Darcy's Board Minutes

Board Minutes: Consideration of Climate Change Factors

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.

Jurisdiction: England & Wales

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. 


[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 using a higher threshold than ‘consideration’, for example, requiring compliance with the organisation’s decarbonisation targets, net zero target or other criteria.]

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 [●]) including pursuing efforts to limit global temperature increase to 1.5 Celsius above pre-industrial levels (in alignment with the goals of the United Nations Framework Convention on Climate Change (UNFCCC)’s Paris Agreement) and halving the Company’s absolute emissions every decade;

d) the direct or indirect carbon footprint of 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, Revised Edition 2015 updated from time to time);

e) the direct or indirect climate risks associated with the transactions under contemplation at the meeting (including, physical, liability and transition risks identified by the International Financial Reporting Standards Foundation (IFRS) from time to time);

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

g) measures for measuring, verifying and reducing the Company’s carbon footprint 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 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 its greenhouse gas emissions 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. to purchase a quantity of carbon credits:

(a) equal 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;

2. [insert other resolutions].

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