Sustainability director: what the title carries, and what the board keeps

Company law does not care what a job is called.

Section 250 defines a director as including anyone occupying the position of director, by whatever name called.

The test runs both ways: a person on the board is a director whatever their title, and a person who does not occupy that position is not one because their title says so.

Unless the company has appointed them to its board, a person called sustainability director is a senior employee, appointed by management.

For them, the duties in the Companies Act that bind directors — the section 172 duty among them — bind the people they report to, not them.

The other definition worth knowing is the shadow director in section 251: someone whose directions the board is accustomed to follow.

The same section says a person is not a shadow director by reason only that the board acts on advice they give in a professional capacity.

A sustainability director who advises and recommends sits squarely in that carve-out.

Where a sustainability director is appointed to the board, the position changes completely.

They then share every director’s duties, approve the strategic and directors’ reports with the rest of the board, and are exposed to the offences that follow a non-compliant report.

That is a different job, and an offer letter should say clearly which of the two is meant.

For a listed company, the FCA’s final rules turn the sustainability director’s strategy into something the annual financial report must either disclose or explain.

PS26/19 adopts comply or explain across UK SRS for companies listed in UKLR 6, 14, 15, 16 and 22, for accounting periods beginning on or after 1 January 2027.

Nothing in UK SRS is mandatory for them in the strict sense; what is mandatory is the statement when they do not comply in full.

For climate, UKLR 6.6.6R(7A) asks for a summary of the UK SRS S2 requirements not met, the reasons, and the steps taken or planned.

For the wider standard, the (7B) limb asks the company to name the sustainability-related risks and opportunities it has identified but not disclosed, and to say why.

The steps a company says it plans are a commitment the board makes in public, and the sustainability director is the person who has to deliver them.

Two reliefs apply in the first years: one year’s non-disclosure of Scope 3 under S2, and two years’ non-disclosure of non-climate matters under S1.

A company using a relief states that it is doing so and need explain nothing further during the relief period; early adopters keep the reliefs too.

Two further statements follow.

The company says whether any disclosure was assured and, if so, by whom, to what level and under which standards.

Companies in UKLR 6, 16 and 22 also say whether they have published a climate transition plan and where, or why not; the FCA does not require anyone to have one, and the statement does not reach secondary listings or depositary receipts.

The transition plans page covers that statement, and what comply or explain requires goes through each limb.

Timing tightens as well: UK SRS S1 ¶64 requires the disclosures at the same time and for the same period as the financial statements.

A sustainability report published months after the accounts will not meet that, which is why the role now plans to the finance calendar.

For companies outside the listing rules, the government has confirmed in its consultation response that UK SRS S2 is a national reporting framework for section 414CB(6), so one disclosure can serve both regimes.

The FCA’s guidance on good explanations is still a draft, Technical Note 803.1, open for comment until 28 October 2026; the page on the FCA’s final rules follows it.

No qualification is required by law to hold the title.

People reach it from two directions, and the reporting rules now reward the second.

The environment route runs through the Institute of Sustainability and Environmental Professionals, formerly IEMA, and on to Chartered Environmentalist status.

The finance route starts from accountancy, strategy or risk, and its value comes from UK SRS S1 ¶23, which asks for data and assumptions consistent, as far as possible, with those in the financial statements.

The level 7 sustainability business specialist standard lists head of energy and sustainability and head of sustainability and environment among its typical job titles, and includes a duty to lead on business transparency in corporate reporting.

A common path, though not a fixed one, runs from consultant or analyst through manager and head of function to director.

Some come to the role from consultancy; the guides to becoming a sustainability consultant and to sustainability consulting firms cover that stage.

The skills that distinguish a director from a head of function are mostly about the board: writing a recommendation the board can approve, defending a target in front of an audit committee, and knowing which statement the company is legally committing to.

A working knowledge of IFRS S2, the international standard UK SRS S2 builds on, is now expected in any listed-company role.