The Role Technology Company Corporate Boards Need to Play in ESG Reporting

Since the U.S. Securities and Exchange Commission (SEC) proposed rules governing climate-related disclosures from all public companies on March 21, environmental, social and governance (ESG) reporting has become necessary for technology company corporate boards to address, especially in today’s environmentally and socially conscious world.

Whether it’s understanding how the technology company is combatting climate change, how diverse the technology company’s leadership is, or what the technology company’s corporate policies are, investors, customers and even their own employees want transparency into the ESG impacts – both good and bad – of activities and sustainability initiatives.

However, to fully understand the standards technology corporate boards need to meet when navigating their ESG reporting, we must first understand what’s wrong with the current system. 

The Current State of ESG Reporting

When technology companies disclose ESG reporting in their annual reports, proxy advisory firms, such as Institutional Shareholder Services (ISS), take that information and essentially put it into a rating system in which all of the technology company’s ESG efforts are graded on an ABCD+- level. Some proxy advisors, including ISS, also assess companies for overall positive or negative social impact and assign them a score. For example, on ISS’s ESG Gateway [1], ISS assigns Apple a “B” ESG rating and was judged to have a +3.5 limited positive social impact. Amazon’s ESG Corporate Rating is a C- and is judged to have a -5.3 significant negative social impact. Proxy advisors rarely delve deep into the reasoning for companies’ ratings, which poses a challenge for investors attempting to ascertain which companies are the most environmentally or socially conscious. This challenge is even more significant for boards of directors at technology companies. Because proxy advisors are not clear about their standards for obtaining high ESG marks, it is very difficult to know which factors are most critical. Case in point, Apple and Amazon have relatively similar corporate diversity, pay levels and operations, but they have significantly different ESG and social impact scores from ISS.

Because proxy advisors’ standards are so obscure, a cottage industry of ESG consultants has formed to help companies achieve higher ESG ratings. However, proxy advisors such as ISS also offer these services. Many, including the SEC, have taken issue with this business model because of the potential for conflicts of interest. 

This resonates similarly with what happened more than 20 years ago between energy-trading company Enron Corporation and accounting firm Arthur Andersen LLP. Enron kept debt off its balance sheet when reporting annual financial earnings, thus making them a subject of a federal investigation and sparking the conversation for a new set of standards to maintain financial integrity [2]. Today’s ESG reporting mirrors this if companies try anything to earn a better grade and impress their investors. Shareholders and stakeholders want to see credible environmental and social change through a new set of ESG standards, but the current ESG system must first be resolved.

What Needs to Change? 

With the current ESG evaluation system seemingly more focused on ratings than bringing about change, proxy advisors issuing these ratings need to consider reforming their organizations to focus on either ESG ratings or consulting, because both operations create the challenges we are seeing with companies trying to leverage the system for their own beneficial evaluations, instead of identifying true change throughout the technology industry. Similar to the Enron story, consulting firms were helping the company boards prop themselves with false reporting, leaving shareholders to hold the bag of worthless stocks and company valuations at the end of the day. 

Even though ISS is not the only proponent of ESG ratings, proxy advisors use their own methodologies to rank and score technology companies, and the reports produced are at times rife with inaccuracies and ultimately sow confusion in the markets. These inaccuracies then consume the bandwidth of technology companies as they scramble to address misstatements that surface in these reports – taking valuable time that could be much better spent on actually improving ESG performance [3]. 

Ultimately, the people at the shareholder and stakeholder level, who want to see technology companies adhere to a set of ESG standards, are losing within the current system. Instead of having the transparency of technology companies who are truly responsible in terms of ESG, investors are in a conflict-of-interest system in which ESG ratings mean nothing, unless change is in fact taking place. 

The New ESG Standards for Technology Companies

When thinking about the standards that technology corporate boards should focus on in their ESG reporting, there must be checkbox standards across each environmental, social and governance branch that the technology company reports, for which any investor can publicly verify the reporting. Without transparency, the system will continue to hurt companies that are supporting ESG goals while benefiting those willing to “game” the system. A transparent system will instead give ESG-conscious investors a leg up in understanding their investments while benefiting companies truly committed to doing the right thing.

References

1. https://www.issgovernance.com/esg/iss-esg-gateway/
2. https://www.wsj.com/articles/SB1011565452932132000
3. https://www.theglobeandmail.com/business/commentary/article-crowded-esg-ratings-landscape-shows-confusion-for-investors/