ESG: Navigating the Board's Role

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 seven modules:

Module 1: Defining Corporate Purpose, ESG, and Stakeholder Governance
Module 2: Communicating with Investors on ESG
Module 3: Identifying, Assessing, and Mitigating ESG Risks
Module 4: Structuring Board Oversight of ESG
Module 5: Target Setting, Transition Planning, and Executive Compensation
Module 6: Aligning Climate Lobbying with ESG Commitments
Module 7: Disclosing ESG Risks and Opportunities

Course Design

Lectures

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.

Curated Readings

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.

Written Reflections

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 two written reflections (200-250 words) and one written response to another participant’s reflection (100-150 words). The written assignments are optional for participants who don’t seek to earn the certificate.

Live Discussion Forums (Optional)

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.

Live Discussion Forums Spring Dates and Topics to be confirmed (Discussion Forums are typically held on Thursdays from 12:00 PM to 1:00 PM PT | 3:00 PM to 4:00 PM ET).

ESG: Navigating the Board’s Role trailer from Mission Pictures

Course Details

When: September 12 – December 12, 2022.

Time Commitment: The course is designed 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 Executive Education 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 (per person):

Early registration tuition: $975 (this rate is valid until 11:59 pm ET on July 15, 2022)
General tuition: $1,500
Berkeley alumni**: $1,275
Ceres Network member**: $1,275
Group rate**: $1,275 per person (for groups of three or more)
Government/Nonprofit**: $1,275

**To receive one of the special discounted rates listed above, please email esg-directors@law.berkeley.edu to request a promo code.

Accessibility: For disability accommodation requests and information, please contact Danielle Santos at dsantos@law.berkeley.edu. Please attempt to make your service request with as much advance notice as possible.

Questions: Please email esg-directors@law.berkeley.edu

Testimonials from current course participants:

“ESG: Navigating the Board’s Role” provides corporate directors with the Who, What, Where When and Why of E, S and G using an engaging and innovative instructional format. The virtual discussions with ESG experts and fellow course members were especially interesting and enlightening.” – Peggy Smyth, Board Member, Etsy

“With comprehensive content, engaging live class discussions, and thought-provoking writing assignments, this course is a must for all board members. The program is well organized and gives board members the essential toolbox for strategically considering ESG oversight responsibilities, risk assessment, and stakeholder value creation. Bravo!” – Lisa Bougie, Board Member, Eileen Fisher Inc, Cora, Boon Supply

“I highly recommend this course as it covers an array of ESG topics by providing substantive content and leveraging the perspectives of leaders in the field. The live discussion sessions allow directors to interact and share experiences on ESG matters.” – Celeste Clark, Board Member, Wells Fargo

“This course provides an excellent overview for all board members on the vocabulary and concepts that are increasingly critical for leading sustainable companies. Amelia and Veena offer thought leadership and inspire participants to consider both the risks and opportunities presented by broad ESG considerations.The group discussions were vibrant, and generated good ideas for deeper dives in future programs. Definitely a good investment of time for all board members.” – Steven G. Hoch, Partner, Brown Advisory Former Board Member, Nestle SA

“ESG: Navigating the Board’s Role deserves to be a prerequisite to assuming directorship. Extremely time-efficient, the course presents a concise panorama of today’s ESG imperatives. Ignoring the need to participate to the board’s ESG oversight is simply neglecting the directors’ fiduciary responsibility. In today’s world institutional investors, and public institutions are holding directors accountable to responsible oversight of ESG issues, and material risks. ESG also offers opportunities which, if left unaddressed, put the company at competitive disadvantage.” – Dominique Conseil, Director of the Ceres Board
Former President, Aveda

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

Founding Director, 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, 2021), and Corporate Law and Social Risk (Vanderbilt Law Review, 2020). Prosocial Antitrust (Hastings Law Journal, 2021).

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.

Mindy S. Lubber

Mindy Lubber is the CEO and President of the sustainability nonprofit organization Ceres. She leads an all-women executive leadership team and 125 employees working to mobilize the most influential investors and companies to tackle the world’s biggest sustainability challenges: climate change, water scarcity, and pollution, and inequitable workplaces. She has been at the helm since 2003, and under her leadership, the organization and its powerful networks have grown significantly in size and influence. She has received numerous awards for her leadership. In 2020, Lubber received the ‘Champions of the Earth’ award – the highest environmental honor from the United Nations.

As a well-known global thought leader, Lubber has inspired coalitions of institutional investors, corporate boards, C-suite executives, and other capital market leaders to factor environmental, social, and governance issues into decision-making. She is frequently quoted in top business and financial news outlets and pens a regular column for Forbes.com on a variety of sustainability topics that have strengthened the business case for action and elevated concepts, such as climate and water risk. She also regularly speaks to high-level world and national political leaders on clean energy and water policies and has helped to change the political conversation around tackling climate change to one focused on jobs and the economy. And in 2015, Lubber helped catalyze the necessary business support to get the historic Paris Agreement across the finish line, leading Vogue Magazine to name her a “Climate Warrior.”

Prior to Ceres, Mindy served as a Regional Administrator at the U.S. Environmental Protection Agency under former President Bill Clinton. She also founded Green Century Capital Management and served as the director of the Massachusetts Public Interest Research Group (MASSPIRG)

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