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Inside magazine issue 12 | Part 03 - From a corporate perspective<br />

How green is it really?<br />

Getting tough on greenwashing<br />

In disclosure terms, requested prospectus<br />

information and ongoing disclosure<br />

obligations for green bonds are the same<br />

as for any other ordinary bond. Similarly,<br />

guarantees on the green use of proceeds,<br />

as normally described in the bond<br />

documentation, are generally not inc<strong>lu</strong>ded<br />

as contractual covenants investors can<br />

enforce. Instead, they must rely on market<br />

reprobation to ensure issuer compliance.<br />

As a result, one concern that is repeatedly<br />

raised is the danger of “greenwashing,”<br />

which can span from simple breaches of<br />

trust to serious green fraud. For us, the<br />

prevalence of the term “greenwashing,”<br />

reflects the fear that issuers of green<br />

bonds will not use bond proceeds in a way<br />

that is consistent with the bond’s declared<br />

green credentials. The practice—and<br />

fear—of greenwashing seriously damages<br />

the perceived integrity of the market. When<br />

two Forbes contributors angrily proclaimed<br />

that “when greenwashing occurs, we’re all<br />

taken to the cleaners,” 32 they were thinking<br />

mainly in terms of swindled consumers<br />

in the eco-friendly product market. In<br />

our context, if you agree that the green<br />

bond market is an important element of a<br />

broader green strategy (which we do), any<br />

undermining of the green bond market as<br />

a result of real or perceived greenwashing<br />

harms us all.<br />

It’s made more complicated by the fact<br />

that even if issuers are not out to dupe<br />

investors, the flexible definition of “green”<br />

can give rise to controversial uses of<br />

proceeds. Just look at the furor raised when<br />

it turned out that one of the projects being<br />

funded by the Massachusetts State College<br />

Building Authority—using money it raised<br />

through a green bond—was a multi-story<br />

car park for 725 cars 33 and the heated<br />

debate over whether an oil company<br />

should be allowed to issue green bonds. 34<br />

Definitions of “green” are based on a<br />

complex and fragmented classification<br />

system that will need urgent harmonization<br />

to ensure a safe and thriving market.<br />

Market practices and related initiatives are<br />

pushing in the direction of a harmonized<br />

framework and definition of Green Bonds<br />

Principles 35 covering the following aspects:<br />

••<br />

The guarantee by the issuer of the<br />

adequate (i.e., green) use of the proceeds<br />

raised by the bond<br />

••<br />

The eva<strong>lu</strong>ation and validation by the bank<br />

in charge of the issuance of the green<br />

aspect of the underlying project financed<br />

by the bond<br />

••<br />

Regular audits on the use of the proceeds<br />

(until maturity) and related disclosure/<br />

reporting<br />

Control and certification is key in the<br />

whole process to ensure that information<br />

disclosed by issuers can provide investors<br />

and the market with a sufficient level of<br />

independent assurance.<br />

Many actors—from banks to auditors—are<br />

trying to define the best practices that will<br />

be adopted as standards by the market<br />

and therefore shape future regulations.<br />

Bridging the trust gap: principles,<br />

second opinions and indices<br />

Two main initiatives stand out from the<br />

mass of guidance propositions: a group of<br />

over 50 large institutions have developed<br />

Third-party control of green bonds<br />

Others<br />

1%<br />

No<br />

40%<br />

the Green Bonds Principles and an<br />

international non-profit organization—the<br />

Climate Bonds Initiative—has proposed<br />

Climate Bonds Standards. These lay the<br />

foundations for internationally agreed<br />

standards that could be adopted to<br />

define what can be considered as green,<br />

which partly means eva<strong>lu</strong>ating whether a<br />

project funded by a bond meets certain<br />

criteria intended to ensure a positive<br />

environmental impact. A report 36 inc<strong>lu</strong>ded<br />

in the broader projects on Greening<br />

China’s financial markets also refers to<br />

these standards as a “step-by-step” guide<br />

to issuing a green bond in China.<br />

Third-party control is required to assure<br />

investors that independent compliance<br />

assessment with reference to defined rules<br />

and criteria is taking place. The drive to<br />

ensure investor confidence has given rise<br />

to a growing number of second reviewers,<br />

who are taken on by issuers to back up<br />

their green claims. The big players here<br />

are CICERO and VIGEO, and a number of<br />

smaller players are now jostling for space<br />

in this market. The Climate Bonds Initiative<br />

noted that, in 2015, 60 percent of all green<br />

bonds came with this “second opinion”<br />

assurance.<br />

Oekom<br />

4%<br />

Source: Bonds and Climate Change: The State of the Market in 2015, p.11<br />

DNV GL<br />

4%<br />

CICERO<br />

33%<br />

VIGEO<br />

18%<br />

106

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