Get Interpretation: Commission Guidance Regarding Disclosure Related To Climate Change. Form 40N

In March 2022, the SEC announced a proposed rule that would require certain climate related disclosures in initial filings and annual financial reports. For environmentalist and proponents of environmental, social, and governance (ESG) reporting this was welcome news.

The SEC Guidance notes that registrants should consider whether international s relating to climate change will impact their business and should disclose those impacts that are material.

In March 2022, the SEC proposed requiring publicly listed companies to disclose climate risks, including their Scope 3 emissions when they are "material" and when companies have set reduction targets for them. The agency said such information is important for investors' due diligence.

SEC regulations require that annual reports to stockholders contain certified financial statements and other specific items. The certified financial statement must include a two-year audited balance sheet and a three-year audited statement of income and cash flows.

The interpretative guidance highlights four climate change risk areas as potential triggers of disclosure requirements: Impact of Legislation and Regulation—Consider whether the impact of certain existing and pending laws and regulations regarding climate change is material to the business.

At the end of April, with no action having yet been taken, S&P Global Market Intelligence reported that, based on a scoop from former SEC Commissioner Robert Jackson, the climate disclosure rulemaking that was targeted for adoption in April 2023 had now been pushed back to the fall—more specifically, October 2023.

In 1971, the Commission issued an interpretive release regarding the disclosure of the financial impact of compliance with environmental laws based on the materiality of information. Later, in 1982, the Commission adopted rules to address disclosure of environmental compliance costs.

Under Treasury's proposal, companies will have to disclose their current and anticipated climate-related risks over the short, medium and long term. This represents a significant change from previous financial reporting by requiring substantial forward-looking information.