What Duty Do U.K. Directors of Portfolio Companies Have to Consider ESG Factors When Making Decisions?

Integrating ESG factors into the investment process has become increasingly important in recent years to PE investors, particularly global institutional investors. There is also a movement, however, to extend the consideration of ESG factors beyond the investment phase and into the actual management of corporate entities. To that end, the Principles of Responsible Investment (PRI) – an independent organization supported by the United Nations – issued guidance on the duty of U.K. directors sitting on PE‑backed portfolio company boards to consider the ESG risks and opportunities those companies face when making decisions. PRI’s recommendations (Guidance) were based on a legal memorandum commissioned from Debevoise & Plimpton (Memorandum). This article highlights key points from the Guidance and, as appropriate, the Memorandum. See “Five Steps for PE Sponsors to Establish ESG Policies at Their Portfolio Companies to Suit the Present Moment” (Nov. 17, 2020); and “Sponsor‑Appointed Directors on Portfolio Company Boards: Best Practices to Mitigate Risk in Multiple Scenarios (Part Two of Three)” (Aug. 11, 2020).

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