Directors' Cut Library

EY's "What audit committees need to know for year-end 2021 and beyond" (online here) identifies key risk management, financial reporting, tax and other policy-related, and regulatory-related, issues and developments, that audit committees should consider. Each topic is accompanied by links to additional relevant resources and a series of targeted questions to facilitate the committee's review and discussion with the board, management, and the external auditors.

Deloitte and the Center for Audit Quality released their inaugural "Audit Committee Practices Report" based on a mid-2021 survey of 246 US-based public and private company audit committee members across industries. Among other takeaways, the report identifies which committee or whether the board has oversight responsibility for a dozen enumerated topics and the frequency of particular topics on the audit committee agenda.

Audit Committee Agenda 2022 [02/09/22] +
Deloitte’s "What's on the horizon for 2022?” facilitates the audit committee's oversight of financial reporting, risk oversight, cybersecurity, and other key responsibilities and associated tasks in the context of an increasingly crowded field of issues expected to garner board attention, which often default (in whole or in part) to the audit committee.

Cleary's "Selected Issues for Boards of Directors in 2022" provides a substantive overview, along with practical recommendations, on a number of discrete hot topics including, e.g., shareholder engagement, ESG disclosure and board oversight, DE&I, “stakeholder” activism, cybersecurity and data privacy, director independence, and much more, that can help bring the board and/or C-suite up to speed on current events, as well as focus the boardroom dialogue. Each topic can be digested on its own either via the memo or online here.

The guidance in Jones Day’s “Getting Ahead of the 2022 Proxy Season: Board Committee Names & Functions” applies year-round and is also largely relevant to non-public companies. Particularly now, given the heightened investor and other stakeholder scrutiny of companies’ non-financial performance-related conduct and performance, boards should review their board committee structure, associated committee names, and allocation of oversight responsibilities; ensure that key responsibilities or changes in responsibilities are documented in the respective committee charters; and clearly communicate - with disciplined disclosure - how the board oversees the range of sustainability-related topics of keen interest to investors and others.

Talent management reportedly topped the list of concerns expressed by directors participating in PwC’s Corporate Directors Exchange. The firm advises clear delegation of responsibility for talent and human capital (whether to a committee or retained at the full board level) and other action items to facilitate this oversight responsibility. See also PwC’s “A deeper dive into talent management: the new board imperative,” which we reported on here.

Faegre Drinker’s “The Corporate Guide: You’re a Corporate Director. What’s Next?” provides an overview of directors’ fiduciary duties of care, loyalty, disclosure, and oversight (including consideration of non-stockholder stakeholders and other ESG-related matters) based on Delaware law and case precedent. The publication also addresses the standard of review most commonly applied by Delaware courts in assessing allegations of directors’ misconduct – the business judgment rule, and how that presumption may be rebutted, and certain safeguards available to directors in the event of litigation.

A recent collaborative survey conducted in part by The Conference Board revealed increased disclosure around corporate political giving and lobbying activities, and vetting of affiliations with industry trade associations and other non-industry organizations or business associations, as the most common changes companies made to their (non-PAC-specific) corporate political activity in 2021. The Conference Board’s Paul Washington provided guidance to companies on how to mitigate the real business reputational and other risks associated with corporate political activity.

Fenwick & West's annual survey benchmarked and compared numerous corporate governance practices and trends among Silicon Valley 150 Index and S&P 100 companies based on 2021 proxy statements filed as of June 30.

Spencer Stuart’s “2021 U.S. Technology Spencer Stuart Board Index” provides a plethora of benchmarking information for the top 200 US tech companies based on proxy disclosures filed between July 1, 2020 and June 30, 2021. Coverage includes multiple aspects of board composition, board and board committee practices, and director compensation.

Directors responding to PwC’s recent pulse survey weighed in on corporate growth, investment, and other near-term and longer-term business priorities, and likely policy-related change agents. C-suite perspectives, where provided, were generally aligned with directors’ views.

Society members across company sizes and industries responding to the most recent Society/Deloitte Board Practices Quarterly survey: “Back to basics: Board meetings” provided insights on whether and how board practices were impacted by, and changed for the long-term in response to, the COVID-19 pandemic.

Wilson Sonsini’s “2021 Silicon Valley 150 Corporate Governance Report” benchmarked numerous corporate governance practices and trends among the 150 largest Silicon Valley companies - largely concentrated in the tech, biotech, and pharma industries.

According to the annual CPA/Zicklin “2021 Index of Corporate Political Disclosure and Accountability,” which benchmarks S&P 500 corporate political spending practices and disclosure: (i) nearly 60% of companies have some level of board political spending oversight; (ii) more than half have a board committee that reviews direct contributions/expenditures; and (iii) 46% have a board committee that reviews payments to tax-exempt groups. Few companies charge a board committee with approval of their political expenditures.

Perkins Coie’s "The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives” covers corporate governance best practices; shareholder engagement; Section 16 reporting and insider trading; proxy solicitation and annual shareholders’ meetings; exchange listing standards; anti-takeover defenses; follow-on offerings and shelf registrations; securities litigation; and much more.

Society public company members across company sizes and industries responding to the most recent Society/Deloitte Board Practices Quarterly survey: “Diversity, equity, inclusion: One year later” provided insights on how board and management DE&I practices have evolved over the past year since our September 2020 inaugural report.

For the director and C-suite audience, Freshfield's “Board memo 2022 – Sustainability and Beyond” discusses key trending topics accompanied with practical guidance at an appropriately high level that will certainly impact the board agenda in 2022 and beyond, including antitrust, compensation disclosure, sustainability, cybersecurity, human capital management, and shareholder activism.

Consistent with advice from other leading compensation consultants, Pearl Meyer’s “In the Headlong Rush to Put ESG Metrics into Incentive Plans, We May Need a Speed Bump” advises companies to proceed with caution before integrating ESG metrics into their incentive plans notwithstanding investor and other external pressures to do so. The post raises numerous practical considerations to inform boards’ decision-making.

The Conference Board’s “ESG Metrics in Executive Compensation?” identifies a number of questions boards should ask before integrating ESG metrics into their executive compensation plans. Among other considerations, most corporate goals and objectives don’t (nor could they) directly correlate with a compensation plan metric, and many are indirectly motivated via integration into broader goals and objectives.

ISS’s “A New Yardstick for Pay: Environmental & Social Factors” reveals recent and 5-year trend data on the use of environmental and social metrics in executive incentive plans of more than 4,000 US companies.

Semler Brossy’s “Three Questions Compensation Committees Should Ask About ESG” provides sound advice for compensation committees that are contemplating integration of ESG metrics into the company’s executive incentive plans, along with examples of companies that have taken the plunge.

Equilar reported on director pay for the 500 largest, listed companies, with the median retainer rising to $270,000, comprised of $100,000 in cash (at the median) and the balance in equity, with the highest median retainers in the Communication Services, Healthcare, and Technology industries. Equity tends toward restricted stock units or stock rather than stock options.

On the cusp of proposed changes by the SEC to Rule 10b5-1, this report: “Rule 10b5-1 Plan Practices 2021 Survey” from Morgan Stanley, the Society, and Wilson Sonsini, provides insights and benchmarking data on current Rule 10b5-1 plan usage, policies, and practices.

Mayer Brown’s “Market Trends 2020/21: Lock-Up Agreements” discusses customary practices associated with lock-up agreements including duration, scope, exceptions and carve-outs, releases, and terminations.

In addition to outlining compensation-related practice and disclosure considerations for the 2022 proxy season, Winston & Strawn’s “2022 Proxy Season: A Look Ahead to Executive Compensation Issues and Considerations” reminds boards to review the compensation committee’s charter for potential updates to reflect changes in or additions to the committee’s remit.

This release from Private Company Director, which supplements this prior survey, highlights results from a pulse survey of 339 private companies across sizes and industries. Aside from pay practices, the release shares insights on board priorities, and changes or planned changes to board composition, committee structure, operations and pay, in 2021.

Concurrent with the SEC’s pending rulemaking proposal on clawbacks, Shearman & Sterling summarized the state of play on clawback policies maintained by 95 of the 100 largest US public companies that disclose a policy.

Willis Towers Watson’s report provides current S&P 100 benchmarking data on executive stock ownership guideline practices and retention policies, as well as trend data since 2015.

Perkins Coie’s "The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives” covers corporate governance best practices; shareholder engagement; Section 16 reporting and insider trading; proxy solicitation and annual shareholders’ meetings; exchange listing standards; anti-takeover defenses; follow-on offerings and shelf registrations; securities litigation; and much more.

EY’s "2022 Proxy Season Preview" shares institutional investor views on director/board ESG oversight and accountability, stewardship priorities, corporate strategic drivers and threats, and shareholder engagement. Each of these areas is accompanied by further topical detail, elaboration on the polling data, and instructive key takeaways for the board.

A recent Gallup poll of ~950 US adult retail investors revealed that most prioritize the expected rate of return and risk for potential losses over ESG issues when selecting investments. Those polled tend to support their values and causes by incorporating specific behaviors in their daily lives or donating money to causes or organizations much more so than avoiding stocks or funds that contradict their values or purchasing stock or funds aligned with their values. See the complete survey Q&A here.

Morrow Sodali’s article: “Board Composition” (p6) includes tables summarizing current (2022) proxy advisor and select institutional investor policies on board gender, racial, and ethnic diversity and director overboarding policies.

The Council for Institutional Investors’ updated “Corporate Governance Policies” note a preference among many investors for in-person shareholder meetings, but accept company flexibility to select an alternative (virtual or hybrid) format depending on its specific facts and circumstances. The updated poison pill policy provides detail on the expected timing of a shareholder vote relative to pill adoption and pill provisions companies are asked to avoid.

State Street Global Advisors (SSGA) posted new and refreshed guidance documents for companies: Climate-Related Disclosures | Effective Climate Transition Plans | Diversity Disclosures and Practices | Human Capital Management Disclosures & Practices | Human Rights Disclosures & Practices | Board Oversight of Director Time Commitments | Corporate Participation in the Political Process. All companies with SSGA in their stock should familiarize themselves with these expectations and understand the proxy voting implications.

SSGA outlined its expectations for virtual-only shareholder meetings this year and going forward, with an emphasis on companies maintaining the same shareholder rights that accompany in-person meetings.

SSGA released its 2022 “Proxy Voting and Engagement Guidelines for North America” (US & Canada) and other regions, which are designed to work in tandem with its “Global Proxy Voting and Engagement Principles.” Its updated “Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues” provides additional color on its approach to engagement and voting on sustainability issues. Significant proxy voting principle changes for the US for 2022 are highlighted in its Summary of Material Changes. See also SSGA’s updated “Frameworks for Voting Environmental and Social Shareholder Proposals” and “Issuer Engagement Protocol.”

Detailed here, BlackRock Chair & CEO Larry Fink's annual letter to CEOs: “The Power of Capitalism” focuses largely on BlackRock’s view of stakeholder capitalism and the changes in dynamics among companies, employees, and society that have been prompted by the pandemic, and includes specific expectations of portfolio companies focused on the workforce, climate, and sustainability generally.

Discussed here, BlackRock released its 2022 Engagement Priorities and commentaries, which, consistent with recent years, reflect a continued sustainability focus, as well as increasingly stringent standard-setting and associated director accountability that will inform its votes on directors across a number of topics. Each of the engagement priorities is tagged with Key Performance Indicators that inform its engagement and voting decisions.

Vanguard’s 2022 US Voting Policy updates and clarifies its policies on: (i) key committee independence; (ii) director overboarding and director commitment oversight; (iii) board diversity disclosure and associated board accountability; (iv) oversight failings that may prompt a director “no” vote; and (v) virtual/hybrid shareholder meetings.

The West Virginia State Treasurer announced the state’s “divestment” of BlackRock investment funds from its portfolio based on BlackRock’s push for net zero investment strategies, which the state indicated is inconsistent with its interests in protecting its core coal, oil and natural gas industries.

The New York State Common Retirement Fund’s 2022 proxy voting guidelines include more stringent board diversity expectations on underrepresented minorities (in addition to its former guidelines on board gender diversity) that may trigger votes against Russell 1000 directors. The Comptroller’s release also discusses DE&I-related shareholder proposals the Fund filed this proxy season.

CalSTRS announced its opposition to California Senate Bill 1173, which would prohibit it and CalPERS from investing in fossil fuel companies and require them to divest from existing investments by July 1, 2027. See CalSTRS analysis of the bill.

o effect the provisions of Texas Senate Bill 13, which generally requires state governmental entities (including various pension funds and the permanent school fund) to divest themselves of assets that boycott energy companies, the Texas Comptroller announced a letter campaign to determine which investors in the state’s investment portfolios are effectively pulling out of the fossil fuel industry. In November 2021, 16 states authored an open letter to the banking industry informing recipients of their intent to do business only with financial institutions that don’t display or pledge a bias against the fossil fuel industry.

Among other updates, Goldman Sachs Asset Management’s updated global proxy voting policy indicates that it will hold directors accountable by voting against or withholding votes from the full board, committee, or directors (depending on the board structure) if “the company does not disclose various components of current emissions, a proxy for a company’s dependency on fossil fuels and other sources of greenhouse gasses (Scope 1, Scope 2, Scope 3 emissions), material to the company’s business.”

Skadden’s “Law Governing Attorney-Client Privilege for Emails Hosted on Noncompany Servers Continues To Evolve in Delaware” summarizes relevant case law and associated “expectation of privacy” frameworks regarding the maintenance of the attorney-client privilege in conjunction with director and employee email communications, and provides practical guidance to companies to mitigate the potential for an inadvertent waiver. Directors in particular are encouraged to use company-provided emails accounts or other third party-hosted unmonitored accounts or board portals.

Woodruff Sawyer’s guide: “Cyber Liability - Looking Ahead to 2022” addresses cyber liability insurance: (1) market trends, including pricing, self-insured retention, and limit trends; (2) underwriter expectations of companies in conjunction with obtaining and renewing coverage in light of evolving cyber risks; and (3) insurers’ expectations about the changing nature and magnitude of cyber risks and cyber risk coverage, priority risk mitigation measures, and pricing.

Among other action items suggested in PwC’s “Overseeing cyber risk: the board’s role” is regular reporting to the board, inclusive of a cyber dashboard or scorecard to help directors understand and evaluate current risks, monitor trends, and track the company’s progress against specific metrics. The piece includes common elements of board reporting, a dashboard example, and suggested areas of oversight, accompanied by relevant benchmarking and suggested next steps.

Protiviti’s “Framing the Data Privacy Discussion in the Boardroom” suggests key topics for directors to diligence and discuss with management to facilitate their understanding and oversight of the company’s data privacy practices with a view toward overall risk mitigation, including data protection vulnerabilities, regulatory exposure and compliance, and board-management engagement. An abbreviated online version of the guidance is here.

Faegre Drinker’s “The Corporate Guide: Protecting Emails from Production” provides guidance to companies on how to minimize the likelihood that directors’ and officers’ emails or other electronic communications will be required to be produced in response to a DGCL Section 220 books and records demand.

In view of heightened cybersecurity risks associated with the Russia/Ukraine conflict, the US DHS Cybersecurity & Infrastructure Agency (CISA), which coordinates the federal government’s cybersecurity efforts and initiatives, published recommendations for companies to mitigate the risks.

The Conference Board’s “Cutting Ties With Russia (Part 1): A Guide to Decision-Making Now and in the Future” identifies key considerations for organizations in determining whether and how to respond to Russia’s invasion of Ukraine in a manner that takes into account the potentially significant impact of withdrawal from the Russian market on revenues, as well as reputation/brand, and the broader context of other worldwide developments in the future that may call into question inactions or decisions to not act in a similar manner.

Deloitte’s “Financial Reporting Considerations Arising From the Russia-Ukraine War” addresses many of the numerous potential impacts companies may be encountering now or going forward as a result of the Russia/Ukraine conflict that should be considered for accounting and financial reporting purposes.

In this report, Wolters Kluwer identifies and briefly describes the myriad of SEC filings and related disclosures, and potential regulatory comment/review and other business-critical considerations, that may arise as a result of Russia’s invasion of Ukraine.

Citigroup’s CEO, who committed to net zero emissions by 2050 when she became CEO in March, said the bank will decline to serve certain clients if their practices are not aligned with the company’s achievement of that goal.

The Conference Board’s “Cutting Ties With Russia (Part 2): A Guide on Disclosure and Communications” reminds public companies to consider any communications they elect to make outside of their SEC filings in the context of Regulation FD and associated corporate policies and in a manner that is consistent and aligned with any disclosure that may be required under the securities laws. The article recommends keeping the board informed about, if not directly involved in, the company’s communications on this topic, given its sensitivity and potentially significant implications.

In “DOJ Prioritizes Compliance; Boards of Directors Should Heed Warnings,” Holland & Knight recommends a series of measures companies should consider to mitigate the risks associated with a DOJ inquiry or investigation into alleged corporate misconduct. Suggested action items include formalizing board oversight of compliance at the committee level, regular reporting to the board by the Compliance head/function in executive session, documenting the board’s regular discussion of compliance at board meetings, conducting periodic compliance program audits, and documenting the company’s diligence of prospective third party business partners.

Govenda’s “Proactive Crisis Management for Boards of Directors” is noteworthy for its succinct, sound crisis management plan checklist and its recognition of the potentially significant role of social media in crisis management and communications.

The New York State Comptroller, trustee of the NYS Common Retirement Fund, announced the Fund’s filing of shareholder proposals for the 2022 proxy season calling for enhanced political spending disclosure. The release also addresses its 2021 engagement statistics on this topic.

The Shareholder Commons announced the proposals it is supporting this year, which share the common theme of alleged adverse external costs to society associated with ordinary course business activities or practices. The 19 proposals span the topics of antimicrobial resistance, climate change, dual-class shares, fair wages, market materiality, misinformation, public benefit corporations, public health, system stewardship, and vaccine protectionism.

EY’s annual institutional investor survey: “Is your ESG data unlocking long-term value” revealed (among other things) the importance to investors of companies’ internal organizational structure in assessing the credibility of their ESG performance. Investors ranked key ESG personnel reporting lines higher in importance than, e.g., extensive and meaningful ESG performance metrics, direct board oversight, and ESG-linked pay.

Rhia Ventures announced its coordination with institutional investors on shareholder proposals for the 2022 proxy season, the majority of which address a purported misalignment of the companies’ stated values and their political activities, and the balance of which address the workforce risks associated with restrictive reproductive health care legislation.

Aimed at companies across sectors but with an emphasis on industries whose employees are more often in public-facing roles, faith- and values-driven investors coordinated by the Interfaith Center on Corporate Responsibility (ICCR) sent this letter to more than 40 companies requesting information about the companies’ paid sick leave policies and practices, and calling for permanent paid sick leave for all employees. Shareholder proposals seeking adoption and public disclosure of a paid sick leave policy for full-time and part-time employees reportedly were also filed by a subset of the coalition.

The ICCR released its “2022 Proxy Resolutions & Voting Guide,” which provides information on the 436 member-sponsored proposals filed at 246 companies for the 2022 proxy season as of February 16 (compared to 244 proposals at the same time last year), with additional proposals reportedly planned to be filed this spring. Proposals are categorized by topic and company and include proposal lead and co-filer information.

Ceres announced that Climate Action 100+ investor signatories have filed 39 climate-related shareholder proposals at North American focus companies so far this proxy season on topics such as GHG reduction targets, Paris agreement-aligned lobbying practices, transition plans, and climate accounting. Twenty proposals reportedly have been withdrawn based on successful engagement. Climate Action 100+ flags select proposals for its signatories’ consideration based on their alignment with its goals to prompt action on climate change by the world’s largest corporate GHG emitters.

“Proxy Preview 2022” reports on a record-breaking 529 environmental, social, and related sustainable governance proposals filed as of February 24, which include 412 pending proposals, 11 proposals omitted after no-action challenges (with another at least 103 no-action requests pending), and 106 withdrawn. The report includes an overview followed by detailed analysis on each proposal category and an index of all companies with proposals this season across each of four major categories.

As expected, the NYC Comptroller and other NYC Pension Fund trustees announced their divestment of an estimated $3 billion from fossil fuel company securities consisting of approximately $1.8 billion in Employees’ Retirement System and $100 million in Board of Education Retirement System securities (listed here), and another $1 billion in Teachers’ Retirement System securities, which is anticipated to be completed by the first quarter of 2022.

Ceres issued detailed guidance to investors and proxy advisors on what they should expect from, and how to engage with, companies on the board’s oversight of climate-related risk, and the suggested proxy voting implications for companies that fail to “measure up.” 

The UN Principle for Responsible Investors’ (PRI) “Climate transition plan votes: investor briefing” suggests considerations for investors in casting their votes on say-on-climate or climate transition plan proposals. Notably, the PRI suggests that the risks and potential unintended consequences of climate transition plan votes outweigh the benefits; as such, investors are directed to consider alternative stewardship activities, such as engagement, tailored proposals (if engagement is unsuccessful), and pushing for improved board oversight, to attain development and disclosure of effective climate transition plans across their portfolios.

Institutional investors and investor groups launched the "Global Standard on Responsible Climate Lobbying" aimed at promoting responsible climate lobbying practices in alignment with the Paris Agreement. The Standard calls on companies to make ‘comply or explain’ disclosure across the areas of Policy & Commitment, Governance, Action, and Specific Disclosures.

Legal & General’s post: “Say on Climate: empowering shareholders to drive positive change” indicates that, likely in concert with Climate Action 100+, it will file shareholder proposals at targeted companies that don’t put quality climate transition plans to a shareholder vote (p30). In contrast to LGIM’s support for a say-on-climate vote, many institutional investors (free registration required, but see also here) and even the PRI, have expressed significant concerns about potential unintended consequences associated with tasking investors with a vote on companies’ climate plans.

Georgeson’s “ESG engagement success” portrays the framework and relevant considerations for an effective shareholder engagement process that includes developing a company-specific engagement strategy and priorities; assembling an internal engagement team (which may include external advisors); deliberative preparation; investor outreach; post-engagement assessment/analysis; and follow-up/follow-through.

The PRI’s “The investor case for responsible political engagement” calls on its institutional investor signatories to exercise strong oversight over their portfolio companies’ political engagement activities for consistency with stated company goals and with their own and societal, long-term sustainability objectives. While the PRI acknowledges that companies have a legitimate business interest in weighing in on policies that impact their operations and business prospects and that such engagement can be beneficial for all involved, the PRI directs investors to ensure that their companies are doing so in a “responsible” manner to mitigate the potential for a range of enumerated risks.

The PRI’s “Diversity, equity & inclusion: Key action areas for investors” calls on its institutional investor signatories to use their investment decision-making and investor stewardship, and to engage with policy makers and key stakeholders, to effect action on DE&I across their portfolio companies and society as a whole. The report reflects the beginning of a multi-year PRI initiative on this topic.

Deloitte’s “Navigating The ESG Journey In 2022 And Beyond” includes proxy disclosure benchmarking data on ESG board oversight structures, including primary board committee oversight responsibility among the S&P 500 by industry.

PwC’s “The push to net zero emissions: where the board comes in” suggests a framework for board oversight of company net zero commitments.

Semler Brossy’s “Effectively Identifying Top ESG Priorities” shares a sample template to map ESG topics to board oversight responsibilities. The overarching objective is to identify and plug oversight gaps on the company’s material ESG issues and ensure proper documentation of responsibilities in committee charters, corporate governance guidelines, or other appropriate governance documents. The article includes relevant benchmarking data and examples.

ExeQuity’s “Board Committee Oversight of ESG” details board committee responsibilities for ESG generally, and by enumerated major categories, for the S&P 100 based on the firm’s review of committee charters.

Among the key takeaways from Jones Day’s “Getting Ahead of 2022 Proxy Season: Sustainability”: In view of the focus on corporate sustainability and the fact that this topic generally has become a defining issue for many investors, even those companies that have prioritized sustainability for years need to ensure that their public disclosures and communications make clear how the board oversees sustainability, company-specific sustainability priorities and practices, and the integration of sustainability into the corporate strategy.

“The ABC’s of ESG” from Squire Patton Boggs provides a candid, board- and upper management-appropriate overview of key themes of and tensions encompassed in the ESG movement. Coverage includes disclosure frameworks, director fiduciary duties, the stakeholder vs. stockholder “debate” and associated implications for board oversight, and practical guidance to companies on how to approach evolving expectations.

Mayer Brown’s “Corporate Reporting Considerations as Tax Meets ESG” summarizes key developments and market pressures to enhance corporate tax transparency, and advises companies on how to prepare for increasing questions from investors and others about their taxation approach. Barring mandatory disclosure, companies may take a responsive or proactive approach to tax transparency – both of which require a well-considered plan of action. The article offers advice and considerations for responsive preparation, as well as a proactive disclosure approach.

In addition to providing guidance to companies on how to manage the numerous ESG ratings providers, Aon’s “Tips for Developing a Strategy to Enhance Your ESG Ratings” includes a table that captures the key attributes of 10 widely used raters to assist companies in determining which ones warrant dedication of time and other resources.

CDP announced that it is sending letters (template here) to nearly 10,400 companies worldwide seeking disclosure through its platform of climate change, deforestation, and/or water security data, on behalf of its 680+ capital markets signatories, which include asset managers, asset owners, banks, and insurance companies.