When nature fails, boards are next
The legal standard is not whether a director has heard of nature-related risk. It is whether a director exercised the judgment and diligence that the situation required.
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The legal standard is not whether a director has heard of nature-related risk. It is whether a director exercised the judgment and diligence that the situation required.
In the Philippines, nature is not a backdrop. It is a business condition.
The ecosystems that sustain our agriculture, fisheries, water supply, and infrastructure are under increasing stress. Natural hazards alone caused P673.3 billion in damage over a single decade. The country sits at the intersection of exceptional biodiversity and exceptional vulnerability.
For corporations, that is not merely an environmental fact — it is a material risk that boards can no longer afford to treat as someone else’s problem. And yet, too many still do.
The law does not wait for awareness
Under the Revised Corporation Code, the board exercises all corporate powers, conducts all business, and controls all properties of the corporation. Directors may be held personally liable for gross negligence or bad faith in directing corporate affairs. There is no exemption for risks that are unfamiliar, inconvenient, or not yet widely discussed in the boardroom.
The legal standard is not whether a director has heard of nature-related risk. It is whether a director exercised the judgment and diligence that the situation required. A food company dependent on freshwater systems, a developer building in flood-prone corridors, a bank lending into climate-sensitive industries — each faces exposure that are foreseeable, quantifiable, and potentially consequential to enterprise value. Ignorance is not a defense. It is, increasingly, the liability itself.
Governance is the work
Board readiness on nature-related risk is not a scientific question. It is a governance one.
It means ensuring these risks are embedded in enterprise risk management — not quietly assigned to a sustainability subcommittee and reported on once a year. It means requiring management to identify material exposures clearly and account for how they are being managed. It means holding disclosures to a standard of credibility: Sustainability reporting must reflect what the company genuinely knows, what it is still assessing, and what it intends to do — not what looks best in an annual report.
Above all, it means accepting that oversight cannot be outsourced. Advisers, specialists, and management all have roles. But the judgment on what is material and what demands a board-level response belongs to the board alone. That responsibility does not transfer with a delegation.
The regulatory floor is rising
The Securities and Exchange Commission’s issuance of Memorandum Circular No. 16, Series of 2025 — charting the adoption of IFRS Sustainability Disclosure Standards — marks a turning point. Nature and climate-related risks are now subject to formal, globally aligned disclosure expectations. The direction is set. Boards that treat this as a future concern are already operating behind the curve.
A responsibility that cannot be deferred
Corporate governance has always demanded that directors look past the immediate quarter toward the long-term interests of the corporation. That obligation has never been more concrete than it is now.
Directors are not being asked to predict every disruption that nature may bring. They are being asked to govern responsibly in the face of risks that are foreseeable, measurable, and — in a country as exposed as the Philippines — already arriving.
The question is no longer whether nature-related risk belongs in the boardroom. It is whether boards are ready to own it.
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