世界经济论坛-整合公司治理：利益相关者资本主义实用指南（英文）-2020.6-40页_2mb

Integrated Corporate Governance: A Practical Guide to Stakeholder Capitalism for Boards of Directors

Core Content

This white paper, published by the World Economic Forum in June 2020, outlines the evolving role of corporate Boards in the context of stakeholder capitalism. It emphasizes the need for a shift from traditional shareholder primacy models to integrated corporate governance that considers the interests of all stakeholders, including employees, customers, communities, and the environment.

Main Points

1. Changing Operating Context for Business

• Technological, environmental, geopolitical, and socio-economic shifts are reshaping the business landscape.
• These shifts are driving the Fourth Industrial Revolution and Globalization 4.0, creating new risks and opportunities for companies.
• The materiality of ESG&D (Environmental, Social, Governance, and Data Stewardship) issues is increasing, requiring companies to integrate these considerations into their core strategy and operations.

2. Evolution of Corporate Governance and Responsibility

• The traditional separation between corporate governance (focused on shareholder value) and corporate responsibility (focused on ESG&D) is eroding.
• A growing number of leaders and stakeholders are calling for explicit and measurable commitments to balance the needs of all key stakeholders.
• The Davos Manifesto (1973) and recent regulatory and voluntary frameworks support this shift, emphasizing long-term value creation and stakeholder welfare.

3. Integrated Corporate Governance as Stakeholder Capitalism

• Integrated corporate governance is the essence of stakeholder capitalism.
• It involves systematically internalizing ESG&D factors into strategy, resource allocation, risk management, and performance evaluation.
• The goal is to generate stronger, more resilient financial returns and to advance sustainable development and social justice.

Key Recommendations for Board Leadership

1. Align Strategy and Capital Allocation with Long-Term Value Creation

• Focus on intangible capital such as innovation, talent, and branding.
• Develop strategic and financial metrics that reflect long-term value creation.
• The Compact for Responsive and Responsible Leadership and related measurement frameworks are proposed tools for this purpose.

2. Internalize Material ESG&D Factors in Enterprise Risk Management

• Boards must understand and manage environmental, social, governance, and data risks.
• Climate change is a major concern, with the TCFD and other frameworks guiding disclosures.
• Other key areas include human rights, inclusion, cybersecurity, AI governance, and data privacy.

3. Strengthen Preparedness and Resilience to Crises and Systemic Shocks

• Boards must stress-test the company's resilience against systemic risks.
• Develop emergency succession plans and prioritize business continuity.
• Ensure oversight of financial risks and support employee and stakeholder well-being during crises.

4. Engage in Cooperative Efforts to Strengthen the Operating Environment

• Boards should support education and workforce development to address automation and economic shifts.
• Promote fair tax practices and public goods investment.
• Advocate for social justice and sustainable development goals, including the Paris Climate Agreement.
• Engage in policy dialogue and advocacy to support broader societal priorities.

5. Prepare Mainstream Reporting in an Integrated Manner

• Integrate financial and ESG&D reporting to enhance transparency and accountability.
• Establish public targets and independent assurance for performance against these targets.
• The International Business Council is working with firms to develop common ESG metrics for integrated reporting.

6. Adapt Board Structure, Composition, and Engagement

• Evaluate Board committees for ESG&D oversight and consider dedicated committees.
• Ensure diversity in skills, gender, race, nationality, and age.
• Engage with both internal and external stakeholders, including investors, communities, and government leaders.

Conclusion

• The paper outlines a six-point leadership agenda for Boards to adopt integrated corporate governance practices.
• This approach is essential for creating long-term sustainable value and maintaining public trust.
• It is a call to action for Boards to move beyond traditional models and embrace stakeholder capitalism in practice.

Key Information

• Authors: Richard Samans (World Economic Forum), Jane Nelson (Harvard Kennedy School of Government)
• Published: June 2020
• Purpose: To guide Boards in implementing stakeholder capitalism through integrated governance.
• Themes: Long-term value creation, ESG&D integration, crisis preparedness, stakeholder engagement, and transparency in reporting.
• Tools and Frameworks: Compact for Responsive and Responsible Leadership, TCFD, SASB, GRI, CDP, and collaboration with Deloitte, EY, KPMG, and PWC.