The environmental, social and governance (ESG) performance of a business is both a financial matter and an ethical one. As a result, responsible investment is right at the heart of the private equity investment agenda. As LPs increasingly look to achieve their returns through investment in businesses that are good corporate citizens, GPs must think creatively of ways to incentivise behavioural change at the portfolio company level to achieve the sustainability outcomes promised to their investors.
As we emerge from the pandemic, the importance of responsible business and sustainability has never been so clear. From the growing efforts worldwide to avert the climate emergency (the IPCC's newly published climate change report being dubbed a "code red for humanity"), to public action on racial injustice, society at large is increasingly focused on confronting a broad range of issues. And, of course, there is growing expectation that investors and corporates will play their part.
The evolving regulatory environment also continues to push ESG issues to the top of the agenda, but increasingly there is emphasis not just on the legal liability and reputational damage that may result from poor ESG performance, but also the opportunities that strong ESG performance may provide for a business to flourish. Companies that embrace the challenges of the future will be more resilient and saleable – or, put another way, companies do well by doing good.
Private equity sponsors are particularly well placed to promote sustainable and responsible practices through active management of their portfolio companies. They increasingly recognise that – as well as being the right thing to do – these objectives are often aligned with positive financial outcomes, especially since they will have to find a buyer for their business in a rapidly changing environment. It is also what their investors want – not always with an emphasis on financial outcome, but also because they are concerned about the impact of the activities they are financing. A recent survey of global investors by Capstone Partners serves to highlight LPs' increasing demands for ESG focus by the funds in which they invest, particularly in Europe: interestingly, 29% of European LPs taking part in the survey indicated a willingness to trade lower performance for excellent ESG credentials, showing that, even though ESG credentials increasingly equate with higher values, the moral case continues to be a compelling one. Increasingly, LPs in Europe are including opt-out rights allowing them to be excused from investing in specific assets where ESG criteria are not met, and in the secondaries market we are seeing ESG-focused LPs divesting positions in funds where they perceive ESG efforts to be lacking.
Of course, the importance of ESG, and particularly the downside risk associated with it, is not news to private equity. For years, due diligence efforts have focused on ESG issues (albeit the list of issues is continually expanding) and governance rights in equity documents have guided best practice and legal and regulatory compliance. Beyond this, what can GPs now do at the portfolio company level to proactively engage with ESG issues? How can they take advantage of the significant opportunities that regulatory intervention and society's focus on sustainable business will deliver in the coming decade?
One way of embracing these opportunities would be to include ESG-linked financial incentives in the deal documents. If done well, this could drive accountability and culture change at the portfolio company level, securing alignment between LPs, GPs and their management teams in respect of ESG goals. On the other hand, GPs need to be wary of superficially attractive targets that do not deliver meaningful change, or ones that inadvertently create perverse incentives.
In this article we explore potential ways in which ESG KPIs might be used by GPs to improve alignment in relation to ESG goals at the fund level (being the commitments made to investors) and at the portfolio company level, providing an effective framework for holding portfolio companies to account. We also explore some of the challenges that may arise in doing so.