CSR and Corporate Governance

Boards are moving from pledge to proof. Politics may shift; risk doesn’t. And insurability is fast becoming a strategy lever, not a line item. I’ve just published “New Climate Realities in the Boardroom: What Directors Are Really Saying (and Doing),” distilled from the latest Competent Boards Global Forum with leaders across five continents. Five takeaways: > Pledges don’t buy trust—performance does > The politics changed—the enterprise risks didn’t > Insurance is a strategic partner (or a constraint) > East/West mindset split: risk vs. opportunity >Greenhushing is real—and risky Thank you as always, Ayman Chowdhury, GCB.D for helping spark this conversation, and to the Competent Boards and Board Intelligence community joining the Global Forum. #BoardGovernance #ClimateRisk #RiskManagement #Insurability #CorporateStrategy #ESG #ClimateDisclosure #Greenhushing #Materiality #Resilience #EnergyTransition #AuditCommittee #CRO #TheFutureBoardroom #StewardsOfTheFuture Curious: What’s one “board move” you’re prioritizing next quarter—proof you can audit, not just a promise?

When I took on my role as Chief Corporate Citizenship Officer at PMI, I set a handful of parameters for myself and my team: 1. Don’t fall into the trap of arm’s-length checkbook philanthropy: One-off cash infusions can help nonprofits in the immediate term, but they don’t get at the issue of sustainable growth. 2. Focus, focus, focus: Diffusion is the enemy of progress. There are an endless number of worthy causes and charitable organizations, but our greatest impact will come from identifying a small number of causes that are intrinsically tied to our values and vision and making those causes priorities. (In our case, this is U.S. military veterans, women’s equity and empowerment, and hyperlocal activations.) 3. Empower—and learn from—those already in the trenches: We’re not going to dictate what happens at the community level. We’re here to listen and learn and find ways to support and expand the good works already underway. 4. Give a “hand up” instead of a handout: Band-Aid solutions may make us feel good in the short term, but they don’t get to the root problem. The cash infusions we give our community-based partners are meaningful, but their value grows exponentially when paired with our business expertise and insights. 5. Offer employees a chance to contribute to change: We polled PMI’s U.S. workforce earlier this year about our plans to support military veterans. An astonishing 97 percent of employees raised their hands to get involved. There’s a hunger out there for making a positive difference in local communities and the broader world. Find ways to connect your people to the issues that matter most to them. It turns out that this is the way the next generation of philanthropists is thinking about their impact as well. A recent article (I’ll share the link in comments) shares interesting insights into how our younger generations—millennials and Gen Z—are embracing a more comprehensive approach to philanthropy focused on measurable impact and deeper connections. They’re also showing a greater tolerance for the “long game,” willing to take risks in the short term to lay the groundwork for greater gains down the road. As the next generation of philanthropists takes the reins and starts investing more than money in the causes they care about, let’s make sure our organizations are prepared to do the same.

I often think about the difference between being a funder and being a true partner. Through Cisco Social Impact Investments and the Cisco Foundation, we provide funding to organizations working at the forefront of social innovation. That support is critical, and we’re intentional about honoring its role. At the same time, we try to ask ourselves a broader question: how can we show up in ways that go beyond funding itself? Every nonprofit needs capital. But many also need access to technology, strategic guidance, specialized expertise, and networks that can help them scale and strengthen their work. We think about this as 1 + 1 = 3. Where it makes sense, we pair funding with technology. If the right infrastructure or stronger cybersecurity can accelerate impact, we lean in. We offer advisory support when it’s helpful, whether that’s thinking through growth, measurement, or long-term sustainability. If a partner needs highly specialized expertise, such as a cybersecurity assessment or a refined fundraising strategy, we tap into our ecosystem to connect them with the right people. Sometimes the value we can add is simple but meaningful. Hosting a partner at our offices so they can convene without additional expense. Presenting together at conferences to amplify their voice. Making introductions that create new opportunities. I believe this is where corporate philanthropy becomes most effective. Every company has assets beyond funding: talent, technology, relationships, credibility. The question is not just how much we give. It’s how intentionally we bring the full enterprise to the table. Because funding matters. But the multiplier often comes from everything around it.

𝗜𝗳 𝘆𝗼𝘂 𝘀𝗶𝘁 𝗼𝗻 𝗮 𝗯𝗼𝗮𝗿𝗱 𝗮𝗻𝗱 𝗰𝗹𝗶𝗺𝗮𝘁𝗲 𝗮𝗻𝗱 𝗻𝗮𝘁𝘂𝗿𝗲 𝗮𝗿𝗲 𝗻𝗼𝘁 𝘀𝗵𝗮𝗽𝗶𝗻𝗴 𝘆𝗼𝘂𝗿 𝘀𝘁𝗿𝗮𝘁𝗲𝗴𝘆 𝗱𝗶𝘀𝗰𝘂𝘀𝘀𝗶𝗼𝗻𝘀, 𝘁𝗵𝗶𝘀 𝗿𝗲𝗽𝗼𝗿𝘁 𝘀𝗵𝗼𝘂𝗹𝗱 𝗯𝗲 𝗮𝘁 𝘁𝗵𝗲 𝘁𝗼𝗽 𝗼𝗳 𝘆𝗼𝘂𝗿 𝗿𝗲𝗮𝗱𝗶𝗻𝗴 𝗹𝗶𝘀𝘁. The World Economic Forum has just released a new white paper, 𝘉𝘰𝘢𝘳𝘥 𝘓𝘦𝘢𝘥𝘦𝘳𝘴𝘩𝘪𝘱 𝘧𝘰𝘳 𝘎𝘳𝘰𝘸𝘵𝘩 𝘢𝘯𝘥 𝘙𝘦𝘴𝘪𝘭𝘪𝘦𝘯𝘤𝘦: 𝘎𝘶𝘪𝘥𝘪𝘯𝘨 𝘗𝘳𝘪𝘯𝘤𝘪𝘱𝘭𝘦𝘴 𝘧𝘰𝘳 𝘊𝘭𝘪𝘮𝘢𝘵𝘦 𝘢𝘯𝘥 𝘕𝘢𝘵𝘶𝘳𝘦 𝘎𝘰𝘷𝘦𝘳𝘯𝘢𝘯𝘤𝘦, developed in collaboration with Deloitte. This is not another sustainability manifesto. It is a 𝗯𝗼𝗮𝗿𝗱𝗿𝗼𝗼𝗺-𝗿𝗲𝗮𝗱𝘆 𝗴𝗼𝘃𝗲𝗿𝗻𝗮𝗻𝗰𝗲 𝗳𝗿𝗮𝗺𝗲𝘄𝗼𝗿𝗸 that positions climate and nature as drivers of competitiveness, resilience, and long-term value creation. The report sets out: • 𝗙𝗼𝘂𝗿 𝗴𝘂𝗶𝗱𝗶𝗻𝗴 𝗽𝗿𝗶𝗻𝗰𝗶𝗽𝗹𝗲𝘀 𝗳𝗼𝗿 𝗯𝗼𝗮𝗿𝗱𝘀: Oversight and responsibility, strategy, risk and opportunity, and disclosure and transparency • 𝗧𝗵𝗿𝗲𝗲 𝗰𝗿𝗶𝘁𝗶𝗰𝗮𝗹 𝗳𝗼𝘂𝗻𝗱𝗮𝘁𝗶𝗼𝗻𝘀: Skills and knowledge, stakeholder collaboration, and culture • Practical questions boards should be asking themselves and management to move from awareness to action The message is clear: Climate and nature are now central to growth, capital allocation, risk governance, and strategic resilience. For board members, non-executive directors, executives, and governance professionals, this report is a timely reminder that 𝗴𝗼𝗼𝗱 𝗰𝗹𝗶𝗺𝗮𝘁𝗲 𝗮𝗻𝗱 𝗻𝗮𝘁𝘂𝗿𝗲 𝗴𝗼𝘃𝗲𝗿𝗻𝗮𝗻𝗰𝗲 𝗶𝘀 𝗻𝗼𝘁 𝗮𝗯𝗼𝘂𝘁 𝗰𝗼𝗺𝗽𝗹𝗶𝗮𝗻𝗰𝗲. 𝗜𝘁 𝗶𝘀 𝗮𝗯𝗼𝘂𝘁 𝗳𝘂𝘁𝘂𝗿𝗲-𝗽𝗿𝗼𝗼𝗳𝗶𝗻𝗴 𝗼𝗿𝗴𝗮𝗻𝗶𝘀𝗮𝘁𝗶𝗼𝗻𝘀 𝗶𝗻 𝗮 𝘄𝗼𝗿𝗹𝗱 𝘄𝗵𝗲𝗿𝗲 𝘁𝗵𝗲 𝗳𝘂𝘁𝘂𝗿𝗲 𝘄𝗶𝗹𝗹 𝗻𝗼𝘁 𝗿𝗲𝘀𝗲𝗺𝗯𝗹𝗲 𝘁𝗵𝗲 𝗽𝗮𝘀𝘁. For professionals looking to build 𝗽𝗿𝗮𝗰𝘁𝗶𝗰𝗮𝗹 𝗲𝘅𝗽𝗲𝗿𝘁𝗶𝘀𝗲 𝗮𝘁 𝘁𝗵𝗲 𝗶𝗻𝘁𝗲𝗿𝘀𝗲𝗰𝘁𝗶𝗼𝗻 𝗼𝗳 𝘀𝘂𝘀𝘁𝗮𝗶𝗻𝗮𝗯𝗶𝗹𝗶𝘁𝘆, 𝗳𝗶𝗻𝗮𝗻𝗰𝗲, 𝗮𝗻𝗱 𝗰𝗹𝗶𝗺𝗮𝘁𝗲 𝘀𝘁𝗿𝗮𝘁𝗲𝗴𝘆, The ESG Institute offers fully online, self-paced programs designed for real-world application: ⭕ 𝗗𝗶𝗽𝗹𝗼𝗺𝗮 𝗶𝗻 𝗦𝘂𝘀𝘁𝗮𝗶𝗻𝗮𝗯𝗹𝗲 𝗙𝗶𝗻𝗮𝗻𝗰𝗲 https://lnkd.in/dZN-c3Cv ⭕ 𝗗𝗶𝗽𝗹𝗼𝗺𝗮 𝗶𝗻 𝗖𝗮𝗿𝗯𝗼𝗻 𝗠𝗮𝗿𝗸𝗲𝘁𝘀 & 𝗖𝗹𝗶𝗺𝗮𝘁𝗲 𝗙𝗶𝗻𝗮𝗻𝗰𝗲 https://lnkd.in/eEZun4ka ⭕ 𝗗𝗶𝗽𝗹𝗼𝗺𝗮 𝗶𝗻 𝗘𝗦𝗚 𝗦𝘁𝗿𝗮𝘁𝗲𝗴𝘆 https://lnkd.in/eTh6nZEx The ESG Institute | ESGtraordinary | The Sustainable Future Awards | The Sustainability Gazette | International ESG Day | The CPD Board | Global Wisdom | The ESG Institute Alumni | Joanne Thurlow | Carbon Plant | ESG News | ESG World News | Manx Wildlife Trust | Chapter Zero Alliance

📊 Corporate Governance Enthusiasts 📌 Climate Risk & Director Liability: A Legal Turning Point in South Africa Did you know that South African directors may now face personal liability for failing to address climate risk—just like any other foreseeable financial risk? The Legal Memorandum on Director Duties and Liability for Climate Risk, commissioned by the Centre for Environmental Rights and the Institute of Directors South Africa , is a landmark analysis that reframes climate change as a material governance issue. It argues that climate risk—whether physical, transitional, or legal—is no longer peripheral to boardroom strategy. It is central to fiduciary duty, risk management, and corporate accountability. ⚖️ Key Legal Insights 1️⃣ Fiduciary Duty: Directors must act in good faith and in the best interests of the company. Ignoring foreseeable climate risks—such as supply chain disruption, stranded assets, or reputational harm—may constitute a breach of this duty 👌 2️⃣ Duty of Care & Diligence: Boards are expected to exercise reasonable skill in managing risks. Climate risk is now widely recognized by regulators, insurers, and investors as financially material 👌 3️⃣ Disclosure Obligations: Failure to disclose climate-related risks may expose directors to liability under the Companies Act and common law, especially as South Africa aligns with global frameworks like the TCFD and the EU’s CSDDD 👌 4️⃣ Environmental Law Interface: The new Climate Change Act 22 of 2024 requires organs of state—and by extension, regulated entities—to harmonize policies and decisions with climate resilience goals 👌 📉 Why This Matters South Africa’s courts have not yet tested director liability for climate risk—but global litigation trends suggest it’s only a matter of time. The memorandum cites over 200 cases against corporations internationally, ranging from misleading disclosures to climate damage. 💡 My Takeaway as a Legal Strategist This memorandum is a jurisprudential milestone. It signals a shift from voluntary ESG compliance to enforceable legal obligations. Directors must now treat climate risk as a core governance issue—not a CSR footnote. The foreseeability of harm, coupled with mounting regulatory and investor pressure, creates a compelling case for proactive climate governance. 📣 The Path Forward Boards must integrate climate risk into enterprise risk management, align strategy with the Paris Agreement, and ensure transparent reporting. Legal liability is no longer hypothetical—it is emerging doctrine. #CorporateGovernance #ClimateRisk #DirectorDuties #SouthAfricanLaw #ESG #LegalStrategy #CER #IoDSA #FiduciaryDuty #ClimateChangeAct #TCFD #CSDDD #RiskManagement #SustainabilityLeadership #LegalAnalysis

Corporate philanthropy is broken. Not because companies don’t care. But because: They’re still treating purpose like an ad campaign Something to market instead of something to live. The old model? Cause marketing: Slap a nonprofit logo on your product and hope people feel good buying it. The new model? Cause integration: Design your product so it solves a real problem, by default. This shift is subtle. But seismic. Cause marketing says: “Buy one, we’ll donate one.” Cause integration says: “Our product is the solution.” Think: • Patagonia makes clothing that resists fast fashion. • Who Gives A Crap funds sanitation with every toilet paper roll. • Tony’s Chocolonely builds ethical supply chains into every bar. These companies don’t just support causes. They are the cause. 4 ways to make this shift inside your company: 1. Start with your product, not your press release. If your company disappeared tomorrow, what problem would go unsolved? 2. Audit your friction points. What harm is baked into your business model? Remove it at the root. 3. Align profit and purpose. Your margins should grow when your mission does. That’s the integration test. 4. Make customers part of the engine. Don’t just tell them what you’re doing. Show them what they’re changing by buying from you. This isn’t about feel-good branding. It’s about future-proofing your business. Because tomorrow’s customer doesn’t just want to know what you believe. They want to know what you build. And if your product isn’t solving something real? They’ll find one that does. And that’s where nonprofits come in. Nonprofits hold the expertise, the trust, and the on-the-ground solutions that businesses can’t replicate alone. Partnering with them isn’t charity, it’s strategy. The companies that win in the next decade won’t just integrate causes into their products. They’ll integrate nonprofits into their business models. With purpose and impact, Mario

This framework gives boards a practical way to integrate climate and nature into core decision-making. The framework from the World Economic Forum, developed with Deloitte, positions climate change and nature loss as factors that directly affect growth, capital allocation, and competitiveness. Climate and nature now influence where investment flows, which technologies scale, and which business models remain viable. Sectors across energy, finance, manufacturing, food systems, and technology are already being reshaped by demand for solutions that combine performance with sustainability. The framework challenges a common boardroom pattern. Climate and nature are still often handled as risk topics or reporting requirements. That framing no longer matches how markets behave. These forces are drivers of structural change, accelerated by geopolitical shifts, artificial intelligence, and regulation that is redirecting capital toward efficiency, resilience, and innovation. What makes the framework useful is its focus on how boards already operate. Climate and nature are embedded into four familiar responsibilities: oversight and responsibility, strategy, risk and opportunity, and disclosure and transparency. The objective is not to add new layers, but to sharpen how existing ones function. A core insight is that decision quality suffers when climate and nature remain abstract ambitions. Decision quality improves when they act as filters for strategy, investment priorities, incentives, and accountability. Three enabling conditions support this shift. Board-level skills and knowledge determine whether assumptions can be challenged with confidence. Stakeholder collaboration provides early visibility into dependencies, risks, and market signals beyond the organization’s control. Culture determines whether adaptive thinking and challenge are encouraged or avoided. The framework is deliberately practical. Each principle is paired with focused questions for boards and management, designed to test alignment between ambition and execution. The emphasis is on better decisions. Boards that apply this framework rigorously will be better positioned to manage risk, attract investment, and capture value as markets continue to evolve.

Azim Premji and Ramesh Kacholia: Two Extraordinary Philanthropists. Two Different Paths. The passing of Ramesh Kacholia (“Ramesh Uncle”) on 9 July set me thinking about what I believe are the two distinct schools of philanthropy that have shaped modern India. If I had to identify the two most influential philanthropists of our times, my answer would be simple: Azim Premji and Ramesh Kacholia. Both are humble. Both are deeply values-driven. Both have transformed millions of lives. But they travelled very different paths. Azim Premji built one of the world’s finest philanthropic institutions. His model demonstrates the power of patient capital, professional leadership, rigorous governance and long-term commitment to systems change. Ramesh Uncle built something completely different. He had no foundation, no office and no staff. What he had was trust. He found extraordinary people doing extraordinary work, backed them before anyone else did, mentored them and stayed beside them for decades. His philosophy was simple: Invest in people, not projects. Neither model is superior. India needs both. In fact, the investment world offers an interesting analogy. Institutional philanthropy is the equivalent of private equity. It invests in organisations that have proven themselves and are ready to scale. Ramesh Uncle practised the equivalent of venture capital. He invested in founders before they became institutions. He backed character before credentials, potential before proof and people before projects. Every successful investment ecosystem needs both venture capital and private equity. Perhaps philanthropy does too. That is why I wonder whether India’s large philanthropic institutions should consciously allocate even a small part of their corpus—say 10%—to a trust-based “venture philanthropy” portfolio. A portfolio that identifies exceptional grassroots founders early, provides unrestricted capital, mentors them patiently and accepts that not every investment will succeed. After all, every successful institution eventually becomes better at managing risk than discovering possibility. The challenge is not to choose between these two paths. It is to combine them. Institutional philanthropy gives us scale. Venture philanthropy gives us discovery. One builds institutions. The other discovers the people who will build tomorrow’s institutions. Perhaps the finest tribute we can pay Ramesh Uncle is not merely to remember him. It is to ensure that his way of giving continues to inspire the future of Indian philanthropy.

CSR Grant or Corporate Donation: Is There a Better Way for NGOs to Think About Funding? For years, the dev. sector has largely viewed corporates through a single lens: CSR funding. If a company wishes to support a social cause, the conversation almost automatically shifts to projects that fit within its CSR mandate, compliance requirements, reporting frameworks, and annual budgets. But recently, I found myself asking an interesting question: Do NGOs always need to rely on CSR grants from corporates, or can they also explore the possibility of receiving a general corporate donation and implementing the same project independently? Studying these two approaches revealed some interesting perspectives. Option 1: CSR Grant Funding Under this model, a company supports a project through its CSR program. The NGO acts as an implementing partner and delivers outcomes aligned with the company's CSR priorities. This approach offers several advantages: * Structured funding and multi-year commitments. * Strong governance, monitoring, and impact measurement. * Opportunity to leverage corporate expertise and employee engagement. Option 2: Corporate Donation with Independent Implementation In some cases, a corporate may simply wish to support a cause without routing it through its CSR program. Such support could come in the form of a donation or philanthropic contribution. Here, the NGO enjoys greater flexibility in designing and implementing interventions based on community needs rather than predefined corporate themes. This model can encourage: • Faster decision-making. • Greater innovation and experimentation. • Flexibility to respond to emerging community needs. • Reduced administrative burden associated with CSR compliance and reporting. The Bigger Question Perhaps the debate should not be CSR grant versus donation, but rather: "Which funding structure creates the greatest social impact?" CSR funding brings accountability, scale, and measurement. Donations bring flexibility, agility, and independence. Neither is inherently superior. In fact, both can complement each other. As the social sector evolves, NGOs may benefit from expanding their fundraising mindset beyond CSR budgets alone and exploring broader avenues of corporate philanthropy and strategic giving. After all, communities do not distinguish between whether a school, healthcare facility, or livelihood program was funded through a CSR budget or a philanthropic donation. They only experience the impact. Maybe it's time for NGOs and corporates alike to think less about the source of funds and more about the outcomes they seek to create. Would love to hear how others in the development sector view this. Are we limiting ourselves by looking at corporates only through the prism of CSR? For examples do reachout with comments on this post.