The Legal Liability Japanese Companies Face: Why Climate Change Risks Are a Growing Concern

Cover page of the report titled

The cover page of the “Directors’ Duties Regarding Climate Change in Japan: 2025” report by Dr. Yoshihiro Yamada, Dr. Janis Sarra, and Dr. Masafumi Nakahigashi, published by the Commonwealth Climate and Law Initiative (CCLI). The image of Mount Fuji symbolizes Japan’s resilience amidst the challenges of climate change.


Why Climate Change Matters

Climate change is a global challenge that’s affecting every corner of the world. Rising temperatures, extreme weather events, and unpredictable climate patterns are causing disruption, and no country is immune from its effects. Japan, an island nation, is particularly vulnerable to climate change because of its geographical location and dense population. Companies in Japan are now facing significant risks, not only from the physical impacts of climate change but also from the legal and financial responsibilities that come with it.

As climate change accelerates, the risks to businesses are no longer something that can be ignored or delayed. Corporate leaders in Japan are beginning to understand that failing to take action on climate-related risks could lead to severe consequences.

What Are the Risks of Climate Change?

Climate change poses two major types of risks to businesses: physical and transition risks.

Physical Risks are those that arise from the direct impact of climate change. These risks are divided into two categories:

  • Acute (immediate) risks: These are extreme events such as typhoons, floods, and heatwaves. For example, in recent years, Japan has experienced severe typhoons and record-breaking heatwaves, causing massive destruction.

  • Chronic (long-term) risks: These refer to gradual changes such as rising sea levels and ongoing temperature increases. Both of which can have a slower but equally harmful impact on businesses, especially those relying on natural resources.

Transition Risks are related to the global shift toward a more sustainable, low-carbon economy. As governments, investors, and consumers push for greener practices, businesses face new challenges:

  • Regulatory risks: New laws and policies aimed at reducing carbon emissions could impact how companies operate.

  • Market risks: As consumers demand greener products, companies that do not adapt may lose market share.

  • Technological risks: Companies that fail to innovate and adopt clean technologies might fall behind their competitors.

Why Japanese Companies Are Concerned About Climate Change

Japan faces multiple concerns when it comes to climate change. These concerns are not just about the physical damage caused by storms and rising seas—they also include financial and legal risks that could severely affect businesses.

Physical Risks: Japan is especially vulnerable to climate events like typhoons, heatwaves, and rising sea levels. For example, over the past decade, Japan has faced over JPY 13.7 trillion (USD $90.8 billion) in climate-related damages. Coastal cities like Tokyo, Osaka, and Nagoya are at high risk of flooding. The country’s agricultural sector is struggling with changes in temperature and rainfall patterns.

Transition Risks: The global shift towards sustainability presents challenges for Japanese businesses. Companies that fail to reduce their carbon footprint or invest in cleaner technologies may lose out to more forward-thinking competitors. Additionally, businesses face the risk of stranded assets—where investments in fossil fuel infrastructure become worthless as the world moves toward renewable energy.

Legal and Financial Liability: Directors of Japanese companies have a legal responsibility to ensure that climate risks are managed properly. If they fail to take action, they could be held personally liable. Japanese laws now require businesses to disclose material climate risks, and failure to do so could lead to lawsuits for breach of fiduciary duty. The pressure is mounting for directors to act, as investors and regulators increasingly demand transparency on climate-related risks.

Investor Pressure: Institutional investors are increasingly focused on sustainability. In Japan, investors representing trillions of dollars are demanding that companies disclose their climate-related risks and take meaningful action. If a company fails to do so, it risks losing investor confidence, which could lead to higher costs of capital and reduced access to funding.

Systemic Risk to the Economy: The Bank of Japan has warned that failing to address climate risks could destabilize the financial system. Mismanagement of these risks could lead to falling asset prices, loss of economic stability, and even disruptions in Japan’s banking system.

How Climate Change Affects Japanese Companies

The effects of climate change are already being felt across many industries in Japan. For instance, the manufacturing sector is vulnerable to extreme weather events that damage facilities and disrupt supply chains. Similarly, Japan’s agricultural sector faces challenges like reduced rice yields due to rising temperatures and unpredictable rainfall patterns.

The economic costs of not addressing these risks are significant. Companies that fail to prepare for climate change may suffer from damaged infrastructure, lost productivity, and increased operational costs. In some cases, the financial impact can be devastating, leading to significant losses in revenue and long-term damage to a company’s bottom line.

Legal Responsibilities for Directors in Japan

Corporate directors in Japan have a legal duty to manage the risks their companies face, including climate-related risks. According to Japanese corporate law, directors must act in the best interests of the company and ensure the company complies with all applicable laws and regulations. This includes climate-related risks.

Under Japan’s Corporate Governance Code, directors are required to oversee the company’s efforts to identify, assess, and manage climate risks. Failure to do so could result in personal liability. In particular, if a director neglects to integrate climate change into their governance strategy, they could face lawsuits from shareholders or be found in breach of their fiduciary duties.

The Role of Climate Governance in Business Success

Proper climate governance is crucial for businesses to remain competitive in a world that is increasingly focused on sustainability. Companies that integrate climate risks into their strategy are better positioned to succeed in the long term. Effective climate governance allows businesses to anticipate regulatory changes, innovate with cleaner technologies, and align with consumer preferences for environmentally friendly products.

In the long run, companies that take climate action seriously can build resilience, improve their reputation, and reduce risks associated with physical and transition challenges. On the other hand, companies that ignore climate risks may find themselves falling behind their competitors or even facing financial ruin.

The Growing Importance of Sustainability

As global investors push for more sustainable business practices, companies that fail to disclose their climate risks or take action to address them are likely to see a loss of investor confidence. Investors are increasingly looking for companies that are committed to reducing their carbon footprint and addressing climate-related risks in their business strategies.

Failure to meet these expectations could not only damage a company’s reputation but also increase the cost of capital and make it more difficult to attract investment in the future. Companies that adopt sustainability practices now will likely enjoy a competitive advantage in attracting responsible investors and staying ahead of regulatory trends.

What Should Directors Do?

Directors of Japanese companies must act now to integrate climate risk management into their governance structures. They should:

  • Assess and disclose climate risks transparently.

  • Seek expert advice to ensure they are making informed decisions about climate change.

  • Ensure that the company’s strategy includes clear goals for reducing greenhouse gas emissions and adapting to climate impacts.

By taking these steps, directors can help safeguard their companies from the financial and legal risks associated with climate change and position them for long-term success in a decarbonized economy.

Call to Action

Japan is taking significant steps to address climate change, with its corporate sector increasingly aware of the legal and financial risks posed by climate impacts. As one of the countries leading the way in climate governance, Japan is setting a strong example for others to follow. However, the fight against climate change requires a global effort. The United States and other countries must step up their efforts to integrate climate risk into corporate governance, adopt stricter environmental regulations, and encourage businesses to embrace sustainability.

As individuals, we can support companies and governments that are prioritizing climate action. We can demand greater transparency and accountability from businesses on their climate-related actions and encourage them to follow Japan’s lead in addressing climate risks head-on. We need to act now—climate change is a challenge that requires bold leadership across the globe. Let’s work together to make sure that countries, especially those with significant global influence, do not fall behind in this critical fight for our planet’s future.


Yamada, Y., Sarra, J., & Nakahigashi, M. (2025). Directors’ Duties Regarding Climate Change in Japan: 2025. Commonwealth Climate and Law Initiative.

More than 100 CEO Climate Leaders share an open letter for world leaders at COP27



  • The Alliance of CEO Climate Leaders shares an open letter for world leaders at COP27.

  • Alliance members know that limiting global warming to 1.5 degrees Celsius requires significant collaboration and shared responsibility between the private and public sectors.

  • Knowing this, the CEOs are ready to work side by side with governments to accelerate the transition to net zero.

More than 100 CEOs of large multinational organizations, all members of the Alliance of CEO Climate Leaders, have strong convictions that our ambitious climate targets can be realized only with the support of governments.

We recognize the positive progress to date. Emissions under current policies are projected to reach 58 GtCO2e in 2030, 2 GtCO2e lower than what it was in 2019, but still 25 GtCO2e higher than what is essential to limit warming to 1.5 degrees Celsius. This gap is equivalent to the annual emissions of 5.4 billion cars. Unfortunately, assuming full implementation of unconditional NDCs still results in a 23 GtCO2e gap (2019 and 2022 UNEP Emissions Gap Report). Governments must raise their ambitions and enact policy changes to close this gap, otherwise we face a significant threat to the existence of human life and nature.

This letter outlines the actions we believe governments and businesses need to take to unlock the potential of the private sector and to move towards a path that limits global warming to 1.5 degrees Celsius.

We’re in this together to solve the climate crisis

We, the Alliance of CEO Climate Leaders, are ready to work side-by-side with governments to deliver bold climate action. We encourage all business leaders to set science-based targets to halve global emissions by 2030 and reach net zero by 2050 at the latest.

The global impact on food and energy prices, notably due to the war in Ukraine, continues to hurt households, businesses and economies worldwide. The crisis is a stark reminder of the fragile nature of the current energy and food systems, which are still dominated by fossil fuels. Leaders at the United Nations Climate Change Conference (COP27) have the chance to make this a historic turning point towards cleaner, more affordable and secure energy and food systems. We, therefore, welcome Egypt’s hosting of COP27 this year and Africa’s leadership on climate action, adaptation, resilience and a just transition.

Accelerating the transition to net zero requires significant collaboration and shared responsibility between the private and public sectors. We believe that business commitments to climate action backed by private sector actions and investments can reinforce the mandate for governments to raise their own ambitions and enable faster progress.Government targets, supporting policies and transition plans can provide clarity, predictability and the competitive landscape to encourage more businesses to take action and to make transition-aligned investments.

As members of the Alliance of CEO Climate Leaders, we have committed to reducing emissions by more than 1 gigatons annually by 2030 and have, on average, reduced scope 1 and 2 emissions by 22% from 2019-2020 levels, outpacing major nations.*

We call on our peers in the private sector to join us in:

  • Setting science-based targets in line with the Paris Agreement, with a clear roadmap that takes sector-specific pathways into account.

  • Collaborating within and across sectors and value chains to drive transparency, advocacy and action in alliances and initiatives while working with major industry and trade associations to advance alignment with the Paris Agreement.

  • Contributing to the development of internationally harmonized reporting standards.

In this context and with leaders meeting at COP27 and the G20, we call on governments to:

Set bold ambitions and follow through on commitments

Deliver on the promise in the Glasgow Climate Pact and commit to ambitious and Paris Agreement-aligned nationally determined contributions and translate them into plans and policies that at least halve global carbon emissions by 2030 and contribute to global net zero by 2050.

Accelerate the transition

Drive down the green premium of low-carbon technologies for hard-to-abate sectors by unlocking blended finance (concessionary lending, guarantee mechanisms and others), scaling innovative sustainable finance mechanisms, integrating climate and sustainability criteria in public procurement and promoting the alignment of international standards for transformational technologies.

The focus is on action. Recognizing that many solutions already exist, there is an urgent need to:

  • Break down barriers by simplifying regulations, speeding up permitting processes and creating the enabling policy frameworks to accelerate scaling and deploying these solutions. Essential to progress is increased R&D expenditure and the inclusion of digital and physical infrastructure to ensure supply meets demand.

  • Provide incentives, including policies for emerging renewable energy and energy efficiency technologies on both the supply and the demand side, while also supporting hard-to-abate sectors through additional funding for innovation and the scaling up of new solutions, including circularity, carbon removal and natural climate solutions.

  • Put a price on carbon and phase out fossil fuel subsidies in a way that is both just and results in their eventual elimination. Combined, this will improve the competitiveness of sustainable low-carbon technologies.

  • Invest in reskilling and upskilling of those in the workforce that are impacted by the transition and enable more people to participate in the green economy.

Invest in mitigation, adaptation, and a just transition

Ensure that developed countries meet and exceed their $100 billion commitment and that these funds go directly to supporting developing countries’ efforts to mitigate and adapt to climate change. This is fundamental to establishing and maintaining confidence between countries to tackle the climate crisis together.

The impacts of climate change are already being felt, from more frequent heatwaves and wildfires to more severe tropical cyclones and floods. These changes disproportionately impact developing countries and threaten current and future economic development, human health and welfare. For new climate adaptation infrastructure projects, governments should strive for a conditionality of sustainability (e.g. building materials and techniques). Investing in water, healthy food systems and resilient supply chains while increasing local production in the Global South using regenerative agriculture and other sustainable farming and food production practices is integral to climate adaptation and resilience.

This must be done while protecting biodiversity and ecosystems and ensuring a fair and inclusive transition for all. This transition needs a radical rethinking of how we do business and a prolonged focus throughout the private and public sectors aligned with bold policy actions to decarbonize the economy.

Internationally harmonize reporting and disclosure standards

With the current divergence of standards underway, we call on the International Sustainability Standards Board (ISSB), the European Commission, the U.S. Securities and Exchange Commission (SEC) and all other regulating bodies to align their collective efforts to arrive at globally-aligned standards to accurately measure and compare progress against ambitious targetsThe standards must be interoperable, decision-useful and implementable to ensure they create trust and lasting change. Finally, market-based instruments (including carbon markets, power purchase agreements, etc.) have an essential role to play in reducing carbon emissions globally but need greater alignment and clear standards and frameworks.

This is the decade of action, so we must work side-by-side with governments to scale up public-private efforts in the drive to net zero. Alliance members will be in Egypt during COP27 to discuss with world leaders, government officials and civil society representatives how, together, we can take positive action to tackle the climate crisis.

Signatories

1. Søren Skou, Chief Executive Officer, A.P. Møller-Maersk

2. Björn Rosengren, President and Chief Executive Officer, ABB

3. Julie Sweet, Chief Executive Officer, Accenture

4. Oliver Bäte, Chief Executive Officer, Allianz

5. Hakan Bulgurlu, Chief Executive Officer, Arçelik

6. Alan Belfield, Chair, Arup Group

7. Pascal Soriot, Chief Executive Officer, AstraZeneca Plc

8. Peter Herweck, Chief Executive Officer, AVEVA Group Plc

9. Thomas Buberl, Chief Executive Officer, AXA

10. Manny Maceda, Worldwide Managing Partner, Bain & Company

11. Ana Botín, Group Executive Chairman, Banco Santander

12. Werner Baumann, Chairman of the Board of Management, Bayer AG

13. Carlos Torres Vila, Chair, BBVA

14. Peter T. Grauer, Chairman, Bloomberg LP

15. Rich Lesser, Global Chair, Boston Consulting Group; Chief Advisor, Alliance of CEO Climate Leaders

16. Christoph Schweizer, Chief Executive Officer, Boston Consulting Group

17. Aiman Ezzat, Chief Executive Officer, Capgemini

18. Cees ‘t Hart, Chief Executive Officer, Carlsberg Group

19. Zoran Bogdanovic, Chief Executive Officer, Coca-Cola HBC AG

20. Kim Fausing, President and Chief Executive Officer, Danfoss A/S

21. Michael Dell, Chairman and Chief Executive Officer, Dell Technologies

22. Punit Renjen, Chief Executive Officer, Deloitte Global

23. Christian Sewing, Chief Executive Officer, Deutsche Bank AG

24. Frank Appel, Chief Executive Officer, Deutsche Post DHL Group

25. Christophe Beck, Chairman & Chief Executive Officer, Ecolab

26. Coen van Oostrom, Chief Executive Officer, Edge

27. Francesco Starace, Chief Executive Officer and General Manager, Enel

28. Catherine MacGregor, Chief Executive Officer, ENGIE

29. Zhang Lei, Chief Executive Officer, Envision Group

30. Christian Sinding, CEO and Managing Partner, EQT

31. Börje Ekholm, President and Chief Executive Officer, Ericsson

32. Carmine Di Sibio, Global Chairman and CEO, EY

33. Revathi Advaithi, Chief Executive Officer, Flex

34. Stefan Klebert, Chief Executive Officer, GEA Group

35. Poul Due Jensen, Chief Executive Officer, Grundfos

36. Helena Helmersson, Chief Executive Officer, H&M Group

37. Dolf van den Brink, Chief Executive Officer, HEINEKEN NV

38. Carsten Knobel, Chief Executive Officer, Henkel

39. Stanley M. Bergman, Chairman of the Board and Chief Executive Officer, Henry Schein Inc.

40. Antonio Neri, President and Chief Executive Officer, Hewlett Packard Enterprise

41. Jan Jenisch, Chief Executive Officer, Holcim

42. Enrique Lores, President and Chief Executive Officer, HP Inc.

43. Noel Quinn, Group Chief Executive, HSBC

44. Ignacio Galán, Executive Chairman, Iberdrola

45. Pablo Isla, Executive Chairman, Inditex

46. Aloke Lohia, Group Chief Executive Officer, Indorama Ventures

47. Salil S. Parekh, Chief Executive Officer and Managing Director, Infosys Limited

48. Steven van Rijswijk, Chief Executive Officer, ING

49. Jesper Brodin, Chief Executive Officer, Ingka Group I IKEA; Co-Chair, Alliance of CEO Climate Leaders

50. Christian Ulbrich, Global Chief Executive Officer and President, JLL

51. George Oliver, Chairman and Chief Executive Officer, Johnson Controls

52. Alex Liu, Managing Partner and Chairman of the Board, Kearney

53. Bill Thomas, Global Chairman and Chief Executive Officer, KPMG

54. Tex Gunning, Chief Executive Officer, LeasePlan Corporation N.V.

55. Niels B. Christiansen, Chief Executive Officer & President, LEGO Group

56. Hak Cheol Shin, Chief Executive Officer, LG Chem Ltd

57. H.S.H. Prince Max von und zu Liechtenstein, Chairman, LGT

58. Dr. Anish Shah, Managing Director and Chief Executive Officer, Mahindra Group

59. Alain Bejjani, Chief Executive Officer, Majid Al Futtaim Holding

60. Jonas Prising, Chairman and Chief Executive Officer, ManpowerGroup

61. Bob Sternfels, Global Managing Partner, McKinsey & Company

62. Brad Smith, Vice Chair and President, Microsoft

63. James Harris, Executive Chair, Mott MacDonald

64. Mark Schneider, Chief Executive Officer, Nestlé

65. Tom Palmer, President and Chief Executive Officer, Newmont

66. David Knibbe, Chief Executive Officer, NN Group

67. Lars Fruergaard Jørgensen, President and Chief Executive Officer, Novo Nordisk

68. Ester Baiget, President and Chief Executive Officer, Novozymes

69. Philippe Knoche, Chief Executive Officer, Orano

70. Mads Nipper, Group President and CEO, Ørsted

71. Nikesh Arora, Chief Executive Officer and Chairman, Palo Alto Networks

72. Sumant Sinha, Chairman and CEO, ReNew Energy Global Plc.

73. Torben Möger Pedersen, Chief Executive Officer, PensionDanmark

74. Ramon Laguarta, Chairman and Chief Executive Officer, PepsiCo

75. Robert E. Moritz, Global Chairman, PwC

76. Stefan Schaible, Global Managing Partner, Roland Berger

77. Dimitri de Vreeze, Co-Chief Executive Officer and Managing Board Member, Royal DSM

78. Feike Sybesma, Honorary Chairman, Royal DSM; Founder and Co-Chair, Alliance of CEO Climate Leaders

79. Marc Benioff, Chair and Co-Chief Executive Officer, Salesforce

80. Roy Jakobs, Chief Executive Officer, Royal Philips

81. Christian Levin, President and Chief Executive Officer, Scania CV AB

82. Jean-Pascal Tricoire, Chairman and Chief Executive Officer, Schneider Electric

83. Christian Klein, Chief Executive Officer and Member of the Executive Board, SAP SE

84. Roland Busch, President and Chief Executive Officer, Siemens AG

85. Eric Rondolat, Chief Executive Officer, Signify

86. Ilham Kadri, Chief Executive Officer, Solvay

87. Kenichiro Yoshida, Chairman, President and Chief Executive Officer, Sony Group Corporation

88. Bill Winters, Group Chief Executive, Standard Chartered Bank

89. Takeshi Niinami, Chief Executive Officer, Suntory Holdings

90. Walter Schalka, Chief Executive Officer, Suzano S.A.

91. Christian Mumenthaler, Group Chief Executive Officer, Swiss Reinsurance Company Ltd; Co-Chair, Alliance of CEO Climate Leaders

92. Erik Fyrwald, Chief Executive Officer, Syngenta Group

93. Kevin Hourican, President and Chief Executive Officer, Sysco

94. David S. Regnery, Chief Executive Officer, Trane Technologies

95. Alan Jope, Chief Executive Officer, Unilever

96. Henrik Andersen, President and Chief Executive Officer, Vestas Wind Systems

97. Martin Lundstedt, President and Chief Executive Officer, Volvo Group

98. Thierry Delaporte, Chief Executive Officer and Managing Director, Wipro Limited

99. Svein Tore Holsether, President and Chief Executive Officer, Yara International ASA

100. Wolf-Henning Scheider, Chairman of the Board of Management and Chief Executive Officer, ZF Group

101. Mario Greco, Group Chief Executive Officer, Zurich Insurance Group

*Such as Brazil (13% 2019-2020 reduction), USA (11% 2019-2020 reduction), Europe and India (both 8% 19-20 reduction), all taken from the Carbon Monitor Programme, Nature.com analysis.

Original source: World Economic Forum (Public License)