Yesterday, of course, the SEC passed their final climate disclosure rule (886 pages as sent to the Federal Register). PracticalESG.com members can access the full rule here and a fact sheet here. My colleague Meredith Ervine penned a few of her thoughts on the rule in today’s blogs over on TheCorporateCounsel.net. There will certainly be many, many other analyses, summaries and commentaries in the coming days (One post on LinkedIn quipped “If you don’t post something today on LinkedIn about the climate rule, are you even an ESG professional?”).
Instead of an overview of the entire rule, I’m going to focus on a few specific elements in the next few blogs. Let’s start with the assurance requirements (pages 262 – 387). Non-financial auditors/consultants thinking that SEC’s new Scope 1 and Scope 2 assurance mandates offer “gold in them thar hills” need to be careful. For starters, the first year for assurance is not until fiscal year 2029 reporting (due in 2030). Moreover, you may not be prepared to qualify as an assurance provider under SEC’s rules. The final release offers this slightly ominous statement:
“we acknowledge that some of the requirements in the final rules, such as the independence requirements, may be more familiar to accounting firms versus non-accounting firms…[yet] two of the four standards we are explicitly permitting assurance providers to use under the final rules (as discussed in more detail below), are not restricted to CPAs.”
The good news is you have several years to review, evaluate and prepare. The bad news is you have several years to wait before you start seeing the revenue. It is absolutely critical for potential GHG disclosure assurance providers to read the final release, but here are a few highlights perhaps most meaningful for non-financial auditors:
Independence
“The independence requirements in the final rules are more rigorous and may differ in scope from the requirements included in [AICPA SSAE No. 18, AT-C § 105.26; IAASB ISAE 3000 (Revised) § 20; and ISO 14064-3: 2019 § 4.2.]. It is possible that the application of the independence requirements in the final rules may result in a GHG emissions attestation provider no longer being able to provide certain non-assurance services to its assurance client that may be permissible to provide outside the context of the final rules.
… it would be difficult for an expert that has assisted a registrant in calculating or preparing its GHG emissions data to meet the independence requirements because such an engagement would presumably place the attestation provider in the position of attesting to its own work and may create a mutual interest between the attestation provider and the registrant…”
Attestation report standards
“The attestation report must be provided pursuant to standards that are established by a body or group that has followed due process procedures, including the broad distribution of the framework for public comment… in addition to being developed using due process, are either (i) publicly available at no cost, or (ii) widely used for GHG emissions assurance… PCAOB, AICPA, and IAASB standards meet the due process requirements and are publicly available at no cost to investors. In addition, in light of our modifications to the final rules, we also believe that the ISO standards related to the attestation of GHG emissions disclosures would meet these requirements… ISO standards are not available for free. The ISO standards are, however, widely used for GHG emissions assurance…
To the extent that a particular attestation standard does not include elements sufficiently similar to those commonly included in an assurance report, the GHG emissions attestation provider should consider including such information in its attestation report to facilitate investors’ understanding of the nature and scope of the engagement.”
Don’t take these issues lightly. This is something I know about as one of only a very small number of non-financial auditors who became qualified to perform Independent Private Sector Audits (IPSAs) under the SEC’s conflict minerals rules. The stakes (and necessary controls and procedures) are completely different when working under SEC rules versus in a voluntary context.
Tomorrow, I’ll look into the GHG emissions disclosures.
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