On March 6th, the SEC announced that it is adopting amendments to its rules under the Securities Act and Securities Exchange Act that will make it mandatory for domestic and foreign registrants to include specific climate-related data in their annual reports and registration statements. The SEC initially proposed the rules in March 2022. The final rules will require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition.
The rules require the following climate-related disclosures:
- specific climate-related financial statement metrics and associated disclosures noted in the registrant’s audited financial statements
- the registrant’s greenhouse gas (GHG) emissions, which, for accelerated filers, for large accelerated filers, and for certain emission types, would be conditioned on assurance
- the registrant’s oversight of climate-related risks and applicable risk management processes
- information on climate-related targets and goals, and transition plans
The rules implement new transparency requirements for information related to the following:
- oversight of climate-related risks by the registrant’s board and management
- if the registrant has adopted a transition plan as part of its climate-related risk management strategy, a description of the plan
- if a registrant uses an internal carbon price, information regarding the price and how it is determined
- if the registrant uses scenario analysis to evaluate the flexibility of its business strategy to climate-related risks, a description of the scenarios used, as well as the parameters, assumptions, analytical choices, and projected principal financial effect
- the registrant’s direct GHG emissions (Scope 1) and indirect GHG emissions from purchased electricity and other forms of energy (Scope 2), separately disclosed, expressed both by disaggregated constituent greenhouse gases and in the aggregate, and in absolute terms not including offsets and in terms of intensity
- the effect of climate-related events (severe weather events and other natural conditions) and transition activities on the line items of a registrant’s consolidated financial statements and the financial estimates and assumptions used in the financial statements
Under the adopted rules, a registrant (including a foreign private issuer) would be required to:
- acquire an attestation report from an independent attestation service provider covering a minimum of Scopes 1 and 2 emissions disclosure if an accelerated or large accelerated filer
- include the climate-related disclosure in its registration statements and Exchange Act annual reports (for example on Form 10-K)
- submit Regulation S-K mandated climate-related disclosure in a separate, appropriately captioned section of its registration statement or annual report
- provide the Regulation S-X mandated climate-related financial statement metrics and related disclosure in a note to its consolidated financial statements
Finally, the rules require a registrant to tag the climate-related disclosures in a structured, machine-readable data language. Specifically, the rules require a registrant to tag climate-related disclosures in Inline eXtensible Business Reporting Language (Inline XBRL) in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual.
For additional information about the new rules, refer to the Fact Sheet on the SEC’s website.
The final rules are effective 60 days following the date of publication in the Federal Register. For specific compliance dates, see Section II.O. of The Enhancement and Standardization of Climate-Related Disclosures for Investors final rule.
Sources:
SEC Adopts Rules to Enhance and Standardize Climate-Related Disclosures for Investors (sec.gov)
Final Rule (sec.gov)