Exxon's Handling of Climate Change Raises Questions About Board Oversight at Oil Giant
Corporate boards and the critical oversight function they play have come to the fore over the last year. You don't need to look any further than the scandal roiling ExxonMobil to understand the high stakes at play.
Exxon is facing a moment of truth with potentially huge financial ripples. Using internal company documents, Inside Climate News and The Los Angeles Timesrecently reported that Exxon deliberately misled the public about climate change research, even though its own scientists began warning the company about the dangers of warming global temperatures in 1977. Within days, the New York Attorney General confirmed that it has been investigating whether Exxon misled investors in a manner that violated state securities laws.
Exxon presents a perfect case for examining how building sustainability into board governance can help prevent and manage risk. In the case of Exxon, climate risk is a sustainability issue that has been raised by investors through shareholder resolutions for well over a decade. So it's logical to ask how much did Exxon's board know about the company's research on climate change, and did any of the board members have the expertise necessary to question it? Did the company's research factor into board conversations on performance, risk and opportunity? And, importantly, did the board engage with stakeholders to inform its views?
Investors are increasingly focused on the decisions made by corporate boards on corporate strategy and the extent to which it incorporates sustainability risks and opportunities. In 2013, a group of over 75 institutional investors collectively managing more than $3.5 trillion in assets sent letters to 45 of the world's largest fossil fuel companies, including Exxon, urging them to address the risks posed by climate change, including carbon asset risk.
(Carbon asset risk is the potential of fossil fuel reserves being unusable - 'stranded,' in Wall Street parlance - as the global economy transitions to low-carbon energy sources. Those risks are especially severe for fossil fuel companies if carbon-reducing efforts are successful in preventing Earth's temperatures from rising more than 2 degrees Celsius above pre-industrial levels.)
Board oversight and intervention have had a major impact on how companies respond. For example, only three of the fossil fuel companies initially targeted have endorsed the use of a 2 degree scenario analysis in their business planning: BHP Billiton, Statoil and ConocoPhillips. In each of these cases, the decision to move forward with the analysis was initiated from the board rather than from management. But this type of proactive approach remains the exception rather than the rule.
Corporate boards need to move from being reactive on sustainability issues, to proactively and systematically thinking about how environmental and social challenges factor into corporate strategies and performance. Ceres recently published a report, "View from the Top: How Corporate Boards can Engage on Sustainability Performance", outlining specific recommendations for proactive board engagement. Based on interviews with dozens of board members, senior corporate leaders and governance experts, the report underscores that informed oversight is critical to good governance. Among the report's key recommendations:
(1) Where a sustainability issue is material to the company, the board should include directors with expertise on key issues in question. Investors are especially focused on having companies recruit "climate competent" and "sustainability competent" directors. Companies like Prudential Financial, for example, identify "expertise in corporate responsibility/sustainability" as a board qualification. Directors and management should assess the qualifications and expertise of current directors and map this against the company's sustainability priorities. Now is an ideal time for Exxon to re-consider shareholder calls for board members with climate expertise.
(2) Boards run substantial risks when they operate as isolated entities.Engaging with external stakeholders, including investors, on sustainability priorities can mitigate those risks by giving directors a clearer view of the landscape of risks facing the company -- a view that is sometimes obscured when board directors rely solely on the perspective of company executives. The boards of three European oil and gas majors, Shell, BP and Statoil, embraced this approach and actually endorsed shareholder resolutions on climate change in 2015. Board engagement with shareholders led to a mutual understanding that better assessing climate risk would create long-term value. Nonetheless, companies like Exxon and Chevron continue to fight tooth and nail against any shareholder engagements that raise climate concerns, and requests to meet with board members are often rebuffed by management.
The research indicates that Exxon's board would be better served by hearing directly from the shareholders that have been warning about climate and carbon asset risks. The reality is that sustainability is good business. Research, including from Harvard Business School, Morgan Stanley, and others consistently show that companies that embrace sustainability outperform their peers on a variety of crucial financial metrics. It's time for boards to embrace this reality.
Mindy Lubber is president of Ceres, a nonprofit sustainability organization mobilizing business and investor leadership on climate change and other global sustainability challenges. For more information, visit www.ceres.org.