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TheCorporateCounsel

TheCorporateCounsel.net

A basis for research and practical guidance focusing on federal securities laws, compliance & corporate governance.

DealLawyers

DealLawyers.com

An educational service that provides practical guidance on legal issues involving public and private mergers & acquisitions, joint ventures, private equity – and much more.

CompensationStandards

CompensationStandards.com

The “one stop” resource for information about responsible executive compensation practices & disclosure.

Section16.net

Section16.net

Widely recognized as the premier online research platform providing practical guidance on issues involving Section 16 of the Securities Exchange Act of 1934 and all of its related rules.

PracticalESG

PracticalESG.com

Keeping you in-the-know on environmental, social and governance developments

The UK’s Financial Conduct Authority (FCA) recently released a review of credit rating agencies. In it, they identify ESG as an emerging issue in credit rating methodologies. There is an acknowledgement that ESG factors can impact a firm’s financial credit rating. However, there is a lack of transparency and uniformity in rater methodologies. The FCA identifies the following areas for improvement:

  • Transparency of methodologies: We observed variations in how firms considered ESG factors in their published methodologies. Firms should be clear in the purpose of their published materials and articulate whether a methodology addresses ESG factors as analytical inputs or explanatory outputs. This would support transparency for users and align with firms’ disclosure obligations.
  • Consistency of ESG factors: From reviewing files and discussing with firms, we identified inconsistency in how they were classifying and documenting ESG factors. For some CRAs, governance factors were sometimes treated as ESG factors, and at other times considered within broader credit risk analysis. Such inconsistency could reduce clarity for users of credit ratings when reviewing published rating action rationales.
  • Application of ESG factors: Firms differed in how they were applying ESG factors during surveillance. A small number of firms’ methodologies included criteria for when to treat ESG factors as credit relevant, but others told us they relied more heavily on analytical judgement. To ensure consistent application, firms should consider how ESG factors are incorporated in their frameworks.
  • Consideration of ESG factors: Most firms could describe at what stage ESG factors were considered within their surveillance process, for example before or during a rating committee. For some CRAs, we observed that internal documentation lacked clarity on the impact and materiality of environmental and social factors in determining a rating action. This may limit transparency for users in rating action rationales, where a specific ESG factor may be credit relevant.
  • Ongoing monitoring of ESG risks: Our review of files and discussions indicated that firms had varying approaches to surveillance of ESG risks (such as near-term or long-term, materiality, impact). Where ESG risks are assessed to be potentially credit material but may emerge over longer time horizons, firms should consider the ability of their surveillance including people and processes, to effectively monitor such risks.”

This FCA publication addresses the same issue raised by anti-ESG AGs in their recent warning letter to ratings agencies in the U.S. However, where the anti-ESG crowd is arguing that the ESG genie should be put back into the bottle, the FCA takes a more reasonable approach. We’ve discussed the material financial impacts of ESG on this blog for some years now. Credit ratings agencies are catching up to the concept. ESG impacts companies, financial institutions, and governments in ways that cannot be siloed. The effects cannot be constrained to just “ESG ratings” or “ESG reporting.” As financial impacts materialize, traditional financial institutions are wrapping their heads around how to quantify ESG risk.

Our members can learn more about ESG in the financial sector here.

Interested in a membership with access to the complete range of benefits and resources? Sign up now and take advantage of our no-risk “100-Day Promise” – during the first 100 days as an activated member, you may cancel for any reason and receive a full refund. But it will probably pay for itself before then. Members also save hours of research and reading time each week by using our filtered and curated library of ESG/sustainability resources covering over 100 sustainability subject areas – updated daily with practical and credible information.

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The Editor

Zachary Barlow is a licensed attorney. He earned his JD from the University of Mississippi and has a bachelor’s in Public Policy Leadership. He practiced law at a mid-size firm and handled a wide variety of cases. During this time he assisted in overseeing compliance of a public entity and litigated contract disputes, gaining experience both in and outside of the courtroom. Zachary currently assists the PracticalESG.com editorial team by providing research and creating content on a spectrum of ESG… View Profile