#1 Solution to Enable SEC Climate Disclosure
The time to measure your carbon footprint and build your climate strategy is now.
The time to measure your carbon footprint and build your climate strategy is now. The SEC has proposed new rules that would require your company to disclose its carbon footprint in reports filed with the SEC. This would compel accurate and reliable measurement of your greenhouse gas emissions, as well as disclosure of your strategic planning around climate-related risks and opportunities.
While many companies today already include climate data via an annual ‘sustainability report', mandatory disclosure under the SEC rule will require additional rigor in carbon accounting.
Persefoni is ready to help you simplify this complexity and measure your carbon footprint accurately, reliably, and in real-time, so you can comply with the SEC rules, easily disclose to your diverse stakeholders, and stay ahead of additional changes in regulations and standards. In many cases, Persefoni's Sustainability Advisory Board is actually helping draft these future regulations/standards in regions around the world.
Good carbon accounting software and market experience are necessary, but they may not be sufficient for all clients. That’s why Persefoni has partnered with Workiva, the market-leading software platform for SEC financial filings, simplifying SEC forms with a single cloud solution. This partnership helps clients integrate their carbon and financial disclosures into a single SEC filing.
The Persefoni and Workiva joint solution simplifies financial and ESG reporting by streamlining carbon emissions reporting and improving automation and internal controls across organizations in a changing regulatory environment.
Persefoni was purpose-built by executives from a Fortune 500 who lived this challenge first-hand; we have developed software and market intelligence to help you quickly and easily understand your carbon footprint so you can focus on the crucial work of building and implementing your climate strategy.
As your company prepares for compliance, Persefoni has created this web page to provide real-time and updated resources that can help.
SEC lawyer jumps to Persefoni; will help customers and partners to respond rapidly to evolving global climate disclosure regulations.
LINKS TO BLOGS AND E-BOOKS
We have also compiled a series of blogs and e-books helping you understand what carbon disclosure mandates are, what they might mean for your organization, and how to start preparing for them.
Key Elements of the SEC’s Climate Disclosure Proposing Release
Carbon Accounting 201: What are Carbon Disclosure Mandates? And Why are They Important?
To keep up to date with the SEC’s proposal throughout the comment period up to the adoption and implementation of the rule, Persefoni’s Chief Sustainability Officer and resident SEC expert, Kristina Wyatt (former SEC Sr. Counsel for Climate and ESG to the Director of the Division of Corporation Finance), will publish a newsletter. Click here to get updates on all of the SEC proposal updates and a host of other relevant information.
UPDATE (February 16, 2023): We continue to watch closely for the SEC to schedule an open meeting to discuss adoption of the corporate climate disclosure rules. We still expect the Commission to act on the rule in the first half of 2023, based on its Regulatory Flexibility Agenda, which has climate slated for H1. Naturally, that timing could very well be pushed out, but we remain on watch for the final rule. Meanwhile, we continue to hear speculation as to what will be in the final rule and, specifically, how it will differ from the proposal. Clearly, Scope 3 emissions disclosures are a controversial issue, with strong feelings both for and against having been expressed in various public forums. We have heard speculation that Scope 3 emissions will be included in the final rule, but subject to a longer phase-in period. There is discussion of the Commission bifurcating the rule and perhaps adopting it without Scope 3, or with only upstream Scope 3 emissions, and re-proposing the remainder. We have also heard that Scope 3 will be removed. We will have to wait to see where the Commission lands. Another provision of the proposal that has garnered significant focus is the note to the financial statements that would require disclosure of the financial impacts of climate change on the line items of financial statements, if the impact is at least 1% of the line item. Many commenters have argued that the 1% threshold is too low. Again, we'll have to wait to see what will come of that provision as the Commission moves to adoption.
While many eyes are watching the SEC, Persefoni is also closely following developments in other parts of the world. The International Sustainability Standards Board (ISSB) announced yesterday that its initial sustainability disclosure standards - S1- general sustainability standards, and S2, its climate-specific disclosure standards, will become effective next January. Like the SEC's proposed rule, the ISSB's standards draw on the framework of the Taskforce on Climate-related Financial Disclosures (TCFD). The ISSB standards also use the SASB's industry-specific standards. Persefoni's Emily Pierce and Anissa Vasquez are in Montreal for the ISSB meeting.
In California, two bills have been introduced to complement the SEC rule. Senators Scott Wiener introduced SB 253, which closely mirrors SB 260, which failed to pass the last legislative session by a single vote. SB 253 would require companies doing business in California with more than $1 billion in revenue to disclose their Scopes 1, 2, and 3 emissions. Senator Henry Stern introduced SB 261, which would require disclosure of climate-related financial emissions risks and the steps companies are taking to address those risks.
UPDATE (January 9, 2023): To no one's surprise, climate remains on the agenda. The SEC released its Fall 2022 Regulatory Flexibility Agenda, which reflects Chair Gensler's regulatory priorities for 2023. The Reg Flex Agenda lists adoption of the corporate climate disclosure rules as agenda items for the Spring. Specifically, the agenda indicates the rules will be adopted sometime in April of 2023. However, it bears noting that the April timeframe is purely indicative and many regulatory actions are slated for April. We will have to wait to get further information as to the timing of the final adopting release. As it did with the proposing release, the Commission will conduct an Open Commission Meeting (meaning the event is open to the public and broadcast by webcast), at which the Commission will vote on the final rules. The Commission publishes its Open Commission Meetings' agendas on its website approximately one week before the event. As promised, Persefoni will be keeping an eye on the SEC's website for further indications that the open meeting is impending. The SEC's two ESG rule proposals related to investment funds and investment advisors are also on the Regulatory Flexibility Agenda, however, they are not slated for Commission action until the Fall of 2023.
UPDATE (October 25, 2022): SEC Chair Gary Gensler, speaking to the securities industry association SIFMA earlier this week, reiterated that the climate rules are “not imminent.” This comes after the SEC reopened the comment period for the climate proposal and a handful of other proposals due to a technological error during the comment period that prevented some comments from being received by the Commission (see Oct. 8 below). The new comment period ends November 1. However, the technical issue is unlikely to significantly delay the final rule. The Commission has considerable work to sift through the 15,000 comment letters received on the proposal, including concerns expressed by members of Congress on both sides of the aisle with regard to certain aspects of the proposal.
UPDATE (October 8, 2022): The SEC announced yesterday it is reopening the comment period for certain rulemakings due to a technical error that might have prevented certain comment letters submitted through the SEC's online web form (between June and August) from being received by the SEC. The rulemakings impacted include the corporate climate disclosure proposal (The Enhancement and Standardization of Climate-Related Disclosures for Investors Release Nos. 33-11042, 34-94478 (Apr. 11, 2022)) as well as the two funds-related releases that address funds focused on climate and ESG ( Enhanced Disclosures by Certain Investment Advisers and Investment Companies About Environmental, Social, and Governance Investment Practices, Release Nos. 33-11068, 34-94985, IA-6034, IC-34594 (June 17, 2022) and Investment Company Names, Release Nos. 33-11067, 34-94981, IC-34593 (June 17, 2022)). The comment period for these releases has been extended by 14 days from the date on which the notice of the extension is published in the Federal Register. The SEC advises commenters who submitted comments through its website by the SEC's webform between June and August 2022 to check the SEC's website to ensure the comments were received and, if they weren't received, to take the opportunity to resubmit them following the procedures outlined in the SEC's Order Reopening the Comment Period.
FAQs:
Q: What does it mean that the SEC is "reopening the comment period?"
A: As it sounds, the SEC is allowing commenters to submit comments on the affected proposals during the new comment period.
Q: For how long will the new comment period last?
A: The new comment period will last for 14 days from the date on which the Commission's release reopening the comment period is published in the Federal Register. It is not clear when, precisely, the Commission's release will be published in the Federal Register, but it generally takes one to two weeks from the date of the Commission action.
Q: If someone submitted a comment via the webform on one of these releases between June and August 2022, what should they do?
A: The Commission advises such parties to check the SEC's website to ensure the comments were received and posted. If they were not, they are advised to resubmit.
Q: How should comments be submitted during the reopened comment period?
A: The Commission release describes the process for submitting comments during the reopened comment period. Comments can be submitted in electronic form through the SEC's web form, by email, or by mail, as described in the release.
Q: Is the reopened comment period limited to persons who previously submitted comments?
A: No. The Commission's release states "To further ensure that interested persons, including any affected commenters, have the opportunity to comment on the affected releases or to resubmit comments, the Commission is reopening the comment periods for certain Commission rulemaking releases listed herein." (Emphasis added)
Q: What will this mean for the timing of the adoption of final rules?
A: The Commission release does not address this question. It stands to reason, however, that the Commission might need some additional time to take account of any additional comments submitted during the reopened comment period.
Q: Are the climate-related proposals the only ones impacted by the technical error (and the only ones for which the comment periods have been reopened)?
A: No. Other proposals were impacted, and are listed in the Commission release.
UPDATE (September 19, 2022): SEC Chair Gary Gensler testified before the Senate Banking, Housing, and Urban Affairs Committee on September 15, 2022. Predictably, some Senators expressed support while others expressed opposition. Chair Gensler emphasized the proposal is designed to respond to investor demand for standardized climate-related information to help investors factor that into their investment decisions. He noted that many companies are already reporting significant climate data and the proposed rules would largely bring consistency, comparability, and reliability to that information, which is what investors have been requesting.
Chair Gensler was questioned about the proposal to require certain companies to disclose emissions information related to activities in their upstream and downstream value chains (Scope 3 emissions). Some senators expressed concern that the proposal would require companies to obtain emissions data from private companies and small businesses, such as family farmers. Chair Gensler explained that the proposal enables the use of estimates or industry average information. His statements implied that the fear that small farmers will be required to provide emissions data by the rule is misplaced.
The Chair did not provide an indication of when the Commission will issue final rules, however, he spoke to the staff being hard at work digesting the thousands of comment letters submitted on the proposal.
UPDATE (August 16, 2022): Today, the comment period closed for the SEC Proposed Rule on Enhanced Disclosures by Certain Investment Advisers & Companies About ESG Investment Practices. On behalf of Persefoni, Chief Sustainability Officer Tim Mohin submitted our third and final comment letter on the proposal that would require funds and investment advisors to disclose the GHG footprints of their portfolios and information on their ESG investment strategies. Persefoni supports the Proposed Rule and offered the SEC our perspective on the role technology does and can play in gathering and disclosing portfolio-level greenhouse gas emissions data cost-effectively while enhancing the usefulness of that climate-related information for investors, the public, and the funds/investment advisors themselves.
UPDATE (July 29, 2022): The SEC has posted on its website the comment letters submitted with regard to its climate disclosure proposal. In all, more than 14,000 letters were submitted. Approximately 10,000 of these are form letters following approximately 30 different formats, which are posted on the SEC's website. Several thousand of the letters are unique comment letters submitted by individuals and organizations. Below are some of the key themes that appear in the comment letters:
Whether the SEC has the authority to issue rules such as those proposed. The comment letters arguing for the SEC's authority include those submitted by Harvard Law School Professor John Coates, Ceres, Democrat members of the Congress, and Institutional Shareholder Services. The US Chamber of Commerce submitted this letter arguing that the SEC lacks such authority.
The financial risks posed by climate change. Some of the significant comment letters addressing these financial risks were submitted by Ceres, members of Congress, and Bloomberg.
Investor demand for climate disclosures. As You Sow and CalSTRS submitted letters providing substantial arguments demonstrating the investor demand for this information.
Materiality. Many letters address the application of materiality standards in the context of the proposal. Some of the noteworthy letters were submitted by the Gap, Fortive, the National Investor Relations Institute, Bloomberg, As you Sow, ExxonMobil, Amazon, and the US Chamber of Commerce.
Disclosure of Scope 3 greenhouse gas emissions. A number of companies and industry groups submitted letters opposing the proposed Scope 3 GHG emissions disclosure requirements with various arguments, including that the disclosure rules would be unduly burdensome, the data difficult to obtain, and liability for third party data would be unreasonable. Those expressing such concerns include the Gap, Dow Inc., and the US Chamber of Commerce. Others supported the proposed Scope 3 disclosure requirements, including Ceres, Bloomberg, As You Sow, CalSTRS, and the Science Based Targets Initiative. We also saw in today's announcements by the UK's FCA and FRC that a larger than expected number of premium listed companies were able to include Scope 3 statements.
Concerns over potential liability. A number of letters expressed concern over liability associated with the proposed disclosures and suggested modifications to the proposed disclosure provisions and expansion of safe harbors from liability. These included the Gap, Fortive, ExxonMobil, Chevron, and Amazon. On the other hand, As You Sow argued for a time-limited safe harbor for Scope 3 emissions disclosures.
Alignment with the ISSB, TCFD and GHG Protocol. Many commenters urged the SEC to align with the ISSB, TCFD, and/or the GHG Protocol, including Dow, Bloomberg, ISS, As You Sow, and CalSTRS, among others.
UPDATE (July 15, 2022): The SEC issued proposed climate disclosure regulations for public reporting companies in March 2022 in a broad-ranging proposal that weighed in at over 500 pages. The proposal would require public companies to disclose their GHG emissions in accordance with the Greenhouse Gas Protocol, narrative disclosure in line with the Taskforce on Climate-Related Financial Disclosures (TCFD), financial statement disclosure of the financial effects of climate change, and audit or attestation of the quantitative information. Smaller companies would be exempted from certain reporting requirements. The proposal would bring the US disclosure rules more closely in line with the direction of travel around the world.
The proposal was published for public comment with the comment period having ended in June with many thousands of comments having been submitted. The SEC is considering these comments and is expected to issue final rules in the coming months.
UPDATE (June 6, 2022): On May 25th, the SEC issued two new rule proposals targeting disclosures by ESG funds. The first proposal would require enhanced disclosure by investment advisors and investment companies about their ESG practices (the "ESG Proposal"). For most funds with an environmental focus, the proposal would require disclosure of GHG emissions footprint and intensity data presented substantially in accordance with the Partnership for Carbon Accounting Financials (“PCAF”) methodology. The second proposal seeks to amend the "Names Rule," which applies to investment companies whose names imply a particular investment approach, including "ESG," "green," or "climate" funds.
ESG Proposal
The ESG Proposal would amend the Investment Advisor and Investment Company rules to bring "consistent, comparable, and reliable information for investors concerning funds' and advisers' incorporation of environmental, social, and governance 'ESG' factors." The proposal recognizes the significant inflows to ESG-focused funds and other investment products over the last several years. Without disclosure requirements related to those funds, investors are at risk of being misled about the funds' actual ESG focus or performance. The proposed rule would bring consistency to funds' ESG disclosures and give investors more useful, comparable information on which to base their investment decisions.
General disclosure requirements for funds. The proposal would require disclosures in fund prospectuses and annual reports, at different levels of specificity depending on the ESG strategy employed by the fund. For example:
ESG integration funds - consider ESG factors along with other non-ESG factors in making investment decisions. These funds would need to provide a high-level discussion of how ESG factors are used in the investment process.
ESG-focused funds – use ESG factors as a principal consideration in the investment decision. These funds would be required to make detailed disclosures about their incorporation of ESG factors, including the inclusion of a table explaining the ESG strategy.
Impact funds – establish ESG goals as part of their mission. These funds would be required to disclose their specific goals and their progress toward meeting those goals.
Greenhouse gas emissions requirements. In addition to the disclosures described above, funds labeled as having an environmental focus would generally be required to provide GHG emission data. The exception would be for funds that state explicitly that they do not consider emissions as part of their investment decisions. Funds required to make GHG emissions disclosures would be required to disclose:
Their carbon footprint using a methodology based on the GHG Protocol and PCAF; and
The portfolio’s weighted average carbon intensity.
Disclosure requirements for investment advisors. The proposal would require investment advisors to include information in their Form ADV brochures concerning their ESG strategies, including whether they use an ESG integration, focused, or impact strategy. The release also reinforces the SEC’s view that advisors’ obligations under the Advisors’ Act require advisors to maintain compliance programs addressing the accuracy of ESG disclosures to ensure that their management of their portfolios is consistent with their disclosures. That is, advisors need to have programs in place to ensure they are doing what they say they are doing.
Proposed Amendments to the Names Rule
The proposed amendments to the Names Rule seek to curb greenwashing by investment funds. The names rule was first adopted in 2001 and requires funds with a name that suggests a particular investment focus (such as healthcare, regional, tax-exempt, etc.) to invest at least 80% of its assets in the type of investment indicated in its name.
The proposed amendments focus on funds with terms such as “ESG,” “green,” “climate” and similar terms in their names. The proposal defines specific uses of ESG terminology as materially deceptive and misleading. For example, “integration funds” – i.e., funds that consider ESG factors along with other factors in investment decisions, with no greater weight given to the ESG factors - would be presumptively misleading if they used “ESG” in their names since ESG factors are no more important than other factors in the fund investment decisions.
The proposed amendments would also require funds subject to the 80% investment policy to maintain written records documenting their compliance with the 80% investment policy provision of the rule. This means funds must maintain documentation of which investments are included in their 80% baskets and their basis for including those investments in the basket. The proposal does not specify the types of data that could form the basis for including investments in particular funds. For climate-focused funds, it stands to reason that data concerning portfolio companies’ GHG emissions would likely be on such data point.
UPDATE (June 3, 2022): Persefoni Chief Sustainability Officer Tim Mohin, on behalf of Persefoni, has submitted the second of three comment letters to the SEC as part of the comment period on the proposed rulemaking to enhance and standardize climate-related disclosures for investors. The first letter shared the results of the "Cost of Carbon" research conducted by the highly respected industry consulting firm ERM, which mirrored the SEC's own due diligence. The purpose of this second letter was to clarify misconceptions made by those in opposition to this proposal, particularly around Scope 3. The final letter will focus on the role of technology today in easing compliance burdens and enhancing the usefulness and reliability of climate data.
UPDATE (May 10, 2022): The comment period on the proposed rulemaking to enhance and standardize climate-related disclosures for investors has been extended until June 17, which is not unexpected. This release was very long and extensive, and the requests for comment have themselves been extensive, with more than 200 and counting - many containing multiple questions. The Commission is obligated by statute to solicit and take into consideration public comments when adopting new rules or rule amendments, and some of the commentary the Commission received was that people needed additional time to submit their comments. Again, not terribly surprising, given the broad interest in this topic, the length of the release, and the relatively short (60 day) comment period initially established. Many long rule proposals include a 90 day comment period to give the public ample time to formulate comments. The extension of the comment period is a reflection of the Commission's desire to get meaningful input and to be responsive to the requests for additional time. The staff will certainly continue reading new comment letters as they arrive, however, they also will continue working tangentially on the adopting release during the extended comment period. Additionally, there is nothing to indicate that the SEC's goal of having the rules adopted before the end of the year has changed.
Open Letter: How Business Leaders Should Prepare On Heels of the SEC Climate Proposal
“Investors are increasingly demanding reliable, comparable information from companies about their climate risks, because climate risk is financial risk. Companies, meanwhile, need a framework to evaluate their climate-related financial risks and clarity about what to report. The SEC’s proposals mark a big step toward giving issuers and investors what they need.”
“These proposals mark a critical milestone. There will be a comment process that will certainly inform any changes that the Commission makes when it adopts the final rules but the direction of travel is clear. The proposals draw on the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) and the Greenhouse Gas Protocol and are substantially aligned with climate disclosure rules and proposals in key jurisdictions, including the UK, EU, Japan, Hong Kong, and Singapore, as well as the standards expected to be proposed by the new International Sustainability Standards Board (ISSB) later this year.”
“As someone who has been working for decades to bring ESG into the mainstream of capital markets, the SEC climate disclosure proposal represents an inflection point. When this rule is adopted, it will enlist the power of the world’s largest capital market to address the world’s most urgent sustainability challenge – climate change.”
“The climate crisis is a threat to financial stability and the sustainability of our way of life. By providing investor-grade information on climate risk, the SEC’s proposed rule builds on the momentum of similar capital market regulations in New Zealand, the UK, and Japan. Aligning capital to urgent sustainability challenges such as climate change will accelerate global progress to a more sustainable future.”
"The SEC’s proposals will be a total game-changer. Climate risk is no longer a voluntary measure for companies to disclose, but a critical financial metric in the capital market. Together with Japan’s new rule, these proposals will create more transparency in corporate business models towards a net-zero world and help investors analyze the true values of portfolio companies."
“Climate risk is investment risk. As stewards of our clients’ capital, it’s imperative to receive high quality data direct from companies to better analyze risk. The SEC’s climate disclosure proposal is a critical step forward to create greater transparency into corporate business models and align with similar international capital market regulations.”
F.A.Q.
With more than 500 pages in this proposal, where do I start?
With more than 500 pages in this proposal, where do I start?
Although a document this size can seem overwhelming, one place to start is to read the summary version of the proposal. Or, you can follow our SEC expert Kristina’s newsletter as she distills the information into an easily digestible form.
I'm worried this could be really expensive
I'm worried this could be really expensive
If you use smart software, you won't need to spend hundreds of thousands of dollars in consulting fees just to calculate your footprint. This is complicated, yes. But that is why we have developed our CMAP - to make the process easier and less expensive so companies can spend their time and resources focusing on strategy.
Register here to watch our webinar on-demand on "Understanding the cost implications the SEC’s proposed climate-related disclosure rule." The webinar included conversation with experts from Persefoni, Ceres and ERM on the cost of climate change related disclosure.
I am worried about added litigation risk if I have to file climate data in my SEC filings
I am worried about added litigation risk if I have to file climate data in my SEC filings
The best defense is a record showing the steps you took to comply with the rules. Persefoni can provide a full audit trail that is critical to audit and assurance for carbon reporting. Verification of disclosures is essential to defend against any potential litigation or SEC enforcement actions.
Who is Persefoni and why should I care/know about you?
Who is Persefoni and why should I care/know about you?
Persefoni is the leading climate management and accounting platform (CMAP). We help our clients with an enterprise-level carbon accounting platform. With state-of-the-art accounting, your company can comply with climate disclosure regulations and investor demands.
We have brought together a team of passionate experts in sustainability, ESG, climate change, and technology to enable every organization and person with the technology to positively impact the health of planet Earth. To find out more about Climate Management and Accounting Platforms, please read this blog.
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