ESG: Navigating the Board's Role
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Welcome to ESG: Navigating the Board’s Role, a course co-developed by UC Berkeley School of Law and Ceres.

ESG — environmental, social, and governance — is a rapidly growing and complex landscape. From diversity to supply-chain due diligence to reducing carbon emissions, ESG cuts across vastly different corporate functions. As this course will reveal, ESG is not a discrete set of issues, but a powerful process for managing risk and leveraging business advantage.

Investors and other key stakeholders recognize that ESG is a proxy for effective risk oversight, and there is increasing pressure on board members to focus on ESG issues. But given its breadth, how to do so remains opaque. This course answers that challenge, pinpointing how corporate board members, whose legal duties and strategic roles are very different from management, can embed ESG into board operations.

To ensure that we have tailored this course for corporate directors, we convened an advisory council, composed of corporate board members, investors, senior executives, legal advisors, and ESG experts. This introductory course, which is designed to be completed in six hours, incorporates their practical insights, the cutting-edge research of Berkeley Law faculty, and industry-leading reports published by Ceres.

Topics

This course is divided into the following six modules:

  1. Engaging with investors on ESG
  2. Building ESG competency and fluency on the board
  3. Structuring board committees for ESG oversight
  4. Aligning executive compensation with ESG performance
  5. Identifying, assessing, and mitigating ESG risks
  6. Disclosing ESG risks and opportunities

Course Design

Each module begins with a lecture including theoretical underpinnings and practical insights from numerous experts including investors, board members, corporate executives, lawyers and judges, academics, and leading NGOs — to help contextualize how the board oversees ESG in practice.

With articles being published each day, it is difficult to navigate the vast literature on ESG. For participants who want to delve deeper into each topic, this course offers a “venture further” section which includes:

  • Industry reports containing data on ESG trends and highlighting ESG risks and opportunities
  • Ground-breaking academic papers (which we have excerpted)
  • Opinion pieces and articles written by our expert guests
  • Media articles which show how ESG issues are being discussed and debated in the court of public opinion

These resources are optional and are not included in the six hour estimate for course completion.

To provide participants with the opportunity to engage in the discussion and debate, we will assign brief, written reflections throughout the course.

To earn the certificate, participants are required to complete six reflections. They are optional for participants who don’t seek to earn the certificate.

We will host three optional forums (via Zoom) to provide a platform to discuss and debate the materials, share best practices, and network with other members of the corporate director community. Ceres and Berkeley Law will co-moderate these forums.

Course Details

  • When and where? This online course will open on November 9, 2020, and remain available until January 15, 2021. The course is intended to take approximately six hours of active work, and participants can move through the course at their own pace.
  • Who should participate? This course is designed specifically for current and aspiring corporate directors. For other professionals, Berkeley Law offers this course in Sustainable Capitalism and ESG.
  • Certificate requirements: Participants who complete all six modules and write at least six reflections will earn a Certificate in ESG: Navigating the Board’s Role from Berkeley Law Executive Education.
  • Tuition: $1250
  • Accessibility: For disability accommodation requests and information, please contact us at esg-directors@berkeley.edu. Please make your request upon registration.
  • Registration: Now open! Click here to register.

Course Convenors

Berkeley Law’s Business in Society Institute

Society’s expectations of companies are changing, and companies are responding. Many companies today go beyond legal compliance to implement policies in line with the values of their shareholders, employees, customers, and other stakeholders. An increasing number are engaging in activities that were traditionally conducted by governments and nonprofits. Navigating fiduciary duties and competing stakeholder interests raises a number of complex corporate governance questions. The Business in Society Institute’s mission is to help define this new articulation of corporate purpose. We conduct our mission by 1) preparing the next generation of leaders, 2) publishing thought leadership, and 3) collaborating with and designing executive education for corporate executives, board members, investors, corporate counsel, and NGOs.

As part of UC Berkeley, the world’s leading public university, supporting the private sector’s commitment to solving societal issues is core to our public mission. For more information about the Business in Society Institute please visit our website.

Amelia Miazad

Amelia Miazad founded and leads the Business in Society Institute at Berkeley Law.

Professor Miazad is widely recognized as an expert in ESG. She teaches courses at the intersection of sustainability, corporate governance, and compliance. Her recent publications explore sustainability and ESG as a process for overseeing risk and a powerful tool for transforming corporate culture. Professor Miazad’s curriculum and scholarship rely on input from experts who are implementing environmental and social considerations into their business practices. This pedagogical approach, which blends theory and practice, is reflected in the design of this course.

Her recent publications explore sustainability and ESG as a process for overseeing risk and a powerful tool for transforming corporate culture and include: The Hidden Power of Compliance (Minnesota Law Review, 2019), Sex, Power, and Corporate Governance (UC Davis Law Review, forthcoming, 2021), and Corporate Law and Social Risk (Vanderbilt Law Review, forthcoming, 2020).

Ceres

Ceres is a sustainability nonprofit organization working with the most influential investors and companies to build leadership and drive solutions throughout the economy. Through powerful networks and advocacy, Ceres tackles the world’s biggest sustainability challenges, including climate change, water scarcity and pollution, and inequitable workplaces. Our mission: Ceres is transforming the economy to build a sustainable future for people and the planet. For more information about Ceres’ work, please visit ceres.org.

Veena Ramani headshot

Veena Ramani

Veena leads Ceres’ work on critical market levers that will help scale the transition to sustainable capital markets. This includes governance systems that companies should put in place at the corporate board level to allow for effective board oversight of sustainability and ESG risks. She also oversees Ceres’ work to engage financial regulators on climate change as a systemic risk, under the umbrella of the Ceres Accelerator for Sustainable Capital Markets.

Veena has authored and co-authored a number of industry-leading reports on board governance of ESG and sustainability including View from the top: How corporate boards can engage on sustainability performance (2015), Lead from the top: Building sustainability competence on corporate boards (2017), Systems Rule: How board governance can drive sustainability performance (2018), Getting Climate Smart: A primer for corporate directors in a changing environment (2018) and Running the Risk: How Corporate Boards Can Oversee Environmental, Social and Governance (ESG) Issues (2019).

Veena has been featured in a number of corporate governance publications including in the Cover Story of the 2017 Fall Edition of C Suite Magazine. Her work has been featured by NACD, Corporate Secretary, Pensions and Investment, CQ Roll Call, Marketwatch, Ethical Boardroom, GreenBiz, Huffington Post, Environmental Leader and Responsible Investor.

This course was made possible, in part, through support from The Gordon and Betty Moore Foundation. We are grateful for their support.

Advisory Council

 

Allison Bennington

Partner | PJT Partners

Tanuja Dehne

President & CEO | Geraldine R. Dodge Foundation

Robert Eccles

Visiting Professor of Management Practice | Saïd Business School, University of Oxford

Nancy Floyd

Founder and Managing Director | Nth Power

Steven Hoch

Senior Advisor | Brown Advisory

Suz MacCormac

Partner & Co-Chair of the Energy and Cleantech Groups | Morrison & Foerster | Member of President’s Council of Ceres

Phillip Rudolph

Chair of the Board | Corporate Directors Forum

Bill Savitt

Partner | Wachtell, Lipton, Rosen & Katz

Anne Simpson

Interim Managing Investment Director, Board Governance & Sustainability | CalPERS

Tim Youmans

Director | Hermes EOS

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