2020年ESG信息披露實用手冊 - 日本交易所（英文版）（72頁）.pdf

1、Practical Handbook for ESG Disclosure 1 Contents Introduction 3 Background to the Handbook 3 Objective of the Handbook 3 Important features of the Handbook 4 Intended audience 5 The four Steps that make up the Handbook 6 Step 1: ESG Issues and ESG Investment 8 1-1 Understanding ESG issues and ESG in

2、vestment 9 Step 2: Connecting ESG Issues to Strategy 18 2-1 ESG and its impact on strategy 20 2-2 Identifying what is material 24 Step 3: Oversight and Implementation 32 3-1 ESG in the decision-making process 33 3-2 Setting metrics and targets 36 Step 4: Information Disclosure and Engagement 42 4-1

3、Organising disclosure contents 43 4-2 Using existing frameworks 46 4-3 Further points for consideration 48 4-4 Two-way engagement with investors 50 Afterword 51 2 Appendix: Outlines of existing frameworks 52 Sustainable Stock Exchanges (SSE) Initiative: Model Guidance on Reporting ESG Information to

4、 Investors 53 Ministry of Economy, Trade and Industry (METI): Guidance for Collaborative Value Creation 55 Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) 57 Sustainability Accounting Standards Board (SASB) Standards 60 International Integrated Reporting Council (II

5、RC): International Integrated Reporting Framework 62 Global Reporting Initiative (GRI) Standards 65 World Federation of Exchanges (WFE): ESG Guidance and Metrics 67 Insets and examples Inset 1.1: The EU sustainable finance strategy 11 Inset 1.2: An example of a company valuation using ESG informatio

6、n 13 Inset 1.3: The rise of millennials 14 Inset 1.4: TCFD and Japans Green Investment Guidance 14 Inset 1.5: A letter to the worlds CEOs from BlackRock 16 Examples 2.1: How companies disclose the relationship between ESG issues and strategy 22 Example 2.2: Materiality analysis from Japanese financi

7、al firm F 26 Example 2.3: Materiality analysis from Japanese pharmaceutical firm G 27 Example 3.1: The sustainability management structure of Japanese manufacturing firm H 35 Example 3.2: Materiality and targets of Japanese consumable goods maker I 38 Inset 4.1: Disclosing quantitative data 45 Inset

8、 4.2: Disclosing ESG information via TDnet 49 3 Background to the Handbook In recent years, a large range of investors have come to acknowledge that when evaluating a companys corporate value from a mid- to long-term perspective, it is important to take into account the sustainability of the company

9、s operations, including ESG (Environment, Social, Governance) factors. Listed companies have also begun to act on starting ESG-related activities and improving ESG-related information disclosure (hereinafter referred to as ESG disclosure), as part of their accountability towards investors and other

10、stakeholders. In line with this trend, a number of standards, frameworks and guidance documents (hereinafter collectively referred to as frameworks) have been provided by governments, international organizations, stock exchanges, NGOs and others to help companies with ESG disclosure. Although most o

11、f these have been from outside Japan, the Japanese Ministry of Economy, Trade and Industry has also published a Guidance for Integrated Corporate Disclosure and Company-Investor Dialogues for Collaborative Value Creation - ESG integration, non-financial Information disclosure and Intangible Assets i

12、nto Investment (Guidance for Collaborative Value Creation) and a Guidance for Climate-related Financial Disclosures (TCFD Guidance). However, while the range of frameworks that listed companies can refer to when looking into ESG disclosure has grown, listed companies have reported difficulties in te

13、lling the frameworks apart and confusion over how to use each one. Given that most of the frameworks are from outside Japan, many companies have also felt that there is not enough information about them in Japanese. With this background, Japan Exchange Group, Inc. (JPX) has created this Handbook to

14、support listed companies with their voluntary efforts to improve ESG disclosure, thereby encouraging dialogue between listed companies and investors. Objective of the Handbook JPX has been working to improve the value of its listed companies, for example through better corporate governance, for a nu

15、mber of years. Japans Corporate Governance Code, created by Tokyo Stock Exchange and implemented in 2015, requires listed companies to address social, environmental and other sustainability issues positively and proactively, while the 2018 revision clarified that non-financial information should inc

16、lude ESG information, and called for companies to disclose this information in a valuable and useful way. The Code also requires listed companies to disclose information on governance (the G of ESG) in a Introduction 4 Corporate Governance Report. In December 2017, JPX joined the Sustainable Stock E

17、xchanges (SSE) Initiative, and in June 2019, it made and published a Japanese translation of the SSE Initiatives Model Guidance on Reporting ESG Information to Investors 1 . The Guidance brings together important issues regarding ESG disclosure as a result of discussions with its founding organizati

18、ons and Partner Exchanges. Having provided listed companies with the SSE Model Guidance, however, JPX felt that putting it into practice would require some more practical information. With this in mind, the Practical Handbook for ESG Disclosure aims to provide Japanese listed companies with helpful

19、information to refer to when taking their first steps towards beginning ESG disclosure2. Important features of the Handbook Below are some important features of this Handbook. 1. The Handbook aims to help listed companies which choose to link ESG issues to corporate value and disclose about those is

20、sues in a way that the links can be clearly understood. For that reason, rather than listing specific data points to disclose, it focuses on issues that listed companies come across when looking at ESG disclosure internally. These issues, along with related 1Sustainable Stock Exchange Initiative (20

21、15) “Model Guidance on Reporting ESG Information to Investors” 2Similar ESG guidelines for listed companies have been published by other exchanges around the world, including London Stock Exchange, Deutsche Brse, Hong Kong Exchanges and Clearing, Singapore Exchange and NASDAQ. processes and other po

22、ints to consider, are split into four Steps that companies can follow. 2. To encourage disclosure of information useful to investors for making investment decisions, the Handbook incorporates investors points of view (investors in this Handbook means mainly asset owners (pension funds, etc.) and ass

23、et managers (financial advisors). 3. Each Step in the Handbook has been chosen with reference to points common to existing frameworks. The relevant parts of each framework are then specified, making it easier for readers to refer back. The main frameworks that are referred to in the Handbook are as

24、below (outlines of each can be found in the appendix): - Sustainable Stock Exchanges (SSE) Initiative: Model Guidance on Reporting ESG Information to Investors (SSE Model Guidance) - Ministry of Economy, Trade and Industry (METI): Guidance for Integrated Corporate Disclosure and Company-Investor Dia

25、logues for Collaborative Value Creation - ESG integration, non-financial information disclosure and intangible assets into investment (Guidance for Collaborative Value Creation) - Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) (TCFD Recommendations) - Sustainabilit

26、y Accounting Standards Board (SASB) Standards 5 - International Integrated Reporting Council (IIRC): International Integrated Reporting Framework (IIRC Framework) - Global Reporting Initiative (GRI) Standards - World Federation of Exchanges (WFE): ESG Guidance and Metrics 4. To enable deeper underst

27、anding, each Step is illustrated with actual cases of disclosure, so that readers can form a realistic image of the processes involved. 5. The Handbook is designed so that rather than reading front to back, each company can choose which parts to refer to depending on their current circumstances. Int

28、ended audience The Handbook is mainly aimed at listed companies which are thinking of beginning ESG disclosure, but those who have already begun disclosure should also find some useful information. The Handbooks intention is to provide information which can help companies to aim for improved corpora

29、te value through understanding ESG and ESG investment, working on ESG issues in a way that fits the company, and enacting dialogue with investors and other stakeholders. However, relevant ESG issues and their importance will differ from company to company, so we do not expect the processes and examp

30、les shown in this Handbook to fit perfectly to every company. We hope that by using the Handbook, listed companies can deepen their understanding of each Step and work on ESG disclosure with contents and methods that fit to their individual circumstances. 6 The four Steps that make up the Handbook I

31、n order to effectively disclose the ESG-related information which investors need to evaluate mid- to long-term corporate value, it is important that rather than simply focusing on what specific points to disclose and how, companies can come to these decisions through a process of linking corporate v

32、alue to ESG issues. The Handbook brings together the issues involved in this and splits them into the below four Steps. These Steps were chosen with reference to actual cases of disclosure, the Guidance for Collaborative Value Creation, the TCFD Recommendations, the IIRC Framework and others. None o

33、f the Steps or processes are prescriptive or absolute, and listed companies can begin ESG disclosure without completing all of them perfectly. If companies begin ESG disclosure with whatever information their current circumstances allow, this will lead to dialogue with investors, which will then ena

34、ble further actions. We hope that the Handbook can be used as a guide through all of these stages. 7 The Handbook is made up of the below four Steps. Step 1: ESG Issues and ESG Investment Understand ESG issues and the current situation around ESG investment. Step 2: Connecting ESG Issues to Strategy

35、 Decide on what ESG issues are material to your companys strategy. Step 3: Oversight and Implementation Put in place an internal structure for oversight and implementation of ESG issues and set metrics/targets, to enable steady progress on ESG activities. Step 4: Information Disclosure and Engagemen

36、t Having linked ESG issues to corporate value, disclose ESG information so it can be used for investment decisions. Aim for mid- to long-term corporate value creation by actively seeking dialogue with investors and other stakeholders. 8 For companies to aim for corporate value improvement through di

37、sclosing investment decision- useful ESG information and enacting dialogue with investors, it is important to first understand what ESG issues are and what the current situation is around ESG investment. This Step introduces trends around ESG investment. Sections 1-1 Understanding ESG issues and ESG

38、 investment ESG and corporate value E, S, and G The rise of ESG investment ESG investment and fiduciary duty Investor diversity What investors are asking for ESG in the Corporate Governance Code ESG issues and your business Step 1: ESG Issues and ESG Investment 9 1-1 Understanding ESG issues and ESG

39、 investment ESG and corporate value When investors look to evaluate the corporate value of their investee companies, as well as using financial information such as balance sheets and profit and loss statements, they also refer to non-financial information. In recent years, awareness of ESG issues as

40、 a part of that non-financial information has grown, from the perspective of their impact on company sustainability and mid- to long-term corporate value. In this way, ESG issues have become much more important for investors investment decisions and in company disclosure. E, S, and G ESG stands for

41、Environmental, Social, and Governance, and is generally used to mean a wide range of issues connecting to those three themes. Although there is no universally agreed definition of ESG, a good example is the below list from the Principles for Responsible Investment (PRI)3: Environmental (E): climate

42、change, resource depletion, waste, pollution, deforestation, etc. Social (S): human rights, modern slavery, child labour, working conditions, employee relations, etc. Governance (G): bribery and corruption, 3 PRI website “What is responsible investment?” 4 PRI website PRI Signatories 5 Global Sustai

43、nable Investment Alliance (2019) 2018 GLOBAL SUSTAINABLE INVESTMENT REVIEW executive pay, board diversity and structure, political lobbying and donations. tax strategy, etc. The rise of ESG investment ESG investment is when an investor makes an investment decision taking into account company informa

44、tion relating to ESG issues as well as the traditional financial information. The term became known among investors from 2006, when then-UN Director General Kofi Annan led the formation of the PRI, which calls for investors to take into account ESG information in their investment decisions. The numb

45、er of institutional investors who have signed the PRI has been growing ever since, surpassing 2,860 worldwide as of January 20204. At the same time, the amount of assets under management being allocated for ESG investment is also growing, from 22.8 trillion USD in 2016 to 30.6 trillion in 2018, acco

46、rding to a report from the Global Sustainable Investment Alliance (GSIA)5. ESG investment is also growing in Japan. The awareness and activity of domestic institutional investors has been shifting ever since the Government Pension Investment Fund (GPIF) signed the PRI in 2015, and the number of Japa

47、nese PRI signatories exceeded 80 in January 2020. According to the same GSIA report, the 10 amount of Japanese assets allocated to ESG investment more than tripled between 2016 and 2018, from 0.5 trillion USD to 2.1 trillion (18.3% of all assets under management). More recently, a number of other pu

48、blications and events have provided a further tailwind for ESG, including the UNs Sustainable Development Goals (SDGs), the Paris climate conference (COP21), and the Financial Stability Boards (FSB) Task-force on Climate-related Financial Disclosures (TCFD). ESG investment and fiduciary duty One piece of context about the growth of ESG investment con