It is a difficult time to be a director on a corporate board. They must steer through a morass of unprecedented exogenous events: aftershocks of a once-a-century pandemic, exorbitant energy prices, staggering inflation environment, crippling supply chain shortages and the most dangerous geopolitical constellation since the end of the Cold War. Against that backdrop, environmental, social and governance (ESG) considerations are also front of mind for directors. ESG considerations have been central to the business community dialogue in the UK for quite some time. Recently, a debate about directors' obligation to pursue ESG considerations under the revitalized Caremark standard has raised the stakes for directors of Delaware corporations, and gives us reason to compare the role of a Delaware board with that of a UK board with respect to ESG considerations.

The locomotive of the ESG movement has been asset managers and ESG-focused funds: as of December 2021, a record $357 billion poured into ESG-focused funds in the United States, up 51% from the end of 2020, and so-called sustainable funds in Europe, where the industry is more developed, reached $2,231 billion in assets. This swell of purpose-driven capital, hunting for purpose-driven deployment, has put pressure on corporate boards to address ESG issues. For instance, in the United States, new trends appeared across the 286 ESG-focused shareholder proposals during the first half of the 2022 proxy season, including enhanced attention to Scope 3 emission disclosures in the context of greenhouse gas emissions reduction efforts. In the UK and Europe, the 2022 AGM season saw an increase in both ESG-focused shareholder proposals and board-sponsored "Say on Climate" resolutions. Notably, five climate-related resolutions attracted more than 20% dissent in the UK (generally considered a victory for activists even if the resolution is successful, as it requires boards of certain listed companies to engage with shareholders).