The SEC's pending climate disclosure rule

Implications for IR officers and corporate secretaries

Written for Investor Relations Magazine and Corporate Secretary

Prepare for evolving investor expectations, regulatory oversight and more

As the global focus on climate change intensifies, regulatory bodies are actively working to enhance climate-related disclosures in corporate reporting. A crucial step in this direction is the pending climate disclosure rule introduced by the SEC. Let’s delve into the implications of this rule for IROs and corporate secretaries, who play pivotal roles in ensuring effective communication and compliance within their organizations.

Understanding the SEC's pending climate disclosure rule

In brief, the SEC's proposed climate disclosure rule seeks to enhance transparency and consistency regarding climate-related information provided by public companies. Under this rule, public companies will be required to disclose specific information regarding their governance, strategies and risk management practices related to climate change. There are three categories of disclosure:

• Greenhouse-gas emissions – Scopes 1, 2 and 3 (with a safe harbor for liability from Scope 3 disclosure and forward-looking statements)

• Material climate risks and their impacts (often identified with a climate scenario analysis)

• Any targets or transition plans.

The primary objective is to enable investors to make more informed decisions and assess the financial risks and opportunities associated with climate change. Overall, the rule aims to establish a comprehensive framework that outlines the disclosure requirements, metrics and guidelines for reporting climate-related information.

Implications for IROs

• Evolving investor expectations

  • The proposed rule reflects the increasing demand from investors for comprehensive and reliable climate-related information

  • IROs will need to proactively engage with stakeholders, understand their evolving expectations and align the company's climate-related disclosures accordingly

  • This may involve enhancing investor communications, conducting dedicated ESG briefings and addressing climate-related concerns in a transparent manner

• Enhanced disclosure practices

  • IROs will need to work closely with cross-functional teams, including sustainability, finance and legal departments, to identify relevant climate-related risks and opportunities

  • Developing robust reporting frameworks and processes will be crucial to ensure accurate and consistent disclosures

  • IROs may also need to collaborate with external sustainability experts and auditors to validate and assure the credibility of disclosed information

• Impact on investor relations strategy

  • The pending rule will likely influence the overall investor relations strategy. IROs may need to integrate climate-related topics into investor presentations, roadshows and conferences

  • This could involve highlighting climate-related initiatives, targets and progress in achieving sustainability goals

  • A clear and compelling narrative that addresses climate-related risks and opportunities will be crucial for building investor confidence and attracting sustainable or responsible capital

Implications for corporate secretaries

• Regulatory compliance

  • Corporate secretaries play a critical role in ensuring regulatory compliance within an organization

  • The pending climate disclosure rule will require companies to establish systems and processes for monitoring, collecting and reporting climate-related information

  • Thus, corporate secretaries will need to collaborate closely with various departments to ensure the company's compliance with the new rule and associated reporting timelines

• Board oversight and governance

  • The climate disclosure rule will place an increased emphasis on board oversight of climate-related risks and opportunities

  • Corporate secretaries will be responsible for facilitating board discussions on climate-related matters, ensuring appropriate board-level policies and procedures are in place, and documenting the board's deliberations and actions

  • It will be essential to foster greater collaboration between the board, management and other stakeholders to address climate-related concerns effectively

• Disclosure document preparation

  • Corporate secretaries will have a vital role in preparing and overseeing the drafting of disclosure documents, such as annual reports and proxy statements

  • These documents will need to incorporate clear and accurate climate-related information in compliance with the new rule

  • Corporate secretaries will also need to work closely with internal and external legal counsel to ensure the accuracy, consistency, and appropriateness of the disclosures

Ultimately, the SEC's pending climate disclosure rule represents a significant development in the realm of corporate reporting. As it progresses, collaboration between IROs, corporate secretaries, sustainability teams, finance departments and legal counsel will be paramount. Embracing this rule as an opportunity to strengthen the organization’s approach to climate-related reporting will not only enhance stakeholder trust but also position the company for long-term resilience in the face of a changing climate. Adapting to evolving investor expectations, enhancing disclosure practices, integrating climate-related topics into investor relations strategies, ensuring compliance and fostering effective board oversight are all key areas that IROs and corporate secretaries must prioritize.