I read the SEC’s 510-page proposed release on climate disclosures and am publishing a short series of articles this week examining key practical aspects of the document. Some of the articles will be member-exclusive. It is important to keep in mind that this rule is a long way from being finalized and the final release may contain notable differences from the proposal.
“The SEC’s climate disclosure proposal is the most extensive, comprehensive and complicated disclosure initiative in decades.”Meredith Cross, Wilmer Cutler Pickering Hale and Dorr partner and former Director of the SEC’s Division of Corporation Finance
Proposed Amendments to Regulations S-K and S-X
The proposal adds a new subpart to Regulation S-K and Regulation S-X
- Regulation S-K would be amended to include information about a registrant’s climate-related risks that are reasonably likely to have material impacts on its business or consolidated financial statements, and GHG emissions metrics that could help investors assess those risks. A registrant may also include disclosure about its climate-related opportunities if it chooses to, but this is not mandatory. Regulation S-K would require disclosure of a registrant’s:
- governance of climate-related risks;
- any material climate-related impacts on its strategy, business model, and outlook;
- climate-related risk management;
- GHG emissions metrics; and
- climate-related targets and goals, if any (these are not required by the proposal).
- The proposed new subpart to Regulation S-K would include an attestation requirement for accelerated filers and large accelerated filers regarding certain proposed GHG emissions disclosures.
- Regulation S-X would be amended to require certain climate-related financial statement metrics and related disclosure to be included in a note to a registrant’s audited financial statements. The proposed financial statement metrics would consist of disaggregated climate-related impacts on existing financial statement line items. The registrant would have to disclose in a note to its financial statements certain disaggregated climate-related financial statement metrics that are mainly derived from existing financial statement line items. These proposed disclosures fall under the following three categories of information:
- financial impact metrics;
- expenditure metrics; and
- financial estimates and assumptions.
Proposed Compliance Dates
The following compliance dates assume the final release is adopted and effective by December 2022, although this is likely to be delayed in the event lawsuits are filed (as is expected):