The board should ensure that its composition is sufficiently diverse in knowledge, skills experiences and background to effectively debate and take decisions informed by an awareness and understanding of climate-related threats and opportunities.

As we believe that dynamics are fundamental to the board’s effectiveness, we recommend that priority number one should be to upgrade companies’ boards to respond to the new expertise, background, skills and vision needed to face disruption.  Not only diversity but also inclusiveness will be key: board members can only speak up courageously and help the decision making forward when the board’s culture is conducive to such change.

Reviewing the composition of the board is, of course, not an easy matter: an assessment of climate-competence gaps might lead to “stranded” mandates. Replacing directors is, however, not the only way to implement the change in the board’s functioning: education also has an important role to play in such an ever-evolving context, as well as the culture of seeking independent external expert advice when needed. 

A second pillar of the governance roadmap 2030 is the centrality of sustainable value creation. This can be defined very simply according to the traditional recipe of responding to the expectations of all relevant stakeholders (including the shareholders) without endangering the abilities of future generations to do the same or, according to the principles of the taxonomy, without any value destruction at any (other) level of the value chain.

It is the duty of each board member to raise awareness of the issue at stake and to make sure that the company does look up.

The importance given to the subject on the board’s agenda and year planning is indicative of the maturity in the subject.  As we see, companies evolve towards a duty to act that necessarily disrupts their strategy and changes the leadership that is needed to decide and implement fundamental changes in an uncertain environment.

Sustainability is a hugely complex matter. A sustainable vision on the future of the companies’ activities demands a profound understanding of scientific and technological evolutions and social surroundings in which one can advance. This vision should be embedded in the strategy and integrated in the organisation at all levels. Raising awareness also comes with putting in place the right leadership, including the appropriate incentives to be designed to promote value creation in line with the sustainable objectives of the company. According to the results of the survey conducted by Xavier Baeten ([40]), executive remuneration can have a positive impact on ESG performance if the variable long term incentives are well balanced with the base pay and linked to longer holding/vesting periods while the short-term incentives include strategic performance measures.

All this needs time: more time than ever, especially in an environment evolving at a huge speed. The time devoted to the subject is a measure (number of meetings, agenda item, special sessions,….) of the degree of integration into the strategy.

The sustainability committee has a role to play [41], but on the condition that it is limited to preparatory work and ensures adequate reporting to the board as part of strategic / monitoring and leadership work. The audit and remuneration committees are also important and so here too the two previous elements (composition and importance given to the subject in the assessment of risks for one and the strategic objectives for the other) matter.

Finally, the organisation of reporting unfortunately often still escapes the board. As soon as we understand that sustainability is no longer a standalone issue but a fundamental part of an important ongoing global business disruption, it becomes clear that only integrated reporting is sustainable in the long run. Besides the mandatory reporting, boards should consider establishing transparent disclosure and dialogue [42] in a manner proportionate to the materiality of the risks and the opportunities that the company is facing.

An optimistic outlook

So, it is true, the pandemic woke us up to a new world, a world of limited resources and great uncertainty, but with clearer insights and a vision for shaping the future.

The landscape may be foggy and the horizon hardly visible, but the outlook is optimistic.

According to the IEA, by 2050, global energy demand, if 8% smaller than today, should be serving an economy more than twice as big and a population with 2 billion more people, with 90% of electricity generation coming from renewable sources, and fossil fuels falling from four-fifths of total energy supply today to slightly over one-fifth, the carbon being embodied in products such as plastics, or used in facilities fitted with carbon capture, and reserved for sectors where low-emissions technology options are scarce.

Recovering from the pandemic, we are facing a unique momentum to build a green, inclusive and resilient economy.

Sustainable innovation, visionary risk management and leadership will be key.

Governance actors – investors and directors - have an important role to play, from sustainable financing to courageous decision making. They have to act now.

Better Boards, Better Organisations, Better World.

Sandra Gobert
Executive Director GUBERNA


[1] Climate science has become very accurate. Through the publications of the IPCC, the Intergovernmental Panel on Climate Change established by the United Nations, we have access to independent and objective information, on which there is a worldwide consensus. The first part of the IPPC’s Sixth Assessment Report, Climate Change 2021: The Physical Science Basis, was issued on 6 August 2021. A summary of its statements can be found at https://www.ipcc.ch/report/ar6/wg1/downloads/report/IPCC_AR6_WGI_Headline_Statements.pdf

[2] The IPCC introduced the idea of tipping points, discontinuities in the climate system which are large-scale, abrupt and create irreversible changes (such as the partial disintegration of the Antarctic Ice Sheet, the thawing of the permafrost or the deforestation or the Amazon rainforest) already two decades ago. At that time, they were considered likely only if global warming exceeded 5 °C above pre-industrial levels. Information in the two most recent IPCC Special Reports however suggests that tipping points could be exceeded even between 1 and 2 °C of warming.

[3] Meanwhile, 155 countries representing 81,5% of global emissions, submitted new or updated climate plans of which however only 92 countries or 65,1% of the global emissions, reducing total emissions compared to their previous plans. For more details, please consult: https://www.climatewatchdata.org/2020-ndc-tracker

[4] The United Nations (UN) estimate that the world's population will grow from 7.6 billion in 2017 to 9.7 billion by 2050. The process of urbanisation – which currently adds a city the size of Shanghai to the world's urban population every four months or so – will result in approximately two-thirds of the world's people living in urban areas by 2050 (up from 55% in 2018). 

[5] https://www.iea.org/news/pathway-to-critical-and-formidable-goal-of-net-zero-emissions-by-2050-is-narrow-but-brings-huge-benefits

[6] An interesting overview of what can be done by individuals was published by Tessa Clark, 4 January 2022, 7 things YOU can do to save the planet this year, https://tessa-92849.medium.com/

[7] Eric Lambin, Hajin Kim, Jim Leape and Kai Lee, 10 June 2020, Scaling up solutions for a Sustainability Transition, https://www.cell.com/one-earth/pdf/S2590-3322(20)30299-2.pdf

[8] Emissions after deduction of removals

[9] All actions of the EU and its member states in this area should be guided by three principles: polluter pays (principle of the Treaty on the Functioning of the European Union) , energy efficiency first (a principle of the Energy Union) and do no harm (a principle of the Green Deal).

[10] The Taxonomy Climate Delegated Act’s entering into force means that corporates, and certain financial institutions, will be able to start using the criteria to report on the taxonomy alignment of their activities, although they are only required to do so from January 2023. Their obligation from January 2022 is for reporting on the taxonomy eligibility of their activities. This timeline is not aligned with that for disclosure obligations for pension funds and other investors who are supposed to report from January 2022 on the taxonomy alignment of their plans and products if these make sustainable investments with environmental objectives and are promoted as such.

[11] European Commission (2021). Delegated regulation amending Delegated Regulation (EU) 2021/2139 as regards economic activities in certain energy sectors and Delegated Regulation (EU) 2021/2178 as regards specific public disclosures for those economic activities https://www.euractiv.com/wp-content/uploads/sites/2/2022/01/draft-CDA-31-12-2021.pdf

[12] Climate change mitigation means the process of holding the increase in the global average temperature to well below 2 °C and pursuing efforts to limit it to 1,5 °C above pre-industrial levels, as laid down in the Paris Agreement.

[13] Climate change adaptation means the process of adjustment to actual and expected climate change and its impacts.

[14] Circular economy means an economic system whereby the value of products, materials and other resources in the economy is maintained for as long as possible, enhancing their efficient use in production and consumption, thereby reducing the environmental impact of their use, minimizing waste and the release of hazardous substances at all stages of their life cycle, including through the application of the waste hierarchy.

[15] Ecosystem means a dynamic complex of plant, animal, and micro-organism communities and their non-living environment interacting as a functional unit.

[16] The last 4 objectives are to be applied as from 1 January 2023.

[17] While other stakeholders, employees, customers, will be pushing them towards more action.

[18] https://ec.europa.eu/info/business-economy-euro/company-reporting-and-auditing/company-reporting/corporate-sustainability-reporting_en

[19] https://ec.europa.eu/info/law/better-regulation/have-your-say/initiatives/12548-Sustainable-corporate-governance_en

[20] Looking up is used here as a reference to Don’t Look Up, the satirical American movie by Adam McKay, starring Leonardo DiCaprio and Jennifer Lawrence as two astronomers attempting to warn humanity about an approaching comet that will destroy human civilisation. The comet is an allegory for climate change, and the movie is a satire of the world’s indifference to the climate crisis

[21] For a Belgian philosophical look at technology and artificial intelligence: Lode Lauwaert, Wij, robots, 2021, Lannoo

[22] The Economist, October 23 – 29 2021

[23] Zie bijvoorbeeld de uitspraak van de rechtbank Den Haag in de zaak Klimaatzaak Milieudefensie tegen Shell op 26 mei 2021 en ons interview met advocaat Cox: https://www.guberna.be/nl/know/klimaatzaak-royal-dutch-shell-gesprek-met-advocaat-roger-cox voor meer informatie over de juridische ontwikkelingen terzake: Schoukens Hendrik en Billiet Carole, Klimaatrechtspraak – Waarom rechters het klimaat (niet) zullen redden, Die Keure – La Charte, 2021.

[24] The quitting of jobs at staggering rates started in 2021, the so-called great resignation, is expected to continue in 2022: https://www.cnbc.com/2022/01/04/rapid-quitting-and-hiring-will-continue-in-2022-despite-omicron-wave-economists-say.html or related to the Belgian market: https://www.jobat.be/nl/art/5-trends-voor-de-arbeidsmarkt-in-2022

[25] Adaptation is a key component of the long-term global response to climate change. Improving climate resilience and adaptive capacities to climate change requires shared efforts by all sectors of the economy and society, as well as policy coherence and consistency in all relevant legislation and policies.

[26] In analogy with the 2020 Belgian Code on Corporate Governance, when using the terminology “board”, we include both types of governance structures (one-tier and two-tier) and refer to the board of directors as well as to the supervisory board.

[27] Explanatory note on sustainable value creation | Commissie Corporate Governance (corporategovernancecommittee.be)

[28] How to Set Up Effective Climate Governance on Corporate Boards: Guiding principles and questions

[29] Earth on Board is an ecosystem based in Paris, created in 2016 by Philippe Joubert, assembling sustainability actors dedicated to helping organisations achieve an Earth Competent Board, where board members are proficient in sustainability, with the right governance, asking management the right questions.

[30] The second duty they mention is the role of boards to guard the long-term reputation of the company avoiding that the company faces the risk of being criticised for greenwashing.

[31] Martin Lipton, 28 December 2021, Some Thoughts for Boards of Directors in 2022, https://corpgov.law.harvard.edu/2021/12/28/some-thoughts-for-boards-of-directors-in-2022/

and Holly Gregory, Board Oversight: Key Focus Areas for 2022, https://corpgov.law.harvard.edu/2022/01/05/board-oversight-key-focus-areas-for-2022/

[32] Vennootschapsbelang/intérêt de la société

[33] For more background information related to this discussion, interesting contributions are available on the blog of the Corporate Finance Law: Maxime Verheyden and Alain François, 11 June 2021, De vennootschap met andere doelen: anders is niet per se beter, https://corporatefinancelab.org/2021/06/11/de-vennootschap-met-andere-doelen-anders-is-niet-per-se-beter/#_ftn2 and Simon Landuyt and Evariest Callens, 24 November 2020, Stakeholderism: een wolf in schapenvacht, https://corporatefinancelab.org/2020/11/24/stakeholderism-een-wolf-in-schapenvacht/

[34] For an interesting literature study on resilience and boards: Regine Slagmulder, Organizational resilience: a review of the literature, with lessons learned from a corporate governance and SME perspective, 2021

[35] https://www.insead.edu/newsroom/2021-boards-are-committed-to-climate-change-but-knowledge-and-experience-gaps-in-boardroom-may-impact-ability-to-drive-future-change

[36] https://www.chapterzerobrussels.eu/post/press-release-the-results-of-the-climate-survey-to-board-members

[37] https://www.pwc.com/us/en/services/governance-insights-center/library/annual-corporate-directors-survey.html

[38] https://knowledge.insead.edu/leadership-organisations/pandemic-or-no-its-business-as-usual-for-boards-15066 

[39] https://www.weforum.org/whitepapers/how-to-set-up-effective-climate-governance-on-corporate-boards-guiding-principles-and-questions 

[40] Xavier Baeten, What to reward executives for? A taxonomy of performance metrics in executive incentive inspired by business practice, 8 November 2021, https://www.vlerick.com/en/insights/what-to-reward-executives-for/

[41] Following a survey amongst 600 business leaders in November 2021, the UK Institute of Directors is calling for the UK Corporate Governance Code to be updated to include a clear recommendation for the boards of larger companies to establish a sustainability committee: https://www.iod.com/news-campaigns/press-office/details/IoD-Only-a-quarter-of-firms-have-a-well-worked-out-plan-to-reduce-their-carbon-impact

[42] The board should be the catalyst for an appropriate stakeholder management facilitating dialogue.