What is a sustainability-linked bond?
A sustainability-linked bond (SLB) ties a bond term to the issuer's performance against predefined sustainability performance targets (SPTs). A key performance indicator (KPI) measures the result. The SPT sets the result and observation date that determine whether a trigger event occurs.
The proceeds can fund general corporate purposes because performance, not allocation, defines the instrument. This is the performance-linked structure described in Keslio's sustainable financing guide. The voluntary 2024 Sustainability-Linked Bond Principles (SLBP) cover five components: KPI selection, SPT calibration, bond characteristics, reporting, and verification.
Why does a sustainability-linked bond matter to you?
Treasury may lead the bond issuance, but finance, operations, facilities and sustainability teams usually own the KPI records. Before issuance, investors and any external reviewer will examine whether the KPI is material to the business, its scope and method are clear, the baseline can be checked, and the SPT goes beyond business as usual.
After issuance, a missed SPT can change the issuer's financing cost. A coupon step-up increases the interest rate from the date written into the bond documents. The documents can also specify consequences for a missed reporting or verification condition. If the business boundary, baseline, observation date or trigger wording differs across the framework, bond documents and data workbook, the issuer may be unable to prove which result applies.
How does a sustainability-linked bond work?
First, select a KPI that is material, measurable, consistently calculated, externally verifiable and capable of comparison. Second, set an ambitious SPT with a stated baseline, benchmark, calculation method, observation date and trigger event. Third, write the financial or structural change into the bond documents. For a coupon step-up, specify the adjustment, accrual date, payment frequency, treatment of multiple KPIs and any fallback if a KPI cannot be calculated.
Fourth, publish current KPI performance and the related effect on the bond at least annually and for each relevant assessment date. Fifth, obtain independent external verification of performance against each SPT once a year and at every assessment date that can change the bond, through the last trigger event. A pre-issuance second-party opinion is recommended under the SLBP; post-issuance verification is a necessary component of SLBP alignment.
What mistakes should you avoid?
- Treating an SLB like a green bond and trying to prove that every dirham financed an eligible project.
- Selecting a KPI that covers a small or convenient part of the business while excluding material operations.
- Stating a coupon step-up without its trigger, accrual date, payment frequency, maximum cumulative change or fallback.
- Changing the KPI method, baseline or perimeter after issuance without applying the documented adjustment rules and review process.
How is a sustainability-linked bond different from a green bond?
An SLB tests company performance against KPIs and SPTs, while its proceeds can normally support general corporate purposes. A green bond reserves its proceeds, or an equivalent amount, for eligible green projects. A green project does not make a weak SLB target credible, and a strong SPT does not turn general proceeds into green-bond proceeds.
What should you give investors and reviewers?
Provide the bond framework and documents, the KPI definition and business boundary, the calculation method, baseline, historical values, SPT, benchmark, observation and notification dates, trigger mechanics, fallback and recalculation rules, and reporting timetable. Include the pre-issuance review, annual performance reports and public verification reports.
Are the Sustainability-Linked Bond Principles mandatory?
No. The SLBP are voluntary market guidance. The issuer's bond documents, securities rules and applicable law can create binding duties, and applicable law prevails if it conflicts with the principles. State exactly which SLBP version the issuer claims to follow.