NASDAQ Exchange Publishes the “ESG Reporting Guide” for Corporate Managements and Boards

by Hank Boerner – Chair and Chief Strategist, G&A Institute

There is encouraging news for sustainability professionals coming from the world of stock exchanges this month.  The NASDAQ Exchange just published its guide for listed companies – as well for privately-owned firms as perhaps future IPOs for NASDAQ listing – for companies’ public ESG reporting. 

This is the ESG Reporting Guide – A Voluntary Support Program for Companies”.

The pilot program for the guide effort got underway with NASDAQ’s Nordic and Baltic markets in 2017; the May 2019 guide includes third party reporting methodologies for company leaders’ education. 

The recommendations are “completely voluntary” for companies, the exchange emphasizes. Evan Harvey is the Global Head of Sustainability for NASDAQ and key player in development of the guide.

As the corporate ESG reporting pace continues to increase in both volume and velocity, company boards and managements do need more guidance on evolving ESG / sustainability standards and frameworks that could be used [for their increased disclosure and structured reports such as those published annually or periodically for their investors]. 

These frameworks, NASDAQ explains, include the Global Reporting Initiative Standards, (GRI); the standards of the Sustainable Accounting Standards Board (SASB) for 79 industries; the TCFD recommendations (the work of the FSB’s Task Force on Climate-Related for Financial Disclosures); and (as example) the guidance and frameworks for industry reporting such as GRESB for the real estate industry. Note: G&A Institute is the Data Partner for the GRI in the U.S.A., U.K. and Republic of Ireland.

The NASDAQ guide developed along the lines of such ESG / sustainability reporting “being voluntary” by private sector companies underscores that we are yet not quite at the “order to publish” from the United States stock exchanges.

Halfway ‘round the world, the Hong Kong and Singapore stock exchanges set the pace with such listed company rules.  In Hong Kong, listed companies must “comply or explain” for their ESG reporting; in Singapore, the rule is to publish the annual corporate sustainability report after 1/1/17 – also on comply or explain basis.

And in Europe, companies larger than certain market caps and employee counts must report on their CR activities; (“The European Directive of Non-Financial and Diversity Information by Certain Large Companies”, part of the EU’s Initiative of CSR.)

Getting to a “listed rule requirement” that exchange-listed companies must publish an annual or more frequent corporate sustainability report is a heavy lift in the U.S. capital markets, which typically reflect the direction of the political winds in Washington D.C. and the opinions within the corporate community. (Such as: this type of reporting means more work and expense.)

Right now, the chair of the SEC – the regulator of both the stock exchanges and publicly-traded companies – is a Republican and two other members of the five-member Commission are “Rs”.  Their party’s leader in the White House is busily dismantling environmental protection and other rules and pulling the U.S. out of the historic Paris Agreement on climate change.

Background:  The regulatory activities of the stock exchanges based in the United States are governed by statutes passed by the U.S. Congress (such as the Securities Act of 1933 and Exchange Act of 1934) and the stock exchanges therefore by federal law are designated as non-governmental “self-regulating organizations” or SROs. 

As SROs, the New York Stock Exchange and NASDAQ Exchange have certain authority to establish rules and regulations and set standards for companies (“issuers”) whose stock is listed for trading on their exchange.  Of course, the views of the listed company leaders and other stakeholders are considered when rules are being developed.

Proposed listing company or brokerage (“member”) rules are filed with the Securities & Exchange Commission (created by that 1934 law) to oversee and regulate certain activities. And so, the proposed rules for listed companies, brokerage firms and other entities are filed with SEC and public comment invited before SEC approval and then the exchange’s official adoption of the Rule.  

A recent NASDAQ SEC filing example is: “Notice of Filing of Proposed Rule to Adopt Additional Requirements for Listings in Connection with an Offering Under Regulation A of the Securities Act” in April 2019.

Should the U.S. exchanges adopt rules requiring corporate ESG reporting?  Could they?  Will they? Will SEC review and approve such rules for exchange-listed firms?  These are important questions for our times.  Of course, many people are “Staying Tuned!”

An important P.S.: The 1934 Act also ordered publicly traded companies to file annual and other periodic reports.  In the 1970s, the NYSE listing rules required listed companies to begin publishing quarterly reports; some of the listed companies reacted with great alarm. 

But shortly afterward the SEC made this a requirement for all listed companies. And so the familiar 10-K, 10-Q etc.  This extends to non-US companies raising capital in the U.S. such as listing their securities on an American exchange.

Note from Hank Boerner: This writer once served as the NYSE’s head of communications and as the Exchange’s advisor to listed company investor relations, corporate secretaries and corporate communicators on things like timely disclosure and related topics.

Our announcement of [new] listed company rules calling for quarterly corporate reporting and other reforms was quickly greeted by many more jeers than welcoming cheers! But today, quarterly reporting is a settled matter. One day, we may see the same for corporate sustainability reporting.

Click here to find out more about Hong Kong and Singapore exchange rules.

NASDAQ, NYSE, Hong Kong, Singapore – all are participating in the World Federation of Stock Exchanges (WFE) Principles to exert leadership in promoting a sustainable finance agenda. Those principles are explained in the report here.

This Week’s Top Stories

Nasdaq Launches Global Environmental, Social And Governance (ESG) Reporting Guide For Companies
(Thursday – May 23, 2019) Source: NASDAQ – Nasdaq (Nasdaq: NDAQ) has announced the launch of its new global environmental, social and governance (ESG) reporting guide to support public and private companies. The 2019 ESG Reporting Guide includes the latest… 

More information is available at: https://business.nasdaq.com/esg-guide

The FSB Task Force (TCFD) on Climate-Related Financial Disclosure And The Dramatic Contents of the Intergovernmental Panel on Climate Change – Hot Topics

A Brief Checklist of the Discussion for You This Week…

by Hank Boerner – Chair and Chief Strategist, G&A Institute

The Intergovernmental Panel on Climate Change (IPCC) was organized by the United Nations Environment Programme (UNEP) and the World Meteorological Organization (WMO) in 1988 (30 years ago!) to provide a “clear scientific view of the current state of knowledge in climate change and its potential environmental and socio-economic impacts”.

In the late 1970s, the discussion about climate change and global warming began to, well, pardon the pun – heat up!  Foreign Affairs magazine, in 1978 posed the question:  “What Might Man-Induced Climate Change Mean?”

“The West Antarctica Ice Sheet and CO2 Greenhouse Gas Effect” appeared in the authoritative publication, Nature in the same year.  The debate was on — and multi-lateral organizations and governments began to take note and respond. Ten years later the IPCC debuted on the global scene.

Over the years since there have many meetings and studies produced, with 195 countries eventually joining the IPCC membership.  Including, significantly, China, the USA, the United Kingdom, the Russian Federation, Germany, France, Italy, Ireland, Israel… and many other sovereigns. The membership list is here: http://www.ipcc.ch/pdf/ipcc-faq/ipcc_members.pdf

Thousands of scientists – subject matter experts – regularly participate in the work of the organization, which is typically around task forces and delving into specific issues.  This gives the IPCC findings and recommendations “a unique opportunity to provide rigorous and scientific information to decision-makers”. The work is policy-relevant but also policy-neutral and never policy-prescriptive.

In October 2018 the IPCC issued a Special Report on Global Warming of 1.5C (above pre-industrial levels) and the rising threat of climate change, as well as sustainable development (think of the SDGs) and efforts to wipe out poverty.

The report and related materials are here for you: http://www.ipcc.ch/

Our Top Story comes from our colleagues at Ethical Corporation, authored by Karen Luckhurst.  She reports on the related activities during a two-days of  meetings at which the FSB’s Task Force on Climate-Related Financial Disclosure (TCFD) recommendations and the  IPCC Special Report were analyzed and discussed by corporate and organizational leaders.

She shares with us 10 top takeaways from the TCFD discussions and includes the comments on key players – Richard Howitt, CEO of the IIRC; Susan Beverly of Abbott; Richa Bajpai of Goodera; GRI’s Pietro Bertazzi (head of sustainable development); Laura Palmeiro of Danone; Professor Donna Marshal at USC College of Business; Mark Lewis at Carbon Tracker; Katie Schmitz Eulitt of the Sustainable Accounting Standards Board; Mairead Keigher of NGO Shift (human rights organization); Daniel Neale at Corporate Human Rights Benchmark; Craig Davies at EBRD (investments); and Andre Stovin at AstraZeneca.

Richard Howitt of IRRC told the group that there is a major alignment soon to be announced with other reporting standards agencies (GRI, CDP) – watch for that.

Do read the Top Story this week.  And, mark your calendars – the Ethical Corp “Responsible Business Summits” are coming to San Diego, CA on November 12th; to New York City on March 18, 2019 and on to London for June 10th convening.  There is more information at:http://www.ethicalcorp.com/events.

Governance & Accountability Institute has been a long-term event media partner of Ethical Corporation events for going on 8 years.

This Week’s Top Story

Ten takeaways from the Sustainability Reporting and Communications Summit
(Tuesday – October 16, 2018) Source: Ethical Corp – Reporting on the SDGs, alignment between reporting standards, and the Task Force on Climate, Climate-Related Financial Disclosure were big topics during two days of high-level discussion…