Climate clause

Board Minutes: Consideration of Climate Change Factors

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.

This is a net zero clause

This clause aligns with Paris Agreement goals, Race to Zero requirements and the Oxford Principles for Net Zero Aligned Carbon Offsetting. For tools and support to use this clause, use our toolkit or join one of our events.

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Why use this?

This drafting can easily be incorporated into existing board minutes precedents, enabling directors to comply with fiduciary duties, ensuring that climate becomes a routine consideration in decision making and aligning every decision with progress towards achieving net zero and reducing climate related risk exposure.

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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

Additional Resolution

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 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℃ 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 (including scope 1, 2 and 3 emissions as categorised by The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard, Revised Edition 2015 as updated from time to time [Drafting note: Scope 1, 2 and 3 emissions are defined on page 27 of the GHG Protocol]) of, and the direct or indirect climate change risks (including, physical, liability and transition risks as identified by the Task Force on Climate-related Financial Disclosures from time to time) 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 measuring, verifying and reducing the Company’s carbon footprint and reducing, mitigating and/ or avoiding the climate change risks;

g) 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 net zero targets, lobbying activities or trade association memberships), align with [or could potentially undermine] the objectives of the UNFCCC’s Paris Agreement and whether any action should be taken to improve such alignment;

h) 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

i) 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 of 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 (CDM) [or [successor/ 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].

* [Drafting note: Consider using a higher threshold than ‘consideration’, for example, requiring compliance with the organisation’s net zero target or other criteria.]

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