Environmental disclosure is a top priority on many boardroom agendas. The Obama administration and the Securities and Exchange Commission, under the leadership of Chairman Mary Schapiro, are ardent in their pursuit to reform corporate environmental disclosure practices.
Recently, the SEC formed the Investor Advisory Committee (IAC) to address how environmental, climate change, and sustainability issues should be addressed from a regulatory standpoint. Headed by SEC Commissioner Luis A. Aguilar, the IAC provides the SEC with investors’ viewpoints on regulatory and disclosure issues. Current SEC regulations require companies to disclose any information pertaining to how their operations might cause harm to the environment. In order to accurately estimate the amount of environmental damage a company’s operations might have on the environment, firms must invest both manpower and financial capital to fund extensive research projects. For most companies, providing such figures is difficult and often significantly underestimates the true toll a corporation’s operations will have on the environment.
“It’s the board’s responsibility to oversee what the company is doing—it’s a growing trend for companies to have a structure to deal with [environmental disclosure].” – Timothy Smith, vice president of Walden Asset Management
More companies are designating specific committees for environmental issues to help inform the board of potential problems. “It’s the board’s responsibility to oversee what the company is doing—it’s a growing trend for companies to have a structure to deal with [environmental disclosure],” says Timothy Smith, vice president of the environmental, social, and governance group at Walden Asset Management. “The pressure is growing globally, and boards need to be both aware of the trend and ensure their company is being responsive.” Investors are pushing companies to reveal how they assess risk so that they can better evaluate their own ventures, putting additional pressure on directors. “It’s like walking a tightrope,” says Smith.
Ultimately, boards need to ask their audit committees or environmental committees more questions, including requesting forecasts and inquiring as to how the company’s operations will impact the environment—but there are risks. “It can be difficult to file financial disclosures because of the time and effort needed to provide auditable estimates of what needs to be disclosed,” notes Gayle Koch, principal at The Brattle Group, which provides environmental policy and litigation consulting to corporate boards and management teams. Koch believes that there will be more enforcement from the SEC under the Obama administration, leading to more research and, ultimately, more transparency. “The SEC needs to provide more guidance, giving companies a consistent process, or companies can use voluntary consensus standards, such as the ASTM International Standards on cost estimation and disclosure.”
Once directors have forecast trend information, they are under an obligation to report it if it is material. “Do you risk Sarbanes-Oxley, SEC enforcement, or investor action?” asks Koch. “Some companies don’t ask so they don’t have to report them and that needs to change.” Drawing from her own experience as a consultant, Koch said a firm she worked with was reluctant to provide an estimate report that would be open to investor scrutiny. “They could afford it, but they would only consider [submitting an environmental disclosure report] as long as it didn’t hurt their bottom line for that quarter.” Koch notes that despite the board’s concerns, she believes companies that report their forecast trend information do not suffer a lower stock price.
Ceres, a national network of investors, environmental organizations, and other public interest groups, ignited the process to seek greater environmental disclosure and played a large part in the SEC’s decision to form their advisory group. “[Ceres] really spearheaded efforts to look at the laws to make sure [companies] are doing what they should,” notes Betty Huber, counsel at Davis Polk & Wardwell. Today, companies often refer to Ceres’ global reporting initiative (GRI), which provides customizable guidelines that serve as a template for companies to disclose their environmental support efforts.
Today, boards and management teams are realizing that they can appropriate environmental disclosure to boost their bottom line. Andrew L. Shapiro, founder and president of GreenOrder, a strategy and management consulting firm specializing in sustainable business, perceives a general shift in attitude in the business world regarding environmental sustainability efforts. “Sustainability is going to be a source of competitive advantage,” says Shapiro. “Directors need to ask themselves, ‘Where do the opportunities lie?’ not just, ‘How do I avoid problems?’”
In many cases, directors are unaware of how their competitors are approaching environmental disclosure. “Bring in some outside experts to bring up general trends or top five concerns in their company’s industry affecting environmental issues; let management and the board hear the buzz because they will definitely get interested,” insists Ivy Wafford Duke, deputy general counsel and chief compliance officer at Calvert Group. Boards that actively monitor how their company is affecting climate change, or what kind of carbon footprint their operations are imposing, can use this knowledge to propel business and improve their public image.
“Education—boards need to see it more often, hear it more often, and they should communicate with management.” – Ivy Wafford Duke, general counsel and COO at Calvert Group
Some companies are making efforts to provide more information now, not later. “There’s a great variability among companies,” says Koch. “There are some good actors trying to get good estimates, but you have to consider what is disclosed compared to what is being held back because of attorney-client privilege; either focusing on reporting only the ‘known minimum’ or a ‘don’t ask, don’t tell’ approach.” Companies are often reluctant to produce reports that may expose sensitive information to competitors.
Audit committees are advised to engage their colleagues in charge of environmental affairs and corporate responsibility, by conducting meetings and having conversations to become better educated. “Education—boards need to see it more often, hear it more often, and they should communicate with management,” adds Duke.
Boards that recognize the need to address environmental concerns will find themselves appeasing investor concerns, meeting legal requirements, and improving their overall image. “It’s quite likely that disclosure will come as the legislation landscape develops,” says Shapiro. “Boards are finding that all aspects of their business can benefit from awareness, from the final product they produce, to their supply chains, which often times span multiple countries.”
Shapiro adds that proactive boards that promote environmental awareness can reap the fiscal rewards of an earth-friendly reputation from their consumers. “Acquiring a compliance mindset could lead to an opportunistic mindset—resulting in getting brand loyalty,” he says.
Many global firms are already disclosing their environmental impact. Wal-Mart, PepsiCo, Coca-Cola, Intel, HP, and even Ford Motor Company, recognize that their impact on the environment is not mutually exclusive to their bottom lines. Says Smith: “The winds are all blowing in the right direction—boards need to be aware of the trend, see how their company is being responsive, and create meaningful oversight.”