Changing Dimensions of Corporate Governance with reference to India: An increased reliance on ESG model of Corporate Governance
Authored By- Simrat Kaur Bhasin
This work is aimed to draw attention to the challenges and restrictions that businesses are encountering while implementing ESG models into their governance. Companies are embracing ESG as a concept that is gaining traction and as a way to compete in the business sector. The companies who want to use this new trend do not have a clear framework that they must adhere to. This paper focuses on the fundamental obstacles that businesses must overcome to fully grasp the concept of ESG integration, as well as why and how businesses in the modern world—including those in India—must adopt this strategy. To understand the ESG framework and the practices of businesses implementing the sustainability agenda through ESG, the researcher has used secondary data from works published journals, newspapers, online blogs, websites and books and the research on studies, laws and supplementary publications about the integration of ESG into corporate operations has been extensive. Some of the legal scripts used to gather data and information for this includes statutes such as the Foreign Exchange Management Act, 1999, the SEBI Act, 1996 and the Companies Act, 2013, which all provide a formal structure for any CG by enhancing disclosures, reporting, and transparency through improved and new compliance norms. This new approach—the most recent one—relates to branding objectives as well as shareholder interests. Organizations all over the world have begun to use this strategy to manage their enterprises and carry out their operations in a manner that would guarantee both a profitable and sustainable conclusion. People throughout the world are becoming aware of the benefits of ESG. Many organisations have adopted this governance model due to how crucial it has become, taking into account both their organisational structures and the disclosure format that SEBI also imposed in India. Companies are required to abide by this by stating their objectives and taking part in a variety of environmental and social initiatives. Stakeholders, investors, and regulators are urging businesses to enhance their ESG data and increase openness in disclosing it to maintain the organization's sustainable performance. Positive sustainability reports and taking climate-related action are only a couple of the additional advantages that the application of ESG has been discovered to bring.
Keywords: Corporate Governance, Sustainability, ESG, Responsible Business Conduct JEL Classification: G34, G38, K22
ESG stands for environmental, social and governance, and these three factors are taken into account when determining the viability and impact of investments. This conceptual concern can be divided into three categories: the first concern is of the main drivers of environmental change, such as climate change, nuclear energy or sustainability in general; the second concern is social issues, such as diversity, human rights, consumer protection or animal welfare; and the third concerns in corporate matters, such as management structure, employee relations and executive compensation. The term ESG is justified in the financial sector by taking into account the following variables, which lead to the company's score and mission accomplishment. Customers, employees, shareholders, lenders, rating agencies and regulators have all asked companies to assess the impact of their operations on the world and the environment. It is now commercially relevant that the implementation of the ESG strategy, operations and culture is increasingly accepted (Kell, 2014). Responsible investment integrates ESG into the business' operations. The main focus of responsible investment is on choosing a strategy that might force businesses to include ESG into their investment and active ownership. As a result, investors typically utilise ESG as a benchmark and technique to assess corporate behaviour and potential future financial success.
With the huge popularity of the Stakeholder-Theory of Corporate Governance, incorporating ESG practices into a company’s policies is considered to be a good investment (Lee & Ikseon, 2022). Investors are willing to invest in ESG because it will contribute to society, regardless of the unknown impact it may have on financial performance. ESG components activate the rate of return on investment (Vijayakumar, 2010). Indian companies in recent years have become more aware of their social responsibility and started engaging in ESG activities. The corporate world requires ESG elements to be included as non-financial statements at the time of corporate disclosure (Kumar et.al, 2022). In 2017, the Securities and Exchange Commission of India (SEBI) promoted Indian firms to implement Integrated Voluntary Reporting, and by 2019, more than 30 companies had successfully done so (Gaur, 2019). The researcher, in this article will look at how organizations are implementing ESG into their practice. The study focuses on the evolution of corporate governance structure after implementation of the ESG model, impact of increasing ESG acceptance by Indian companies and firms on their performance and goodwill and how a company’s various components are affected by such adoption.
The initiation of the ESG could be traced to the 1960s, at which time SOCIALLY RESPONSIBLE INVESTING was brought up due to Anti- Vietnam War and even the Civil Right movement and the same got fueled further in the 1970s and 80s by strong opposition to the apartheid in South Africa. After this, the industries highlighted this as a separate segment which is essential to be incorporated to strategize the investment plan which is necessary to have a financial return along with a good impact on society and which would lead to companies being socially responsible to their stakeholders and the public (Blair, 2021).
In 2000 The United National Global Compact was launched. In this endeavour, companies were asked to make their operations strategies according to the universal principles of human rights, labour, environment and anti-corruption and even to implement some regulations in their companies on these points (Williams, 2004). Currently, this pact includes 1300 plus companies across 160 countries and in 2004, Global Compact gave a report “WHO CARES WINS- CONNECTING FINANCIAL MARKETS TO A CHANGING WORLD” in which the basic guidelines based on ESG were provided to the companies to implement in their operation.
In 2011 The Sustainability Accounting Standards Board (SASB), was brought into the corporate governance landscape. It gave a uniform framework for sustainable accounting and measures across 77 countries and in this framework, great information about ESG was given (Pavan & Kreuze, 2022).
BUSINESS ROUNDTABLE STATEMENT, 2018, introduced proper steps to implement ESG, where the world’s largest multinational corporation expressed the need to bring a shift from the adaption of the shareholder model to the stakeholder model and which implementation of ESG was a must. It was discussed that implementation of ESG along with stakeholders was important for the success of the company, as it covers all three- the vision, the mission and the purpose of the company and at the same time it attracts employees and investors (Grove et al., 2020).
In 2020, the Covid-19 pandemic ruined the economies of many countries. The limitations which needed to be covered up in healthcare structures of the various countries, social unrest created by Georg Floyd’s death due to racism, etc., became factors of ESG that investors and consumers demanded from the companies to implement in their framework and even made a stand for this (Blair, 2021). India attended the UN conference on climate change (COP-206) that took place in Glasgow in 2021 together with 196 other nations. The Conference aims to spread a message on how to change our habits to be more resource-conserving rather than resource-exploiting. To control the disparities that are being noted around the world as a result of climate change, particularly in the post-covid age, many more measures for the sustainability of climate must be made in addition to the promotion of ESG. Larry Fink, CEO of BlackRock in his Annual letter to shareholders (2022), highlighted ESG in all the points and sent a loud and clear message, emphasizing that it was time to wake up and act on ESG.
After the financial crisis appeared in 2008, the concern for behavior to be required for corporate financial activity increased among people. The amalgamation of ESG into the area of Corporate or in the Business World has brought a new trend into the business culture which is ‘sustainability’ which makes the corporate invest and make products that are sustainable to achieve some sustainable standards like lowering carbon emissions, pollution, and biodiversity. ESG is an ingredient of a competitive strategy that is being adopted by the majority of companies and even as an interest of an investor, stakeholder, shareholder, and government for the management of risks (Blair, 2021).
It is a necessity of the time that ESG as a model of governance, implement some responsibilities on the corporates to minimize the damages they have created from their business activities. This model has been given importance in the wake of environmental damages, scandals from corruption and illicit activities like child laborer’s being involved in industrial activities which are against the law or use of such substances which are banned for manufacturing, etc. rising at a very high pace which results from the day-to-day activities of corporate (Lee & Ikseon, 2022). Since, businesses in every part of the world are growing and expanding throughout the globe with the involvement of new technologies and trends, which are causing harm to an environment outside the corporate world and even inside it. So, with the adoption of such technologies and trends, it has also become important for businesses to even adopt certain measures for the prevention of such harm being caused to society and nature as well.
Such measures result in the direct adoption of the ESG model in the governance of the corporate. With the adoption of such a model, the investors ask and demand to scrutinize the ingredient of their corporate strategy within the ambit of environment and society.
and Financial Performance
By segmenting ESG to establish a relationship with financial performance, ESG performance concerning financial performance may be evaluated in detail. This will make it simpler for us to comprehend how ESG success and financial performance are related.
4.1 Link Between Environmental performance and Financial Performance
The majority of the research examining this connection concludes that there is a positive correlation between financial performance and environmental performance. Companies have been seen to benefit from efforts to enhance their environmental performance, including an improved reputation and even social recognition. Such performance benefits the upstream and downstream entities in the supply chain. The efficacy of the company's operations can be increased by working toward environmental control, and the expenditures related to environmental management can even be decreased. Concurrently improve financial results (Feldman. 1997). The French Panel, comprised of 61 French companies from 2005 to 2017, was set up for a better-working regression model to examine the nonlinear relationship between environmental and financial performance. The results showed an inverted-U shape relationship, and an inverted-v shape can be seen when Tobin's Q and return of assets are implemented (Lahouel et. al, 2020).A study has found a negative link between company environmental performance and financial performance, and this is mostly because environmental issues drive up managerial costs. In one of the studies, it was investigated how pollution created by the corporation is positively correlated with the overall profit that is derived from the total asset (Stanwick, 1998).According to the study, there is a greater likelihood of developing a negative relationship between environmental and financial performance when we conduct empirical research for the confluence and use a basic coefficient rather than a more sophisticated econometric analysis (Horváthová, 2010).
In another study conducted on listed companies to see whether the market value of a company's shares is impacted by ESG, investigate how environmental, social, and governance (ESG) variables affect an organization's value and how these traits are communicated to the market, linear regression and mediation effects models were utilised. The result of the study suggested that, the improvement of ESG performance of listed companies is beneficial to the improvement of the company's operating capacity as well as market value, but has no significant effect on the company's profitability and growth capacity (Zhou et. al., 2022).
4.2 Link Between Social Performance and Financial Performance
Whether CSR enhances a company's financial performance has become up for debate. Few research findings support a negative opinion, whereas the majority are positive. The study, which divided CSR into employee relations, community relations, and diversity, was done on 367 tourism firms and discovered that all three factors have a favourable effect on company financial performance (Inoue & Lee, 2010). Stronger financial performance translates into better CSR but vice better CSR doesn't lead to the best outcomes of financial performance, according to a study (Lin et. al., 2019). In contrast to organisations that are ownership-centred, which have a detrimental influence on financial performance, a study that was conducted has examined how board size and gender diversity improve the financial performance relation for CSR firms (Pekovic & Vogt, 2021).
The agency and stakeholder theories are the key foundations of the negative relationship. According to the analysis made by the Friedman school businesses must make little investments in CSR, which goes against the senior manager's private interests and conflicts with how businesses should operate to boost financial performance. Additionally, it was determined that CSR hampers the company's investment in other areas, excluding social responsibility, and can even obstruct free market competition, which has a detrimental effect on financial performance (McWilliams & Siegel, 2000).
4.3 Link Between Corporate Governance performance and Financial Performance
Organizational structure, ownership structure design, board governance, and executive compensation all fall under corporate governance. According to a study on the corporate crises that hit western nations in the 1980s, a company's ownership structure had a significant impact on its financial success. The financial performance would suffer because of the restrictive ownership (Holderness et. al., 1999). Better financial outcomes will result from a board that is more objective. Several hypotheses explain how ESG performance affects financial performance: Sustainable development theory is its cornerstone. In order to achieve sustainable development, the organisation works to raise the bar for environmental protection management while giving special attention to ESG performance management. The company will be able to function more profitably as a result and will be in a position to grow steadily and sustainably. Companies investing in technical advancements for pollution management and developing environmental protection policies is one of the simplest ways to reduce pollution. By successfully lowering the environmental pollutants that businesses release while enhancing production effectiveness, the market is stimulated, market share growth is accelerated, and eventually, corporate profitability is increased.
If we glance at the adoption of ESG globally, it reveals that, among other nations, the EU (European Union) was the first one to have done so. The EU had requested the companies to integrate their ESG efforts with their statutory reporting requirements in accordance with the legislation on ESG. The Taxonomy Regulation (Regulation (EU) 2020/852) came into effect on January 1st, 2022. It includes certain measures about climate change and, together with that amendment, mandates that companies disclose their ESG efforts in a periodic and pre-contractual format on their websites. The Taxonomy Regulation requests that European authorities investigate the sustainability of the company’s activities. The corporation must adhere to certain sustainability-related requirements outlined in the regulation while engaging in economic operations that are required to be approved as sustainable economic activities (Boffo & Patalano, 2020).
The US has also attempted to develop regulations requiring listed companies to disclose information connected to climate change as per SEC (U.S. Security and Exchange Commission) provisions. With this, firms are required to report their initiative on climate change in a better, more consistent manner to support sustainability which is an important aspect of ESG (Boffo & Patalano, 2020).
Like other countries, even in India, companies are required to have layers of rules and regulations which make them work to the benefit of society by following ethics and morals. Companies in India have to prioritize their strategies for their regulation and work with the motive of gaining higher returns which are also sustainable, from those strategies (Krishnan, 2019). Nowadays board meetings have started to highlight this point of sustainable return along with the primary goal of wealth creation and have made their practices work towards it.
In India, making Environmental, Social, and Governance (ESG) mandatory for every company to implement in their corporate governance has brought up new challenges for them. Every company in India is running their operation and governing them under different approaches and this approach which is being adopted by them should be in balance with the interest of their respective shareholders. So, the stakeholder model adopted by companies requires a different strategy for the implementation of ESG in accordance with the interest of different stakeholders and this requirement cannot be regulated under one ESG format or policy which was brought up in 2013 (Gaur, 2019). In the concept of ESG, shareholder maximization cannot be taken into consideration above the damages being caused to society by the activities of the company. There is a huge acceptance of ESG which is making it mandated everywhere, even though there are some pivotal dissenters (Chen, 2021) who oppose the implementation of the ESG model.
Currently, the green bonds issued by Ghaziabad Municipal Corporation are still listed in the Bombay Stock Exchange from which it raised INR 150 Crores for constructing a sewage plant (ET Reporter, 2021)
By mandating corporate social responsibility under the company act in 2013 India become the first country to give recognition under any statute. The dogma of this was first discussed in National Voluntary Guidelines or NVGs on the responsibilities of businesses towards the environment and economics before it got recognition under the Companies Act, 2013. Recently in 2021, a circular was issued on Business Responsibility and Sustainability Reporting (BRSR) by SEBI at the same time this circular applied only to 1000 listed companies by market capitalization. This report was a paradigm shift from Business Responsibility Reporting which got its foundation from MCA’s report on Business Responsibility Reporting. It was recommended to BRSR by the MCA report that such a structure should be adopted by BRSR. It serves as a single source for information regarding non-financial sustainability to all the stakeholders, investors, shareholders and the public at large.
This new reporting format has been mandatory from 2022-23 so that companies should have time to bring this new practice into their habit, new format is based on nine principles which is been mentioned under National Guideline on Responsible Business Conduct (Committee Report, 2020).
International standardized bodies like the United Nations Guiding Principles on Business and Human Rights, the United Nations Sustainable Development Goals, the Paris Agreement, and the Core Conventions of the International Labor Organization (ILO) were taken into consideration while drafting RBC guidelines, which throws light on steps which Indian companies need to follow (Committee Report, 2020) and that should be based on business ethics, transparency in the practices of the companies, environmentally friendly, illicit labour practice and sustainability should be the core of these practices.
The disclosures mandated by SEBI are as follows:
Many companies have conformed to the new norms much before they came into existence. For instance, Marico which is a consumer company has adopted ESG in their KRA’s for uppermost management. Vedanta (Diversity mining) is presently an urge to adopt ESG parameters into their decision-making procedure and for evaluating their performances. Dow Jones Sustainability Index (DJSI) which has approached ESG conduct of companies around the world, includes Indian companies Tech Mahindra, Infosys, and Wipro. The structure was published by Tata Consultancy Service and Reliance Industry, which will lead to the reduction of greenhouse gas to zero (BS Reporter, 2021; Nevin, 2020).
By analysing the way companies are evolving themselves with the concept of ESG globally, the institutional investors and corporate governance executives through a survey have analysed those issues revolving around the environment and society when taken into consideration by any companies’ boards and management, attracts investors and even strengthen their position in the capital market (Droste et al., 2020).
Factors taken into consideration by boards which help them shape their ESG structure are as follows: -
Earlier, companies would mostly focus on revenue-generating and profit maximization but over the years there has been a paradigm shift in the focus and priorities of the companies. Now, the main focus of the companies along with profit maximization also involves their ethics and conduct towards society and the environment. This approach is driven by the emergence of ESG in the governance of companies. This new approach or the latest approach is connected to both branding strategy as well as the interests of shareholders. Organizations around the world have started to implement this model in the governance of their respective companies and started to perform their operation in a manner so that they have a sustainable outcome along with a good financial one. The importance of ESG model of governance has grown so much that diverse companies have adopted it according to the structure of their companies, and the format of disclosure which was also mandated in India by SEBI. Boardrooms have considered this and made their performance to be executed in a manner that does not go against the parameter of ESG. ESG should be centralized when considerations are discussed regarding operations of the company that needs to be performed and presently this is something where the interest of stakeholders, shareholders, and investors are lying. This is been reported by 80% of the directors. JP Morgan has marked ESG integrated approach by highlighting the procedure of including ESG factors in financial decision-making and preventing the returns from the decision from risks. This is how the companies are getting evolve around the concept of ESG and working towards it. The role of good corporate governance in any company is to make it face any changing dimensions. this is what happened during lockdowns when the world was hit by the covid-19 pandemic. this pandemic created a crisis and major problems for the corporate world around the world. it reshaped the approach to be adopted for the governance of the company and triggered many environmental and social issue awareness which needed to be adopted by companies in regards to the interest of the shareholders, stakeholders, customers, and investors. ESG involves companies to adopting policies, based on the changes happening on the influence of the changes being spotted in the environment and society.
However, it is important to note that not all companies who claim to adopt ESG into its governance structure can deliver upon its promises. Let us consider Exxon Mobil, which promised to uphold the Paris Agreement and reduce its environmental effect. They made a large investment in new oil and gas production in conjunction with this announcement. Due to the limitations of the present ESG rating system, businesses can only report on emissions resulting from internal operations, excluding the impact of their oil and gas sales. Consensus ESG ratings placed ExxonMobil among the best quartile of 30,000 firms as a result of this flawed methodology. As a result of this extensive ESG monitoring system, which made ExxonMobil's $15 billion pledge to reducing carbon emissions public, the corporation produced nearly $256 billion in revenue in 2019 from the sale of exclusively fossil fuels, ranking it as the fifth-largest emitter of greenhouse gases (GHG). This can be analysed to demonstrate that the ESG rating does not take into consideration ExxonMobil's environmental impact or the challenges the company faces in implementing ESG for its financial future. Even Tyson Foods, a company known for manufacturing chicken, beef, and pork, announced in 2016 that it will cut its GHG emissions by 30% by 2030. However, it has since been found that there has been an increase of 3% annually, making it evident that Tyson won't be able to achieve this commitment. Many companies have committed to incorporating ESG into their operations, but in reality, these commitments have made them less competitive in the market, and this trend will continue as long as ESG factors are not included in financial reporting. Instead of masquerading, these companies should openly discuss the challenges they are having implementing ESG. To profit from ESG Standards by putting them into practice, they need to make significant adjustments based on the Paris Agreement and the UN's 17 Sustainable Development Goals.
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