What Directors Are Thinking.

• Author: Flur, Dorlisa K.
• Position: BOARDBOOK

DORLISA K. FLUR DIRECTOR: SALLY BEAUTY HOLDINGS, HIBBETT SPORTS, UNITED STATES COLD STORAGE INC.

ESG and climate issues have been in my two public company boards' peripheral vision while DEI and cybersecurity pushed the S and G to the forefront. Now, the SEC's climate disclosure proposal shines a spotlight on the E and is a clear call to action.

Fortunately, I also serve as an independent director for a portfolio company in a highly diversified, 200+ year-old British conglomerate that is well ahead of most with its sustainability commitment. Preparing for board discussions prompted my self-study--and has convinced me that all directors need a threshold level of knowledge and engagement on climate issues to provide effective governance oversight.

Master basic climate vocabulary. Just as we all must be financially literate to make informed decisions, climate literacy is the new Accounting 101 for directors. You need to understand the fundamentals of greenhouse gas emissions--the differences between scope 1, 2 and 3; the company's baselines; and how its day-to-day operations impact the numbers.

Focus on what matters. Different industry sectors or companies within the same sector do not have the same climate-related risks and opportunities. The SEC's prescriptive disclosure requirements risk causing "management myopia." The board can help step back and take a fresh look at the company's physical exposures and how the changing energy grid could impact its business model--but also opportunities to gain advantages, not just mitigate risks.

Consider how stakeholder math impacts decisions. Debating whether ESG's...