The board of directors is responsible for setting the course of business strategy, taking advantage of disruptions, anticipating risks that could undermine the strategy and business model, and promoting the long-term success of the company. "Business as usual" is no longer relevant in protecting and creating value in the disruptive social, economic and environmental issues that are challenging the assumptions companies have made in the past about the availability of resources, supply chains and consumer preferences. Many business processes tend to look to the past to predict the future but those models are increasingly coming under scrutiny and failing, leaving companies unprepared for the current challenges they face. Board education has typically focused on maximizing shareholder value over the short-term and not given enough attention to "externalities" and their potential to destroy value and harm a company’s brand and reputation. This session takes a fresh look at how board training needs to be made fit for the 21st century. This session will look through the lens of a company’s business model to consider impact, dependencies and insights from global companies on how these issues are being tackled in the boardrooms of successful companies. The speakers will bring legal, governance and financial expertise to provide an understanding of the changes happening in boardrooms around the world. They will share findings of the WBCSD’s Governance project which has involved interviews with non-executive directors across 12 countries. This session will help sustainability professionals find solutions to engaging with the board through a simulation of real challenges companies are facing today so that participants can take away effective strategies for collaborating with boards. The key is to demonstrate how ESG issues are critical to business success and should be embedded within mainstream business processes and decision-making. The session will showcase strategies and tools that can be used to help strengthen governance and promote sustainable performance.

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2. Fiduciary Duty:
Equipping boards
for the challenges
ahead
Thursday 6 February 2020

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Panel discussion, Q&A
Integrating sustainability in
practice
Modernizing governance
WBCSD’s approach
Today’s agenda
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4. As global business faces new and complex
challenges and opportunities, our science-
based approach and targeted business
solutions aim to scale up business impact.
WBCSD’s Approach
We target the realization of the Sustainable
Development Goals (SDGs) through six work
programs to achieve systems transformation.
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7. Governance & Internal Oversight Approach
Phase 1(a)
Understanding the
governance
landscape - literature
and regulation
Phase 1(b)
Interviews with board
members to discuss
sustainability
agenda
Phase 2
Development of
materials to integrate
sustainability
2018 - 2019 Q1 2020

8. Phase 1(a) WBCSD governance report
• Sustainability issues are relevant to all
businesses and are increasing in prevalence
and severity.
• Governance is evolving fast and investors
alongside other stakeholders are demanding
greater transparency and improved oversight.
• Effective governance structures and metrics are
key element to improving investor confidence in
non-financial information and provide a better
understanding of a companies’ prospects
• No longer can boards focus solely on
maximising shareholder value.

9. Company Interviews

10. Phase 1(b) WBCSD governance report
Challenges
• Governance structure
• Purpose, mandate responsibility
• People
• Board composition and training
• Process
• Materiality, risk management, board agenda,
impact and evaluation
• Engagement with stakeholders
• Shareholders, customers, employees,
suppliers
• Reporting
• Frameworks and consistency, measuring
progress

11. Phase 1(b) WBCSD governance report
Recommendations
• Embed sustainability in corporate purpose
• Include ESG-concerns, risks, opportunities in the
existing strategic discussion
• Improve awareness and understanding at director
level
• Management insight on sustainability activities
and priorities
• Recruit directors with diverse experience and
skills
• Board training to improve knowledge
• Effective and active engagement with stakeholders
• The board should address the alignment with real
company activities and robust metrics and narrative

12. Phase 1(b) WBCSD governance report

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FIDUCIARY DUTY
PURPOSE &
BUSINESS
MODEL
SELF-ASSESSMENT
ENGAGEMENT
WITH
MANAGEMENT
ENGAGEMENT
WITH
STAKEHOLDERS
RISK
MANAGEMENT
NON-FINANCIAL
REPORTING
Phase 2 Board director resources

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Panel discussion
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16. Panel discussion
Gloria Santona
Of Counsel
Baker McKenzie
Kathy Pickus
Chief Sustainability Officer
Griffith Foods
David Hackett
Partner
Baker McKenzie
Elise Gautier
Chief Risk Officer
Sims Metal Management
Moderator

17. WBCSD (Geneva)
Maison de la Paix l Chemin
Eugène-Rigot 2B
CP 2075 1211 Geneva 1
Switzerland
WBCSD (New York)
We Work NY
300 Park Avenue, 12 Floor
NY 10022, NY
USA
WBCSD (Delhi)
WBCSD India, 4th Floor,
Worldmark 2,
Aerocity New Delhi 110 037
India
WBCSD (Singapore)
WBCSD Asia Pacific
2 Science Park Drive
#01-03 Ascent
Singapore 118222
Singapore
WBCSD (London)​
WeWork Mansion House​
33 Queen Street​
London EC4R 1BR​
UK
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