During the CSIS Listcos E-Forum 2021, RSM Senior Director Sovann Giang deep dived into the role of the board in Environmental, Social, and Governance (ESG)/climate risk management and sustainability reporting, and areas company secretaries should keep a look out for in assuming an advisory role to the board. 

The Board and the Company Secretary

The role of the board in sustainability reporting and climate risk management is a critical one. Its role is primarily to consider sustainability issues, such as environmental and social factors, as part of its strategic formulation. It also determines ESG factors identified as material to its business and make sure that they are well monitored and managed.

Firms have to understand, consider, and adhere to the relevant reporting frameworks, such as the Sustainability Reporting Guide set forth by the Singapore Exchange (SGX); the Global Reporting Initiative (GRI) Standards that promotes economic, environmental, and social sustainability; and the Task Force on Climate-related Financial Disclosures’ (TCFD) recommendations, all of which require the involvement of the board.

So, how does a company secretary play a pivotal role in this? As the board’s advisor, the company secretary should drive the conversation on sustainability, include sustainability in board agendas, encourage the board to consider sustainability competencies in board renewal, and help in the integration of sustainability into board mandates. The company secretary should also look into how other organisations are approaching the subject and work collaboratively with governance professionals to ensure best practice is instituted in his/her organisation.

Key areas that require attention from a company secretary also include:

lis tof matters for board approval, delegation of authority matrix, IPT and conflict of interest, brief the board on listing rules & CG code updates, Draft CG report & review Annual Report to ensure compliance, co-ordinate board evaluation & succession planning discussion and ensure internal audit findings are highlighted & minuted, especially IPT issues, and remind management to provide update at the next meeting

In conclusion, the roles of the board and company secretary are closely intertwined – the former assuming a supervisory role and the latter as a crucial facilitator and advisor to the board.  

To find out how our multidisciplinary Environmental Sustainability Services and Corporate Secretarial Services teams can help you navigate the dynamic climate change and sustainability agenda, please reach out to our specialists.

Sovann Giang  
Senior Director  
+65 6594 7892  
[email protected]

Catherine Lim  
Director  
+65 6594 7814  
[email protected]