SEC Focuses Efforts on Climate-Related Corporate Disclosures

By Noelani West, G&A Institute Analyst-Intern
The last decade has seen a surge in sustainability reporting among the largest U.S. companies. Recently published research from G&A Institute revealed that in 2020, 92 per cent of S&P 500 Index® companies published sustainability reports or disclosures, compared to just 20% in 2011.
G&A’s research also determined that sustainability reporting within Russell 1000 Index® companies has been steadily increasing, with 2020 seeing 70% of those companies publishing sustainability reports, compared to 60% in G&A’s 2018 analysis.
This is an encouraging trend, especially considering that until now, sustainability reporting in the U.S. has been voluntary. This is not the case in other countries around the world, with the UK, Japan, New Zealand, and Singapore mandating that publicly-traded companies disclose climate-related information as well as diversity and human rights data.
Many of these countries use the Task Force on Climate-Related Financial Disclosures recommendations (TCFD) as a foundation for their mandatory disclosure policies.
In the U.S. the U.S. Securities and Exchange Commission (SEC) requires publicly-traded companies to disclose certain material business and financial information, but currently mandates very little ESG disclosure. However, in 2021 it was confirmed that SEC staff are developing ways in which climate and ESG-related disclosures can be enhanced among public companies.  These new policies are expected to be announced in 2022, so let’s take a look at some key statements from SEC staff to help companies know what this may mean for them:

• In February 2021, the SEC’s Division of Corporation Finance announced an enhanced focus on climate-related disclosures in public company filings. This enhancement would build off guidelines established in the SEC’s 2010 Guidance Regarding Disclosure Related to Climate Change, which only require listed companies to disclose ESG issues that are deemed “material” to that company.
• In March 2021, the SEC announced the formation of a Climate and ESG Task Force, whose primary focus is to identify ESG-related misconduct. The SEC also opened up a forum for public comments as they apply to potential new SEC disclosure requirements and how or if current regulations should be modified. SEC Chairman Gary Gensler reported in July that, “Three out of every four of these responses support mandatory climate disclosure rules.”
• In June 2021, the S. House of Representatives, in a move backed by President Joseph Biden, approved a bill that would support the SEC’s efforts to require public companies to disclose climate-specific metrics. The bill, called the Corporate Governance Improvement and Investor Protection Act, would require publicly traded companies to periodically disclose information related to ESG performance metrics and would support the SEC by providing discretion to amend securities laws to build ESG disclosures into their standards. A section of the bill, titled the Climate Risk Disclosure Act of 2021, is directed at the SEC and requires the disclosure of information regarding climate change-related risks posed as well as strategies and actions to mitigate these risks. Specifically, issuers would be mandated to report direct and indirect greenhouse-gas emissions and disclose fossil fuel-related assets.

These proposed bills have not passed the U.S. Senate and while the specifics of a final bill are unknown, we have some idea of the impending changes and adaptations companies may need to make to their standard operating procedures relating to ESG reporting.
Companies that don’t already provide more holistic means of reporting their ESG data will need to prepare themselves to begin doing so.
To stay ahead and ensure they are best prepared for the upcoming new mandates, companies should first make the decision about which reporting metrics to use. Many companies opt for a combination of the Sustainability Accounting Standards Board (SASB) industry-specific metrics and those disclosures listed in the Global Reporting Initiative (GRI). The combination of the two frameworks provides a broad and standardized way for stakeholders to analyze data and make informed decisions. After metrics and reporting frameworks have been chosen, companies should next identify the gaps in the data they have already collected and the data they should disclose (as outlined in the different reporting frameworks).
The push for mandatory ESG reporting should not come as any surprise, as human rights and climate risks are at the forefront of society’s concerns, and investors are no exception. Investors are becoming increasingly more interested in ESG metrics of public companies so that they can make rational and informed investment decisions.
With societal ESG concerns continuing to grow, 2022 is sure to bring even higher percentages of corporate sustainability reporting. Whether it will be mandated by the SEC or not, companies should expect and be prepared for more stringent reporting requirements.
ABOUT THE AUTHOR
Noelani West is a G&A Analyst Intern and currently a senior at Columbia University in the City of New York, pursuing her undergraduate degree in Sustainable Development. Through an array of interdisciplinary coursework, she has been able to explore how sustainability is applied to in various fields and sectors. This has reinforced in her just how crucial and relevant these topics are. She hopes to launch a career in corporate sustainability, helping companies develop and implement ways to become more equitable and sustainable. Noelani is especially passionate about environmental sustainability as well as sustainability technology.