A Discussion on Directors' Duties, Responsibilities and Disclosure Obligations on Climate Change Risks

May 23, 2023

SyCip Salazar Hernandez & Gatmaitan (SyCipLaw), through the initiative of the Firm's ESG and Sustainability practice group led by Jose Florante M. Pamfilo, recently held a forum on Directors' Duties, Responsibilities and Disclosure Obligations on Climate Change Risks, in partnership with ClientEarth and Commonwealth Climate and Law Initiative (CCLI). The forum was moderated by SyCipLaw special counsel Catherina M. Fernandez.

The forum discussed the international trends and updates on the duties and disclosure obligations of directors of for-profit companies in the Philippines in respect of climate risks, including the Philippine legal opinion that CCLI commissioned on the topic. ClientEarth's head of Energy Systems Asia Peter Barnett and senior lawyer Joyce Melcar Tan elaborated on the legal opinion and presented the risks arising from climate change within the scope of directors' duties to act in the best interest of the corporation and its shareholders. They also presented recommendations for directors of a company to fulfill their fiduciary duties as directors, and to reduce litigation exposure by acting on a fully informed basis, with due diligence and care in addressing the physical, transition and reputational risks facing their company. CCLI Corporate/Finance and Climate Change lawyer Alex Cooper presented the international landscape of climate risk governance, trends, and updates on what is considered basis for liabilities of individual directors for breach of their fiduciary duties.

SyCipLaw partners Imelda A. Manguiat, Ramon G. Songco and Joan Mae S. To-Conejos provided their observations on the Philippine landscape, particularly, on the extent of climate change-related disclosures in securities offering materials, how publicly-listed corporations manage climate change risks, and litigation risks arising from climate action/inaction and climate disclosures.

ClientEarth is a nonprofit environmental organization providing legal interventions designed to integrate climate-related financial risks into corporate and financial decision-making. CCLI is a legal research and stakeholder engagement initiative founded by Oxford University Smith School of Enterprise and the Environment, ClientEarth, and Accounting for Sustainability (A4S). It helps examine the legal basis for directors and trustees to manage and report on climate change-related risk and climate mitigation.

SyCipLaw Managing Partner Hector M. de Leon, Jr. (center) with (from L) Commonwealth Climate and Law Initiative Corporate/Finance and Climate Change lawyer Alex Cooper, ClientEarth's Energy Systems Asia's senior lawyer Joyce Melcar Tan and head Peter Barnett, SyCipLaw Corporate Services department head Imelda A. Manguiat, partners Joan Mae S. To-Conejos and Ramon G. Songco

A forum on Directors' Duties, Responsibilities and Disclosure Obligations on Climate Change Risks moderated by SyCipLaw special counsel Catherina M. Fernandez (standing) held at SyCipLaw Center in Makati City on April 26, 2023