BRSR & India’s  Ever Evolving ESG Regulatory Landscape
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BRSR & India’s Ever Evolving ESG Regulatory Landscape

INTRODUCTION

Over the past decade and a half, the Environmental, Social and Governance (ESG) journey has seen significant progress. With the UN Secretary General Kofi Annan in 2004 encouraging integration of ESG disclosures into capital markets to implementation of various global performance standards to the latest developments in 2021, ESG has gained prominence across the globe. Nations all around are seen to have picked up the momentum on imposing mandatory reporting and disclosure requirements by corporates on different ESG aspects such as ;

- ESG integrated business responsibility reporting in India, which in addition to sustainability now includes parameters that are crucial for businesses as well as the environment and also contribute to the overall development and an inclusive future;

- In June 2021, the German Parliament passed a law primarily for large and medium sized businesses to extend the process of due diligence in combating human rights violations in addition to implementing their supply chains;

- The Securities and Exchange Commission (SEC) in August 2021 approved the Nasdaq Stock Exchange proposal on Board Diversity. The rules are focused on imbibing the culture of diversity and inclusion at the company Board level;

- Switzerland in August 2021 announced disclosure rules on climate change with specific categories of companies falling within its ambit.

DIFFERENCE BETWEEN BRR AND BRSR

The key differentiating factor between Business Responsibility Report ("BRR") and Business Responsibility and Sustainability Reporting (“BRSR”) framework is the integration of ESG principles in the new format. With ESG aspects in focus now, the objective is to build a culture that encourages, promotes and achieves business standards that are socially and environmentally conscientious, and therefore, more likely to yield financial success in the long run. The other differences include –

- Applicability:

The BRR disclosure was mandatorily applicable to top 1000 listed companies (by market capitalization); whereas,

the BRSR framework is initially applicable on a voluntary basis FY 2021-22; subsequent to which, the new reporting framework will be applicable to the top 1000 listed companies (by market capitalization) from FY 2022-23.

- Reporting:

The disclosures under BRR formed a part of the annual report; whereas,

under BRSR, the disclosure shall be made as part of the annual and on the MCA21 portal as well.

BRSR EVOLUTION (AUGUST 2020 TO MAY 2021)

The Ministry of Corporate Affairs (MCA) in August 2020 released a Committee Report on the need to redefine and revamp the existing BRR framework, which was to be replaced by the Business Responsibility and Sustainability Reporting (BRSR) framework. It is pertinent to note, the Committee to report on the BRR framework was constituted according to the introduction of National Guidelines on Responsible Business Conduct (NGRBC), which were developed on the principles of UN Sustainable Development Goals (SDGs) and UN Principles for Business and Human Rights (UNGPs). In order to create a robust structure, MCA and SEBI worked closely for implementation of the BRSR framework in India. Besides change in nomenclature, the new framework is focused on a two-fold disclosure mechanism i.e. ‘comprehensive format’ and ‘lite version’. Moreover, the objective of the reform is to shift the focus of corporates to a more sustainable and inclusive future.Therefore, the BRSR is structured to streamline and disclose data points related to Environmental, Social and Governance parameters.

In March 2021 [1], SEBI announced the applicability of BRSR on a voluntary basis for the top 1000 listed entities (by market capitalization) for FY 2021-22 and subsequently as mandatory reporting for the top 1000 listed entities (by market capitalization) from FY 2022-23. The new reporting structure is designed to facilitate a smooth transition into ESG related disclosures and is aimed at encouraging better investment decisions and reporting transparency. The BRSR structure is further expected to align global reporting standards, having emphasis on ESG related disclosures and enhanced contribution towards sustainable and inclusive development.

Subsequently, on 10th May 2021[2], SEBI introduced the format for the BRSR integrated with different ESG parameters. Some of the key elements of the new format [3] includes; ctionables aimed at providing disclosures related to impact investments;

· Global mapping i.e. companies may prepare their reports by cross-referencing the disclosure parameters with internationally accepted standards such as GRI, SASB, TCFD, etc.;

· Structured 9 principles of business conduct and responsibility, the revised framework promotes the adaptation of the Key Performance Indicators (KPIs) model and although voluntary, the Regulatory Authority encourages listed companies to report on leadership indicators as well.

SUMMARY OF BRSR ACTIONABLES

In order to implement the right framework, it is crucial to address key components pertaining to ESG reporting. Moreover, it is important for business to integrate ESG reporting based on Key Performance Indicators (KPIs) which are in alignment with local as well as global business ethics and standards. The key element of the BRSR structure is the integration of parameters across different spectrums of ESG disclosures. An analysis of the new format reveals 40+ actionables which can be captured under different data points, each addressing one or more aspects of ESG reporting. These sub-categorizes further navigate into disclosure requirements ranging up-to 100+ data points, which ensure efficient and accountable business reporting.

Furthermore, it is observed that a well-integrated ESG Assessment may comprise of 200+ KPIs strategically focused on addressing ESG related issues. Another important element of such an assessment lies with the parameters based on which the disclosures are derived. Pursuant to cross-mapping and global linkage, the following is the list of performance standards which may be considered while determining ESG elements for disclosure under BRSR (please note, this is not an exhaustive list of performance standards) –

- UN Sustainable Development Goals (SDG)

- International Finance Corporation (IFC)

- Global Reporting Initiative (GRI)

- Equator Principles

- Task-force on Climate Related Financial Disclosure (TCFD)

- Sustainable Finance Disclosure Regulation (SFDR)

- UN Global Compact Principles

An efficient ESG Assessment helps acquire and accordingly, put in place relevant data points for disclosure under BRSR. The assessment highlights risks and opportunities and further recommends Corrective and Preventive Actions (CAPA), wherever required. The companies that ensure annual ESG Assessments are likely to demonstrate socially and environmentally conscious approach, while maintaining financial growth and stability. Conducting an ESG Assessment relevant for BRSR disclosure is relevant for global positioning of brands, benchmarking industry best practices, demonstrating commitment to all stakeholders and helps increase the opportunity to tap impact investments and funds.

EFFICIENT INTEGRATION OF ESG ACTIONABLES FOR BRSR DISCLOSURES

The importance of having a well-structured mechanism for ESG assessment cannot be over-emphasized, especially with the new BRSR framework becoming a mandatory obligation for listed companies in India from 2022-23. The reform provides for cross-mapping of data and reporting best practices in line with global standards. It promotes the adaptation of Key Performance Indicators (KPIs) and demands for a more substantial quantitative data on contribution towards climate change crisis.

Accordingly, Dhir & Dhir Associates introduced the ESG Almanacs – India & Global, with the purpose to facilitate specific actionables, adhering to which, ensures alignment with ESG parameters and also addresses other obligatory requirements pertaining to the functioning of businesses. The two Almanacs are respectively designed aiming at specific set of actionables, collated to provide a framework for businesses to interpret and ascertain a definite annual agenda in line with their ESG journey. The Almanacs are deemed to provide a one-stop solution focused on the various ESG aspects that are to be undertaken by companies for more efficient and streamlined functioning of business operations during a financial year. Designed as a sample layout, the Almanacs serve as a guidance to ascertain and integrate concrete ESG framework for the year and are subject to customization.

We have enabled complimentary access to the ESG Almanacs (India & Global Versions), which can be downloaded here – https://www.dhirassociates.com/esg-almanac/

Footnotes

[1] https://www.sebi.gov.in/media/press-releases/mar-2021/sebi-board-meeting_49648.html

[2] https://www.sebi.gov.in/legal/circulars/may-2021/business-responsibility-and-sustainability-reporting-by-listed-entities_50096.html

[3] https://www.sebi.gov.in/sebi_data/commondocs/may-2021/Business%20responsibility%20and%20sustainability%20reporting%20by%20listed%20entitiesAnnexure1_p.PDF

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