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

Ever 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 a necessary part for retail company corporate boards to address, especially in today’s environmentally and socially conscious world.

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

However, to fully understand the standards retail corporate boards need to play in navigating their ESG reporting, we first need to understand what’s wrong with the current system.

The State of ESG Reporting Today

When retailers disclose ESG reporting in their annual reports, proxy advisory firms, such as Institutional Shareholder Services (ISS), take that information and basically put it on a rating system, where all of the retailer’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, just by visiting ISS’s ESG Gateway, you can see that Target has a “C+” ESG rating and was judged to have a +1.4 positive social impact. Walmart’s ESG Corporate Rating is a C- and is judged to have a –6.2 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. For boards of directors at retail organizations, this challenge is even more significant. Because proxy advisors are opaque about their standards for obtaining high ESG marks, it's very difficult to know which factors are most critical. Case in point, Target and Walmart have relatively similar corporate diversity, pay levels and operations, however, they have significantly different ESG and social impact scores from ISS.

Because proxy advisors’ standards are so opaque, a cottage industry has formed of ESG consultants who help companies achieve higher ESG rankings. The challenge is proxy advisors like ISS also offer such services. Many, including the SEC, have taken issue with this business model because of the potential for conflicts of interest. Target has paid ISS to be considered for its ESG Prime Certification, an expensive and time-consuming process. Walmart has not. We don't know if these payments do or don't impact ISS ratings, however, the mere appearance of impropriety should be cause for concern both from corporate boards and investors.

This resonates similarly with what happened more than 20 years ago between energy-trading company Enron Corp. and accounting firm Arthur Andersen LLP, as Enron kept debt off its balance sheet when reporting annual financial earnings, thus making it a subject of a federal investigation and sparking the conversation for a new set of standards to maintain financial integrity. Today’s ESG reporting mirrors this situation, as companies may try to do anything they can 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 needs to 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 ESG consulting, as both operations create the challenges we're seeing with companies trying to leverage the system for their own beneficial evaluations instead of actually identifying true change throughout the retail industry. Just like 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 isn't the only proponent of ESG ratings, proxy advisors use their own methodologies to rank and score retailers, in which the reports produced are at times rife with inaccuracies and ultimately sows confusion in the markets. These inaccuracies then consume the bandwidth of retailers 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.

Basically, the people at the shareholder and stakeholder level who actually do want to see retailers adhere to a set of ESG standards are the losers in the current system. Instead of having the transparency of retailers that are actually responsible in terms of ESG, investors are essentially in this conflict-of-interest system where ESG ratings mean nothing, unless change is in fact taking place.

The New ESG Standards for Retailers

When thinking of the standards retail corporate boards need to focus on in their ESG reporting, there needs to be checkbox standards across each environmental, social and governance branch that the retailer reports, where any investor can publicly verify that 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.

Rashida Salahuddin is the president and CEO of The Corporate Citizenship Project, a company that provides objective guidance on governance matters at publicly traded companies and larger private enterprises.