Climate Contract Playbook Edition 3
91
Climate Change Due Diligence Questionnaire
Introduction We are making this information request as part of our due diligence review in connection with the proposed purchase by [company] or a special purpose acquisition company (“Buyer”) of the entire issued share capital of [target] (“Company”) from [shareholders] (“Sellers”, each being a “Seller”) agreed to be purchased under the heads of terms dated [date] (“Transaction”). [Insert paragraph. re. strategic importance of climate change issues to the Buyer (for example by reference to its corporate strategy)]. Accordingly, the Buyer is making this information request to understand how the Company approaches climate change-related issues. Please note the Response Guidelines below and provide your answers in the spirit of openness and transparency – the Buyer does not expect the Company to be ‘perfect’ and would prefer you to be honest if particular areas have not
been addressed to date. Response Guidelines [Standard Response Guidelines to be inserted by Buyer’s legal advisers]
This is an initial request for information and we may ask for further information in due course. Responses to this information request are not disclosures for the purposes of any warranties in the legal documents relating to the Transaction. Questionnaire Please provide the information and copy documents requested below.
Question Number
Question
Response
1.
Details of how climate change issues are considered in the Company’s corporate strategy/business plan, including examples of where it has mapped against UN SDG 13 (Climate Action). Has the Company set a Net Zero Target, a Science Based Target 51 or a Carbon Budget? Does the company assess and disclose climate risks and opportunities with regard to the recommendations of the Task Force on Climate-related Financial Disclosure (TCFD) [●]
2.
Copy of the Company’s sustainability policy and details of any key performance indicators it has set to measure its success against this policy.
[●]
3.
Copy of the Company’s climate change risk register. If not maintained, details of any known or reasonably foreseeable climate change risks to its business or possible legal, financial and commercial impacts of climate change on its business (for example, the impact of extreme weather on its supply chain, the potential for increased operating costs due to climate change, the potential for decreased revenues due to policy, regulatory, technological developments or stakeholder preferences in the economic transition to net zero, or climate-related liability risks). Details of any adaptation or resilience measures to mitigate against physical climate risks. [●]
51 https://sciencebasedtargets.org
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