ANNOUNCEMENTS
Climate change presents significant risks and opportunities for businesses globally, in turn creating the need for corporate governance frameworks to evolve effectively to integrate climate change considerations. However, India’s existing corporate law regime is not adequate to enable a comprehensive and proactive response to the climate crisis.
This thesis uses doctrinal, comparative and normative legal methodologies to critically analyse India’s corporate governance landscape in the context of climate change. The thesis begins by discussing how climate change poses both risks and opportunities for corporations, followed by an evaluation of whether existing corporate governance theories address the challenges of this new era. It also examines international governance frameworks and comparative practices across six common law jurisdictions – Australia, Bangladesh, Malaysia, Singapore, South Africa, and the United Kingdom – to identify robust governance mechanisms and effective regulatory approaches. The findings underscore significant differences in the enforcement and regulatory maturity across jurisdictions.
The central part of the thesis is the director's duties, disclosures, and litigation. It is argued that the fiduciary responsibilities of directors should explicitly encompass actions to actively address climate change and exercise due diligence in managing climate risks. The disclosures need to be more comprehensive and standardised, considering the global needs, and one that ensures transparency and informed decision-making for stakeholders. Despite India’s progressive environmental jurisprudence, there is a massive gap in corporate climate litigation. The research also explores the role of the Indian judiciary and evaluates the potential of litigation as a tool to push for more climate action.
Therefore, the research advocates for reforms in the form of expansion of the scope of director duties, implementing both financial and non-financial climate disclosures beyond listed companies and creatively strengthening judicial mechanisms to hold corporates accountable. These reforms aim to align India’s corporate governance regime with its national and international climate commitments and global standards. The goal is to foster long-term resilience and sustainable corporate behaviour.
Key Words: Corporate Governance, Climate Change, Director Duties, Climate Disclosures, Climate Litigation.
