---
title: "Board Minutes: Consideration of Climate Change Factors"
date: 2024-03-27T14:15:48Z
modified: 2026-02-20T11:44:34Z
permalink: "https://chancerylaneproject.org/clauses/board-minutes-consideration-of-climate-change-factors/"
type: clause
status: publish
excerpt: ""
wpid: 2007
clause-application:
  - Board minutes
climate-or-nature-outcome:
  - Climate risk
  - Decarbonisation
climate-solution:
  - Alignment with Paris Agreement
  - Identify and manage climate risks
  - Offsetting
  - Setting emissions reduction targets
content-type:
  - Corporate governance document
contract-lifecycle-stage:
  - Business decision and strategy
direction-of-obligation:
  - Organisation on itself
jurisdiction:
  - England & Wales
law-or-regulation:
  - Paris Agreement
  - UK Companies Act 2006 (s172)
  - UNFCCC
legal-concept-activity:
  - Corporate alignment
maintenance-status:
  - Maintained
practice-area:
  - Corporate, mergers and acquisitions (M&A)
primary-user:
  - Corporate lawyers
  - Directors/C-suite
standard-or-framework:
  - GHG Protocol
  - International Financial Reporting Standards
  - UNFCCC clean development mechanism
tclp-principle:
  - Good climate governance
clause_child_name: "Darcy's Board Minutes"
clause_summary: "<p>Introducing specific drafting into board minutes that encourages directors to consider their decarbonisation targets, organisational carbon footprint and climate risk as a routine part of their decision making.</p>"
clause_last_updated_date: 2026-01-22
related_clauses: false
---

## Child’s name

Darcy’s Board Minutes

## Summary

Introducing specific drafting into board minutes that encourages directors to consider their decarbonisation targets, organisational carbon footprint and climate risk as a routine part of their decision making.

## What this clause does

These template board minutes make climate a routine consideration in board decision making. They ensure that board decisions align with organisational decarbonisation targets and consider the organisation’s exposure to adverse climate risks.

## Clause Content

\[_Drafting note: capitalised words that are not defined are assumed to be defined elsewhere in the main board minutes._\]

**Additional resolution**

After due and careful consideration of the above matters and each of the documents produced to the meeting, including consideration of:

_\[Drafting note: consider whether the organisation’s decarbonisation targets, net zero target or other criteria should also be expressly referenced in the list of additional considerations set out below.\]_

a) the matters referred to in section 172 of the Companies Act 2006;

b) \[the environmental and social impact policies and objectives of the Company (as stated in its \[accounts for the year ended \[●\]\] OR \[sustainability report dated \[●\]\]\];

c) the Company’s net zero greenhouse gas emissions, zero-emissions and net-negative emissions targets and the short-, medium- and long-term interim targets towards each (as stated in its strategic plan for the period \[●\]);

d) the direct and indirect carbon greenhouse gas emissions associated with the transactions under completion at the meeting (including scope 1, 2 and 3 emissions as categorised by \[[The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard](https://ghgprotocol.org/corporate-standard)\] as updated from time to time);

e) the direct or indirect climate risks associated with the transactions under contemplation at the meeting (including risks related to the transition to a lower-carbon economy and the physical impacts of climate change);

f) alternatives with a lower carbon footprint and giving rise to less climate risk;

g) measures for reducing, measuring and verifying the greenhouse gas emissions and reducing, mitigating and/or avoiding climate risks;

h) whether the matters or activities under discussion, and the activities and policies of any parties related to those matters or activities (including without limitation their \[decarbonisation OR net zero\] targets, lobbying activities or trade association memberships), align with \[or could potentially undermine\] the objectives of the Paris Agreement and/or the Company’s own climate commitments and targets, and whether any action should be taken to improve such alignment;

i) the impact of the \[proposed activities\] (including any resourcing choices and the measures taken by the Company to mitigate the associated greenhouse gas emissions and climate risks) on key stakeholders (including but not limited to employees, clients, end customers and supply chain partners) and how these can address a just transition to net zero; and

j) the board’s expertise in making decisions based upon these considerations and whether external advice should be sought from, or the decision or emissions measurements independently verified by, an appropriately qualified climate, sustainability or environmental consultant who has the skills and experience to diligently, competently and professionally advise on improving sustainability and mitigating carbon footprint,

**it was resolved:**

1\. \[_Drafting note: The above drafting can be used as relevant considerations for the approval of any climate-related actions to be taken by the company, which could include actions to mitigate increased emissions and climate risks associated with transactions, or the adoption of energy efficiency measures to reduce scope 1 emissions, entering into renewable power procurement agreements to address scope 2 emissions, or changing product design to encourage reuse or recycling to address scope 3 emissions. We have also included an example resolution which relates to the purchase of carbon credits to address residual emissions by way of example_\]

2\. to purchase a quantity of carbon credits:

(a) equal to \[●\] tonnes of CO2 eq, equivalent to the amount of any direct or indirect residual emissions that the Company was not able to reduce or avoid;

(b) from a project that has been verified in accordance with \[_insert name of voluntary standard_\] or under the UNFCCC clean development mechanism \[or \[successor OR equivalent\] UNFCCC mechanism\];

(c) where the emissions of greenhouse gases avoided, reduced or removed by the project are additional;

(d) that, in relation to greenhouse gas removals, employs long-lived storage methods that have a low risk of reversal over millennia;

(e) that prioritises the removal of greenhouse gases from the atmosphere rather than avoids or reduces third party emissions of greenhouse gases; and

(f) that takes account of a just transition and addresses wider social and ecological goals;

3\. _\[insert other resolutions\]._

## Updates

**January 2026**

This clause has been updated following routine quality assurance review.

## Topics

**Clause Applications:** [Board minutes](https://chancerylaneproject.org/news/clause-application/board-minutes/)

**Climate or nature outcomes:** [Climate risk](https://chancerylaneproject.org/news/climate-or-nature-outcome/climate-risk/), [Decarbonisation](https://chancerylaneproject.org/news/climate-or-nature-outcome/decarbonisation/)

**Climate solutions:** [Alignment with Paris Agreement](https://chancerylaneproject.org/news/climate-solution/alignment-with-paris-agreement/), [Identify and manage climate risks](https://chancerylaneproject.org/news/climate-solution/identify-and-manage-climate-risks/), [Offsetting](https://chancerylaneproject.org/news/climate-solution/offsetting/), [Setting emissions reduction targets](https://chancerylaneproject.org/news/climate-solution/setting-emissions-reduction-targets/)

**Content types:** [Corporate governance document](https://chancerylaneproject.org/news/content-type/corporate-governance-document/)

**Contract lifecycle management stages:** [Business decision and strategy](https://chancerylaneproject.org/news/contract-lifecycle-stage/business-decision-and-strategy/)

**Direction of obligations:** [Organisation on itself](https://chancerylaneproject.org/news/direction-of-obligation/organisation-on-itself/)

**Jurisdictions:** [England & Wales](https://chancerylaneproject.org/news/jurisdiction/england-wales/)

**Law or regulations:** [Paris Agreement](https://chancerylaneproject.org/news/law-or-regulation/paris-agreement/), [UK Companies Act 2006 (s172)](https://chancerylaneproject.org/news/law-or-regulation/uk-companies-act-2006-s172/), [UNFCCC](https://chancerylaneproject.org/news/law-or-regulation/unfccc/)

**Legal concept, activity or principles:** [Corporate alignment](https://chancerylaneproject.org/news/legal-concept-activity/corporate-alignment/)

**Maintenance status:** [Maintained](https://chancerylaneproject.org/news/maintenance-status/maintained/)

**Practice Areas:** [Corporate, mergers and acquisitions (M&A)](https://chancerylaneproject.org/news/practice-area/corporate-mergers-and-acquisitions-ma/)

**Primary users:** [Corporate lawyers](https://chancerylaneproject.org/news/primary-user/corporate-lawyers/), [Directors/C-suite](https://chancerylaneproject.org/news/primary-user/directors-c-suite/)

**Standard or frameworks:** [GHG Protocol](https://chancerylaneproject.org/news/standard-or-framework/ghg-protocol/), [International Financial Reporting Standards](https://chancerylaneproject.org/news/standard-or-framework/international-financial-reporting-standards/), [UNFCCC clean development mechanism](https://chancerylaneproject.org/news/standard-or-framework/unfccc-clean-development-mechanism/)

**TCLP principles:** [Good climate governance](https://chancerylaneproject.org/news/tclp-principle/good-climate-governance/)