# Green Bond Framework: [Issuer name]

> Issuer framework for green bonds and other green debt: rationale, use
> of proceeds, process for project evaluation and selection, management
> of proceeds, reporting, and external review. Structure aligned with
> the four core components and two key recommendations of the ICMA Green
> Bond Principles (June 2025 edition, voluntary), with a section for
> issuers that also want to use the "European Green Bond" (EuGB)
> designation under Regulation (EU) 2023/2631, which applies from
> 2024-12-21. Replace every `[bracketed]` value and every row marked
> *Example*. This is a documentation format, not legal, financial or
> investment advice: check the current official text and a qualified
> professional.

<!--
Guidance: How to use this template
- Purpose: the public document investors, external reviewers and
  index providers read before a green issue. It commits the issuer to
  how proceeds are used, tracked and reported for the life of the bonds.
- Decide first whether bonds will follow only the voluntary ICMA
  Principles or also carry the EuGB designation. EuGB adds binding
  requirements (taxonomy alignment, prescribed factsheet and reports,
  ESMA-registered external reviewer).
- Write the eligibility criteria in section 3 with measurable
  thresholds. Vague categories are the main source of greenwashing
  claims.
- The worked example uses the fictional Calderwick Utilities plc
  (energy networks and water, EUR). Every number is recomputed and
  marked *Example*.
- Related templates: EU Taxonomy Alignment Assessment
  (`finance/eu-taxonomy-alignment-assessment`), Climate Transition Plan
  (`finance/climate-transition-plan`), GHG Emissions Inventory
  (`finance/ghg-emissions-inventory`), ISSB Sustainability Disclosure
  (`finance/issb-sustainability-disclosure`), Treasury Policy
  (`finance/treasury-policy`), Responsible Investment Policy
  (`finance/responsible-investment-policy`) for the investor side.
-->

## Document control

<!-- Guidance: A framework is a public document; keep a clear version history because investors compare frameworks across issues. -->

| Field | Value |
|---|---|
| Document ID | [GBF-NNN] *Example:* GBF-001 |
| Issuer | [Legal entity and guarantor] *Example:* Calderwick Utilities plc |
| Instruments covered | [Senior bonds, private placements, green loans, commercial paper] |
| Alignment | [ICMA GBP June 2025 / plus EuGB Regulation (EU) 2023/2631] |
| External reviewer | [Name, type of review] |
| Version | [1.0] |
| Status | [Draft / Approved / Published] |
| Owner | [@head-of-treasury] |
| Approvers/reviewers | [@cfo], [@head-of-sustainability], [@legal], [@board-or-committee] |
| Publication URL | [Investor relations page] |
| Last updated | YYYY-MM-DD |
| Classification | [Public once approved] |

### Approvals

| Role | Name | Decision | Date |
|---|---|---|---|
| Head of treasury | [@name] | [Prepared] | YYYY-MM-DD |
| Head of sustainability | [@name] | [Reviewed] | YYYY-MM-DD |
| CFO or board committee | [@name] | [Approved] | YYYY-MM-DD |

### Revision history

| Version | Date | Author | Change summary |
|---|---|---|---|
| 0.1 | YYYY-MM-DD | [@name] | Draft for external review |
| 1.0 | YYYY-MM-DD | [@name] | *Example:* Published with second party opinion |

## 1. Issuer overview and sustainability strategy

<!-- Guidance: Explain why green financing fits the issuer's strategy and transition plan. ICMA recommends communicating objectives and how projects fit. Pitfall: a framework disconnected from the issuer's own targets. -->

Describe the business, its main environmental impacts, the climate and
environmental targets, and how eligible projects advance them. Link the
transition plan and the latest emissions inventory.

*Example:* Calderwick Utilities operates electricity distribution and
water networks. Its targets are a [percentage] reduction in Scope 1 and
2 emissions by [year] against [base year], connection of [MW] of
renewable generation, and a [percentage] reduction in water leakage.
Green bonds finance network investment that delivers these targets.

## 2. Use of proceeds

<!-- Guidance: State that an amount equal to net proceeds will finance or refinance eligible green projects, the look-back period for refinancing, and the exclusions. -->

An amount equal to the net proceeds of each green bond will be
allocated to finance or refinance eligible green projects defined in
section 3. Refinancing covers capital expenditure incurred in the
[three] years before issuance and operating expenditure in the [one]
year before issuance. The issuer will disclose the expected share of
refinancing for each issue.

Exclusions: [fossil fuel generation, extraction or transport,
nuclear, activities with severe controversies, other exclusions].

## 3. Eligible green project categories

<!-- Guidance: Use measurable criteria and map each category to an environmental objective and, where relevant, to the EU Taxonomy activity. The June 2025 GBP edition explicitly covers activities as well as assets and expenditures; check the current text. -->

| Category ID | GBP category | Eligibility criteria | Environmental objective | EU Taxonomy activity (if EuGB) |
|---|---|---|---|---|
| GBF-C1 | Renewable energy | Grid connections and reinforcement for wind, solar and storage | Climate change mitigation | [Activity number and name] |
| GBF-C2 | Energy efficiency | Building renovation meeting [threshold] primary energy reduction | Climate change mitigation | [Activity] |
| GBF-C3 | Clean transportation | Public EV charging infrastructure | Climate change mitigation | [Activity] |
| GBF-C4 | Sustainable water and wastewater management | Leakage reduction with [threshold] net improvement in energy or water efficiency | Water and marine resources | [Activity] |

## 4. Project evaluation and selection

<!-- Guidance: Name the committee, its members, the evidence it reviews and how environmental and social risks are managed. Pitfall: a committee that exists only on paper. -->

A Green Finance Committee chaired by [the CFO] with [treasury,
sustainability, engineering, legal] members meets [twice a year] to:

1. Review candidate projects against section 3 criteria and exclusions.
2. Confirm management of environmental and social risks, including
   minimum safeguards and, for EuGB, do-no-significant-harm evidence.
3. Approve the eligible project register and remove projects that no
   longer qualify, replacing them as soon as practicable.
4. Approve allocation and impact reports before publication.

```mermaid
flowchart LR
  A["Business unit proposes project"] --> B["Sustainability team screens criteria and exclusions"]
  B --> C{"Meets section 3 criteria?"}
  C -- "No" --> X["Rejected, reason logged"]
  C -- "Yes" --> D["Green Finance Committee approval"]
  D --> E["Eligible project register"]
  E --> F["Treasury allocates proceeds"]
  F --> G["Annual allocation and impact report"]
  G --> H["External review"]
```

## 5. Management of proceeds

<!-- Guidance: Explain how proceeds are tracked and what happens to unallocated proceeds. -->

Net proceeds are tracked in [a sub-ledger or register] maintained by
treasury and reconciled [quarterly] to the eligible project register.
The issuer intends to allocate proceeds within [24] months of issuance.
Unallocated proceeds are held in [cash, deposits or money market
instruments] in line with the treasury policy and exclusions. Allocation
is reviewed by [internal audit or the external auditor] annually.

## 6. Reporting

<!-- Guidance: Commit to annual allocation reporting until full allocation and on material change, plus impact reporting with methods and baselines. Pitfall: reporting impact for the whole project while claiming only the bond-financed share. -->

Allocation report (annual until full allocation, then on material
change). *Example* for a EUR 500.0 million bond, net proceeds EUR 497.5
million after EUR 2.5 million costs, as at 2028-12-31, EUR millions:

| Category | Allocated | Share of allocated |
|---|---|---|
| GBF-C1 Renewable energy grid connections | 210.0 | 45.1% |
| GBF-C2 Energy efficiency in buildings | 95.5 | 20.5% |
| GBF-C3 Clean transportation | 120.0 | 25.8% |
| GBF-C4 Sustainable water management | 40.0 | 8.6% |
| Total allocated | 465.5 | 100.0% |
| Unallocated | 32.0 | |
| Net proceeds | 497.5 | |

Allocated share is 465.5 / 497.5 = 93.6% of net proceeds; refinancing
is EUR 180.0 million, 38.7% of the allocated amount.

Impact report, with methods, baselines and the share attributable to
the bond. *Example* for GBF-C1: 640 MW of renewable capacity connected,
assumed 30% capacity factor, giving 640 x 0.30 x 8,760 = 1,681,920 MWh a
year; at an assumed grid factor of 0.25 tCO2e per MWh, 420,480 tCO2e a
year avoided, of which the bond financed 210 / 350 = 60%, so 252,288
tCO2e is attributed. Use the ICMA Harmonised Framework for Impact
Reporting for core indicators and state every assumption.

## 7. External review

<!-- Guidance: ICMA recommends a pre-issuance external review (for example a second party opinion) and post-issuance verification of allocation. EuGB makes specific reviews mandatory. -->

| Review | Timing | Provider | Status |
|---|---|---|---|
| Second party opinion on this framework | Before first issue | [Reviewer] | [Planned / Published] |
| Verification of allocation | Annually until full allocation | [Auditor or reviewer] | |
| EuGB pre-issuance review of factsheet | Before issue, EuGB only | [ESMA-registered reviewer] | |
| EuGB post-issuance review of allocation report | After full allocation, EuGB only | [ESMA-registered reviewer] | |

Since 2026-06-21 external reviewers for EuGB must be registered with
ESMA; check the register on the ESMA website before appointment.

## 8. European Green Bond designation (optional)

<!-- Guidance: Complete only if bonds will be marketed as "European Green Bond" or "EuGB". This summary is not exhaustive; check the Official Journal text and ESMA guidance. -->

| Requirement under Regulation (EU) 2023/2631 | Issuer response |
|---|---|
| Proceeds allocated to activities aligned with the EU Taxonomy, with a flexibility pocket of up to 15% for activities without technical screening criteria in force, subject to conditions (Art. 5) | *Example:* 440.0 / 497.5 = 88.4% planned taxonomy-aligned |
| Factsheet in the Annex I format, with pre-issuance review (Art. 10) | [Reference] |
| Allocation reports every 12 months until full allocation, with post-issuance review after full allocation (Art. 11) | [Reference] |
| Impact report at least once during the bond's life after full allocation (Art. 12) | [Reference] |
| Publication on the issuer website and notification to the competent authority and ESMA (Art. 15) | [Reference] |
| Prospectus requirements where a prospectus is required | [Reference] |

Optional disclosure templates also exist for bonds marketed as
environmentally sustainable or sustainability-linked that do not use the
EuGB designation; check the delegated acts.

## 9. Glossary and references

<!-- Guidance: Short definitions in your own words. -->

| Term | Meaning in this framework |
|---|---|
| Eligible green project | Project, asset, expenditure or activity meeting section 3 criteria |
| Net proceeds | Amount raised less issuance costs |
| Look-back period | Period before issuance whose spending can be refinanced |
| Second party opinion | Independent assessment of the framework's alignment with the Principles |
| Flexibility pocket | Share of EuGB proceeds that may go to activities without taxonomy criteria in force |

| Reference | Version or date | URL |
|---|---|---|
| ICMA Green Bond Principles | June 2025 | https://www.icmagroup.org/green-bond-principles-gbp/ |
| ICMA Harmonised Framework for Impact Reporting | Check current edition | https://www.icmagroup.org/sustainable-finance/ |
| Regulation (EU) 2023/2631 on European Green Bonds | OJ 2023-11-30, applies from 2024-12-21 | https://eur-lex.europa.eu/eli/reg/2023/2631/oj/eng |
| ESMA, External reviewers of European Green Bonds | Register updated 2026-10-16 | https://www.esma.europa.eu/esmas-activities/investors-and-issuers/external-reviewers-european-green-bonds |

## Standard and licence note

Structure aligned with the ICMA Green Bond Principles (June 2025), which
are voluntary guidelines published by the International Capital Market
Association and summarised here in original words, and based on
Regulation (EU) 2023/2631, cited by article number only. No text from
ICMA publications is reproduced. Check the current edition of the
Principles, the Official Journal text and ESMA guidance before use.
Calderwick Utilities and all figures are fictional. The text is original
and is not legal, financial or investment advice. Template licence: MIT.