Model clause

Climate Change Aligned Board Minutes

Darcy's Board Minutes

Introducing specific drafting into board minutes to encourage directors to consider their net zero targets and/or carbon footprint and climate change risks as a routine part of their decision-making.

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Why use this?

This drafting can easily be incorporated into existing board minutes precedents.

How it promotes a net zero future

Including this drafting in board minutes as standard will help to ensure that boards do not forget the importance of making decisions mindful of environmental objectives, impacts and risks.

Presently, the environmental consequences may – in the majority of businesses – not be properly considered, however increasingly these consequences will have a tangible impact on financial performance and future strategy (i.e. the company’s success).

Disclaimer - please read

The clauses on this website (and published in our Climate Contract Playbook) have been prepared in good faith on a pro bono basis and are free to download and use. The clauses have been drafted and edited by a variety of lawyers and, as such, the approaches to drafting may not conform to any particular drafting norms. We acknowledge this as a consequence of the collaborative drafting process.

The clauses on this website (and published in our Climate Contract Playbook) are provided on an ‘as is’ basis and without any representation or warranty as to accuracy or that the clauses will achieve the relevant climate goal or any other outcome.

This website (and the Climate Contract Playbook) does not comprise, constitute or provide personal, specific or individual recommendations or advice of any kind, and does not contain legal or financial advice. The clauses are precedents for legal professionals to use, amend and negotiate using their professional skill and judgement and at their own risk.

While care has been taken in the drafting of these clauses, neither The Chancery Lane Project nor any of its contributors owe a duty of care to any party in relation to their preparation and do not accept any liability for any errors or omissions, nor for any loss incurred by any person relying on or using these clauses or any other person. Users should use their own professional judgement in the application of these clauses to any particular circumstance or jurisdiction or seek independent legal advice.

At present, all the clauses are based on the laws of England and Wales. We encourage the conversion of these precedent clauses for use in other jurisdictions.

The clause

Example Clause

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

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 [●]/sustainability report dated [●]);

c) the Company’s [net zero carbon emissions] OR [carbon emissions reduction] target (as stated in its strategic plan for the period [●]);

d) the carbon footprint of, and the climate change risks (including, physical, liability and transition risks) associated with, the transactions under contemplation at the meeting);

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

f) measures for reducing the Company’s carbon footprint and reducing, mitigating and/or avoiding the climate change risks,

It was resolved that [insert resolutions].

Glossary references: Carbon Footprint

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