Nature on the Board—and Three Other Creative Ways Nature Can Become Part of Corporate Governance

By Michael Broderick and the ELC Team

As a response to intensifying climate risks, biodiversity loss, and increased scrutiny of corporate accountability, businesses are now reconsidering their governance structures. Historically, corporate governance has prioritized the profits of shareholders, often neglecting, or even coming at the expense of, ecological sustainability. However, the integration of Nature as a stakeholder within corporate decision-making is emerging as both a responsible and strategic move. The Nature Governance Agency (NGA), a program of Earth Law Center (ELC), is helping organizations embed Nature’s voice into governance through practical legal tools, learning facilitation, and tailored ecological training.

What You Need to Know

• Nature can be formally represented in the boardroom and decision-making through the appointment of a Nature “proxy”—a human being designated to represent the interests of Nature, to advocate for Nature’s rights, and to promote the agency of Nature as her voice.

• Corporate governance documents (e.g., bylaws, operating agreements, or nomination policies) can be amended to explicitly recognize Nature as a stakeholder and to formally grant her rights (e.g., right to vote).

• Listening to Nature’s voice in corporate settings can become standard business practice, ensuring environmental impacts are systematically considered in corporate decisions as we strive for regeneration over merely sustainability.

• Ecological literacy and leadership training helps to create an organizational culture committed to environmental accountability and complementing structural governance reforms.

The Big Picture: Why Incorporate Nature into Corporate Governance?

Incorporating Nature into governance structures and practices represents a foundational shift in corporate personhood, which can create powerful ripple effects in corporate strategy and responsibility. For much of history, organizations have evaluated their success primarily through economic growth and shareholder returns. However, mounting evidence shows that corporate longevity, resilience, and even profitability are increasingly tied to environmental stewardship and a decentering of shareholder profit. Research demonstrates, for example, that robust environmental practices positively correlate with long-term corporate performance and stability (Clark et al., 2014; Friede, Busch & Bassen, 2015). 

The Onboarding Nature Toolkit, developed by B Lab Benelux (BLB), ELC, and Nyenrode Business University, outlines four models for incorporating Nature into corporate governance: 

• Nature as Inspiration 

• Nature as Stakeholder 

• Nature as Board Advisor

• Nature as Director 

Through the Nature Governance Agency, ELC has already supported organizations in implementing these models in practice. One such example is, with our partner Lawyers for Nature, helping the UK-based natural products company Faith in Nature amend its Articles of Association to appoint Nature as a Board Director with equal voting rights to other members—a historic step that it took in late 2022. The Toolkit, as well as NGA as a whole, offer organizations a step-by-step process to governance with ecological responsibility. 

Investors, stakeholders, and regulators are collectively starting to recognize the interdependence of ecological health and business success. Companies that proactively integrate Nature within governance position themselves to increase their resilience, reduce their risks, and improve their stakeholder relationships.

Nature on the Board: Appointing a Nature Proxy / Earth Trustee

One way to structurally embed Nature into corporate governance is by appointing a formal representative for Nature on corporate boards, a role termed “Nature Proxy.” This position can be filled by an environmental scientist, Earth law practitioner, Indigenous ecological knowledge holder, sustainability expert, or anyone who wishes to fulfill the role of speaking for, with, and as Nature. This role can then be supported by a network of other proxies and knowledge holders to allow for the flow of wisdom into decision-making spaces. 

This representative’s role is not merely symbolic. It comes with duties and fiduciary responsibilities. A Nature Proxy is empowered to raise questions about decisions, highlight environmental risks, propose ecologically responsible policies, and hold fiduciary responsibility to the organization. Companies have already experimented successfully with stakeholder representation models, including community voices or sustainability officers, suggesting that formally representing Nature is both feasible and strategically beneficial. 

Organizations such as Faith in Nature and US-based Patagonia, which created a Nature as Shareholder role, are pioneers of the growing movement to onboard Nature as a Stakeholder. Another standout example is Tony’s Chocolonely, which adopted a Golden Shareholder model. Under this innovative approach, Tony’s Chocolonely granted a special "Golden Share" to an independent foundation (Tony’s Mission Lock) explicitly tasked with safeguarding the company’s ethical mission, which includes environmental sustainability. The foundation holds veto rights over crucial business decisions that may negatively impact the company's mission-driven objectives, thereby structurally embedding ecological and social responsibility into corporate governance. Giving Nature a “seat on the board” isn’t done at the expense of profits and traditional corporate gains; it’s a win-win scenario in which everyone (including our planet) wins.  

Three Additional Methods to Incorporate Nature in Corporate Governance

1. Amend Governance Documents to Recognize Nature’s Rights

Companies can explicitly recognize Nature as a rights-bearing entity in foundational corporate documents such as bylaws, operating agreements, or corporate charters. These clauses formally acknowledge the organization’s responsibility to protect and regenerate ecosystems impacted by its operations. Although these amendments may not always create enforceable legal obligations, they establish norms and guidelines for corporate decision-making. 

NGA has supported organizations in implementing the Toolkit’s Nature as Inspiration and Nature as Stakeholder models by providing guidance through charter revisions, such as with Faith in Nature. Such clauses align with the international Rights of Nature movement, which has achieved legal wins in jurisdictions including Ecuador,  Spain, New Zealand, and several US municipalities (Kauffman & Martin, 2017).

2. Institutionalize Ecological Impact Assessments

Another method involves the routine use of Ecological Impact Assessments (EIAs). EIAs systematically identify, evaluate, and manage ecological risks associated with corporate activities. These assessments ensure environmental considerations are formally and regularly integrated into the decision-making process, from strategic planning at the board level to everyday operations.

While EIAs are a key tool, they are part of a much broader field of Nature-based practices that should be adopted and bolstered across corporate systems. These can include (but are not limited to) regenerative land use, biodiversity stewardship, ecosystem restoration, and Nature-positive procurement strategies. Maximizing the impact of these practices requires strategic alignment and organizational support.

The Toolkit emphasizes that embedding Nature into corporate governance requires going beyond compliance-driven EIAs and moving toward a model of Nature-positive accountability across functions.  NGA’s approach has the potential to complement these practices by helping organizations move from reactive environmental assessments to proactive and holistic ecological integration across various operations. 

3. Build Ecological Literacy and Leadership Through Training

Structural governance changes should be complemented with a parallel cultural shift that everyone in an organization can get behind. Training, guidance, and facilitation centered around deepening ecological literacy, promoting Earth-centered ethics, and embedding Nature's voice into everyday practice have the potential to build the strong foundational knowledge-base and skillset necessary for effective governance.

As detailed in the Toolkit, onboarding Nature requires internal mapping and assessment of current practices, stakeholder engagement, and participatory workshops. NGA facilitates this onboarding through visioning sessions, theory of change co-design, and reflective leadership training. This includes guided dialogue around values, accountability, and emotional connection to place and ecosystem. 

Such training includes working within NGA’s process for onboarding Nature and creatively engaging in visioning and mapping a theory of change around the legal elements. This training helps to foster emotional connections and deeper understandings of ecological issues, which research has linked to greater organizational adaptability, stakeholder trust, and long-term resilience (Kanter, 2011). Being a steward of Earth is much easier when one understands the gravity and impact of their actions and their personal and organizational role as a part of Nature, as opposed to following a checklist of tasks.  

Conclusion

Embedding Nature into corporate governance is not merely symbolic. It is a critical shift in business responsibilities toward the ecological foundations of a more inclusive and regenerative future. Companies embracing these structural and cultural changes today not only safeguard ecological health but also proactively secure their long-term viability, resilience, and stakeholder trust, ultimately putting themselves ahead of competitors that may be less inclined to adapt. 

For more on the legal foundations and strategy behind Nature-inclusive governance, see the complementary Litepaper developed by ELC’s Nature Governance Agency. 

Definitions

• Nature Proxy: A formally designated representative who advocates specifically for Nature's interests in corporate decision-making.

• Rights of Nature: Legal frameworks recognizing ecosystems or natural features (like rivers and forests) as rights-bearing entities, allowing their interests to be represented legally and politically.

• Ecological Impact Assessment (EIA): Structured evaluations identifying potential ecological impacts associated with proposed corporate actions, analogous to financial risk assessments.

• Ecological Literacy: Understanding ecological processes, interconnections between human and natural systems, and the principles underlying ecosystem health and resilience.

References

• Clark, G. L., Feiner, A., & Viehs, M. (2014). From the Stockholder to the Stakeholder. University of Oxford.

• B Lab Benelux, Earth Law Center & Nyenrode Business University. (2024). Nature Governance Toolkit. Earth Law Center

• Friede, G., Busch, T., & Bassen, A. (2015). ESG and financial performance: Aggregated evidence from more than 2000 empirical studies. Journal of Sustainable Finance & Investment.

• Kauffman, C. M., & Martin, P. L. (2017). Can Rights of Nature Make Development More Sustainable? World Development.

• Kanter, R. M. (2011). How Great Companies Think Differently. Harvard Business Review.