ESG in the Real Estate Industry in Mexico: General Overview

In recent years, there has been a substantial increase in appetite for sustainable real estate projects in Mexico. Among other reasons, this is because efforts to reduce the property sector’s environmental impact are creating new ways to increase returns worldwide, and Mexico is no exception. Leading investors are favouring green strategies and, if that tendency continues to grow, it could lead to higher occupancy, higher rents, higher tenant retention and higher overall value.

There are new benchmarks for real estate projects, such as carbon neutrality, net zero energy and regenerative design. Investors are becoming familiar with initiatives such as LEED Zero, LEED Positive; EDGE Zero and Race to Zero.^[2] Sustainability is becoming increasingly important to investors, as environmental, social and governance (ESG) compliant projects add long-term value to real estate assets.

In Mexico, there is still important work to be done towards having proper and sufficient legislation for regulating ESG; however, due to the increase of sustainable projects (green projects), together with an influx of private sector initiatives, we foresee that in the near future investors and other participants can expect to be impacted by ESG legal and regulatory disclosures, which will require expert legal advice. Taking advantage of this preparation period could help participants become more competitive in the real estate market.

How is Mexico catching up in ESG?

The legal framework

On 25 September 2015, the General Assembly of the United Nations (the General Assembly) adopted the 2030 Agenda for Sustainable Development (the 2030 Agenda) whereby its 193 members established several policies and actions to achieve prosperity, eradicate poverty and enhance peace and freedom among all countries. To achieve such ambitious objectives, the General Assembly agreed to focus on 17 sustainable development goals (SDGs), which, jointly considered, cover the three dimensions of sustainable development: economic, social and environmental.^[3]

The 2030 Agenda is considered the main instrument by which all sectors of each member’s constituency are held accountable, including governments, companies, non-profit associations and individuals. Every sector is equally important in achieving the 17 SDGs and the 2030 Agenda has established several duties for each one. For instance, the main pledge for governments, which are considered to be the main actors promoting efforts to achieve the 17 SDGs and their objectives, is to map, support, advocate for and report on the efforts related to achieving such objectives. Additionally, one of the main and most direct requests made of every country is to include actions in their national development plans, strategies and policies the pursuit of which will accomplish the 2030 Agenda’s objectives. The 2030 Agenda became not only a formal statement of goodwill for signing countries, but one of the main instruments by which countries will measure sustainability over the coming years.

In direct response to such obligations, on 26 April 2017, the Mexican government created the National Council of the 2030 Agenda for Sustainable Development (the National Council),^[4] which is in charge of defining and coordinating the necessary mechanisms, policies and activities that Mexico must pursue for the fulfilment of the 2030 SDGs, identifying strengths and opportunities in connection therewith. But, even more importantly, this council is considered the main driver for lawmakers in Mexico to develop ESG policies, in the sense that the National Council is empowered to draft bills and propose amendments to Mexican legislation.

Furthermore, the National Council recognises the wide range of subjects that the pursuit of the SDGs represents, bringing together on its board 19 of the Mexican Federal Secretariats, seven non-sectored institutions, two autonomous agencies and the President of Mexico, who will lead the efforts of the council.^[5] In addition to the creation of this council, it was necessary to modify laws to allow those parties to implement their work. Thus, on 16 February 2018, the Planning Law became the first law to be modified. Among other things, this amendment authorised the 2018–2024 and 2024–2030 Federal Administrations to adopt strategies to achieve the SDGs pursuant to proposals from the National Council.

In connection with the National Council efforts described above, a work plan and principal guidelines for the council are detailed in the ‘National Strategy for the implementation of the 2030 Agenda in Mexico’, released in November 2019, which identifies the following guiding tenets:

• increasing the investment for sustainable development;
• designing sector programmes promoting the 2030 Agenda;
• guiding state councils on the 2030 Agenda;
• assisting local legislatures on the creation of sustainable laws;
• consolidating work sessions of the National Council of the 2030 Agenda for Sustainable Development; and
• maintaining focus on implementation in the municipalities.^[6]

While the above listed tenets will certainly impact local and state laws, it is first necessary to review and assess the general and federal laws to determine whether Mexico’s federal legal system is prepared to accept and adopt a sustainable model.

In 2020, the Legislative Strategy for the Agenda 2030 was published, drafted by the Mexican Chamber of Deputies, the President’s Office and the German Agency for International Cooperation (GIZ) GmbH on behalf of the Federal Ministry for Economic Cooperation and Development (BMZ) of Germany, among other organisations, as a joint effort to assess and identify the main challenges and opportunities in aligning Mexican laws with the 2030 Agenda. As a result of this valuable research, the Mexican legal framework was carefully reviewed to identify the main areas of opportunity for the implementation of the SDGs and their objectives. Despite the areas of opportunity identified for each SDG, the assessment also provided recommendations that will help and guide lawmakers to follow the 2030 Agenda’s guidelines and account for the protection of human rights – the main driver of SDGs.

Local and federal legislators have strived to adopt SDGs while drafting the laws that will rule Mexican society. It must be recognised with hindsight that Mexican laws must be updated to better align with current world struggles and to better address topics that concern all of us, such as ESG.

In parallel, as an additional measure to align national legislative efforts with the 2030 Agenda, the Mexican National Commission of the Retirement Savings System (CONSAR – the authority that regulates and supervises the Pension Saving System (SAR) and, in particular, the Retirement Funds Administrators (AFORE)) published the ‘General provisions on financial matters related to Retirement Savings Systems’ (the General Provisions) on 16 December 2018, in the Official Gazette. The General Provisions set forth that every finance risk committee of an AFORE must define, approve and promote, among other things, methodologies and measurement criteria addressing environmental, social and corporate governance factors for credit evaluation in addition to those already called for by the rating agencies. Although the General Provisions do not apply to the general population of Mexico, by targeting the AFOREs (which represent the main institutional Mexican investors), the General Provisions have caused the private sector to adopt ESG performance indicators on a voluntary basis.

The private sector perspective

As noted above, ESG legislative efforts in Mexico are still at an early stage. Further, it is the private sector that has started to apply internal ESG policies to comply with the international criteria that may be applicable to them, to attract financing and to compensate for the environmental and social impact that may result from their activities.

What actions are organisations and companies taking in the Mexican real estate sector?

AMEFIBRA

AMEFIBRA is the Mexican Association of Real Estate Investment Trusts (FIBRAs or REITs), created in 2015, which currently comprises and represents the 15 largest FIBRAs in Mexico in the retail, industrial and hotel sectors. One objective of AMEFIBRA is to establish best practices and uniform criteria among its members to standardise the information and reporting they share with the market.^[7]

In 2020, AMEFIBRA published the Manual of Environmental, Social and Governance Indicators (the Manual) to guide its members and assist them in identifying the most relevant ESG metrics and indicators worldwide, aiming to standardise the use of such indicators and establish guidelines to report clear and standardised information to the market, cover institutional and private investors, rating agencies and index providers.^[8]

As part of AMEFIBRA’s analysis of ESG indicators for its members, the association selected 20 general indicators (the General Indicators), as well as specific indicators applicable only to certain sectors. Among the General Indicators are the following:

• establishing ESG objectives and action plans on an annual basis, recommending establishment of financial and non-financial incentives or accountability for managers or decision makers for achieving ESG KPIs;
• aligning with ESG initiatives and reporting standards, such as the 17 SDGs and the 10 Principles of Global Compact, as well as adhering to reporting standards such as the Global Reporting Initiative (GRI), Integrated Reporting (IR), Carbon Disclosure Project (CDP) and the Principles for Responsible Investment (PRI);
• selecting, evaluating and managing suppliers and contractors, whereby the establishment of strict criteria and policies is recommended for the third-party selection process, as well as regular monitoring and auditing of such third parties;
• establishing ESG criteria in the due diligence process for new acquisitions, including, among other things, energy efficiency, sustainable materials, greenhouse gases (GHG) emissions and water efficiency; and
• identifying whether the real estate portfolio complies with specified building certifications.

Regarding specific indicators for certain sectors, the Manual recommends implementing the following indicators.

• Industrial: execute employee health and safety indicators; tenant satisfaction surveys and improvement programmes; sustainability performance management systems, such as ISO 14001 (environment), ISO 150001 (energy), ISO27001 (information security) and ISO 45001 (health and safety); and energy consumption monitoring.
• Education: including ESG-related covenants in lease agreements.
• Commercial and retail: implementing programmes to improve employee satisfaction; programmes to approach the community and tenants on sustainability issues; supply chain training and monitoring; and programmes to equip and refurbish facilities to meet ESG standards.
• Hospitality: executing employee health and wellness programmes, and monitoring employee health and safety indicators.

AMEFIBRA released its latest ESG Report in 2021, which logs the continuous progress made by the FIBRAs in relation to sustainability, with an executive summary of such milestones, as follows:

• the executive directors of the 15 FIBRAs comprising AMEFIBRA are members of the Sustainability and ESG Committee of AMEFIBRA;
• all 15 FIBRAs have established an ethics line to report any violation to their code of conduct, reporting any misconduct related to discrimination, harassment, anti-corruption, human rights, conflicts of interest and equity and inclusion;
• 13 FIBRAs have established social policies;
• 11 FIBRAs have established an ESG Committee (an increase of 36 per cent versus 2020);
• 10 FIBRAs have established an acquisition and construction strategy with ESG considerations, and 12 of them implement due diligence processes that include ESG criteria (an increase of 7 per cent and 40 per cent respectively versus 2020);
• 10 FIBRAs have established ESG annual objectives and goals (an increase of 10 per cent versus 2020);
• seven FIBRAs are reporting in accordance with the Sustainability Accounting Standards Board (SASB) and five FIBRAs have adopted Task Force on Climate-Related Financial Disclosures (TCFD) methodologies; and
• the percentage of women serving on committees of the FIBRAs increased by 4 per cent compared with 2020.

Fibra UNO

As a leader in the real estate sector, with 636 properties across all sectors, and now in the ESG industry, Fibra UNO has issued long-term sustainable bonds. In 2021, the company placed two senior unsecured sustainable bonds totalling 8.1 billion pesos.^[9] Related to ESG, Fibra UNO reported having been listed for a second consecutive year in the S&P/BMV Total Mexico ESG Index, an index created by S&P Dow Jones Indices and the Mexican Stock Exchange to boost the performance of companies that meet the highest standards in Mexico on ESG criteria.^[10] Fibra UNO is one of the 15 FIBRAs of AMEFIBRA.

FIBRA Prologis

FIBRA Prologis is a company focused on acquiring, owning and managing Class A Logistics and manufacturing real estate. At the end of 2021, its portfolio included 224 properties mainly focused on consumer-orientated markets. In 2021, FIBRA Prologis completed the issuance of a US$70 million green bond offering of long-term trust certificates and a US$300 million green US private placement of senior unsecured notes.^[11] According to its latest 2021–2022 ESG report, FIBRA Prologis has been included in the S&P/BMV Total Mexico ESG Index and received Green Star recognition as the 2021 Industrial Overall Regional Sector Leader, among other qualifications.^[12]

We expect that other large Mexican players in the real estate industry will continue issuing green and sustainability-linked bonds in the near term, following the path of the major players.

The corporate governance, social and environmental perspective

Environmental

Notwithstanding the efforts mentioned above, preparedness to comply with existing or potential environmental regulations is also key when it comes to real estate investment. Variables such as location and building structure, integrating green energy and incorporating a wastewater treatment facility or low-carbon technology into development plans will increase the value of a property and will make it more attractive not only to investors but also to tenants. Projects address environmental issues in various ways, including the following.

Climate change adaptation

Climate change may be the most pressing challenge we are currently facing, and its impact will also affect a building’s operations and value. Physical risks caused by climate change include floods, wildfires, extreme heat, storms, steadily rising sea levels and changes in average temperatures. These impacts are causing changes in the economy, legislation and consumer behaviour, as well as the creation of technology focused on transition to clean energy, resulting in GHG reduction requirements and low-carbon alternatives.

Renewable energy and water conservation

Management of how limited resources are utilised, consumed and tracked will result in either an ESG risk or an opportunity that will affect real estate investments. Programmes that aim for better management of resources, such as of energy and water, may require higher investments upfront, but will eventually result in lower utility costs and, in the long term, may be more attractive investments for developers and tenants alike. With these indicators, location and property type will be relevant factors given that areas with extreme temperatures or experiencing water stress will become less attractive.

Compliance with environmental regulations

Environmental compliance affects many aspects of real estate investment. Compliance considerations influence the environmental impact caused by the operation of commercial and industrial buildings, and the resulting generation of hazardous and non-hazardous waste, air emissions and wastewater discharges. Compliance also serves to prioritise issues related to site selection, including removal of vegetation or change of forestry land use; the presence of endangered wildlife; and other factors that may result in additional environmental compliance obligations.

Projects that fail to prioritise these issues or that handle them poorly may face considerable delays, shutdowns, litigation costs or fines and penalties due to noncompliance, not to mention potential reputational damage that may be considerably higher and more difficult to estimate. To mitigate risks around environmental compliance, investors should conduct comprehensive due diligence to confirm the existence of environmental impact assessments, environmental site assessments (including Phase I and Phase II if needed) and any required change in forestry land use. While liability for maintaining environmental compliance and preventing ecological harm may ultimately fall mainly on the tenants or occupants of the properties, in Mexico, owners might end up inheriting these liabilities if they fail to proactively work with tenants to prevent incidents and limit potential remediation liabilities associated with a property, and thus its market value.

Management of tenant sustainability impacts

Further to the above, it is reasonable to assume that, to the extent that tenants have control over a property’s consumption of resources, environmental impacts and health or social impacts on residents or the local population, real estate investors have the means to manage and minimise those impacts. Aside from potential liability associated with tenant activities that result in soil pollution, investors are also exposed to reputational risks associated with tenant conduct. To avoid this, owners have the ability to propose incentives or stipulate contractual obligations to prevent negative social, governmental and environmental impacts.

Social

As with many companies worldwide, Mexican companies have started to implement corporate social responsibility (CSR) standards. Many large Mexican companies incorporate CSR, as it has developed into an expectation and a demonstration of a company’s economic, legal, ethical and philanthropic responsibilities.^[13] In fact, the level of participation in CSR policies is often directly proportionate to the size of the company,^[14] the most commonly used CSR model in Mexico being the ‘socially responsible company’.

CSR is currently considered to add value to companies (though not a legal requirement) and has been used as a marketing tool by most companies to attract business and talent. However, the economic and reputational impacts of CSR have started to become apparent, especially for big enterprises.

Corporate governance

Given that Mexican corporate laws and regulations, except for the specific cases addressed in this chapter, do not obligate companies to include reporting methodologies or establish criteria to evaluate ESG compliance, companies are free to determine whether or not to report their ESG information. However, the CONSAR, by way of enforcing the General Provisions, has established itself as the main promotor of such standards. Additionally, since AFOREs are the main institutional investors in FIBRAs,^[15] it has become possible (through the AFOREs) to influence other sectors of the Mexican economy to adopt ESG standards and methodologies that will allow employees and investors to make informed decisions on where to invest their money, taking ESG factors into account.

In addition, Mexican institutional investors, such as AFOREs, are not only adopting ESG criteria and methodologies, but are also adopting the Principles for Responsible Investment,^[16] the United Nations-supported initiative that promotes sustainable investment utilising ESG factors.

Financing

From a more economic-centred perspective, how to finance projects and which projects to invest in has always been a concern for companies all around the world, especially during an economic crisis such as the one derived from the covid-19 pandemic. Nevertheless, because of the growing interest in ESG issues and an increasing interest in green projects, green bonds have emerged as one of the best candidates to help companies move financial resources toward clean and sustainable investments.^[17] A green bond is a relatively new type of bond defined by the International Capital Markets Association (ICMA) as ‘any type of bond instrument where the proceeds or an equivalent amount will be exclusively applied to finance or re-finance, in part or in full, new and/or existing eligible Green Projects’.^[18]

Green bonds may be more financially expedient than non-green ones since they provide large advantages for corporate issuers and play a major role in greening the economy without corresponding financial loses.^[19] In addition, certain eligible green projects may have social co-benefits. Bonds that intentionally mix eligible green and social projects, are referred to as ‘sustainability bonds’.^[20] Bonds issued for green, social or sustainable projects and objectives are referred to herein as ‘labelled bonds’.

The labelled bond market most commonly supports green projects, including assets, investments and other related and supporting expenditures such as research and development that may relate to more than one category or environmental objective. Among the most eligible green projects categories are:

• renewable energy;
• energy efficiency;
• pollution prevention and control;
• environmental sustainable management of living natural resources and land use; and
• green buildings.^[21]

The evolution of this market over the years confirms the great potential of this financial instrument. Since 2007, when the European Investment Bank (EIB) first issued a green bond, the market has been growing and becoming more sophisticated. In Mexico, labelled bonds (green, social and sustainable) have financed green projects in sectors including renewable energy, sustainable infrastructure, clean energy, energy efficiency, basic infrastructure and sustainable construction. These bonds have tenures from 3 to 15 years and offer interest rates between 3.04 per cent and 10.81 per cent.^[22]

Considering the financial benefits of issuing green bonds versus conventional bonds, there is a statistically significant advantage for issuers when a bond is labelled as being green, social or sustainable. This advantage is quantifiable on account of lower interest paid annually, on average, to investors. Moreover, this advantage is realised by both companies and non-corporate entities, such as municipalities and government agencies. Even taking into account the additional costs required to obtain a green certification, labelled bonds are relatively more beneficial for issuers. Thus, labelled bonds are potentially advantageous not only for society, but also for issuers, as they can materially reduce the cost of debt financing.^[23]

Green bond issuance is one indicator of a company’s inclination to make environmentally friendly investments and improve its ESG profile. Issuers’ share prices increase significantly upon the announcement of a green bond issuance. Green bonds can help enlarge a company’s investor base because green bond issuances can attract more media exposure and can be used by impact investors to satisfy their investment mandates. In addition, green projects associated with positive future cash flow can help companies survive over the long term. Overall, the results suggest that existing shareholders derive material net benefits from green bond issuances.

In all, green bond issuers can benefit from a lower cost of capital and, therefore, the stock market reacts positively to the announcement of green bonds.^[24]

Challenges

As noted above, green projects and the green bond market are not new concepts in Mexico. Indeed, the first Mexican green bond was issued by Nacional Financiera (the Mexican Development Bank) in 2015 – the first issuance of a green bond by a development bank in Latin America. After this, the Mexican Stock Exchange recognised these instruments as viable financing options for the private sector and green bond options have continued to grow.

In 2021 alone, 39 new bonds with a sustainable or social focus were issued in Mexico for a total value of MX$181.77 million.^[25]

This is three times larger than in 2020, according to available public information. Despite certain optimistic voices, the worldwide covid-19 pandemic has made it difficult to objectively determine where we stand and how ESG and green or labelled bonds are going to develop in the near future, notwithstanding the abovementioned financial benefits.

Notwithstanding the noticeable efforts described in this chapter, ESG is unfortunately not yet a priority in the overall Mexican market and is not yet considered by the majority of companies to be a key consideration for projects. It is no surprise that the attention of the majority of Mexican companies turns to other more ‘urgent’ matters and short-term concerns, such as profitability, productivity, bureaucratic red tape and the ever-present challenges of corruption and insecurity. As a result, even with the visible worldwide trend to promote ESG through regulation, and a growing interest by investors, lenders and companies in implementing ESG policies, these considerations are still secondary in countries like Mexico.

Even with some investors, associations, FIBRAs and companies putting ESG on their agenda, currently there is nothing that will legally force a company to apply ESG policies right away and make them a business priority. Fortunately, public policies such as the General Provisions, are introducing better terms for financing projects that incorporate ESG principles (i.e., green bonds and labelled bonds) and promoting an increased awareness among current and coming generations of concerns about the health of the planet. As a consequence, green financing and ESG principles will likely move into the spotlight over time in Mexico.

These optimistic trends bring challenges. In a country where ESG has not been sufficiently encouraged through regulation and green financing has not yet found a common criterion, it is difficult for investors to choose where to invest and which projects are suitable for their impact investment needs. Further, there is uncertainty on how investors can be reassured that their impact investment goals are being met. There is still a long way to go in terms of public policy. Should the Mexican market follow the LEED rating system, follow the guidelines of MSCI, Inc,^[26] or push to improve the General Provisions? What system is most suitable for Mexico, its economic situation, social environment and related challenges?

Better generally accepted local measurement standards applicable to qualifying for green financing or to being certified as an ESG-compliant company are a critical requirement in Mexico, so as to guarantee the accurate assessment of the impact of green financing projects and ESG-compliant projects, and to account for their environmental and social impact. Currently, the General Provisions only make recommendations regarding the criteria to be applied to green bonds. No domestic authority is generally accepted in today’s market as the certifying entity or agency for ESG projects or companies, with the resources to measure the local social benefits or green impacts of the projects that are being financed.

The lack of clear criteria for certifications and applicable legislation in Mexico could result in misleading credentials and the risk of greenwashing projects to access undeserved benefits, negatively affecting those projects with a real ESG commitment.

What is coming?

As ESG gains in popularity, our goal must be to permanently embed ESG in projects, corporate policies and legislation. ESG and sustainability must become part of the general corporate and social culture – a key item to be implemented by law-making bodies and law-abiding agencies. The first steps in creating legal obligations related to ESG and sustainability can already be seen in certain technical rules (i.e., the Official Mexican Standards), but the larger picture will be driven by investors and companies. A general consensus is developing that ‘reporting on the presence of ESG criteria results in a greater benefit, both in terms of the economic return received by companies and the clear impact on the planet and society’.^[27] As noted above, these criteria have yet to become commonplace across the public sector and in company policies. To make progress, it is clear that private and public sector actors must work together to develop a long-term strategy, consistent with the ESG framework, to address the challenges currently faced by Latin America and Mexico. Positive steps related to ESG financing are being taken by Mexico, such as the market for green bonds and sustainability bonds. In addition to green bonds in Europe, Mexico has issued bonds in the yen market, becoming the first country in Latin America to place sustainability bonds in Japan. Hopefully these actions will continue, establishing Mexico as a pioneer and an innovative country in these instruments.

Another more economic consideration that should be an incentive towards the integration of ESG considerations in Mexico and Latin America is the potential shift of North American supply chains from Eastern countries like China to locations in the western hemisphere. In view of the current status of the commercial relationship between China and the United States, a new, more serious, discussion is being raised regarding how nearshoring could become a promising source of investment, jobs and growth for Mexico. Such investments could present an unprecedented opportunity to consolidate much-needed growth in the region and attract foreign investors willing to engage in ESG-driven investing. This reality is rapidly approaching, and if local participants are unprepared or unaware of the implications, economic opportunities could be lost and an important chance to positively impact and improve our environment and society could be wasted.

In conclusion, there is a long way to go, and although there are more and more players (investors, funds, developers, end-users) that now participate actively in ESG, sustainability and green financing, there is still much to regulate and many standards to be implemented in order to measure and provide certainty to investors who are seeking to make a real social, corporate and environmental impact through their projects in Mexico.

Footnotes