Keywords: Climate Change; Adequacy of Internal Order; Directors’ Duty of Care; Climate Scenarios.
Newly amended art. 2086 Civil Code extends to partnerships and companies the duty to establish an adequate internal order which means to comply with accounting rules and an efficient enterprise risk management system. The IFRS may include consideration of climate change risk and the Committee of Sponsoring Organizations of the Treadway Commission is considering integration of climate change. Directors’ duty of care for all entities consists of acquiring the most updated information on climate change scenarios to evaluate possible consequences in terms of physical and transition risks and opportunities and consequently assess firm’s strategy and financial planning and may include asking for external expert advice or using tools and methodologies available in the market able to predict consequences for the various industries in each geographic area.