<p>At the 21st Conference of Parties (COP21) in Paris in 2015, Parties to the United Nations Framework Convention of Climate Change (UNFCCC) reached an agreement to combat climate change and set goal of holding temperature rises no more than 2°C. The Paris Agreement entered into force in 2016, and the ratified countries were expected to submit their intended nationally determined contributions. However, climate talks at COP 25 in 2019 ended with limited progress on emissions targets. The long-term climate talks among governments continue to fail to deliver commitment to cut greenhouse gases and to limit dangerous climate impacts.</p><p>On the other hand, the global financers and investors have accelerated to shift their funds from fossil fuel industry to realize the de-carbonized economy. In practice large institutional investors and companies start to divest from the fossil fuel industry and re-invest renewable energy industry. According to the environmental NGO “Fossil Free”, over 1110 institutions have committed to policies black-listing coal, oil and gas, and assets committed to divestment have leapt from $52 billion in 2014 to more than $11 trillion in 2019. Why do the number of investors express commitment to divest their funds without international legal binding? It can be assumed that institutional investors have re-examined their thoughts through interactions with civil society actors. In order to answer to these questions, this article examines how and to what extent NGOs’proposals and strategies influence on decisions made by institutional investors in three aspects.</p><p>First, this article explores how the small thinktank called Carbon Tracker’s Report Unburnable Carbon (especially the concept of ‘stranded assets’) could reframe the debate on climate change into financial term. Second, how do strategies taken by fossil fuel divestment movement campaigns impact and effect on finance and public discourse. A closer look is taken at the changing notions of ‘reputation risk’ and ‘fiduciary duty’ which have significant impacts on investors and companies. Third, this article analyzes how the information disclosure system, which is essential for investors to decide investment choice, has been constructed with a particular focus on the CDP (formerly the Carbon Disclosure Project).</p><p>In so doing, the article explores the process of non-state actors, particularly NGOs and institutional investors, contributing to create information-based private governance. In addition, the article addresses the conditions and lessons that empower private governance sustainable and democratic.</p>