to provide certain disclosure if they voluntarily obtain assurance over any voluntary GHG. . emissions disclosure included in Commission filings.1222 However, requiring AFs and LAFs to. ...
periods for compliance with the GHG emissions disclosure and assurance requirements will. . provide additional time for registrants to seek out, and the markets to respond to increased. ...
their Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions. ...
Similarly, although one commenter recommended that the Commission require the. . disclosure only of targets or goals related to a registrant's GHG emissions,851 we decline to. ...
The Commission stated that by specifying minimum standards for the attestation. . provided with respect to GHG emissions disclosure by AFs and LAFs, the proposed rules should. ...
material climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.. . The final rules provide that a registrant is not required to include GHG emissions from a ...
We believe that. . requiring similar disclosure for GHG emissions attestation providers to be included in the annual. . report or registration statement that contains the attestation report is appropriate because it will ...
impact a company's GHG emissions disclosure should be reported at least in its Form 10-K, if not in its. . quarterly reports, as this information could significantly impact an investor's decision-making). ...
view omission of the disclosure as having significantly altered the total mix of information made. . available.. . A registrant's Scopes 1 and/or 2 emissions may be material because their calculation and. ...
of a registrant's Scopes 1 and 2 emissions disclosure, in light of the benefits that assurance. . provides.. . Finally, the Commission stated in the Proposing Release that it did not propose to require. ...
relatedly stated that mandatory disclosure of GHG emissions would enable investors to evaluate. . a registrant's progress towards achieving any publicly announced transition targets and goals,909. ...
that the proposed additional disclosure requirements for registrants should further assist investors. . in understanding the qualifications and suitability of the GHG emissions attestation provider ...
provide a check on the accuracy and completeness of a registrant's GHG emissions disclosure. . before the information is provided to investors, which as explained above, will likely result in. ...
Consistent with the Commission's statement in the Proposing Release, in order to. . attest to Scopes 1 and/or 2 emissions disclosure, a GHG emissions attestation provider will need to include. ...
The Commission proposed to require the disclosure of a registrant's GHG emissions as of. . the end of its most recently completed fiscal year in its Exchange Act annual report for that year. ...
a registrant to provide its GHG emissions disclosure sometime after the Exchange Act annual. . report deadline.998 Commenters recommended that the Commission permit registrants to include ...
unfavorable results from voluntary assurance services when that information would be. . meaningful to an investor evaluating the reliability of a registrant's GHG emissions disclosure. ...
standard is widely used in the marketplace such that registrants, GHG emissions attestation. . providers, and investors have significant experience using, or evaluating disclosure assured. ...
registrants to continue to follow the GHG Protocol in this regard would mitigate the compliance. . burden of GHG emissions disclosure because those registrants would not be required to ...
which the voluntary assurance services relate.. . Under the final rules, a registrant is responsible for disclosing the required information ...
issuers and registered brokers and dealers and does not include attestation engagements for GHG emissions. . disclosure within its scope ...
topemissions attestation report pursuant to Item 1506(a) to disclose certain information if the. . registrant's GHG emissions disclosure were voluntarily subjected to third-party assurance, which.
topAlthough requiring the disclosure of any fees, including non-attestation fees, received by the. . GHG emissions attestation provider from the registrant would provide investors with important
topAlthough requiring the disclosure of any fees, including non-attestation fees, received by the. . GHG emissions attestation provider from the registrant would provide investors with important.
topitems of disclosure to be provided by the registrant in the filing that includes the attestation. . report (where the GHG emissions and other climate-related disclosures are presented), based on.
topitems of disclosure to be provided by the registrant in the filing that includes the attestation. . report (where the GHG emissions and other climate-related disclosures are presented), based on.
topBecause we believe that requiring the disclosure of information regarding changes in, and. . disagreements with, a GHG emissions attestation provider would provide investors with.
topThe Commission stated that by specifying minimum standards for the attestation. . provided with respect to GHG emissions disclosure by AFs and LAFs, the proposed rules should
topConsistent with the Commission's statement in the Proposing Release, in order to. . attest to Scopes 1 and/or 2 emissions disclosure, a GHG emissions attestation provider will need to include.
topConsistent with the Commission's statement in the Proposing Release, in order to. . attest to Scopes 1 and/or 2 emissions disclosure, a GHG emissions attestation provider will need to include
topdisclosure about whether the GHG emissions attestation provider has a license from an. . accreditation body, the Commission instead should require a GHG emissions attestation provider
topThe Commission stated that by specifying minimum standards for the attestation. . provided with respect to GHG emissions disclosure by AFs and LAFs, the proposed rules should.
topFor example, the Commission stated that an AF or LAF could voluntarily include an attestation. . report at the limited assurance level for its GHG intensity metrics or its Scope 3 emissions disclosure
topThe Commission stated that by specifying minimum standards for the attestation. . provided with respect to GHG emissions disclosure by AFs and LAFs, the proposed rules should.
topdisclosure about whether the GHG emissions attestation provider has a license from an. . accreditation body, the Commission instead should require a GHG emissions attestation provider.
topstandard is widely used in the marketplace such that registrants, GHG emissions attestation. . providers, and investors have significant experience using, or evaluating disclosure assured.
topthat the proposed additional disclosure requirements for registrants should further assist investors. . in understanding the qualifications and suitability of the GHG emissions attestation provider
topstandard is widely used in the marketplace such that registrants, GHG emissions attestation. . providers, and investors have significant experience using, or evaluating disclosure assured.
topassurance level beginning the third fiscal year after the compliance date for disclosure of GHG. . emissions. An LAF must file an attestation report at the limited assurance level beginning the.
topWe believe that. . requiring similar disclosure for GHG emissions attestation providers to be included in the annual. . report or registration statement that contains the attestation report is appropriate because it will
topprovide a check on the accuracy and completeness of a registrant's GHG emissions disclosure. . before the information is provided to investors, which as explained above, will likely result in.
topthe GHG emissions disclosure, which, as discussed above, provides investors with information. . about a registrant's business, results of operations, and financial condition
topunfavorable results from voluntary assurance services when that information would be. . meaningful to an investor evaluating the reliability of a registrant's GHG emissions disclosure
topwhich the voluntary assurance services relate.. . Under the final rules, a registrant is responsible for disclosing the required information
topunfavorable results from voluntary assurance services when that information would be. . meaningful to an investor evaluating the reliability of a registrant's GHG emissions disclosure.
toprequire a registrant to disclose within the separately captioned "Climate-Related Disclosure". . section in the filing the following information if the registrant's GHG emissions disclosures were.
toprequire a registrant to disclose within the separately captioned "Climate-Related Disclosure". . section in the filing the following information if the registrant's GHG emissions disclosures were
toprelatedly stated that mandatory disclosure of GHG emissions would enable investors to evaluate. . a registrant's progress towards achieving any publicly announced transition targets and goals,909.
topemissions disclosure and help investors compare the GHG emissions data when making their risk. . assessments regarding a registrant.955 Still other commenters supported the proposed.
topin order to provide investors a consistent view of the registrant's business across its financial and. . GHG emissions disclosures.
topthe GHG emissions disclosure, which, as discussed above, provides investors with information. . about a registrant's business, results of operations, and financial condition.
topcompany's equity is derived from expected future cash flows, disclosure of GHG emissions can. . help investors understand whether those emissions are likely to subject the registrant to a
topcompany's equity is derived from expected future cash flows, disclosure of GHG emissions can. . help investors understand whether those emissions are likely to subject the registrant to a
topThe Commission proposed to require the disclosure of a registrant's GHG emissions as of. . the end of its most recently completed fiscal year in its Exchange Act annual report for that year.
topa registrant to provide its GHG emissions disclosure sometime after the Exchange Act annual. . report deadline.998 Commenters recommended that the Commission permit registrants to include
topSimilarly, although one commenter recommended that the Commission require the. . disclosure only of targets or goals related to a registrant's GHG emissions,851 we decline to.
topa registrant to provide its GHG emissions disclosure sometime after the Exchange Act annual. . report deadline.998 Commenters recommended that the Commission permit registrants to include.
topAlthough the final rules do not require a registrant that has obtained voluntary assurance. . over its GHG emissions disclosure to file or furnish an assurance report to the Commission, for.
topSimilarly, although one commenter recommended that the Commission require the. . disclosure only of targets or goals related to a registrant's GHG emissions,851 we decline to
top(3) A registrant that is required to provide Scope 1 and/or Scope 2 emissions disclosure. . pursuant to 229.1505 that obtains voluntary assurance over its GHG emissions disclosure prior.
topassurance services over GHG emissions disclosure obtained by the registrant.1614 Again, this is. . the same requirement that applies to AFs and LAFs in Item 1506(d).
topthe avoidance of doubt, and in response to commenters,1620 we are amending Rule 436 to provide. . that any description of assurance services regarding a registrant's GHG emissions disclosure
topthe avoidance of doubt, and in response to commenters,1620 we are amending Rule 436 to provide. . that any description of assurance services regarding a registrant's GHG emissions disclosure
topassurance services over GHG emissions disclosure obtained by the registrant.1614 Again, this is. . the same requirement that applies to AFs and LAFs in Item 1506(d).
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.. . The final rules provide that a registrant is not required to include GHG emissions from a
top. a registrant to provide its GHG emissions disclosure sometime after the Exchange Act annual. . report deadline.998 Commenters recommended that the Commission permit registrants to include
toptheir Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions
toptheir Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions
topAs discussed above, a significant number of commenters supported the Commission's. . proposal to require certain registrants to obtain mandatory assurance over GHG emissions.
toptheir Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions.
toptheir Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions
toptheir Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions.
topperiods for compliance with the GHG emissions disclosure and assurance requirements will. . provide additional time for registrants to seek out, and the markets to respond to increased.
topregistrants to continue to follow the GHG Protocol in this regard would mitigate the compliance. . burden of GHG emissions disclosure because those registrants would not be required to
topregistrants to continue to follow the GHG Protocol in this regard would mitigate the compliance. . burden of GHG emissions disclosure because those registrants would not be required to
topperiods for compliance with the GHG emissions disclosure and assurance requirements will. . provide additional time for registrants to seek out, and the markets to respond to increased.
topGHG emissions disclosure requirement to be proportionally greater for such registrants, not. . requiring SRCs and EGCs to disclose their Scopes 1 and/or 2 emissions will help address these.
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.
topInstead, consistent with the FER Statement's suggestion, the GHG emissions. . disclosure requirements are intended to help investors understand the risks to which registrants are subject.
topgoal and the attendant effects on the registrant's business, results of operations, or financial. . condition. While the final GHG emissions disclosure provision will not apply to as many
topBy requiring disclosure of GHG emissions for. . specified registrants for the same historical periods as those included in the financial statements.
topand GHG emissions disclosure.1615 One commenter stated that the Commission should not. . require the disclosure of oversight inspection programs because it could wrongly suggest that.
topthat some registrants have voluntarily obtained reasonable assurance over their GHG emissions. . disclosure.1236 In addition, one commenter stated that it agreed with the Commission's statement
topprogram would further facilitate investors'evaluation of the reliability of the assurance results. . and GHG emissions disclosure.1615 One commenter stated that the Commission should not
topemissions disclosure.1202 As the Commission explained in the Proposing Release, obtaining. . assurance over GHG emissions disclosure provides investors with an additional degree of.
topto provide certain disclosure if they voluntarily obtain assurance over any voluntary GHG. . emissions disclosure included in Commission filings.1222 However, requiring AFs and LAFs to.
topassurance over their GHG emissions disclosure beginning the seventh fiscal year after the. . compliance date for Item 1505.1230 In a change from the proposal, AFs will not be required to.
topLAFs must comply with the GHG emissions disclosure requirement. . beginning with their second fiscal year of compliance with the final rules, while non-exempt AFs.
top2496 In addition, we note that exempting EGCs from the GHG emissions. . disclosure requirement will significantly reduce the compliance burden of the final rules for most
topthese compliance burdens, the final rules provide SRCs and EGCs certain accommodations,. . including being exempt from the GHG emissions disclosure requirement and the accompanying
topdisclosures that are not required to be assured pursuant to Item 1506(a).1262 For filings made. . after the compliance date for the GHG emissions disclosure requirements but before Item
topthese compliance burdens, the final rules provide SRCs and EGCs certain accommodations,. . including being exempt from the GHG emissions disclosure requirement and the accompanying
topsuch disagreement and whether it could have impacted the reliability of the GHG emissions. . disclosure, which, as discussed in Section II.H above, provides investors with information about.
topcontinuing to elicit more decision-useful information for investors about climate-related risks.. . 798. . 2. Different approaches to assurance over GHG emissions disclosures.
topThis revised approach to GHG emissions disclosure will provide investors with. . information they need to make informed investment and voting decisions while addressing.
topcontinuing to elicit more decision-useful information for investors about climate-related risks.. . 798. . 2. Different approaches to assurance over GHG emissions disclosures
topcontinuing to elicit more decision-useful information for investors about climate-related risks.. . 798. . 2. Different approaches to assurance over GHG emissions disclosures
topcontinuing to elicit more decision-useful information for investors about climate-related risks.. . 798. . 2. Different approaches to assurance over GHG emissions disclosures
top. emissions disclosure and help investors compare the GHG emissions data when making their risk. . assessments regarding a registrant.955 Still other commenters supported the proposed.
topimpact a company's GHG emissions disclosure should be reported at least in its Form 10-K, if not in its. . quarterly reports, as this information could significantly impact an investor's decision-making).
topwould consider assurance services over GHG emissions disclosure to be within the scope of an. . oversight inspection program if it is possible for the assurance services to be inspected pursuant
topmanure management system when disclosing its overall Scopes 1 and 2 emissions pursuant to 17. . CFR 229.1505(a)(1).1061 This exclusion from the GHG emissions disclosure requirement has
topto require the disclosure in the filing that contains the GHG emissions disclosures and attestation. . report (e.g., a registration statement or an annual report that requires disclosure pursuant to Item
toptheir Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions
topdetermine whether the assurance services have enhanced the reliability of the GHG emissions. . disclosure.2888 However, the liability and accompanying litigation risk associated with including.
topdetermine whether the assurance services have enhanced the reliability of the GHG emissions. . disclosure.2888 However, the liability and accompanying litigation risk associated with including.
topThe Commission stated that by specifying minimum standards for the attestation. . provided with respect to GHG emissions disclosure by AFs and LAFs, the proposed rules should
topto provide certain disclosure if they voluntarily obtain assurance over any voluntary GHG. . emissions disclosure included in Commission filings.1222 However, requiring AFs and LAFs to.
topassurance services over GHG emissions disclosure obtained by the registrant.1614 Again, this is. . the same requirement that applies to AFs and LAFs in Item 1506(d)
topassurance services over GHG emissions disclosure obtained by the registrant.1614 Again, this is. . the same requirement that applies to AFs and LAFs in Item 1506(d)
top1012 As discussed in section II.O below, LAFs will have a one-year transition period before they are required to. . comply with the final rule's GHG emissions disclosure requirements
topthe compliance date for 229.1505 and thereafter, the attestation engagement must be at a. . reasonable assurance level and cover the registrant's Scope 1 and/or Scope 2 emissions
topa Form 10-K/A or its Form 10-Q for the second quarter of its current fiscal year containing the prior year's. . emissions disclosure and (2) the registrant, pursuant to Item 1505(c)(1), discloses the information required.
topview omission of the disclosure as having significantly altered the total mix of information made. . available.. . A registrant's Scopes 1 and/or 2 emissions may be material because their calculation and.
topdisclosure requirement for Scopes 1 and 2 emissions, however, the Commission proposed to. . require the disclosure of a registrant's Scope 3 emissions only if those emissions are material, or
topSimilarly, although one commenter recommended that the Commission require the. . disclosure only of targets or goals related to a registrant's GHG emissions,851 we decline to.
top. commenter opposed a disaggregated disclosure requirement for GHG emissions unless a. . registrant's particular industry required such disclosure.961.
topto enhance the data's comparability.994 One commenter further stated that the timing of a. . registrant's emissions data disclosure should be coincident with its financial statement data.
top. commenter opposed a disaggregated disclosure requirement for GHG emissions unless a. . registrant's particular industry required such disclosure.961
topto enhance the data's comparability.994 One commenter further stated that the timing of a. . registrant's emissions data disclosure should be coincident with its financial statement data
topto enhance the data's comparability.994 One commenter further stated that the timing of a. . registrant's emissions data disclosure should be coincident with its financial statement data.
topConsistent with the Commission's statement in the Proposing Release, in order to. . attest to Scopes 1 and/or 2 emissions disclosure, a GHG emissions attestation provider will need to include.
topThe Proposing Release included a request for comment asking if, in lieu of only requiring. . disclosure about whether the GHG emissions attestation provider has a license from an.
topThe Proposing Release included a request for comment asking if, in lieu of only requiring. . disclosure about whether the GHG emissions attestation provider has a license from an.
topassurance level beginning the third fiscal year after the compliance date for disclosure of GHG. . emissions. An LAF must file an attestation report at the limited assurance level beginning the
topFor example, the Commission stated that an AF or LAF could voluntarily include an attestation. . report at the limited assurance level for its GHG intensity metrics or its Scope 3 emissions disclosure.
topis an AF or an LAF to include in the relevant filing an attestation report covering the disclosure. . of its Scope 1 and Scope 2 emissions and to provide certain related disclosures about the service.
topis an AF or an LAF to include in the relevant filing an attestation report covering the disclosure. . of its Scope 1 and Scope 2 emissions and to provide certain related disclosures about the service.
topFor example, some registrants released 2021 reports detailing 2020 data as late as November 2021.").. . 690. . the second and third fiscal years after the Scopes 1 and 2 emissions disclosure compliance date,.
topGHG emissions disclosure requirement to be proportionally greater for such registrants, not. . requiring SRCs and EGCs to disclose their Scopes 1 and/or 2 emissions will help address these.
topGHG emissions disclosure requirement to be proportionally greater for such registrants, not. . requiring SRCs and EGCs to disclose their Scopes 1 and/or 2 emissions will help address these.
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.. . The final rules provide that a registrant is not required to include GHG emissions from a
topinvestors with information that is important to understanding the reported emissions data and. . associated risks1048 without burdening registrants by requiring disclosure of detailed information
topinvestors with information that is important to understanding the reported emissions data and. . associated risks1048 without burdening registrants by requiring disclosure of detailed information.
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.
topinvestors with information that is important to understanding the reported emissions data and. . associated risks1048 without burdening registrants by requiring disclosure of detailed information.
topof a registrant's Scopes 1 and 2 emissions disclosure, in light of the benefits that assurance. . provides.. . Finally, the Commission stated in the Proposing Release that it did not propose to require.
topof a registrant's Scopes 1 and 2 emissions disclosure, in light of the benefits that assurance. . provides.. . Finally, the Commission stated in the Proposing Release that it did not propose to require
topof the emissions in the United States already report their emissions pursuant to the EPA's. . Greenhouse Gas Reporting Program, the Commission's proposed emissions disclosure
topconcerns regarding the disclosure of GHG emissions data that may be immaterial. This approach. . will also limit the compliance costs of the final rules, as it will not require disclosure of GHG
topwith respect to Scope 3 emissions disclosure.. . 3007 See letter from AEPC.. . 735. . initial set up and ongoing compliance costs for a typical retailer will be more than 35 times the.
topwould increase compliance costs and raise a registrant's liability exposure so that the total cost of. . the Scope 3 emissions disclosure would likely exceed its benefit.939 Because of the difficulties
topwould increase compliance costs and raise a registrant's liability exposure so that the total cost of. . the Scope 3 emissions disclosure would likely exceed its benefit.939 Because of the difficulties
topwould increase compliance costs and raise a registrant's liability exposure so that the total cost of. . the Scope 3 emissions disclosure would likely exceed its benefit.939 Because of the difficulties
topNevertheless, we use this cost. . information to the extent possible to inform our assessment of the expected compliance costs of
topwould increase compliance costs and raise a registrant's liability exposure so that the total cost of. . the Scope 3 emissions disclosure would likely exceed its benefit.939 Because of the difficulties.
topservice provider at a "limited assurance" level1077 for fiscal years 2 and 3 after the Scopes 1 and. . 2 emissions disclosure compliance date and at a reasonable assurance level1078 for fiscal year 4.
topservice provider at a "limited assurance" level1077 for fiscal years 2 and 3 after the Scopes 1 and. . 2 emissions disclosure compliance date and at a reasonable assurance level1078 for fiscal year 4
toptheir Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions
topaddition to more robust corporate governance on climate, investors are calling for disclosure on key issues. . including greenhouse gas emissions targets, transition plans (including policies to ensure a just transition.
topIn addition, to facilitate investors'assessment of particular types of risk, the final rules. . require:. . Disclosure of Scope 1 and/or Scope 2 emissions on a phased in basis by certain larger
top. relatedly stated that mandatory disclosure of GHG emissions would enable investors to evaluate. . a registrant's progress towards achieving any publicly announced transition targets and goals,909
topbenefit to investors.926 Relatedly, one commenter raised concerns that Scope 3 emissions.
topto disclose its GHG emissions, including its Scopes 1 and 2 emissions.1058 Such treatment is. . consistent with the scaled disclosure approach that is sometimes adopted for SRCs and EGCs.
topto disclose its GHG emissions, including its Scopes 1 and 2 emissions.1058 Such treatment is. . consistent with the scaled disclosure approach that is sometimes adopted for SRCs and EGCs.
topto disclose its GHG emissions, including its Scopes 1 and 2 emissions.1058 Such treatment is. . consistent with the scaled disclosure approach that is sometimes adopted for SRCs and EGCs
topGHG emissions disclosure requirement to be proportionally greater for such registrants, not. . requiring SRCs and EGCs to disclose their Scopes 1 and/or 2 emissions will help address these
topmanure management system when disclosing its overall Scopes 1 and 2 emissions pursuant to 17. . CFR 229.1505(a)(1).1061 This exclusion from the GHG emissions disclosure requirement has
topwhereas the TCFD requires a company to disclose its Scopes 1 and 2 emissions, without specifying. . whether the disclosure must be on a disaggregated basis
topof the emissions in the United States already report their emissions pursuant to the EPA's. . Greenhouse Gas Reporting Program, the Commission's proposed emissions disclosure
toprequire the disclosure of Scope 1 emissions and/or Scope 2 emissions metrics1011 by LAFs and. . AFs that are not SRCs or EGCs, on a phased in basis,1012 if such emissions are material.1013.
topBoth tables show the phase in for the Scopes 1 and 2 emissions disclosure requirements. Both. . LAFs and non-exempt AFs are subject to the requirement to disclose their Scopes 1 and 2
topBoth tables show the phase in for the Scopes 1 and 2 emissions disclosure requirements. Both. . LAFs and non-exempt AFs are subject to the requirement to disclose their Scopes 1 and 2.
toprequire the disclosure of Scope 1 emissions and/or Scope 2 emissions metrics1011 by LAFs and. . AFs that are not SRCs or EGCs, on a phased in basis,1012 if such emissions are material.1013.
tophour (PRA Table 4A) and external professional cost effects (PRA Table 4B) of the final rules.. . Both tables show the phase in for the Scopes 1 and 2 emissions disclosure requirements. Both. . LAFs and non-exempt AFs are subject to the requirement to disclose their Scopes 1 and 2
topThe Commission stated that by specifying minimum standards for the attestation. . provided with respect to GHG emissions disclosure by AFs and LAFs, the proposed rules should
top3203 In each table, all numbers have been rounded to the nearest whole number.. . 817. . emissions disclosure. While LAFs will initially be required to obtain an attestation report at the.
top2288 registrants will be required to provide disclosure for the registrant's most. . recently completed fiscal year for which audited financial statements are included in the filing in
topthe GHG emissions disclosure, which, as discussed above, provides investors with information. . about a registrant's business, results of operations, and financial condition.
topdisclosure, which, as discussed in Section II.H above, provides investors with information about. . a registrant's business, results of operations, and financial condition.
topdisclosure, which, as discussed in Section II.H above, provides investors with information about. . a registrant's business, results of operations, and financial condition
topfundamental to investors'understanding of the nature of a registrant's business and its operating. . prospects and financial performance and, therefore, should be presented together with other.
topfundamental to investors'understanding of the nature of a registrant's business and its operating. . prospects and financial performance and, therefore, should be presented together with other
topdisclosure requirements as other financial risks.2435 Another commenter stated that the proposed. . requirement should apply to any material change in a registrant's disclosure related to
topbalance sheet, even if the disclosure threshold for one of the financial statements is not triggered.. . One commenter suggested that a registrant could "game" the rules by classifying costs as.
topthe GHG emissions disclosure, which, as discussed above, provides investors with information. . about a registrant's business, results of operations, and financial condition
top1500, as long as the applicable Commission filing requires the registrant to comply with subpart. . 1500. Including disclosure of the financial statement effects in a note to the financial statements,
topyears,12 most recently issuing guidance in 2010 ("2010 Guidance") on how existing rules may. . require disclosure of climate-related risks and their impacts on a registrant's business or financial
topof disaggregated disclosure in a registrant's financial statements is also supported by concepts set. . forth in FASB ASC Topic 606 Revenue from Contracts with Customers and IFRS 15 Revenue.
topclimate-related risks, by making the climate-related risk disclosure requirements less. . prescriptive, and by specifying the time frames during which a registrant should describe.
topclimate-related risks, by making the climate-related risk disclosure requirements less. . prescriptive, and by specifying the time frames during which a registrant should describe
topclimate-related risks, by making the climate-related risk disclosure requirements less. . prescriptive, and by specifying the time frames during which a registrant should describe.
topassessing, and managing material climate-related risks.2890 A registrant with such a process. . should address, as applicable, the following non-exclusive list of disclosure items: (1) how it.
topbecause information concerning climate-related risks involving a registrant's value chain may be. . more important to investors than such risks involving a registrant's own operations, disclosure of.
topbecause information concerning climate-related risks involving a registrant's value chain may be. . more important to investors than such risks involving a registrant's own operations, disclosure of
topview the Commission's current disclosure regime already requires a registrant to disclose. . climate-related risks if material, adoption of the proposed rules would impose a significant
topto require a registrant to include the climate-related disclosure in Securities Act or Exchange Act. . registration statements and Exchange Act annual reports in a separately captioned "Climate
topThe Commission proposed to apply the proposed climate-related disclosure rules to a. . registrant with Exchange Act reporting obligations pursuant to Exchange Act section 13(a)2376 or.
topThe final rules provide that a registrant (both domestic and foreign private issuer73) must:. . File the climate-related disclosure in its registration statements and Exchange Act annual
topA registrant may also incorporate by reference some of the climate-related disclosures. . from other filed registration statements or Exchange Act reports if the incorporated disclosure is
topThe Commission proposed to apply the proposed climate-related disclosure rules to a. . registrant with Exchange Act reporting obligations pursuant to Exchange Act section 13(a)2376 or
topto require a registrant to include the climate-related disclosure in Securities Act or Exchange Act. . registration statements and Exchange Act annual reports in a separately captioned "Climate.
topitems of disclosure to be provided by the registrant in the filing that includes the attestation. . report (where the GHG emissions and other climate-related disclosures are presented), based on.
topitems of disclosure to be provided by the registrant in the filing that includes the attestation. . report (where the GHG emissions and other climate-related disclosures are presented), based on.
topitems of disclosure to be provided by the registrant in the filing that includes the attestation. . report (where the GHG emissions and other climate-related disclosures are presented), based on
topbecause information concerning climate-related risks involving a registrant's value chain may be. . more important to investors than such risks involving a registrant's own operations, disclosure of
topalso reduce investors'costs of acquiring and processing climate-related information by. . facilitating investors'analysis of a registrant's disclosure and assessing its management of
topconcepts that tie climate-related risk disclosure considerations to matters that may affect the. . results of operations, financial condition, or business strategy of a registrant.
topconcepts that tie climate-related risk disclosure considerations to matters that may affect the. . results of operations, financial condition, or business strategy of a registrant
topresponding to the Commission's proposed amendments to Regulation S-X, recommended. . requiring the disclosure of a registrant's actual discrete and separable climate-related.
topresponding to the Commission's proposed amendments to Regulation S-X, recommended. . requiring the disclosure of a registrant's actual discrete and separable climate-related.
topForms S-3 and F-3 because the climate-related disclosure would be included in a registrant's Form 10-K or. . 20-F annual report that is incorporated by reference into those Securities Act registration statements.
topoffsets and RECs as a material component of its plan to achieve a disclosed climate-related target. . or goal, and therefore disclosure would be required for the carbon offsets and RECs
top819 See letter from PwC (recommending that the Commission clarify that the disclosure of voluntary targets or. . goals applies only to targets and goals that have been publicly announced by the registrant, its subsidiaries
topopportunities are unrelated to the registrant's core or existing lines of business.2206 Relatedly,. . one commenter requested that the Commission clarify that the disclosure of opportunities is.
topopportunities are unrelated to the registrant's core or existing lines of business.2206 Relatedly,. . one commenter requested that the Commission clarify that the disclosure of opportunities is
toptransition activities.1895 For example, one commenter urged the Commission to clarify when a. . transition activity ends, asserting that it was not clear if a registrant's disclosure obligation would.
top2581 See discussion supra section I.A; Proposing Release sections I.A, IV.A.2; see also supra section II.B. for. . discussion of the historical evolution of Commission rules requiring registrant disclosure
topview the Commission's current disclosure regime already requires a registrant to disclose. . climate-related risks if material, adoption of the proposed rules would impose a significant.
topbecause they believed that the Commission's existing rules already require the disclosure of. . material risks and how the registrant is managing them.733 Other commenters stated that the.
top... The final rules provide a phase in for another set of information -the material expenditures disclosure. . requirement, which will be provided pursuant to either Item 1502, as part of a registrant's strategy.
topthe contextual information required by paragraph (a) of this section.. . (f) Recoveries. If a registrant is required to provide disclosure pursuant to paragraphs (c).
topannounced climate-related strategy or initiative.577 Conditioning the disclosure requirement in. . this way could deprive investors of needed information solely because the registrant has not yet
topthe disclosure of offsets or RECs is intended to provide investors with the decision-useful. . information they need to understand a registrant's strategy to mitigate or adapt to the realized or.
topthe disclosure of offsets or RECs is intended to provide investors with the decision-useful. . information they need to understand a registrant's strategy to mitigate or adapt to the realized or
topthe disclosure of offsets or RECs is intended to provide investors with the decision-useful. . information they need to understand a registrant's strategy to mitigate or adapt to the realized or.
topthe disclosure of offsets or RECs is intended to provide investors with the decision-useful. . information they need to understand a registrant's strategy to mitigate or adapt to the realized or
topdisagree with that commenter's characterization of the rule. In requiring the disclosure of certain. . information about a registrant's use of offsets or RECs when such use is a material component of.
topThe Commission proposed to require a registrant, including a foreign private issuer, that. . is an AF or an LAF to include in the relevant filing an attestation report covering the disclosure
topA few commenters generally agreed that the Commission should require the proposed. . items of disclosure to be provided by the registrant in the filing that includes the attestation
toprequired the filer to provide the disclosure called for by proposed Item 1505(e) if it chose to. . voluntarily obtain attestation.1082 The Commission stated that a registrant that is not an AF or.
topThe Commission proposed to require a registrant, including a foreign private issuer, that. . is an AF or an LAF to include in the relevant filing an attestation report covering the disclosure.
topproviding investors more reliable and decision-useful disclosure of strategies and risks that a. . registrant has determined will likely materially impact its business, results of operations, or
topThe adopted provision will continue to elicit disclosure that will. . enhance investors'assessment of the resiliency of a registrant's strategy while also mitigating the.
topThe adopted provision will continue to elicit disclosure that will. . enhance investors'assessment of the resiliency of a registrant's strategy while also mitigating the.
topThe adopted provision will continue to elicit disclosure that will. . enhance investors'assessment of the resiliency of a registrant's strategy while also mitigating the
topimpacts on the registrant's business strategy under each scenario, should help elicit disclosure. . that neither burdens investors with immaterial detail nor unduly adds to a registrant's compliance
topThe required disaggregated disclosure of an individually material gas will help inform investors. . about the degree to which a registrant is exposed to transition risk as governments and markets.
topThe required disaggregated disclosure of an individually material gas will help inform investors. . about the degree to which a registrant is exposed to transition risk as governments and markets.
topThe required disaggregated disclosure of an individually material gas will help inform investors. . about the degree to which a registrant is exposed to transition risk as governments and markets
topThe required disaggregated disclosure of an individually material gas will help inform investors. . about the degree to which a registrant is exposed to transition risk as governments and markets
topproviding investors more reliable and decision-useful disclosure of strategies and risks that a. . registrant has determined will likely materially impact its business, results of operations, or
topsevere weather events and other natural conditions a registrant identifies for purposes of. . disclosure under Rule 14-02 and the types of physical risks (i.e., acute risks (including severe
top. weather events) and chronic risks) a registrant identifies for purposes of disclosure under the.
topproviding investors more reliable and decision-useful disclosure of strategies and risks that a. . registrant has determined will likely materially impact its business, results of operations, or
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.
top(a) Describe any processes the registrant has for identifying, assessing, and managing. . material climate-related risks. In providing such disclosure, registrants should address, as.
topoffsets or RECs described pursuant to a target or goal and a registrant's statements in response to. . Item 1502(e) (transition plan disclosure) or Item 1504 (targets and goals disclosure) about
top(2) If a registrant is required to provide disclosure pursuant to paragraph (e)(1) of this. . section, then a registrant must state its accounting policy for carbon offsets and RECs as part of.
topConsistent with the proposed rules, the final rules require a registrant to include the. . financial statement disclosures in any filing that is required to include disclosure pursuant to.
topThe Commission proposed to apply the proposed climate-related disclosure rules to a. . registrant with Exchange Act reporting obligations pursuant to Exchange Act section 13(a)2376 or.
topA registrant must include disclosure pursuant to 210.14-02 in any filing. . that is required to include disclosure pursuant to subpart 229.1500 of this chapter and that also.
topwould increase compliance costs and raise a registrant's liability exposure so that the total cost of. . the Scope 3 emissions disclosure would likely exceed its benefit.939 Because of the difficulties.
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.
toppotential range in compliance costs depending on a given registrant's circumstances, including. . (but not limited to) industry, size, existing climate-related disclosure practices, and whether the.
toppotential range in compliance costs depending on a given registrant's circumstances, including. . (but not limited to) industry, size, existing climate-related disclosure practices, and whether the.
topindustries.1990 Another commenter warned that a registrant could "game" the rules by classifying. . costs as expenditures, rather than capitalizing the costs, to avoid triggering the disclosure
topbalance sheet, even if the disclosure threshold for one of the financial statements is not triggered.. . One commenter suggested that a registrant could "game" the rules by classifying costs as.
topto the disclosure of opportunities. To the extent that a registrant incurs costs and expenditures as. . a result of a severe weather event (applying the final rules'attribution principle), the registrant.
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure
topor goal, and therefore disclosure would be required for the carbon offsets and RECs. The. . registrant's resulting disclosure of such costs and expenditures may be provided, for example, as
topProposing Release, section II.F.3.. . 514. . to the disclosure of opportunities. To the extent that a registrant incurs costs and expenditures as. . a result of a severe weather event (applying the final rules'attribution principle), the registrant
top. the GHG emissions attestation provider is not registered with the PCAOB.1514 One of these.
topnot registered with the PCAOB, as suggested by some commenters.1556 However, we are. . concerned that requiring this disclosure only with respect to certain GHG emission attestation
topSecurities Act,1623 this limited exception should encourage registrants to voluntarily obtain. . assurance over their GHG emission disclosure, which will benefit investors because assurance.
topthe reliability of the financial statements and disclosures and is a critical component of our. . capital markets, assurance of GHG emissions disclosure by independent service providers should.
topindependent public accountants improves the reliability of financial statements and disclosures. . and is a critical component of our capital markets, assurance of GHG emissions disclosure by.
topthe reliability of the financial statements and disclosures and is a critical component of our. . capital markets, assurance of GHG emissions disclosure by independent service providers should.
topindependent public accountants improves the reliability of financial statements and disclosures. . and is a critical component of our capital markets, assurance of GHG emissions disclosure by.
topthe reliability of the financial statements and disclosures and is a critical component of our. . capital markets, assurance of GHG emissions disclosure by independent service providers should.
topthe reliability of the financial statements and disclosures and is a critical component of our. . capital markets, assurance of GHG emissions disclosure by independent service providers should.
top. in periods for GHG emissions and financial metrics disclosures); Eni SpA (recommending a phase in for. . financial metrics disclosure); IADC; and Nasdaq.
topsection in the Commission filing where the GHG emissions data is disclosed.1618 Since the final. . rules leave the placement of climate-related disclosures, other than the financial statement
topsection in the Commission filing where the GHG emissions data is disclosed.1618 Since the final. . rules leave the placement of climate-related disclosures, other than the financial statement.
top2555 See, e.g., letters by HP; ICI (recommending extending the compliance date for financial metrics disclosure. . by at least one year); Microsoft (requesting one-year extension of the compliance date for GHG emissions,
top2555 See, e.g., letters by HP; ICI (recommending extending the compliance date for financial metrics disclosure. . by at least one year); Microsoft (requesting one-year extension of the compliance date for GHG emissions,.
topsometimes the risk of influence from the financial audit team, especially if material errors have been found. . in the climate disclosure or GHG emission data, despite the professional codes of conduct and
topof climate-related risks on registrants.103 Commenters stated that, despite the Commission's. . issuance of the 2010 Guidance, registrants often provided climate-related disclosure that is
top. of how registrants prioritize climate-related risks and how they determine to mitigate a high.
topcommenters stated that, by requiring this kind of disclosure, the Commission was placing an. . undue priority on climate-related risks above other more pressing business risks.701 Other.
topof climate-related risks on registrants.103 Commenters stated that, despite the Commission's. . issuance of the 2010 Guidance, registrants often provided climate-related disclosure that is.
topCommission's proposed climate-related risk management disclosure provision deviated from the. . Commission's disclosure requirements for other risk categories and placed undue emphasis on.
topwithout necessarily improving the quality of climate-related risk disclosure.. . 655 Some. . commenters pointed out that the Commission does not require registrants to report on how.
top. Commission's proposed climate-related risk management disclosure provision deviated from the. . Commission's disclosure requirements for other risk categories and placed undue emphasis on
top40 Although some commenters stated that only institutional investors have demanded that the Commission. . adopt climate-related disclosure requirements, see, e.g., letters from Chamber and Soc.
topaccepted globally by both issuers and investors, its use as a model for the Commission's rules. . would help elicit climate-related disclosures that are consistent, comparable, and reliable.116
top40 Although some commenters stated that only institutional investors have demanded that the Commission. . adopt climate-related disclosure requirements, see, e.g., letters from Chamber and Soc
topConsistent, Comparable, and Reliable Disclosures for Investors. . The Commission proposed the climate-related disclosure rules in order to elicit more.
topaccepted globally by both issuers and investors, its use as a model for the Commission's rules. . would help elicit climate-related disclosures that are consistent, comparable, and reliable.116.
topaccepted globally by both issuers and investors, its use as a model for the Commission's rules. . would help elicit climate-related disclosures that are consistent, comparable, and reliable.116.
topcommonly provided in the voluntary assurance market for climate-related disclosure.1101 The. . 1097 See id.. . 1098 See id. The Commission further stated that, for the many LAFs that are already voluntarily obtaining some.
topThe Commission also indicated that it was appropriate to apply. . the rules first to LAFs because many LAFs are already collecting and disclosing climate-related.
topThe Commission proposed the climate-related disclosure rules in order to elicit more. . consistent, comparable, and reliable information for investors to enable them to make informed.
topMiller/Howard (stating that requiring disclosure in filings with the Commission will provide users with. . confidence that they are receiving the "most recent" climate-related information); and Calvert (stating that.
topsection in the Commission filing where the GHG emissions data is disclosed.1618 Since the final. . rules leave the placement of climate-related disclosures, other than the financial statement
topsection in the Commission filing where the GHG emissions data is disclosed.1618 Since the final. . rules leave the placement of climate-related disclosures, other than the financial statement
topsection in the Commission filing where the GHG emissions data is disclosed.1618 Since the final. . rules leave the placement of climate-related disclosures, other than the financial statement.
topsubject to the liabilities of that section."2528 As the Commission explained when proposing the. . climate-related disclosure rules,2529 the treatment of disclosures on Form 6-K as furnished is a.
topinput into potential changes to the framework.121 Another commenter stated that the. . Commission should not base its climate disclosure rules on the TCFD because, in its view, there
topCommission should not base its climate disclosure rules on the TCFD because, in its view, there. . is currently no third-party framework, including the TCFD, capable of providing reliable and.
topinput into potential changes to the framework.121 Another commenter stated that the. . Commission should not base its climate disclosure rules on the TCFD because, in its view, there
topcommenters suggested that the Commission should require disclosure of "unusual climate. . events" instead of "severe weather events" and allow registrants to define what they consider to.
topof a routine business strategy.341 While we recognize that application of some of the. . Commission's climate disclosure rules may initially be difficult for certain registrants, we expect
topSome commenters recommended that the Commission require all registrants to provide. . scenario analysis disclosure in their climate risk reporting, regardless of whether they otherwise.
topof a routine business strategy.341 While we recognize that application of some of the. . Commission's climate disclosure rules may initially be difficult for certain registrants, we expect
topparticularly vulnerable to increased risk of sea-level rise and extreme flooding.2453 Another. . commenter supported excluding asset-backed issuers from the Commission's climate disclosure
topparticularly vulnerable to increased risk of sea-level rise and extreme flooding.2453 Another. . commenter supported excluding asset-backed issuers from the Commission's climate disclosure
topThis commenter, among others, stated that requiring the use of, or basing the. . Commission's climate disclosure rules on, the ISSB climate reporting standard would contribute.
topparticularly vulnerable to increased risk of sea-level rise and extreme flooding.2453 Another. . commenter supported excluding asset-backed issuers from the Commission's climate disclosure
topThis commenter, among others, stated that requiring the use of, or basing the. . Commission's climate disclosure rules on, the ISSB climate reporting standard would contribute
topparticularly vulnerable to increased risk of sea-level rise and extreme flooding.2453 Another. . commenter supported excluding asset-backed issuers from the Commission's climate disclosure. . rules at this time, but encouraged the Commission to consider, in due time, separate rules
topand file their Exchange Act registration statements and annual reports on Form 40-F. As many. . commenters stated, excluding MJDS filers from the Commission's climate disclosure rules is. . consistent with the purpose of the MJDS and will continue to allow MJDS registrants to follow
topparticularly vulnerable to increased risk of sea-level rise and extreme flooding.2453 Another. . commenter supported excluding asset-backed issuers from the Commission's climate disclosure.
topCommission should allow the use of the ISSB climate reporting standard as an alternative reporting regime. . to the Commission's climate disclosure rules)
toprefining the XBRL climate risk disclosure taxonomy since its inception and recommended that. . the Commission build its taxonomy based on this work, which would further facilitate global
topprohibited from using custom tags unless there is no suitable standard tag for their disclosure in. . the related climate taxonomy, which the Commission will publish before the tagging compliance.
toprequired disclosure of material information under Commission regulation, as well as requirements under. . other laws that may apply to registrants, and current market practices which may include voluntary
topalongside other relevant company financial and non-financial information and further the. . comparability of the disclosure across registrants.97. . The Commission also proposed to permit a registrant to incorporate by reference.
topprovide for consistent disclosure of information across registrants'public filings and avoid. . potential inconsistencies that could arise through an approach that requires both Commission and.
toprequired disclosure of material information under Commission regulation, as well as requirements under. . other laws that may apply to registrants, and current market practices which may include voluntary.
toprequired disclosure of material information under Commission regulation, as well as requirements under. . other laws that may apply to registrants, and current market practices which may include voluntary.
topprovide for consistent disclosure of information across registrants'public filings and avoid. . potential inconsistencies that could arise through an approach that requires both Commission and.
topThe Commission has further exercised its statutory authority to require disclosures that. . provide investors with information on risks facing registrants
topThe Commission has further exercised its statutory authority to require disclosures that. . provide investors with information on risks facing registrants.
toprisks.747 Many commenters similarly supported the Commission's proposal to require disclosure. . of how registrants prioritize climate-related risks and how they determine to mitigate a high
toprisks.747 Many commenters similarly supported the Commission's proposal to require disclosure. . of how registrants prioritize climate-related risks and how they determine to mitigate a high.
toprisks.747 Many commenters similarly supported the Commission's proposal to require disclosure. . of how registrants prioritize climate-related risks and how they determine to mitigate a high.
topa registrant to provide its GHG emissions disclosure sometime after the Exchange Act annual. . report deadline.998 Commenters recommended that the Commission permit registrants to include
topOne commenter recommended that the Commission include an additional element of. . disclosure and require registrants to disclose the terms that they negotiate with third-party.
topOne commenter who objected to the proposed offsets and RECs disclosure requirement. . asserted that the Commission lacks statutory authority to regulate offsets and RECs.887 We
topopportunities are unrelated to the registrant's core or existing lines of business.2206 Relatedly,. . one commenter requested that the Commission clarify that the disclosure of opportunities is. . optional because the interaction between proposed rules 14-02(b) and (j) could give the
tophad an opportunity to familiarize themselves with any new requirements.2314 In addition, one. . commenter stated that the Commission should not impose any financial statement disclosure. . requirements or require certifications pursuant to the Sarbanes-Oxley Act until generally
topmay be different from the basis of presentation of the financial statements due to boundary. . differences, there should be disclosure when these differ.2337 One commenter stated that the
topOne commenter recommended that the Commission include an additional element of. . disclosure and require registrants to disclose the terms that they negotiate with third-party.
topAs the Commission stated in the Proposing Release, such disclosure. . will provide insight into the impacts described above on the registrant's financial statements and.
topdiscussion of the historical evolution of Commission rules requiring registrant disclosure. The Commission. . considers the current disclosure of climate risk-related information as part of the baseline against which the.
topdiscussion of the historical evolution of Commission rules requiring registrant disclosure. The Commission. . considers the current disclosure of climate risk-related information as part of the baseline against which the.
topof the costs and burdens of gathering, validating, and reporting the information.920 A number of. . commenters representing entities not subject to the Commission's disclosure authority raised
top2757 Specifically, "reporting costs" refer to the costs of preparing information to be presented in Commission.
topMiller/Howard (stating that requiring disclosure in filings with the Commission will provide users with. . confidence that they are receiving the "most recent" climate-related information); and Calvert (stating that
topThe Commission's disclosure requirements no longer explicitly call for this information.. . 63. . and a statement of all litigation that may materially affect the value of the security to be.
topdecision-useful information about their transition plans under the Commission's existing. . disclosure rules.503 While existing Item 101 of Regulation S-K may result in some disclosure.
topbe presumed to be material." (Overdahl exhibit to letter from Chamber). The baseline includes both the. . required disclosure of material information under Commission regulation, as well as requirements under. . other laws that may apply to registrants, and current market practices which may include voluntary
topSegment Reporting and IFRS 8 Operating Segments (requiring segment reporting disclosures to be included. . in the audited financial statements). The Commission has noted the importance of disaggregated disclosure
topSegment Reporting and IFRS 8 Operating Segments (requiring segment reporting disclosures to be included. . in the audited financial statements)
topits audit opinion to explain that the note to the financial statements was not prepared in. . accordance with IFRS disclosure requirements, but in accordance with Commission disclosure.
topits audit opinion to explain that the note to the financial statements was not prepared in. . accordance with IFRS disclosure requirements, but in accordance with Commission disclosure
topThe Commission received mixed feedback about whether it would be clear that: (i) the. . financial statement disclosure requirements would be included in the scope of the audit when a.
topcommenter stated that the Commission should not impose any financial statement disclosure. . requirements or require certifications pursuant to the Sarbanes-Oxley Act until generally.
topcommenter stated that the Commission should not impose any financial statement disclosure. . requirements or require certifications pursuant to the Sarbanes-Oxley Act until generally.
topPSLRA safe harbors"); and Chevron (stating that, in comparable circumstances, when the Commission. . adopted novel and complex disclosure requirements regarding market risk, "the Commission recognized
top1507 safe harbors.. . 1694 See 17 CFR 229.1507(b). The Commission adopted a similar provision in the market risk disclosure
topother material physical risks, such as heatwaves, droughts, and wildfires.271. . With regard to flooding risk disclosure, some commenters recommended that the
toplitigation and reputational risks from conducting an ineffective transition risk strategy or from. . claims of greenwashing.. . 837
topSome commenters recommended that the Commission require all registrants to provide. . scenario analysis disclosure in their climate risk reporting, regardless of whether they otherwise
topother material physical risks, such as heatwaves, droughts, and wildfires.271. . With regard to flooding risk disclosure, some commenters recommended that the.
topCommission explained in the Proposing Release that for purposes of calculating the disclosure. . thresholds for the Expenditure Metrics, a registrant could separately determine the amount of.
topCommission explained in the Proposing Release that for purposes of calculating the disclosure. . thresholds for the Expenditure Metrics, a registrant could separately determine the amount of.
topof a registrant's Scopes 1 and 2 emissions disclosure, in light of the benefits that assurance. . provides.. . Finally, the Commission stated in the Proposing Release that it did not propose to require
toppercent disclosure threshold is not consistent with existing guidance from the Commission. . staff.1816 Several commenters stated that the examples provided in the Proposing Release of
topbaseline discussion in the Proposing Release was "in effect suggesting that anything climate-related should. . 599. . Guidance describes how the Commission's existing disclosure requirements can encompass.
topThe Commission stated in the Proposing Release that separate disclosure of total expense. . and total capitalized costs incurred toward the climate-related events and transition activities.
topbaseline discussion in the Proposing Release was "in effect suggesting that anything climate-related should. . 599. . Guidance describes how the Commission's existing disclosure requirements can encompass
top. Commission explained in the Proposing Release that for purposes of calculating the disclosure. . thresholds for the Expenditure Metrics, a registrant could separately determine the amount of.
toppercent disclosure threshold is not consistent with existing guidance from the Commission. . staff.1816 Several commenters stated that the examples provided in the Proposing Release of.
topIn addition, the Commission noted in the Proposing Release that some registrants have. . already provided disclosure along the lines of the proposed requirements, which the Commission
topIn the Proposing Release, the Commission asked if it should require AFs and LAFs to. . provide a separate management assessment and disclosure of the effectiveness of controls over
topstandards already require the disclosure of material financial estimates and related assumptions,. . which would include those impacted by climate-related risks.2145 Another commenter stated that.
topthat because climate-related risks are financial risks, they should be subject to the same. . disclosure requirements as other financial risks.2435 Another commenter stated that the proposed.
topexamine quantitative and qualitative climate-related corporate disclosure to enhance our understanding of. . the existing and potential financial outcomes associated, ranging from risks (e.g., losing the license to.
topexamine quantitative and qualitative climate-related corporate disclosure to enhance our understanding of. . the existing and potential financial outcomes associated, ranging from risks (e.g., losing the license to.
topcommenters have noted, climate-related risks often translate into material financial risks with. . implications for firm growth and profitability, and therefore investors would benefit from a.
topcommenters have noted, climate-related risks often translate into material financial risks with. . implications for firm growth and profitability, and therefore investors would benefit from a.
topframework is intended to elicit disclosure of climate-related risks that have materially affected or. . are reasonably likely to materially affect the business, results of operations, or financial
topmillion to publish a biennial report on the company's website disclosing such company's. . climate-related financial risk in accordance with the TCFD framework or a comparable
top2611 A company will satisfy the requirements of the Climate-Related Financial Risk Act if it prepares a publicly
topmillion to publish a biennial report on the company's website disclosing such company's. . climate-related financial risk in accordance with the TCFD framework or a comparable. . disclosure regime,2611 and describing what measures have been adopted to reduce and adapt to
top. management, and disclosure of climate-related financial risks: governance, strategy, risk. . management, and metrics and targets.94 The Commission proposed to model its climate-related
top2611 A company will satisfy the requirements of the Climate-Related Financial Risk Act if it prepares a publicly. . accessible biennial report that includes climate-related financial risk disclosure information by any of the.
topshould instead update or issue new guidance addressing climate-related risk disclosure1727 or. . consider requiring disclosure of the financial impacts in a separate report published outside of the
topshould instead update or issue new guidance addressing climate-related risk disclosure1727 or. . consider requiring disclosure of the financial impacts in a separate report published outside of the
top2611 A company will satisfy the requirements of the Climate-Related Financial Risk Act if it prepares a publicly. . accessible biennial report that includes climate-related financial risk disclosure information by any of the
topmillion to publish a biennial report on the company's website disclosing such company's. . climate-related financial risk in accordance with the TCFD framework or a comparable.
topcommenters have noted, climate-related risks often translate into material financial risks with. . implications for firm growth and profitability, and therefore investors would benefit from a.
topenvironment arise from climate-related disclosure tagging requirements, this will likely benefit. . retail investors, who have generally been observed to rely on analysts'interpretation of financial
topenvironment arise from climate-related disclosure tagging requirements, this will likely benefit. . retail investors, who have generally been observed to rely on analysts'interpretation of financial
topenvironment arise from climate-related disclosure tagging requirements, this will likely benefit. . retail investors, who have generally been observed to rely on analysts'interpretation of financial.
top(subpart 1500) composed of the climate-related disclosure rules, other than for the financial. . statement disclosures, and Regulation S-X by adding a new article (Article 14) to govern the.
topsection in the Commission filing where the GHG emissions data is disclosed.1618 Since the final. . rules leave the placement of climate-related disclosures, other than the financial statement. . disclosures, largely up to the registrant, a registrant will not be required to include the disclosure
topabove, many jurisdictions'current or proposed requirements for climate-risk disclosure are. . aligned with the TCFD's framework for climate-related financial reporting.2616 Several.
topTrust Walden (reporting: "our analysts examine quantitative and qualitative climate-related corporate. . disclosure to enhance our understanding of the existing and potential financial outcomes associated,.
topexamine quantitative and qualitative climate-related corporate disclosure to enhance our understanding of. . the existing and potential financial outcomes associated, ranging from risks (e.g., losing the license to
topTrust Walden (reporting: "our analysts examine quantitative and qualitative climate-related corporate. . disclosure to enhance our understanding of the existing and potential financial outcomes associated,
topbe appropriate to exempt these financial statement disclosures from audit or ICFR requirements.. . Providing an exemption from audit or ICFR for the financial statement disclosure requirements
topdisclosure requirements are no longer part of the amendments to Regulation S-X, the disclosures. . will fall outside the scope of the financial statement audit and a company's ICFR, which, along.
topbe appropriate to exempt these financial statement disclosures from audit or ICFR requirements.. . Providing an exemption from audit or ICFR for the financial statement disclosure requirements
topdisclosure requirements are no longer part of the amendments to Regulation S-X, the disclosures. . will fall outside the scope of the financial statement audit and a company's ICFR, which, along.
topregarding the presentation of the disclosures in the financial statements, does not pertain to the expenditure. . disclosure in Regulation S-K.
topstatements to satisfy their Regulation S-K disclosure obligations, they are not permitted to cross-reference. . to Regulation S-K disclosures in their financial statements, unless otherwise specifically permitted or
toprecorded separately elsewhere in the financial statements.1984 Another commenter stated that. . requiring the disclosures of expenditures expensed would be particularly helpful because
topRegarding the proposal for disclosure on whether and how the board considers climate. related risks as part of its business strategy, risk management, and financial oversight, a number.
top2782 See, e.g., letters from PIMCO ("[W]e believe climate risks often pose a material financial risk, and. . therefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to
topCalifornia and have over $500 million in annual revenues to disclose their climate. related financial risks and measures based on the TCFD recommendations or a. . comparable disclosure regime in a report published biennially on the company's
topRegarding the proposal for disclosure on whether and how the board considers climate. related risks as part of its business strategy, risk management, and financial oversight, a number.
topCalifornia and have over $500 million in annual revenues to disclose their climate. related financial risks and measures based on the TCFD recommendations or a
topRegarding the proposal for disclosure on whether and how the board considers climate. related risks as part of its business strategy, risk management, and financial oversight, a number
top2782 See, e.g., letters from PIMCO ("[W]e believe climate risks often pose a material financial risk, and. . therefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to.
toprelated financial risks and measures based on the TCFD recommendations or a. . comparable disclosure regime in a report published biennially on the company's.
toprelated financial risks and measures based on the TCFD recommendations or a. . comparable disclosure regime in a report published biennially on the company's.
topapproach" by linking disclosure of short-term risks identified under the proposed amendments to. . Regulation S-K to financial statement impacts that would be required to be disclosed at a.
topexposure to transition risks in the financial statements, the final rules under subpart 1500 of. . Regulation S-K will require registrants to provide quantitative and qualitative disclosure of.
topapproach" by linking disclosure of short-term risks identified under the proposed amendments to. . Regulation S-K to financial statement impacts that would be required to be disclosed at a.
topexposure to transition risks in the financial statements, the final rules under subpart 1500 of. . Regulation S-K will require registrants to provide quantitative and qualitative disclosure of.
topstatement disclosure requirements to SRCs and EGCs because severe weather events and other. . natural conditions can pose significant risks to the operations and financial conditions of all
topthe GHG emissions disclosure, which, as discussed above, provides investors with information. . about a registrant's business, results of operations, and financial condition
topcertain other financial statement disclosures,2253 and therefore disclosure of contextual. . information will facilitate investors'understanding of the financial statement effects and will be
topwill make the information more accessible for investors.2356 In addition, we agree with the. . commenter that stated that including the disclosure of the financial statement effects in the.
top10, 1997)] (Requiring disclosure of. . qualitative and quantitative information about market risk for derivatives and other financial instruments;.
top2611 A company will satisfy the requirements of the Climate-Related Financial Risk Act if it prepares a publicly. . accessible biennial report that includes climate-related financial risk disclosure information by any of the. . following methods: (1) pursuant to a law, regulation or listing requirement by any regulated exchange or
topcertain disaggregated climate-related financial statement metrics.91 The proposed rules would. . have required disclosure falling under the following three categories of information: financial
topto its financial statements certain disaggregated financial statement metrics.1704 The proposed. . rules would have required disclosure falling under three categories of information:
topaccessible biennial report that includes climate-related financial risk disclosure information by any of the. . following methods: (1) pursuant to a law, regulation or listing requirement by any regulated exchange or.
topaccessible biennial report that includes climate-related financial risk disclosure information by any of the. . following methods: (1) pursuant to a law, regulation or listing requirement by any regulated exchange or.
top2782 See, e.g., letters from PIMCO ("[W]e believe climate risks often pose a material financial risk, and. . therefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to
topunderreporting in the context of the financial statements, as evidenced by the limited climate. related disclosure under current accounting standards despite increasing demand by investors for
topresults of operations, financial condition, and prospects, the final rules include a Scopes 1 and 2. . emissions disclosure requirement (Item 1505), although modified from the rule proposal
topBy requiring disclosure of GHG emissions for. . specified registrants for the same historical periods as those included in the financial statements.
topOne commenter asserted that the disclosure of opportunities in the financial statements. . should be limited to amounts that can be objectively verified and reliably quantified.2195.
topSimilarly, one commenter suggested that the. . disclosure of financial estimates and assumptions impacted by climate-related opportunities should only be.
topOther commenters stated that the disclosure of opportunities should not be permitted in. . the audited financial statements.2199 For example, one commenter explained that opportunities.
topthat the proposed disclosure requirements did not have to be included in an audited note to the. . financial statements to be "valid and reliable."2311 Similarly, one commenter stated that
topexposure to transition risks in the financial statements, the final rules under subpart 1500 of. . Regulation S-K will require registrants to provide quantitative and qualitative disclosure of
topexposure to transition risks in the financial statements, the final rules under subpart 1500 of. . Regulation S-K will require registrants to provide quantitative and qualitative disclosure of
topprinciples, and financial statement disclosure requirements for registrants.1749 The Commission. . is exercising its authority to prescribe the financial statement disclosure requirements included in.
top2288 registrants will be required to provide disclosure for the registrant's most. . recently completed fiscal year for which audited financial statements are included in the filing in.
topSimilarly, while registrants in the insurance industry may face higher compliance costs. . due to their complex exposure to climate-related risks, they have existing disclosure obligations.
topSimilarly, while registrants in the insurance industry may face higher compliance costs. . due to their complex exposure to climate-related risks, they have existing disclosure obligations
topSimilarly, while registrants in the insurance industry may face higher compliance costs. . due to their complex exposure to climate-related risks, they have existing disclosure obligations
topSimilarly, while registrants in the insurance industry may face higher compliance costs. . due to their complex exposure to climate-related risks, they have existing disclosure obligations.
toptheir Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions.
topadoption of transition plans, we recognize that the compliance burdens of disclosure may. . influence some registrants'decisions with respect to risk management practices and have.
topconsolidated financial statements are included in the filing.2287 Subject to the compliance date. . discussed below,. . 2288 registrants will be required to provide disclosure for the registrant's most.
topcould result in disclosure of immaterial information while still eliciting decision-useful. . information for investors about registrants'risk management practices
topThe Commission has further exercised its statutory authority to require disclosures that. . provide investors with information on risks facing registrants. These specific disclosure items
top2800 We note that other disclosure requirements, such as those relating to market risk disclosures, convey to. . investors complex information about uncertain future risks that registrants face
topcould result in disclosure of immaterial information while still eliciting decision-useful. . information for investors about registrants'risk management practices.
topsignificantly reduce the burdens for registrants while providing investors with decision-useful. . information.. . The final rules focus on requiring the disclosure of capitalized costs, expenditures
topThe Commission has further exercised its statutory authority to require disclosures that. . provide investors with information on risks facing registrants
topincludes presentation and disclosure requirements that result in information sufficient to calculate income. . or loss before income tax expense or benefit, and registrants often do present this amount
toppart of its risk management disclosure.527 These revisions will elicit material information for. . 521 We remind registrants that while they are permitted to cross-reference to information in their financial
top2800 We note that other disclosure requirements, such as those relating to market risk disclosures, convey to. . investors complex information about uncertain future risks that registrants face
topand "obtain an assurance engagement of the disclosure," to the extent that the information and. . reporting activities overlap, registrants subject to the final rules and the Climate Corporate Data.
topmateriality qualifier will allow registrants that determine that their emissions are immaterial to. . avoid the full costs of emissions measurement and disclosure
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.
topimplementation costs for SRCs and EGCs to the extent that, by the time they are required to. . report, SRCs and EGCs can look to the disclosure practices developed by other registrants to
topimplementation costs for SRCs and EGCs to the extent that, by the time they are required to. . report, SRCs and EGCs can look to the disclosure practices developed by other registrants to
topemissions disclosure would be costly to registrants and that such costs were likely to exceed the. . benefit to investors.926 Relatedly, one commenter raised concerns that Scope 3 emissions.
topthat will reduce costs for conducting an IPO include (i) registrants will only have to provide Article 14. . disclosure for historical fiscal years on a prospective basis, and (ii) the PSLRA statutory safe harbor for.
topthat will reduce costs for conducting an IPO include (i) registrants will only have to provide Article 14. . disclosure for historical fiscal years on a prospective basis, and (ii) the PSLRA statutory safe harbor for
topemissions disclosure would be costly to registrants and that such costs were likely to exceed the. . benefit to investors.926 Relatedly, one commenter raised concerns that Scope 3 emissions.
topsignificantly reduce the burdens for registrants while providing investors with decision-useful. . information.. . The final rules focus on requiring the disclosure of capitalized costs, expenditures
topSimilarly, while registrants in the insurance industry may face higher compliance costs. . due to their complex exposure to climate-related risks, they have existing disclosure obligations
topSimilarly, while registrants in the insurance industry may face higher compliance costs. . due to their complex exposure to climate-related risks, they have existing disclosure obligations
topacknowledge that there are similarities between the ISSB's climate-related disclosure standards and the. . final rules, and that registrants may operate or be listed in jurisdictions that will adopt or apply the ISSB
toprequirements in each country determine whether these registrants are subject to the climate-related. . disclosure laws of that country. See also TCFD 2023 Status Report, supra note 2616, at Part D.
toprequirements in each country determine whether these registrants are subject to the climate-related. . disclosure laws of that country. See also TCFD 2023 Status Report, supra note 2616, at Part D.
toprequirements in each country determine whether these registrants are subject to the climate-related. . disclosure laws of that country. See also TCFD 2023 Status Report, supra note 2616, at Part D.
topAs a result of these Federal and state-level climate-related disclosure and reporting. . requirements, some registrants subject to the final rules may already have in place, or may be
toprequirements in each country determine whether these registrants are subject to the climate-related. . disclosure laws of that country. See also TCFD 2023 Status Report, supra note 2616, at Part D.
topLikewise, some. . registrants may provide disclosures with a level of detail that investors deem immaterial.. . Ultimately, the level of detail important to understand a particular registrant's disclosure of the
topexisting MD&A disclosure requirement and therefore should provide a degree of familiarity to. . registrants and investors as they prepare and analyze these disclosures.2788 This aspect of the.
topdisclosure and require registrants to disclose the terms that they negotiate with third-party. . verification firms to enable investors to evaluate the adequacy of third-party oversight.1537
topemissions disclosure would be costly to registrants and that such costs were likely to exceed the. . benefit to investors.926 Relatedly, one commenter raised concerns that Scope 3 emissions.
topintegrate the existing EPA reporting regime with the SEC's disclosure system in a manner that. . would be easier for investors and registrants to access and analyze."942 This commenter further.
topemissions disclosure would be costly to registrants and that such costs were likely to exceed the. . benefit to investors.926 Relatedly, one commenter raised concerns that Scope 3 emissions.
topintegrate the existing EPA reporting regime with the SEC's disclosure system in a manner that. . would be easier for investors and registrants to access and analyze."942 This commenter further.
topmanage a material transition risk, we think it is appropriate for registrants to provide ongoing. . disclosure about the plan so that investors can assess its impact on the registrant's business.516.
topLikewise, some. . registrants may provide disclosures with a level of detail that investors deem immaterial.. . Ultimately, the level of detail important to understand a particular registrant's disclosure of the
topLikewise, some. . registrants may provide disclosures with a level of detail that investors deem immaterial.. . Ultimately, the level of detail important to understand a particular registrant's disclosure of the
topIn a change from the proposal, the final rules require the presentation of the financial. . statement disclosures on a prospective basis only. That is, the final rules require registrants to. . provide disclosure for the registrant's most recently completed fiscal year, and to the extent
topThe Commission has further exercised its statutory authority to require disclosures that. . provide investors with information on risks facing registrants. These specific disclosure items.
top2800 We note that other disclosure requirements, such as those relating to market risk disclosures, convey to. . investors complex information about uncertain future risks that registrants face.
topinvestors with information that is important to understanding the reported emissions data and. . associated risks1048 without burdening registrants by requiring disclosure of detailed information. . that may not be material.1049 Such disclosure should assist investors in understanding the
topcontinuing to elicit more decision-useful information for investors about climate-related risks.. . 798. . 2. Different approaches to assurance over GHG emissions disclosures
topthe proposed disclosure requirement could cause investors to overestimate climate-related risks. . and improperly contextualize the materiality of those risks.758 Another commenter stated that the.
topthe proposed disclosure requirement could cause investors to overestimate climate-related risks. . and improperly contextualize the materiality of those risks.758 Another commenter stated that the.
topCost estimates of Governance Disclosure; Disclosure Regarding Impacts of. . Climate-Related Risks on Strategy, Business Model, and Outlook; and Risk. . Management Disclosure ........................................................................................
top3036 $327,000 (governance disclosure; disclosure regarding climate-related risks that have material impacts on. . strategy, business model, and outlook; and risk management disclosure) + $12,000 (reporting cost of.
topmanagement, and disclosure of climate-related financial risks: governance, strategy, risk. . management, and metrics and targets.94 The Commission proposed to model its climate-related.
top3036 $327,000 (governance disclosure; disclosure regarding climate-related risks that have material impacts on. . strategy, business model, and outlook; and risk management disclosure) + $12,000 (reporting cost of.
top... $327,000 (governance disclosure; disclosure regarding climate-related risks that have material impacts on. . strategy, business model, and outlook; and risk management disclosure) + $12,000 (reporting cost of.
top317 We have sought to address these concerns by modifying the definition of. . climate-related risks, by making the climate-related risk disclosure requirements less. . prescriptive, and by specifying the time frames during which a registrant should describe.
topCost estimates of Governance Disclosure; Disclosure Regarding Impacts of. . Climate-Related Risks on Strategy, Business Model, and Outlook; and Risk. . Management Disclosure .........................................................................................
top317 We have sought to address these concerns by modifying the definition of. . climate-related risks, by making the climate-related risk disclosure requirements less
topClimate-Related Risks and Opportunities" in Form 10-K, similar to the disclosure required by. . Item 303 of Regulation S-K (MD&A), which would enhance investor understanding of.
topClimate-Related Risks and Opportunities" in Form 10-K, similar to the disclosure required by. . Item 303 of Regulation S-K (MD&A), which would enhance investor understanding of.
topfinancing, or investment deployed towards climate-related risks and opportunities."1969 A few. . commenters specifically stated that they supported applying the one percent disclosure threshold
topmanagement's views of climate-related risks and opportunities.408. . Several commenters stated that, instead of requiring the disclosure of financial metrics.
topcommenters stated that, due to the inability to obtain such third-party information, the proposed. . disclosure requirement is likely to elicit boilerplate disclosure about the climate-related risks of a
topcontinuing to elicit more decision-useful information for investors about climate-related risks.. . 798. . 2. Different approaches to assurance over GHG emissions disclosures
topcommenters stated that, due to the inability to obtain such third-party information, the proposed. . disclosure requirement is likely to elicit boilerplate disclosure about the climate-related risks of a.
topclimate exposure and adjust their portfolios in response to that information.2746 Collectively, this. . research indicates that disclosures about climate-related risks, when they are made, become.
topcontinuing to elicit more decision-useful information for investors about climate-related risks.. . 798. . 2. Different approaches to assurance over GHG emissions disclosures.
topcompensation to climate-related goals is a significant indicator to investors that the company is serious. . about climate change," and noting that IFRS sustainability disclosure protocols require disclosure of such
top"fundamental" for investors, and supported "full disclosure with respect to how and to whom. . within the company's organization accountability for climate-related risks is assigned" so that.
topOne commenter recommended adopting a climate disclosure framework, similar to. . MD&A, that focuses on providing investors with material climate-related information that
topcompensation to climate-related goals is a significant indicator to investors that the company is serious. . about climate change," and noting that IFRS sustainability disclosure protocols require disclosure of such.
topconcepts that tie climate-related risk disclosure considerations to matters that may affect the. . results of operations, financial condition, or business strategy of a registrant.
topThe Commission proposed the climate-related disclosure rules in order to elicit more. . consistent, comparable, and reliable information for investors to enable them to make informed
top2611 A company will satisfy the requirements of the Climate-Related Financial Risk Act if it prepares a publicly. . accessible biennial report that includes climate-related financial risk disclosure information by any of the.
topclimate exposure and adjust their portfolios in response to that information.2746 Collectively, this. . research indicates that disclosures about climate-related risks, when they are made, become. . priced into the value of a firm, thereby demonstrating that the disclosure provides relevant
topaccepted globally by both issuers and investors, its use as a model for the Commission's rules. . would help elicit climate-related disclosures that are consistent, comparable, and reliable.116
topclimate exposure and adjust their portfolios in response to that information.2746 Collectively, this. . research indicates that disclosures about climate-related risks, when they are made, become
topitems of disclosure to be provided by the registrant in the filing that includes the attestation. . report (where the GHG emissions and other climate-related disclosures are presented), based on
topFile the climate-related disclosure in its registration statements and Exchange Act annual. . reports;74. . Include the climate-related disclosures required under Regulation S-K, except for any
topA registrant may also incorporate by reference some of the climate-related disclosures. . from other filed registration statements or Exchange Act reports if the incorporated disclosure is.
topaccepted globally by both issuers and investors, its use as a model for the Commission's rules. . would help elicit climate-related disclosures that are consistent, comparable, and reliable.116. . Commenters also stated that basing the Commission's climate disclosure rules on the TCFD
top151 Concurrent with the release of its 2023 status report, the TCFD fulfilled its remit and transferred to the. . ISSB its responsibility for tracking company activities on climate-related disclosure.
topConcurrent with the release of its 2023 status report, the TCFD fulfilled its remit and transferred to the. . ISSB its responsibility for tracking company activities on climate-related disclosure.
topmillion to publish a biennial report on the company's website disclosing such company's. . climate-related financial risk in accordance with the TCFD framework or a comparable.
toptherefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to.
top"fundamental" for investors, and supported "full disclosure with respect to how and to whom. . within the company's organization accountability for climate-related risks is assigned" so that
toptherefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to. . analyze how climate-related risks may affect a company's business or overall financial performance.");.
toptherefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to. . analyze how climate-related risks may affect a company's business or overall financial performance.");
toptherefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to. . analyze how climate-related risks may affect a company's business or overall financial performance.");
top151 Concurrent with the release of its 2023 status report, the TCFD fulfilled its remit and transferred to the. . ISSB its responsibility for tracking company activities on climate-related disclosure. Stability Bd.,
topConcurrent with the release of its 2023 status report, the TCFD fulfilled its remit and transferred to the. . ISSB its responsibility for tracking company activities on climate-related disclosure. Stability Bd.,
toptherefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to. . analyze how climate-related risks may affect a company's business or overall financial performance.");.
topcharacteristics, such as company size, industry, business model, the complexity of the company's. . corporate structure, existing climate-related disclosure practices, and internal expertise, etc
top151 Concurrent with the release of its 2023 status report, the TCFD fulfilled its remit and transferred to the. . ISSB its responsibility for tracking company activities on climate-related disclosure
topConcurrent with the release of its 2023 status report, the TCFD fulfilled its remit and transferred to the. . ISSB its responsibility for tracking company activities on climate-related disclosure
topIn this regard, we note that some commenters recommended that the Commission. . require or allow the use of the ISSB's climate-related disclosure standards as an alternative to the
topthe disclosure of offsets or RECs is intended to provide investors with the decision-useful. . information they need to understand a registrant's strategy to mitigate or adapt to the realized or.
top222. . the disclosure of offsets or RECs is intended to provide investors with the decision-useful. . information they need to understand a registrant's strategy to mitigate or adapt to the realized or
topdisclosure requirements imposed by these forms, as detailed below; consumers of the climate. related risk information, such as investors, analysts, and other market participants; and third
topfailing to achieve an optimal level of climate disclosure from the point of view of investors.2733. . Briefly put, these market failures stemmed from the existence of information externalities
topdisclosure requirements imposed by these forms, as detailed below; consumers of the climate. related risk information, such as investors, analysts, and other market participants; and third.
topfailing to achieve an optimal level of climate disclosure from the point of view of investors.2733. . Briefly put, these market failures stemmed from the existence of information externalities.
topdisclosure requirements imposed by these forms, as detailed below; consumers of the climate. related risk information, such as investors, analysts, and other market participants; and third
topdisclosure requirements imposed by these forms, as detailed below; consumers of the climate. related risk information, such as investors, analysts, and other market participants; and third.
topdirect costs of compliance, and indirect costs such as the risk of disclosure of proprietary. . business information, while other companies would not face these costs.3149 Relative to the
toprules mandating disclosure of information relating to litigation and other business costs arising. . out of compliance with Federal, State, and local laws relating to environmental protection were
toprules mandating disclosure of information relating to litigation and other business costs arising. . out of compliance with Federal, State, and local laws relating to environmental protection were.
toprules mandating disclosure of information relating to litigation and other business costs arising. . out of compliance with Federal, State, and local laws relating to environmental protection were.
topdisclosure frameworks that they are already using for their voluntary disclosures or disclosures. . 2757 Specifically, "reporting costs" refer to the costs of preparing information to be presented in Commission
topavoid the full costs of emissions measurement and disclosure. It will also mitigate the risk that. . investors could be burdened with large amounts of information that is less relevant for their
topThroughout the 1970s and early 1980s, the need for specific. . rules mandating disclosure of information relating to litigation and other business costs arising. . out of compliance with Federal, State, and local laws relating to environmental protection were
topavoid the full costs of emissions measurement and disclosure. It will also mitigate the risk that. . investors could be burdened with large amounts of information that is less relevant for their.
topdisclosure frameworks that they are already using for their voluntary disclosures or disclosures. . 2757 Specifically, "reporting costs" refer to the costs of preparing information to be presented in Commission
topdisclosed capitalized costs, expenditures expensed, charges, or losses.. . 2258 By requiring the. . disclosure of information that is important to understand the financial statement effects, the.
topadopted novel and complex disclosure requirements regarding market risk, "the Commission recognized. . the challenges companies would face in preparing this novel information and specifically provided PSLRA
topavoid the full costs of emissions measurement and disclosure. It will also mitigate the risk that. . investors could be burdened with large amounts of information that is less relevant for their.
topmaterial physical risk, however, will still be required to disclose how it is managing that risk as. . part of its risk management disclosure.527 These revisions will elicit material information for.
topdirect costs of compliance, and indirect costs such as the risk of disclosure of proprietary. . business information, while other companies would not face these costs.3149 Relative to the
topWe expect that disclosure of capitalized costs, expenditures expensed, charges, and losses. . incurred resulting from severe weather events and other natural conditions will enable investors.
toprules are focused on requiring the disclosure of capitalized costs, expenditures expensed,. . charges, and losses1732 incurred as a result of severe weather events and other natural conditions,.
topInvestors need disaggregated disclosure of capitalized costs, expenditures expensed, charges, and. . losses incurred as a result of severe weather events and other natural conditions to better
topor balance sheet.2013 Moreover, requiring the disclosure of capitalized costs, expenditures. . expensed, and losses related to the acquisition and use of carbon offsets and RECs will.
topdisclosed capitalized costs, expenditures expensed, charges, or losses.. . 2258 By requiring the. . disclosure of information that is important to understand the financial statement effects, the.
topcapitalized are discrete transactions that are currently captured in a registrant's income statement. . or balance sheet.2013 Moreover, requiring the disclosure of capitalized costs, expenditures
topcapitalized are discrete transactions that are currently captured in a registrant's income statement. . or balance sheet.2013 Moreover, requiring the disclosure of capitalized costs, expenditures
topconditions, can significantly affect public companies'financial performance or position.1740. . Investors need disaggregated disclosure of capitalized costs, expenditures expensed, charges, and.
toprules, the application of the disclosure threshold separately to (i) capitalized costs and charges in. . the balance sheet, and (ii) expenditures expensed and losses in the income statement could result
topapplicable disclosure threshold is triggered and for purposes of disclosure.2112 The capitalized. . costs, expenditures expensed, charges, and losses must be segregated between the balance sheet.
topcapitalized costs, expenditures expensed, charges, and/or losses. We believe that the final rules. . mitigate this risk by not requiring disclosure if the aggregate amount of the absolute value of the.
toplower compliance costs, they also will help mitigate any adverse effects on other parties.. . There is some existing academic literature on costs related to mandatory climate-related
top3176 While this substituted compliance approach has the potential to. . reduce costs to the extent that there are overlapping disclosure requirements, we have
top. determined, at this time, that it is premature to allow for substituted compliance with the final.
topmodel, and outlook (Items 1502(a) through (e) and (g)); and risk management disclosure (Item. . 1503), we estimate that compliance costs will be $327,000 in the first year of compliance and
top. direct costs of compliance, and indirect costs such as the risk of disclosure of proprietary. . business information, while other companies would not face these costs.3149 Relative to the
top3176 While this substituted compliance approach has the potential to. . reduce costs to the extent that there are overlapping disclosure requirements, we have
topincurred to mitigate transition risks or costs incurred due to severe weather events and natural conditions).. . 772. . disclosure is required.3094 Specifically, disclosure is required only if (1) the aggregate amount of
topto the effect that severe weather events and other natural conditions had on business operations.. . Disclosure pursuant to this paragraph must separately identify where the capitalized costs and.
topto the disclosure of opportunities. To the extent that a registrant incurs costs and expenditures as. . a result of a severe weather event (applying the final rules'attribution principle), the registrant
topestimates of the overall costs of measuring and assessing GHG emissions and making disclosure. . 3035 See supra section IV.A for a discussion on existing laws (domestic and foreign) that elicit similar.
topestimates of the overall costs of measuring and assessing GHG emissions and making disclosure. . 3035 See supra section IV.A for a discussion on existing laws (domestic and foreign) that elicit similar.
top2990 This survey category includes all costs relating to the development of GHG inventories with analysis and. . disclosure of Scope 1, Scope 2, and/or Scope 3 emissions.
topestimates of the overall costs of measuring and assessing GHG emissions and making disclosure. . 3035 See supra section IV.A for a discussion on existing laws (domestic and foreign) that elicit similar.
top... related proposals ($80,000); assurance/audits related to climate ($82,000);. . and other climate-related disclosure costs not covered by the previous six categories ($76,000).. . We also reviewed annual cost estimates associated with existing climate-related
topcorporate structure, existing climate-related disclosure practices, and internal expertise, etc.. . 3001 Governance costs include the ongoing cost to those in scope to implement, document and disclose.
topresponses to climate related proposals ($80,000); assurance/audits related to climate ($82,000);. . and other climate-related disclosure costs not covered by the previous six categories ($76,000).
topSimilarly, while registrants in the insurance industry may face higher compliance costs. . due to their complex exposure to climate-related risks, they have existing disclosure obligations
toppotential range in compliance costs depending on a given registrant's circumstances, including. . (but not limited to) industry, size, existing climate-related disclosure practices, and whether the
topThe Commission stated in the Proposing Release that separate disclosure of total expense. . and total capitalized costs incurred toward the climate-related events and transition activities
topbalance sheet, even if the disclosure threshold for one of the financial statements is not triggered.. . One commenter suggested that a registrant could "game" the rules by classifying costs as.
topSuch disclosure will enable investors to better understand. . the costs associated with pursuing these objectives as well as the benefits associated with.
topestablish a baseline for SASB and TCFD reporting, while another company estimated that new. . or enhanced systems, controls, audit, and other costs associated with any additional disclosure
topassume the initial CDP-related cost is $50,000. We apply the 4-to-9 ratio to convert this to the initial costs of. . TCFD disclosure and then apply a 44% reduction to estimate the ongoing cost.
topwould increase compliance costs and raise a registrant's liability exposure so that the total cost of. . the Scope 3 emissions disclosure would likely exceed its benefit.939 Because of the difficulties
topNevertheless, we use this cost. . information to the extent possible to inform our assessment of the expected compliance costs of.
topestablish a baseline for SASB and TCFD reporting, while another company estimated that new. . or enhanced systems, controls, audit, and other costs associated with any additional disclosure
topRegistrants will face increased compliance burdens, with the extent of these. . burdens varying based on a registrant's filer status, existing climate-related disclosure practices
topRegistrants will face increased compliance burdens, with the extent of these. . burdens varying based on a registrant's filer status, existing climate-related disclosure practices
topcompliance date for the climate-related disclosure rules.. . 904 The Commission also proposed to. . permit a registrant to use a reasonable estimate of its GHG emissions for its fourth fiscal quarter.
topimpacts on the registrant's business strategy under each scenario, should help elicit disclosure. . that neither burdens investors with immaterial detail nor unduly adds to a registrant's compliance.
topCommission rules, such as those pertaining to a registrant's description of its business and certain legal. . proceedings, which require disclosure regarding, among other things, compliance with environmental laws
toptheir Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions
topstarting point.3038 Thus, to the extent that a materiality or similar assessment is included in. . TCFD disclosure, this cost is reflected in the Commission's compliance cost estimates with. . respect to the above disclosure items
topstarting point.3038 Thus, to the extent that a materiality or similar assessment is included in. . TCFD disclosure, this cost is reflected in the Commission's compliance cost estimates with. . respect to the above disclosure items
topprohibited from using custom tags unless there is no suitable standard tag for their disclosure in. . the related climate taxonomy, which the Commission will publish before the tagging compliance
topstarting point.3038 Thus, to the extent that a materiality or similar assessment is included in. . TCFD disclosure, this cost is reflected in the Commission's compliance cost estimates with
toptheir Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions. . disclosure requirement, because of differences between the Commission's proposed requirement
top3081 The BEIS rule estimates that in the first year of compliance, the reporting cost of metrics and targets. . disclosure is approximately 9.4% of the cost of the "annual data gathering" activity associated with metrics
topemissions disclosure requirement (Item 1505), although modified from the rule proposal. We. . recognize commenters'concerns about the potentially high cost of compliance associated with
topeliminates the cost of compliance with a federal Scope 3 disclosure requirement for all businesses operating. . in California with over $1 billion in revenue").
topprovide disclosure for historical periods that occurred prior to the compliance date because many. . registrants do not currently collect or report the information that would have been required under.
topwill help reduce the compliance burden of the final rules while providing material information. . for investors.454 Although this commenter recommended that such expenditures disclosure be.
topwill help reduce the compliance burden of the final rules while providing material information. . for investors.454 Although this commenter recommended that such expenditures disclosure be.
topEGCs, such as a de minimis disclosure threshold, which is discussed in further detail below. The. . final rules also provide SRCs and EGCs with a longer phased in compliance period than other.
topEGCs, such as a de minimis disclosure threshold, which is discussed in further detail below. The. . final rules also provide SRCs and EGCs with a longer phased in compliance period than other
top2496 In addition, we note that exempting EGCs from the GHG emissions. . disclosure requirement will significantly reduce the compliance burden of the final rules for most
topthese compliance burdens, the final rules provide SRCs and EGCs certain accommodations,. . including being exempt from the GHG emissions disclosure requirement and the accompanying.
topthese compliance burdens, the final rules provide SRCs and EGCs certain accommodations,. . including being exempt from the GHG emissions disclosure requirement and the accompanying
topcommenters supported exempting SRCs from all of the proposed climate-related disclosure. . requirements2398 on the grounds that the compliance burden would be disproportionately greater
topcommenters supported exempting SRCs from all of the proposed climate-related disclosure. . requirements2398 on the grounds that the compliance burden would be disproportionately greater.
topThese rules respond to this need by. . providing investors more reliable and decision-useful disclosure of strategies and risks that a. . registrant has determined will likely materially impact its business, results of operations, or
topproviding investors more reliable and decision-useful disclosure of strategies and risks that a. . registrant has determined will likely materially impact its business, results of operations, or.
top... See, e.g., letters from CalPERS; Morningstar; Change Finance; see also letter from ICI ("We support. . [transition plan] disclosure as it would inform investors of the nature of the risks and the company's actions. . or plans to mitigate or adapt to them."); and the CFA Institute ("We support the Proposed Rule's
top. within the company's organization accountability for climate-related risks is assigned" so that.
topSome commenters stated that the Commission's existing rules elicit sufficient disclosure for. . investors1722 or would elicit sufficient disclosure when combined with the Commission's.
topMany commenters indicated that the Commission's current disclosure rules,. . including the general risk factor provision, has not provided investors with disclosure of climate.
topThe Commission also described a set of conditions that could contribute to the market. . failing to achieve an optimal level of climate disclosure from the point of view of investors.2733.
topinvestors with an enhanced level of reliability against which to evaluate the disclosure.1093 In. . addition to the proposed minimum standards for attestation services, the Commission explained.
topMany commenters indicated that the Commission's current disclosure rules,. . including the general risk factor provision, has not provided investors with disclosure of climate.
topAs the Commission stated in the Proposing Release, such disclosure. . will provide insight into the impacts described above on the registrant's financial statements and.
top2782 See, e.g., letters from PIMCO ("[W]e believe climate risks often pose a material financial risk, and. . therefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to
topdisclosure requirements imposed by these forms, as detailed below; consumers of the climate. related risk information, such as investors, analysts, and other market participants; and third.
top2782 See, e.g., letters from PIMCO ("[W]e believe climate risks often pose a material financial risk, and. . therefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to
topThe Commission also described a set of conditions that could contribute to the market. . failing to achieve an optimal level of climate disclosure from the point of view of investors.2733
topaddition to more robust corporate governance on climate, investors are calling for disclosure on key issues. . including greenhouse gas emissions targets, transition plans (including policies to ensure a just transition.
topaddition to more robust corporate governance on climate, investors are calling for disclosure on key issues. . including greenhouse gas emissions targets, transition plans (including policies to ensure a just transition.
topaddition to more robust corporate governance on climate, investors are calling for disclosure on key issues. . including greenhouse gas emissions targets, transition plans (including policies to ensure a just transition.
top2800 We note that other disclosure requirements, such as those relating to market risk disclosures, convey to. . investors complex information about uncertain future risks that registrants face
topRegarding the proposal for disclosure on whether and how the board considers climate. related risks as part of its business strategy, risk management, and financial oversight, a number
topmaking that would then have to be disclosed under the proposal.658. . Regarding the proposal for disclosure on whether and how the board considers climate. related risks as part of its business strategy, risk management, and financial oversight, a number
topreporting standard in whole or part; and certain recent California laws requiring the disclosure of climate. related risks and greenhouse gas emissions by certain large companies.. . 17 Even after adoption of the final rules, the 2010 Guidance will still be relevant because it discusses existing
topreporting standard in whole or part; and certain recent California laws requiring the disclosure of climate. related risks and greenhouse gas emissions by certain large companies.
topregistrant may have exposures to material climate risks that necessitate governance disclosure;. . disclosure regarding climate-related risks that have material impacts on strategy, business model,.
topreporting standard in whole or part; and certain recent California laws requiring the disclosure of climate. related risks and greenhouse gas emissions by certain large companies.
topinvestors with information that is important to understanding the reported emissions data and. . associated risks1048 without burdening registrants by requiring disclosure of detailed information
topcontinuing to elicit more decision-useful information for investors about climate-related risks.. . 798. . 2. Different approaches to assurance over GHG emissions disclosures.
topowned by key suppliers, and recommended that the Commission "require the disclosure of the. . locations of all material facilities i.e., geographical concentrations that pose material risks of.
topinformation and associated risks.963 One commenter, however, opposed the proposed. . requirement, asserting that it would require extensive disclosure of information that is unlikely to.
toplinked to and aligned with the risks, goals, and strategies companies would disclose under. . proposed Item 1502 of Regulation S-K.410 The commenter's recommended expenditures
topimpact of climate in the short, medium, or long term using scenario analysis as well as TCFD/CDP disclosure. . of risks and opportunities." The survey does not include data on initial costs.
topimpact of climate in the short, medium, or long term using scenario analysis as well as TCFD/CDP disclosure. . of risks and opportunities." The survey does not include data on initial costs..
topAct.1621 Therefore, a registrant is not required to obtain and include the written consent of the. . GHG emissions attestation provider pursuant to Securities Act section 7 or Rule 436.1622 Even.
topIn addition, the final rules require any registrant that is not required to include a GHG. . emissions attestation report pursuant to Item 1506(a) to disclose certain information if the.
topFor the avoidance of doubt, a registrant would not have to obtain and. . include the written consent of the GHG emissions attestation provider pursuant to 17 CFR 229.601(b)(23),.
topFor the avoidance of doubt, a registrant would not have to obtain and. . include the written consent of the GHG emissions attestation provider pursuant to 17 CFR 229.601(b)(23),
topThe Commission is adopting the requirement for registrants to disclose certain additional. . information related to the attestation of a registrant's GHG emissions with significant
topThe Commission proposed to require a registrant that was not required to include a GHG. . emissions attestation report under the proposed rules to disclose certain information if the
topThe Commission is adopting the requirement for registrants to disclose certain additional. . information related to the attestation of a registrant's GHG emissions with significant
top1506(a) to disclose certain information when the registrant's GHG emissions attestation provider. . resigns (or indicates that it declines to stand for re-appointment after completion of the.
topGHG emissions attestation provider from the registrant would provide investors with important. . information for evaluating the objectivity of the attestation provider, such an alternative would.
top. GHG emissions attestation provider from the registrant would provide investors with important. . information for evaluating the objectivity of the attestation provider, such an alternative would
topalthough not required, we encourage any GHG emissions attestation provider to convey concerns. . it has with the registrant's description of those events to the Commission's Office of the Chief
top. The professional engagement period begins when the GHG attestation service provider either signs an.
topprofessional engagement period begins when the GHG attestation service provider either signs. . an initial engagement letter (or other agreement to attest toa registrant's GHG emissions) or
topSome commenters stated they agreed with the proposed requirement for a registrant to. . disclose whether the GHG emissions attestation provider has a license from an accreditation.
top. emissions attestation provider has a license from any licensing or accreditation body will.
toplikely circumstances" for dismissal or disagreement between the registrant and the GHG emissions. . attestation provider and identifying examples).
topresignation or dismissal of a GHG emissions attestation provider and therefore have not included. . a requirement for the registrant to request the former GHG emissions attestation provider to
topindependent third-party to provide a check on the accuracy and completeness of a registrant's. . GHG emissions disclosures before the information is provided to investors, which as explained
topAs many commenters have indicated, investors view information about a registrant's. . GHG emissions, including its Scopes 1 and 2 emissions, as a central measure and indicator of the.
topAs many commenters have indicated, investors view information about a registrant's. . GHG emissions, including its Scopes 1 and 2 emissions, as a central measure and indicator of the.
topindependent third-party to provide a check on the accuracy and completeness of a registrant's. . GHG emissions disclosures before the information is provided to investors, which as explained.
toppursuant to the final rules to disclose certain information if the registrant voluntarily discloses its. . GHG emissions in a Commission filing and voluntarily subjects those disclosures to third-party.
toppursuant to the final rules to disclose certain information if the registrant voluntarily discloses its. . GHG emissions in a Commission filing and voluntarily subjects those disclosures to third-party
toppursuant to the final rules to disclose certain information if the registrant voluntarily discloses its. . GHG emissions in a Commission filing and voluntarily subjects those disclosures to third-party.
topinvestors could gain decision-useful information regarding the relative risks to the registrant. . posed by each constituent GHG in addition to the risks posed by its total GHG emissions by
topIn addition, the final rules require any registrant that is not required to include a GHG. . emissions attestation report pursuant to Item 1506(a) to disclose certain information if the.
topIn addition, as discussed below in section II.I.5, a. . registrant that is not subject to Item 1505 but that voluntarily discloses GHG emissions. . information and voluntarily obtains assurance will be required to comply only with Item 1506(e),
topMany commenters stated that a registrant should be required to calculate its GHG. . emissions pursuant to the GHG Protocol because the GHG Protocol's methodologies have been.
top(ii) A registrant is not required to include GHG emissions from a manure management. . system when disclosing its overall Scopes 1 and 2 emissions pursuant to paragraph (a)(1) of this.
topMany commenters stated that a registrant should be required to calculate its GHG. . emissions pursuant to the GHG Protocol because the GHG Protocol's methodologies have been.
topdisaggregated from the other gases.1027 For example, if a registrant has included a particular. . constituent gas, such as methane, in a GHG emissions reduction target that is disclosed pursuant.
top(ii) A registrant is not required to include GHG emissions from a manure management. . system when disclosing its overall Scopes 1 and 2 emissions pursuant to paragraph (a)(1) of this
toptimeline as its other Exchange Act annual reporting requirements, the Commission should permit. . a registrant to provide its GHG emissions disclosure sometime after the Exchange Act annual
toppursuant to the final rules to disclose certain information if the registrant voluntarily discloses its. . GHG emissions in a Commission filing and voluntarily subjects those disclosures to third-party.
topthat a registrant that voluntarily obtains assurance over its GHG emissions disclosures decides to. . voluntarily file or furnish an assurance report to the Commission at the limited assurance level,
topengagement to attest to the registrant's GHG emissions or to prepare a report filed with the Commission.. . The professional engagement period begins when the GHG attestation service provider either signs an.
toprequirement.982 These commenters stated that the proposed requirement to disclose a registrant's. . GHG emissions per unit of total revenue was unnecessary because investors can easily calculate.
topthe proposed intensity disclosure requirement is not necessary because investors should be able. . to calculate a registrant's GHG emissions per unit of total revenue by dividing a registrant's.
topAlthough requiring the disclosure of any fees, including non-attestation fees, received by the. . GHG emissions attestation provider from the registrant would provide investors with important. . information for evaluating the objectivity of the attestation provider, such an alternative would
topsevere weather events and other natural conditions and any efforts to reduce GHG emissions or. . otherwise mitigate exposure to transition risks on the line items in a registrant's financial.
toprequire a registrant to disclose the financial impact of any identified transition risks and any. . efforts to reduce GHG emissions or otherwise mitigate exposure to transition risks (collectively,
topsevere weather events and other natural conditions and any efforts to reduce GHG emissions or. . otherwise mitigate exposure to transition risks on the line items in a registrant's financial.
toprequire a registrant to disclose the financial impact of any identified transition risks and any. . efforts to reduce GHG emissions or otherwise mitigate exposure to transition risks (collectively,.
topsevere weather events and other natural conditions and any efforts to reduce GHG emissions or. . otherwise mitigate exposure to transition risks on the line items in a registrant's financial
topstated that the proposed timeline for reporting a registrant's GHG emissions should be consistent. . with the timeline for its financial reporting to maximize the use of the GHG emissions data and.
topindependent third-party to provide a check on the accuracy and completeness of a registrant's. . GHG emissions disclosures before the information is provided to investors, which as explained.
topstatements made within the meaning of sections 7 and 11 of the Securities Act.1624 To the extent. . that a registrant that voluntarily obtains assurance over its GHG emissions disclosures decides to
top11 of the Securities Act by the final rules'amendment to Rule 436, which provides that any. . description of assurance regarding a registrant's GHG emissions disclosures provided in
topitems of disclosure to be provided by the registrant in the filing that includes the attestation. . report (where the GHG emissions and other climate-related disclosures are presented), based on
toprequire a registrant to disclose within the separately captioned "Climate-Related Disclosure". . section in the filing the following information if the registrant's GHG emissions disclosures were
topstatements made within the meaning of sections 7 and 11 of the Securities Act.1624 To the extent. . that a registrant that voluntarily obtains assurance over its GHG emissions disclosures decides to. . voluntarily file or furnish an assurance report to the Commission at the limited assurance level,
topthat a registrant that voluntarily obtains assurance over its GHG emissions disclosures decides to. . voluntarily file or furnish an assurance report to the Commission at the limited assurance level,.
topmaterial climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.
topinvestors could gain decision-useful information regarding the relative risks to the registrant. . posed by each constituent GHG in addition to the risks posed by its total GHG emissions by
topregistrant may be subject to methane fees by the EPA, in which case information about the. . registrant's methane emissions could factor into investors'decision making
topfinancial information to climate-related risks, as explained by some commenters.2937 Consider,. . for example, a registrant that recently disclosed a net-zero emissions target
topa Form 10-K/A or its Form 10-Q for the second quarter of its current fiscal year containing the prior year's. . emissions disclosure and (2) the registrant, pursuant to Item 1505(c)(1), discloses the information required.
topregistrant that is not subject to Item 1505 but that voluntarily discloses GHG emissions. . information and voluntarily obtains assurance will be required to comply only with Item 1506(e),.
topa Form 10-K/A or its Form 10-Q for the second quarter of its current fiscal year containing the prior year's. . emissions disclosure and (2) the registrant, pursuant to Item 1505(c)(1), discloses the information required.
top(c)(1) Any GHG emissions metrics required to be disclosed pursuant to this section in a. . registrant's annual report on Form 10-K filed with the Commission may be incorporated by
topmove them away from high emissions products and services.499 Because the steps a registrant. . plans to take pursuant to its transition plan may have a material impact on its business, results of
topregistrant's GHG emissions both disaggregated by each constituent GHG and in the aggregate,. . 1024 As discussed below, neither EGCs nor SRCs will be required to disclose their Scopes 1 and 2 emissions.
topAs many commenters have indicated, investors view information about a registrant's. . GHG emissions, including its Scopes 1 and 2 emissions, as a central measure and indicator of the
topregistrant's GHG emissions both disaggregated by each constituent GHG and in the aggregate,. . 1024 As discussed below, neither EGCs nor SRCs will be required to disclose their Scopes 1 and 2 emissions.
topregistrant's GHG emissions both disaggregated by each constituent GHG and in the aggregate,. . 1024 As discussed below, neither EGCs nor SRCs will be required to disclose their Scopes 1 and 2 emissions
topAs many commenters have indicated, investors view information about a registrant's. . GHG emissions, including its Scopes 1 and 2 emissions, as a central measure and indicator of the.
topIn addition, under the final rules, a registrant that is required to disclose Scopes 1 and/or 2. . emissions and is an LAF or AF must file an attestation report in respect of those emissions.
topsurveyed reported their Scopes 1, 2, and 3 emissions in 2021. See TCFD, supra note 768.. . 1017 If a registrant is an LAF or an AF other than an SRC or EGC and its Scope 1 emissions are material but its.
topA registrant's Scopes 1 and/or 2 emissions may be material because their calculation and. . disclosure are necessary to allow investors to understand whether those emissions are significant.
topassurance would benefit investors during the initial transition period by enhancing the reliability. . of a registrant's Scopes 1 and 2 emissions disclosure, in light of the benefits that assurance.
topview omission of the disclosure as having significantly altered the total mix of information made. . available.. . A registrant's Scopes 1 and/or 2 emissions may be material because their calculation and
topFor each of its Scopes 1, 2, and 3 emissions, the proposed rules would have required a. . registrant to disclose the emissions both disaggregated by each constituent greenhouse gas and in.
topsurveyed reported their Scopes 1, 2, and 3 emissions in 2021. See TCFD, supra note 768.. . 1017 If a registrant is an LAF or an AF other than an SRC or EGC and its Scope 1 emissions are material but its.
topstated that because the proposed disclosure of Scopes 1 and 2 emissions would require such. . disclosure even when a registrant has not determined climate-related risks to be material, the.
top1017 As we stated when discussing. . a registrant's determination of material impacts of climate-related risks, we intend that a.
tophelp investors understand whether those emissions are likely to subject the registrant to a. . transition risk that will materially impact its business, results of operations, or financial condition.
topthose registrants'exposure and approach to climate-related risks over time. For example, Scope. . 1 and Scope 2 emissions disclosure may be relevant to investors'assessment of a registrant's
topfinancial information to climate-related risks, as explained by some commenters.2937 Consider,. . for example, a registrant that recently disclosed a net-zero emissions target
topthose registrants'exposure and approach to climate-related risks over time. For example, Scope. . 1 and Scope 2 emissions disclosure may be relevant to investors'assessment of a registrant's.
topstated that because the proposed disclosure of Scopes 1 and 2 emissions would require such. . disclosure even when a registrant has not determined climate-related risks to be material, the
topthose registrants'exposure and approach to climate-related risks over time. For example, Scope. . 1 and Scope 2 emissions disclosure may be relevant to investors'assessment of a registrant's.
topstated that because the proposed disclosure of Scopes 1 and 2 emissions would require such. . disclosure even when a registrant has not determined climate-related risks to be material, the.
topthose registrants'exposure and approach to climate-related risks over time. For example, Scope. . 1 and Scope 2 emissions disclosure may be relevant to investors'assessment of a registrant's
topsevere weather events and other natural conditions and any efforts to reduce GHG emissions or. . otherwise mitigate exposure to transition risks on the line items in a registrant's financial.
toprequire a registrant to disclose the financial impact of any identified transition risks and any. . efforts to reduce GHG emissions or otherwise mitigate exposure to transition risks (collectively,
topfour broad topics (i.e., clusters): business impact, emissions, international climate accords, and physical risks.. . Intensity refers to the average number of sentences per registrant, which is calculated by taking the aggregate
topemissions are currently or are reasonably likely to be subject to additional regulatory burdens. . through increased taxes or financial penalties, the registrant should consider whether such. . emissions metrics are material under the final rules
topthe consolidated financial statements included in the filing.. . 1063 By contrast, a registrant that has. . not previously disclosed its Scopes 1 and 2 emissions in a Commission filing for a particular.
topIn balancing these considerations, we are not mandating Scopes 1 and/or 2 emissions. . disclosures from all registrants. Rather, under the final rule, if either or both of those categories
topIn balancing these considerations, we are not mandating Scopes 1 and/or 2 emissions. . disclosures from all registrants. Rather, under the final rule, if either or both of those categories
topoutcomes of various possible future climate scenarios, and how climate-related risks may impact. . a registrant's operations, business strategy, and consolidated financial statements over time.536
topfuture climate scenarios, and how climate-related risks may impact a registrant's business strategy, results
topoutcomes of various possible future climate scenarios, and how climate-related risks may impact. . a registrant's operations, business strategy, and consolidated financial statements over time.536
topresults of operations, financial condition, or business strategy of a registrant. Because the TCFD. . framework is intended to elicit disclosure of climate-related risks that have materially affected or.
topresults of operations, financial condition, or business strategy of a registrant. Because the TCFD. . framework is intended to elicit disclosure of climate-related risks that have materially affected or.
topof identified climate-related risks on a company's consolidated financial statements, which. . would then assist investors in their assessment of a registrant's climate risk management.405
topof identified climate-related risks on a company's consolidated financial statements, which. . would then assist investors in their assessment of a registrant's climate risk management.405.
topof identified climate-related risks on a company's consolidated financial statements, which. . would then assist investors in their assessment of a registrant's climate risk management.405
toppotential financial impacts of a registrant's climate-related risks. Providing better information to. . investors will, in turn, reduce information asymmetries between managers and investors as well.
toprelated risks should be subject to the same liability as other important business or financial. . information that the registrant includes in its registration statements and periodic reports
topThe Commission proposed to define transition risks to mean the actual or potential. . negative impacts on a registrant's consolidated financial statements, business operations, or
topthese events and associated physical risks on a registrant's business as well as its financial. . performance and position.1757 With respect to transition risks, the Commission proposed to.
topThe Commission proposed to define transition risks to mean the actual or potential. . negative impacts on a registrant's consolidated financial statements, business operations, or.
toprequire disclosure of climate-related risks and their impacts on a registrant's business or financial. . condition.. . 13 Since the Commission issued the 2010 Guidance, there has been growing.
topreferenced in proposed Article 14 of Regulation S-X that demonstrate that the identified climate. related risks have had a material impact on the registrant's reported financial condition or
topreferenced in proposed Article 14 of Regulation S-X that demonstrate that the identified climate. related risks have had a material impact on the registrant's reported financial condition or
toptowards them is critical to understanding a registrant's transition risk management and its. . exposure to the likely financial impacts of identified transition risks.
topbeen an increased recognition of the current and potential effects, both positive and negative, of. . these events and associated physical risks on a registrant's business as well as its financial
topbeen an increased recognition of the current and potential effects, both positive and negative, of. . these events and associated physical risks on a registrant's business as well as its financial
topThe Commission proposed to define transition risks to mean the actual or potential. . negative impacts on a registrant's consolidated financial statements, business operations, or
topThe Commission included a request for comment in the Proposing Release asking if. . information for all periods in the consolidated financial statements should be required for
topCommenters who addressed the issue generally agreed with the proposal to require. . registrants to calculate the financial statement metrics using financial information that is
topProposing Release, requiring registrants to calculate the financial statement disclosures using. . financial information that is consistent with the scope of the rest of the registrant's consolidated
topThe Commission included a request for comment in the Proposing Release asking if. . information for all periods in the consolidated financial statements should be required for
topIn this regard, we believe climate-related disclosures should be subject to the same liability as. . other important business or financial information that the registrant includes in its registration
topIn this regard, we believe climate-related disclosures should be subject to the same liability as. . other important business or financial information that the registrant includes in its registration
topdetailed, consistent, reliable, and comparable information about climate-related effects on a. . registrant's business and financial condition to use in making their investment and voting.
topLikewise, some. . registrants may provide disclosures with a level of detail that investors deem immaterial.
topcomparable and most likely to be relevant to investors'understanding of the registrant's financial. . statement disclosures, without imposing significant additional costs on registrants and the
topfinancial statements, consistent with the proposal.2262 As the Commission explained in the. . Proposing Release, requiring registrants to calculate the financial statement disclosures using
topIn a change from the proposal, the final rules require the presentation of the financial. . statement disclosures on a prospective basis only
topcomparable and most likely to be relevant to investors'understanding of the registrant's financial. . statement disclosures, without imposing significant additional costs on registrants and the.
topfinancial statements, consistent with the proposal.2262 As the Commission explained in the. . Proposing Release, requiring registrants to calculate the financial statement disclosures using
topimpact on the registrant. Such disclosures will directly benefit investors who use this. . information to evaluate the financial prospects of the firms in which they are looking to.
top. the registrant's ICFR.2294 The proposed disclosures shared many characteristics with other. . financial statement disclosures, and the proposed financial statement metrics would reflect
top2941 In addition, by including the required disclosures in the financial. . statements, they will be subject to a registrant's ICFR and the requirement for management to.
topcapitalized costs, expenditures expensed, charges, and losses that are currently recorded in a. . registrant's financial statements in accordance with GAAP, and therefore the disclosures should
topclimate-related risks in the financial statements.2303 As discussed above, many commenters. . asserted the disclosures should instead be included in the MD&A section of a registrant's
topto better assess the effects of these events and conditions (i.e., types of physical risks) on a. . registrant's financial position and financial performance. Better disclosures of physical risks can
topemissions disclosures to which the attestation report relates;80. . Provide the financial statement disclosures required under Regulation S-X for the.
topt %20Zurich.pdf (documenting various divestment and planning strategies in managing climate-related risk. . among companies in the insurance and financial services industries).
topt %20Zurich.pdf (documenting various divestment and planning strategies in managing climate-related risk. . among companies in the insurance and financial services industries).
topt %20Zurich.pdf (documenting various divestment and planning strategies in managing climate-related risk. . among companies in the insurance and financial services industries).
topof identified climate-related risks on a company's consolidated financial statements, which. . would then assist investors in their assessment of a registrant's climate risk management.405
topimpact of any other climate-related opportunities, including those identified by the registrant. . pursuant to proposed Item 1502(a) of Regulation S-K, on any of the financial statement
top. commenters suggested that the definition of climate-related opportunities should be revised to.
topmetrics.2188 The Proposing Release explained that if a registrant makes a policy decision to. . disclose the impact of a climate-related opportunity on the proposed financial statement metrics,
topThe Commission also proposed to amend Regulation S-X to add a new article (Article. . 14), which would have required a registrant to disclose in a note to its financial statements
topProposed Rules. . The Commission proposed to amend Regulation S-X to require a registrant to disclose. . Financial Impact Metrics.
topfinancial statements, consistent with the proposal.2262 As the Commission explained in the. . Proposing Release, requiring registrants to calculate the financial statement disclosures using.
topThe Commission included a request for comment in the Proposing Release asking if, for. . the proposed financial statement metrics, it should require a registrant to disclose material
topAs the Commission stated in the Proposing Release, such disclosure. . will provide insight into the impacts described above on the registrant's financial statements and
topof identified climate-related risks on a company's consolidated financial statements, which. . would then assist investors in their assessment of a registrant's climate risk management.405
top. metric to help investors assess a registrant's climate risk management and the financial impact of. . a transition plan while also helping to limit the compliance burden, as some commenters
toppotential financial impacts of a registrant's climate-related risks. Providing better information to. . investors will, in turn, reduce information asymmetries between managers and investors as well
topapplicable to, its consolidated financial statements.901 The Commission proposed this approach. . in order to provide investors a consistent view of the registrant's business across its financial and
topHowever, the final rules do not prescribe how a registrant must account for insurance proceeds in its. . financial statements, and registrants should prepare their financial statements in accordance with GAAP
topHowever, the final rules do not prescribe how a registrant must account for insurance proceeds in its. . financial statements, and registrants should prepare their financial statements in accordance with GAAP
topin a registrant's books and records underlying the financial statements. The final rules require. . registrants to disclose where on the balance sheet and income statement these capitalized costs,.
topdirect costs incurred due to severe weather events might be straightforward because the costs are. . recorded in the registrant's financial records.1926 One commenter recommended that the
topwould have constituted line-item impacts to a registrant's financial statements. Therefore, the requirement. . to disclose costs and expenditures incurred as a result of severe weather events and other natural conditions.
topcapitalized costs, expenditures expensed, charges, and losses that are currently recorded in a. . registrant's financial statements in accordance with GAAP, and therefore the disclosures should
toptheir scope to capitalized costs, expenditures expensed, charges, and losses derived from. . transactions and amounts recorded in registrant's books and records underlying the financial
topdirect costs incurred due to severe weather events might be straightforward because the costs are. . recorded in the registrant's financial records.1926 One commenter recommended that the.
topregistrant's financial statements. The incremental compliance costs will be due to the. . requirement to separately disaggregate and disclose these costs, expenditures, charges, and losses.
topmost registrants are exposed to climate-related risks, and without sufficient information. . regarding transition risks and physical risks facing a registrant, investors may be unable to
toprequire 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.
topparticular tools, strategies, or practices with respect to climate-related risks. If, however, a. . registrant has adopted such a plan, information regarding the plan is important to help investors
topof how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
top247 See letter from AGs of Cal. et al.. . 78. . most registrants are exposed to climate-related risks, and without sufficient information. . regarding transition risks and physical risks facing a registrant, investors may be unable to
topof how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
topof how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes.
topof how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
topwithin the company's organization accountability for climate-related risks is assigned" so that. . investors may assess a registrant's risk management systems in this context.2805 The disclosures
topwithin the company's organization accountability for climate-related risks is assigned" so that. . investors may assess a registrant's risk management systems in this context.2805 The disclosures
topthose registrants'exposure and approach to climate-related risks over time. For example, Scope. . 1 and Scope 2 emissions disclosure may be relevant to investors'assessment of a registrant's
topwithin the company's organization accountability for climate-related risks is assigned" so that. . investors may assess a registrant's risk management systems in this context.2805 The disclosures.
topabout a registrant's transition plan would help investors evaluate the seriousness of stated. . corporate intentions to identify and manage climate-related risks, including the credibility of.
topabout how climate-related risks have impacted or are likely to impact a registrant's strategy,. . business model, and outlook can be important for purposes of making an investment or voting.
topthe implications of the identified climate-related risks have been integrated into the registrant's. . business model or strategy, including how resources are being used to mitigate climate-related.
tophave been integrated into the registrant's business model or strategy, including whether. . and how resources are being used to mitigate climate-related risks; and.
topabout how climate-related risks have impacted or are likely to impact a registrant's strategy,. . business model, and outlook can be important for purposes of making an investment or voting.
toprisks.747 Many commenters similarly supported the Commission's proposal to require disclosure. . of how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
toprisks.747 Many commenters similarly supported the Commission's proposal to require disclosure. . of how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
toprisks.747 Many commenters similarly supported the Commission's proposal to require disclosure. . of how registrants prioritize climate-related risks and how they determine to mitigate a high.
topto require the same climate-related disclosures as proposed for a domestic registrant.2382 The. . Commission explained that, because climate-related risks potentially impact both domestic and
toprisks.747 Many commenters similarly supported the Commission's proposal to require disclosure. . of how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
topcounterparties to material contracts (to the extent known or reasonably available); activities to. . mitigate or adapt to climate-related risks; and expenditure for research and development.. . Registrants are also required to discuss whether and how the registrant considers these impacts as.
topthe implications of the identified climate-related risks have been integrated into the registrant's. . business model or strategy, including how resources are being used to mitigate climate-related.
tophave been integrated into the registrant's business model or strategy, including whether. . and how resources are being used to mitigate climate-related risks; and
topcharacterized as helping to mitigate climate-related risks.1904 Another commenter pointed out. . that if a registrant's insurance costs increase, it will be difficult for a registrant to attribute this.
topof how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes.
topdecisions.46 The TCFD reporting framework was designed to elicit information to help investors. . better understand a registrant's climate-related risks to make more informed investment
topinvestors and those acting on their behalf including investment advisers and investment. . management companies currently seek information to assess how climate-related risks affect a.
topdecisions.46 The TCFD reporting framework was designed to elicit information to help investors. . better understand a registrant's climate-related risks to make more informed investment
topdecisions.46 The TCFD reporting framework was designed to elicit information to help investors. . better understand a registrant's climate-related risks to make more informed investment
topabout how climate-related risks have impacted or are likely to impact a registrant's strategy,. . business model, and outlook can be important for purposes of making an investment or voting.
topdecisions.46 The TCFD reporting framework was designed to elicit information to help investors. . better understand a registrant's climate-related risks to make more informed investment
topbetter understand a registrant's climate-related risks to make more informed investment. . 44 See, e.g., letters from Calvert; Ceres; Investment Adviser Association (June 17, 2022) ("IAA"); and.
topof how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
toprequired disclosures, we nonetheless believe that the climate-related information required to be. . disclosed by the final rules in a registrant's Securities Act registration statements and Exchange
topIn this regard, we believe climate-related disclosures should be subject to the same liability as. . other important business or financial information that the registrant includes in its registration
toprequired disclosures, we nonetheless believe that the climate-related information required to be. . disclosed by the final rules in a registrant's Securities Act registration statements and Exchange.
top. transition risk and understanding its progress towards a registrant's own climate-related targets. . no later than the due date for the Form 10-Q for the second quarter in the subsequent fiscal year); and
topallow an investor to choose to invest in the company with climate-related risk strategies that best. . align with the investor's investment objectives..
topabout the resilience of a registrant's climate-related business strategy while also helping to limit. . the registrant's compliance burden relating to scenario analysis disclosure under the final rules.
topissues that are materially relevant to a registrant's business and strategy); and D. Hileman Consulting. . (stating that it is not necessary for the Commission to enumerate specific climate-related risks, such as.
topforeign private issuer may use to register the offer and sale of securities under the Securities Act. . to require the same climate-related disclosures as proposed for a domestic registrant.2382 The
topto require the same climate-related disclosures as proposed for a domestic registrant.2382 The. . Commission explained that, because climate-related risks potentially impact both domestic and.
topwithin the company's organization accountability for climate-related risks is assigned" so that. . investors may assess a registrant's risk management systems in this context.2805 The disclosures
topforeign private issuer may use to register the offer and sale of securities under the Securities Act. . to require the same climate-related disclosures as proposed for a domestic registrant.2382 The
topfiling, asserting that existing sections, such as MD&A and Risk Factors, are more appropriate. . places to provide the climate-related disclosures and stating that it should be up to each registrant
toprequire a registrant to disclose how it intends to achieve its climate-related targets or goals, the. . Commission similarly stated that the PSLRA safe harbors would apply to forward-looking
toprequire a registrant to disclose how it intends to achieve its climate-related targets or goals, the. . Commission similarly stated that the PSLRA safe harbors would apply to forward-looking.
topIf carbon offsets or RECs have been used as a material component of a registrant's plan. . to achieve its disclosed climate-related targets or goals, the final rules (Rule 14-02(e)) require
topa registrant's climate-related targets and related commitments, such as a disclosed commitment. . to achieve net-zero emissions by 2040, may impact certain accounting estimates and.
toprenewable energy credits or certificates ("RECs") if used as a material component of a. . registrant's plans to achieve its disclosed climate-related targets or goals; and69
topa registrant's climate-related targets and related commitments, such as a disclosed commitment. . to achieve net-zero emissions by 2040, may impact certain accounting estimates and.
toprenewable energy credits or certificates ("RECs") if used as a material component of a. . registrant's plans to achieve its disclosed climate-related targets or goals; and69
toprenewable energy credits or certificates ("RECs") if used as a material component of a. . registrant's plans to achieve its disclosed climate-related targets or goals; and69. . 65 An LAF is an issuer after it first meets the following conditions as of the end of its fiscal year: (i) the issuer
toprenewable energy credits or certificates ("RECs") if used as a material component of a. . registrant's plans to achieve its disclosed climate-related targets or goals; and69. . 65 An LAF is an issuer after it first meets the following conditions as of the end of its fiscal year: (i) the issuer
topstatements.222 As proposed, a registrant could also optionally disclose the actual and potential. . impacts of any climate-related opportunities it is pursuing.223 The Commission proposed.
topstatements.222 As proposed, a registrant could also optionally disclose the actual and potential. . impacts of any climate-related opportunities it is pursuing.223 The Commission proposed
topstatements.222 As proposed, a registrant could also optionally disclose the actual and potential. . impacts of any climate-related opportunities it is pursuing.223 The Commission proposed
top2217 See Proposing Release, section II.F.3 (stating, in the discussion of the proposed Expenditure Metrics, that a. . registrant may choose to disclose the impact of efforts to pursue climate-related opportunities associated
toprequire, rather than permit, the disclosure of how a registrant plans to achieve any climate-related. . opportunities mentioned in its transition plan in order to discourage deceptive statements.486
topwould have permitted a registrant, at its option, to describe any climate-related opportunities it. . was pursuing when responding to those provisions.354 In this regard, the Commission proposed a.
topinvestors could gain decision-useful information regarding the relative risks to the registrant. . posed by each constituent GHG in addition to the risks posed by its total GHG emissions by.
topattendant risks and benefits, investors need detailed information about the carbon offsets or. . RECs used in order to evaluate the effectiveness of a registrant's transition risk strategy and.
topattendant risks and benefits, investors need detailed information about the carbon offsets or. . RECs used in order to evaluate the effectiveness of a registrant's transition risk strategy and
topattendant risks and benefits, investors need detailed information about the carbon offsets or. . RECs used in order to evaluate the effectiveness of a registrant's transition risk strategy and
topinvestors could gain decision-useful information regarding the relative risks to the registrant. . posed by each constituent GHG in addition to the risks posed by its total GHG emissions by.
topThe Commission proposed this requirement so that. . investors could gain decision-useful information regarding the relative risks to the registrant. . posed by each constituent GHG in addition to the risks posed by its total GHG emissions by
topmateriality qualifiers, the final rules will help ensure that investors receive material information. . about the registrant's use of internal carbon pricing to inform their investment and voting
toprelated disclosure requirements discussed herein, so that investors will have the information they. . need to make informed investment and voting decisions by evaluating a registrant's exposure to
top. GHG emissions attestation provider from the registrant would provide investors with important. . information for evaluating the objectivity of the attestation provider, such an alternative would
topto it by virtue of the SEC's mandate could easily distract investors from equally important or more topically. . relevant material information that a registrant discloses.").
topattendant risks and benefits, investors need detailed information about the carbon offsets or. . RECs used in order to evaluate the effectiveness of a registrant's transition risk strategy and
toprequirements in Article 14 even if it does not have information to disclose pursuant to subpart. . 1500, as long as the applicable Commission filing requires the registrant to comply with subpart
toprequirements in Article 14 even if it does not have information to disclose pursuant to subpart. . 1500, as long as the applicable Commission filing requires the registrant to comply with subpart
topalready requires the disclosure of information that allows for investors to adequately assess a. . registrant's board of directors640 while another commenter stated that the Commission should
topThe Commission proposed this requirement so that. . investors could gain decision-useful information regarding the relative risks to the registrant.
topThe Commission included a request for comment in the Proposing Release asking if. . information for all periods in the consolidated financial statements should be required for.
topThe Commission is adopting the requirement for registrants to disclose certain additional. . information related to the attestation of a registrant's GHG emissions with significant.
topThe Commission proposed to require a registrant that was not required to include a GHG. . emissions attestation report under the proposed rules to disclose certain information if the.
topThe Commission proposed this requirement so that. . investors could gain decision-useful information regarding the relative risks to the registrant.
topinformation that the registrant includes in its registration statements and periodic reports.. . We acknowledge that requiring these disclosures to be filed may increase registrants'.
top1008 Because such information can be necessary to inform an investor's understanding. . of the overall impact of transition risk and related targets and goals on a registrant's business,.
topregistrant climate risk disclosure that is too generic and boilerplate, or non-existent, despite. . repeated efforts by the [Commission] to encourage more detailed information in this broad area
tophow climate-related risks have materially impacted or are reasonably likely to have a material. . impact on the registrant. Such disclosures will directly benefit investors who use this. . information to evaluate the financial prospects of the firms in which they are looking to
topforth by the Commission in 1968 and included consideration of five factors that may make an offering. . speculative or risky, including with respect to risks involving "a registrant's business or proposed.
topposition of attesting to its own work and may create a mutual interest between the attestation. . provider and the registrant, two of the factors the final rules state the Commission will consider
topa requirement for the registrant to request the former GHG emissions attestation provider to. . furnish the registrant with a letter addressed to the Commission stating whether it agrees with the
topnote 2594), as well as registrant data gathered by Commission staff from Commission filings. Parent. . companies from the GHGRP reporting data were matched to registrants based on company name using.
topnote 2594), as well as registrant data gathered by Commission staff from Commission filings. Parent. . companies from the GHGRP reporting data were matched to registrants based on company name using
topmethodologies, and data sources the registrant used to arrive at those figures.1086. . In the Proposing Release, the Commission explained that, although many registrants have.
toplisted companies, the commenter recommended that the Commission require this disclosure,. . except for opportunities unrelated to a registrant's principal line of business.
topThis commenter noted that if the Commission proceeds with a single amount,. . registrants would require guidance on how the amount should be determined.1915 Another.
topsubject to a material physical risk to enable investors to fully assess the registrant's exposure to. . the physical risk.266 This commenter also urged the Commission to require the proposed
topalready requires the disclosure of information that allows for investors to adequately assess a. . registrant's board of directors640 while another commenter stated that the Commission should
topThis commenter noted that if the Commission proceeds with a single amount,. . registrants would require guidance on how the amount should be determined.1915 Another.
topsection 7 pursuant to the amendments to Item 601 of Regulation S-K.1625 However, if a. . registrant voluntarily chooses to file or furnish an assurance report to the Commission that does
topsection 7 pursuant to the amendments to Item 601 of Regulation S-K.1625 However, if a. . registrant voluntarily chooses to file or furnish an assurance report to the Commission that does.
topThe Commission proposed to apply the proposed climate-related disclosure rules to a. . registrant with Exchange Act reporting obligations pursuant to Exchange Act section 13(a)2376 or
toprequirements in Article 14 even if it does not have information to disclose pursuant to subpart. . 1500, as long as the applicable Commission filing requires the registrant to comply with subpart
top(c)(1) Any GHG emissions metrics required to be disclosed pursuant to this section in a. . registrant's annual report on Form 10-K filed with the Commission may be incorporated by
topassumptions would enable investors to evaluate a registrant's "physical risk resilience,"2178 or. . would inform investors "of the scope, likelihood, and magnitude of potential risks as perceived.
top(including both transition and physical risks).3158 If the disclosures cause investors to update. . their expectations of a registrant's exposure to this type of risk, the cost of capital could adjust
topand assess the registrant's transition risk strategy and how the registrant is managing the material. . impacts of its identified climate-related risks
topbecause they believed that the Commission's existing rules already require the disclosure of. . material risks and how the registrant is managing them.733 Other commenters stated that the
toprisks.747 Many commenters similarly supported the Commission's proposal to require disclosure. . of how registrants prioritize climate-related risks and how they determine to mitigate a high
toprisks.747 Many commenters similarly supported the Commission's proposal to require disclosure. . of how registrants prioritize climate-related risks and how they determine to mitigate a high.
toprequirement.283 Some of these commenters contended that the Commission's rules already. . require a registrant to disclose material climate risks, and that therefore there is no need for the.
toprequirement.283 Some of these commenters contended that the Commission's rules already. . require a registrant to disclose material climate risks, and that therefore there is no need for the. . proposed climate-related risk disclosure requirement.284 Several other commenters stated that
topof identified climate-related risks on a company's consolidated financial statements, which. . would then assist investors in their assessment of a registrant's climate risk management.405
topoutcomes of various possible future climate scenarios, and how climate-related risks may impact. . a registrant's operations, business strategy, and consolidated financial statements over time.536
top. material climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure.
topSee also Anthesis (stating that the SEC should require the. . registrant to disclose its process for identifying climate risks with the highest materiality and explain its.
topsevere weather events and other natural conditions and any efforts to reduce GHG emissions or. . otherwise mitigate exposure to transition risks on the line items in a registrant's financial. . 1703 See supra note 1664 and accompanying text.
topa registrant's business, results of operations, and financial condition. This disclosure. . requirement also may limit a registrant's incentive to dismiss attestation providers that it views.
topemissions disclosures to which the attestation report relates;80. . Provide the financial statement disclosures required under Regulation S-X for the
topthe disclosure of specific addresses, and not just ZIP codes, to identify the location of assets. . subject to a material physical risk to enable investors to fully assess the registrant's exposure to
topavoid any potential confusion on the part of investors about the scope of entities included in the. . GHG emissions calculation and help them assess the extent of the registrant's transition risk
top(including both transition and physical risks).3158 If the disclosures cause investors to update. . their expectations of a registrant's exposure to this type of risk, the cost of capital could adjust
topin order to provide investors a consistent view of the registrant's business across its financial and. . GHG emissions disclosures.
topindependent third-party to provide a check on the accuracy and completeness of a registrant's. . GHG emissions disclosures before the information is provided to investors, which as explained.
topThis commenter provided the following examples of when climate-related risks. . involving a registrant's value chain may be more important to investors than such risks involving the
topalready requires the disclosure of information that allows for investors to adequately assess a. . registrant's board of directors640 while another commenter stated that the Commission should
topalready requires the disclosure of information that allows for investors to adequately assess a. . registrant's board of directors640 while another commenter stated that the Commission should.
topThis commenter provided the following examples of when climate-related risks. . involving a registrant's value chain may be more important to investors than such risks involving the
toprequirement would enhance management's accountability for its climate-related commitments.814. . This commenter further supported requiring a registrant to provide periodic updates to help
toprisk on the registrant's strategy, business model, and outlook. The rules also provide a non. exhaustive list of examples of disclosure items that a registrant should include, if applicable, in
topunderstand the financial impacts and assess the registrant's transition risk management. While. . some commenters recommended that the Commission require the disclosure only of targets or.
topof the overall impact of transition risk and related targets and goals on a registrant's business,. . results of operations, financial condition, and prospects, the final rules include a Scopes 1 and 2
topof the overall impact of transition risk and related targets and goals on a registrant's business,. . results of operations, financial condition, and prospects, the final rules include a Scopes 1 and 2.
topenough to subject the registrant to a transition risk that will or is reasonably likely to materially. . impact its business, results of operations, or financial condition in the short or long-term.
topand Morningstar (recommending that the Commission go further in mandating quantitative disclosures. . related to a registrant's assets exposed to physical climate risk, as such data is important across economic.
topThe Commission proposed to require a registrant to describe the nature of an identified. . transition risk, including whether it relates to regulatory, technological, market (including.
topThe Commission proposed to require a registrant to describe the nature of an identified. . transition risk, including whether it relates to regulatory, technological, market (including.
topand Morningstar (recommending that the Commission go further in mandating quantitative disclosures. . related to a registrant's assets exposed to physical climate risk, as such data is important across economic
topfor the purpose of calculating a registrant's GHG emissions pursuant to 229.1505, briefly. . describe this difference.. . 856. . 229.1503 (Item 1503) Risk management
topavoid any potential confusion on the part of investors about the scope of entities included in the. . GHG emissions calculation and help them assess the extent of the registrant's transition risk. related financial impacts
topfor the purpose of calculating a registrant's GHG emissions pursuant to 229.1505, briefly. . describe this difference.. . 856. . 229.1503 (Item 1503) Risk management
topor voting decisions.511 Once a registrant has provided disclosure about a transition plan it has. . adopted to manage a material climate risk, we do not expect that it would be particularly
topthat requiring disclosure on a line item basis would "overcome the longstanding problem of. . registrant climate risk disclosure that is too generic and boilerplate, or non-existent, despite
topemissions disclosure, namely: providing investors with material metrics that will aid in the. . assessment of transition risk for those registrants that have identified a material climate risk; and. . facilitating investors'evaluation of a registrant's progress towards achieving a material target or
topthat requiring disclosure on a line item basis would "overcome the longstanding problem of. . registrant climate risk disclosure that is too generic and boilerplate, or non-existent, despite. . repeated efforts by the [Commission] to encourage more detailed information in this broad area
topthat requiring disclosure on a line item basis would "overcome the longstanding problem of. . registrant climate risk disclosure that is too generic and boilerplate, or non-existent, despite
topprovide investors with important information that will help them understand a registrant's. . climate risk management and assess any effects on its asset valuation and securities pricing.461
topregistrant climate risk disclosure that is too generic and boilerplate, or non-existent, despite. . repeated efforts by the [Commission] to encourage more detailed information in this broad area.
top. risk on the registrant's strategy, business model, and outlook. The rules also provide a non. exhaustive list of examples of disclosure items that a registrant should include, if applicable, in
top(including both transition and physical risks).3158 If the disclosures cause investors to update. . their expectations of a registrant's exposure to this type of risk, the cost of capital could adjust
topIt also includes a non-exclusive list of disclosures the registrant must provide, as applicable,. . including whether the transition risk relates to regulatory, technological, market, or other.
topIt also includes a non-exclusive list of disclosures the registrant must provide, as applicable,. . including whether the transition risk relates to regulatory, technological, market, or other
topIt also includes a non-exclusive list of disclosures the registrant must provide, as applicable,. . including whether the transition risk relates to regulatory, technological, market, or other.
topand Morningstar (recommending that the Commission go further in mandating quantitative disclosures. . related to a registrant's assets exposed to physical climate risk, as such data is important across economic
topWith respect to capitalized costs, expenditures expensed, and losses related to carbon. . offsets and RECs, registrants must disclose these amounts if carbon offsets or RECs have been.
topthat a registrant may be required to disclose the amount of expenditure expensed or capitalized. . costs, as applicable, incurred for the climate-related events to increase the resilience of assets or.
topcapitalized costs, expenditures expensed, charges, and losses that are currently recorded in a. . registrant's financial statements in accordance with GAAP, and therefore the disclosures should.
topthat a registrant may be required to disclose the amount of expenditure expensed or capitalized. . costs, as applicable, incurred for the climate-related events to increase the resilience of assets or.
toptheir expectations of a registrant's exposure to this type of risk, the cost of capital could adjust. . accordingly.. . More generally, if compliance costs with the final rules are sufficiently high, this could
topAccording to commenters, these concerns. . would increase compliance costs and raise a registrant's liability exposure so that the total cost of. . the Scope 3 emissions disclosure would likely exceed its benefit.939 Because of the difficulties
topaccepted methodology to report Scope 3 emissions. According to commenters, these concerns. . would increase compliance costs and raise a registrant's liability exposure so that the total cost of
topaccepted methodology to report Scope 3 emissions. According to commenters, these concerns. . would increase compliance costs and raise a registrant's liability exposure so that the total cost of
toptheir expectations of a registrant's exposure to this type of risk, the cost of capital could adjust. . accordingly.. . More generally, if compliance costs with the final rules are sufficiently high, this could
topWe emphasize that there could be a considerable range in actual compliance costs given. . that not all costs listed above will apply to all registrants or during all measurement periods.
top$872,0003036 in the first year of compliance and lower annual costs in subsequent years. After. . the respective phase in periods, these registrants would incur additional costs for GHG emissions.
top$872,0003036 in the first year of compliance and lower annual costs in subsequent years. After. . the respective phase in periods, these registrants would incur additional costs for GHG emissions.
topmarket practices prior to preparing their initial disclosures required in response to the final rules.. . We expect compliance costs to decrease over time. For example, a registrant disclosing. . climate-related information for the first time is likely to incur initial fixed costs to develop and
topregarding certain costs of compliance with environmental laws;2583 Item 103 (Legal Proceedings). . requires disclosure regarding any material pending legal proceeding to which a registrant or any
toppositioned to request information, thus lowering these costs.. . Some commenters asserted that a registrant's compliance costs could be passed on to
topWe expect compliance costs to decrease over time. For example, a registrant disclosing. . climate-related information for the first time is likely to incur initial fixed costs to develop and.
top$872,0003036 in the first year of compliance and lower annual costs in subsequent years. After. . the respective phase in periods, these registrants would incur additional costs for GHG emissions
topWith respect to capitalized costs, expenditures expensed, and losses related to carbon. . offsets and RECs, registrants must disclose these amounts if carbon offsets or RECs have been.
topavailable from voluntary reporting and, as these provisions of the final rules more closely align. . with the TCFD, they may limit costs for those registrants who are familiar with reporting under. . this framework.
top. material climate risks such companies may be facing while limiting the overall costs to these. . registrants by alleviating the significant burdens associated with GHG emissions disclosure
topaddress opportunities related to carbon offsets and RECs. Under the final rules, a registrant is required to
topand therefore the proposed rules did not separately address opportunities related to carbon offsets. . and RECs. Under the final rules, a registrant is required to disclose capitalized costs,
topother natural conditions exceed certain thresholds.2901 Specifically, a registrant will be required. . to disclose capitalized costs and charges incurred as a result of severe weather events or other
topinterest in the book value of an entity, and requiring a registrant to disclose the capitalized costs. . and charges incurred as a result of severe weather events and other natural conditions will help
toppresented in the income statement and the balance sheet.. . (2) If a registrant is required to provide disclosure pursuant to paragraph (e)(1) of this.
topaudit costs would be higher than the estimated amount included in the proposal.2344 For. . example, a registrant stated that its auditors estimated the cost of the audit to be within the range.
topto revenues, costs savings, or cost reductions, which some commenters stated would be. . particularly difficult to disclose because such amounts are not currently captured in a registrant's
topto revenues, costs savings, or cost reductions, which some commenters stated would be. . particularly difficult to disclose because such amounts are not currently captured in a registrant's
topaudit costs would be higher than the estimated amount included in the proposal.2344 For. . example, a registrant stated that its auditors estimated the cost of the audit to be within the range
topas a result have incurred costs and inefficiencies when attempting to assess climate-related risks and their. . effect on the valuation of a registrant's securities).
topcharacterized as helping to mitigate climate-related risks.1904 Another commenter pointed out. . that if a registrant's insurance costs increase, it will be difficult for a registrant to attribute this
topcharacterized as helping to mitigate climate-related risks.1904 Another commenter pointed out. . that if a registrant's insurance costs increase, it will be difficult for a registrant to attribute this.
topcharacterized as helping to mitigate climate-related risks.1904 Another commenter pointed out. . that if a registrant's insurance costs increase, it will be difficult for a registrant to attribute this
topmarket practices prior to preparing their initial disclosures required in response to the final rules.. . We expect compliance costs to decrease over time
topcomparable and most likely to be relevant to investors'understanding of the registrant's financial. . statement disclosures, without imposing significant additional costs on registrants and the.
topAlthough the proposed rules would not have required a GHG emissions attestation provider to be. . licensed, one commenter asked the Commission to clarify "which existing licensing or.
topexperience in providing assurance.1313 Another commenter stated that the Commission should. . require a GHG emissions attestation provider to "have familiarity with the specific industry of.
topfinal rules should mitigate the concerns of commenters that stated the Commission should wait in. . order to give registrants and GHG emissions attestation providers more time to prepare for.
topfinal rules should mitigate the concerns of commenters that stated the Commission should wait in. . order to give registrants and GHG emissions attestation providers more time to prepare for
topstringent independence standards applicable to the financial statement auditor" and encouraged. . the Commission to require GHG emissions attestation providers to "meet the full complement of
topstringent independence standards applicable to the financial statement auditor" and encouraged. . the Commission to require GHG emissions attestation providers to "meet the full complement of. . SEC independence requirements."1323 Other commenters stated that they supported the proposed
topresponsibility to do so in all SEC filings)."1530 In addition, one commenter stated that the. . Commission should work toward establishing oversight over GHG emissions attestation
topattestation provider and identifying examples).. . 362. . c. Final Rules. . The Commission is adopting the requirement for registrants to disclose certain additional.
topUS LLP (stating that if "the Commission determines that attestation engagements related to GHG. . emissions should be conducted in accordance with PCAOB standards, we believe the PCAOB may deem it.
topSome commenters requested that the Commission provide. . additional guidance regarding the qualifications for a GHG emissions attestation provider;1353.
toprespect to the GHG emissions attestation engagement.1370 Along those lines, existing. . Commission guidance and staff interpretations regarding Rule 2-01 do not apply to the.
top1312 See, e.g., letters from CAQ; CFA Institute (stating that the Commission should require a GHG emissions. . attestation provider to have the financial wherewithal to withstand any litigation that might ensue from their.
topthe Commission should specify that a GHG emissions attestation provider meets the expertise. . requirements if it is a member in good standing of a specified accreditation body and identified.
topWe are adopting final rules (Item 1506(e)) that require any registrant that is not required. . to include a GHG emissions attestation report pursuant to Item 1506(a) to disclose certain. . information about the assurance engagement if the registrant's GHG emissions disclosure was
topinformation obtained from any GHG emissions attestation provider:. . Whether the attestation provider has a license from any licensing or accreditation body to.
topdisclose whether the GHG emissions attestation provider has a license from an accreditation. . body.1517 One of these commenters explained that this information "would be helpful to
topThe requirement to disclose certain information when a GHG emissions attestation. . provider resigns or is dismissed only applies to AFs and LAFs that are required to obtain an.
topThe final rules also require LAFs and AFs to disclose, after requesting relevant. . information from any GHG emissions attestation provider as necessary, whether the GHG
topThe requirement to disclose certain information when a GHG emissions attestation. . provider resigns or is dismissed only applies to AFs and LAFs that are required to obtain an.
topThe final rules also require LAFs and AFs to disclose, after requesting relevant. . information from any GHG emissions attestation provider as necessary, whether the GHG
topinformation obtained from any GHG emissions attestation provider:. . Whether the attestation provider has a license from any licensing or accreditation body to.
topdisclose whether the GHG emissions attestation provider has a license from an accreditation. . body.1517 One of these commenters explained that this information "would be helpful to
tophowever, we also recognize that the benefits provided by open access may also exist when a. . standard is widely used in the marketplace such that registrants, GHG emissions attestation
topregistrants, we do not expect that it would be costly for registrants to include these disclosures in. . the filing that contains the GHG emissions disclosures and attestation report, when applicable
topA few commenters stated that they supported the proposed requirement for registrants to. . disclose whether the GHG emissions attestation provider is subject to record-keeping.
top(recommending that the proposed attestation requirements apply to all registrants with material GHG. . emissions and suggesting an additional one-year delay for smaller reporting companies); NY St.
top(recommending that the proposed attestation requirements apply to all registrants with material GHG. . emissions and suggesting an additional one-year delay for smaller reporting companies); NY St.
top. the registrant for which the attestation report is being provided," which the commenter stated.
topAlong similar lines, another commenter stated that there might be instances where a. . subsidiary of a registrant has a separate attestation engagement performed over its GHG.
topspecify that the record-keeping requirements of a GHG emissions attestation provider must be of. . a certain minimum duration.1535 One commenter stated it believed "the record-keeping
topour experience in administering Rule 2-01 in the context of financial statement audits. One. . commenter appeared to suggest that, under the proposed rules, GHG emissions attestation
top. providers would not be subject to the same level of independence as financial statement.
topto a question from a commenter,1500 we are clarifying that a report that states the GHG emissions. . attestation provider is disclaiming an opinion on the GHG emissions would not constitute
topour experience in administering Rule 2-01 in the context of financial statement audits. One. . commenter appeared to suggest that, under the proposed rules, GHG emissions attestation. . providers would not be subject to the same level of independence as financial statement.
topto a question from a commenter,1500 we are clarifying that a report that states the GHG emissions. . attestation provider is disclaiming an opinion on the GHG emissions would not constitute.
topstringent independence standards applicable to the financial statement auditor" and encouraged. . the Commission to require GHG emissions attestation providers to "meet the full complement of.
topour experience in administering Rule 2-01 in the context of financial statement audits. One. . commenter appeared to suggest that, under the proposed rules, GHG emissions attestation.
topour experience in administering Rule 2-01 in the context of financial statement audits. One. . commenter appeared to suggest that, under the proposed rules, GHG emissions attestation
topgenerally expressed support for such an amendment so that GHG emissions attestation providers. . would not be subject to liability under section 11.1344 A few of these commenters stated that the.
top1397 In situations where GHG emissions attestation providers are experts, the amendments to Rule 436 will. . eliminate the potential for section 11 liability for those providers with respect to attestation reports at the.
topwith the final rules1476 but will likely benefit investors by leveraging the experience that GHG. . emissions attestation providers already have with particular standards, which could lead to
topshould help address concerns about the supply of GHG emissions attestation providers.. . 296. . an approach because the benefits of obtaining reasonable assurance are apparent now1243 and we.
toppre-approve the GHG emissions attestation services, nor was such a requirement proposed, it. . would be permissible under the final rules for a registrant to use the auditor of its financial
topRegulation S-X Rule 2-01 is an appropriate model for determining the independence of the GHG emissions. . attestation provider as it addresses financial relationships, employment relationships, business relationships,
topRegulation S-X Rule 2-01 is an appropriate model for determining the independence of the GHG emissions. . attestation provider as it addresses financial relationships, employment relationships, business relationships,
topthe GHG emissions attestation provider is subject to for any type of engagement (e.g., a financial. . statement audit or other review).1554 This additional requirement will provide investors with a.
topRegulation S-X Rule 2-01 is an appropriate model for determining the independence of the GHG emissions. . attestation provider as it addresses financial relationships, employment relationships, business relationships,.
topcontrol and management standards would similarly apply to accountants providing GHG. . emissions attestation services pursuant to these standards.1338 The Commission included a. . request for comment asking if it should require a GHG emissions attestation provider that does
topPCAOB, AICPA, or IAASB standards, and those quality control and management standards. . would similarly apply to accountants providing GHG emissions attestation services pursuant to. . these standards.1387 The IAASB standards impose similar quality control requirements on non
topwould similarly apply to accountants providing GHG emissions attestation services pursuant to. . these standards.1387 The IAASB standards impose similar quality control requirements on non.
topcontrol and management standards would similarly apply to accountants providing GHG. . emissions attestation services pursuant to these standards.1338 The Commission included a. . request for comment asking if it should require a GHG emissions attestation provider that does
topGHG emissions attestation provider pursuant to Securities Act section 7 or Rule 436.1622 Even. . though we believe that accountability for experts under section 11 is a central tenet of the.
topAct.1621 Therefore, a registrant is not required to obtain and include the written consent of the. . GHG emissions attestation provider pursuant to Securities Act section 7 or Rule 436.1622 Even. . though we believe that accountability for experts under section 11 is a central tenet of the
topPCAOB, AICPA, or IAASB standards, and those quality control and management standards. . would similarly apply to accountants providing GHG emissions attestation services pursuant to
topsome standardization and comparability of GHG emissions attestation reports.1419 The. . Commission explained that the proposed minimum report requirements would provide investors
topwith the final rules1476 but will likely benefit investors by leveraging the experience that GHG. . emissions attestation providers already have with particular standards, which could lead to
topcommenters and believe that this approach will provide investors with decision-useful. . information about GHG emissions without imposing undue compliance costs on registrants to. . produce disaggregated data in circumstances in which the disaggregation may not be particularly
topwith the final rules may prompt some registrants to abandon or forgo adoption of material targets. . or goals relating to GHG emissions. To avoid direct costs of compliance or to simply report a
topcommenters and believe that this approach will provide investors with decision-useful. . information about GHG emissions without imposing undue compliance costs on registrants to
topcommenters and believe that this approach will provide investors with decision-useful. . information about GHG emissions without imposing undue compliance costs on registrants to. . produce disaggregated data in circumstances in which the disaggregation may not be particularly
topinformation about GHG emissions without imposing undue compliance costs on registrants to. . produce disaggregated data in circumstances in which the disaggregation may not be particularly.
topinformation about GHG emissions without imposing undue compliance costs on registrants to. . produce disaggregated data in circumstances in which the disaggregation may not be particularly.
topcommenters and believe that this approach will provide investors with decision-useful. . information about GHG emissions without imposing undue compliance costs on registrants to
toprelated information for investors, and mitigate the compliance burden of the proposed rules for. . those registrants that are already disclosing or estimating their GHG emissions pursuant to the
toprelated information for investors, and mitigate the compliance burden of the proposed rules for. . those registrants that are already disclosing or estimating their GHG emissions pursuant to the
toprelated information for investors, and mitigate the compliance burden of the proposed rules for. . those registrants that are already disclosing or estimating their GHG emissions pursuant to the
tophave exempted SRCs and EGCs from the requirement to disclose GHG emissions data given the. . significant compliance burden that such disclosure could impose on smaller registrants.3175
topOne commenter further indicated that, although the Commission had stated that many companies. . were already disclosing their GHG emissions, according to a number of studies, most registrants
topthat some registrants have voluntarily obtained reasonable assurance over their GHG emissions. . disclosure.1236 In addition, one commenter stated that it agreed with the Commission's statement.
topfinal rules should mitigate the concerns of commenters that stated the Commission should wait in. . order to give registrants and GHG emissions attestation providers more time to prepare for.
topnumber of commenters agreed with the Commission's statement in the Proposing Release that. . many registrants already obtain some form of assurance over GHG emissions data.1114
topwhen reporting their GHG emissions,53 building off these reporting frameworks will mitigate. . those registrants'compliance burdens and help limit costs.
topThe proposed rules would have required registrants to disclose expenditures expensed. . and capitalized costs incurred to reduce GHG emissions or otherwise mitigate exposure to
topFurthermore, although the final rules under Article 14 do not require registrants to. . disclose costs and expenditures incurred to reduce GHG emissions or otherwise mitigate
topsupplement the "total mix" of information investors need for context and to understand why the. . GHG emissions information is material.. . We acknowledge, however, that registrants could incur costs to assess and monitor the
topof those registrants, would be compelled to measure and report their GHG emissions for the first. . time.935 Some of these commenters asserted that registrants would likely incur costs to
toprules, which would have required registrants to disclose expenditures incurred to reduce GHG. . emissions or otherwise mitigate exposure to transition risks in the financial statements.
toprelated information for investors, and mitigate the compliance burden of the proposed rules for. . those registrants that are already disclosing or estimating their GHG emissions pursuant to the.
toprelated information for investors, and mitigate the compliance burden of the proposed rules for. . those registrants that are already disclosing or estimating their GHG emissions pursuant to the
topcommenters and believe that this approach will provide investors with decision-useful. . information about GHG emissions without imposing undue compliance costs on registrants to.
topcommenters and believe that this approach will provide investors with decision-useful. . information about GHG emissions without imposing undue compliance costs on registrants to.
topcommenters and believe that this approach will provide investors with decision-useful. . information about GHG emissions without imposing undue compliance costs on registrants to.
topcommenters further stated that the proposed requirement to disclose a registrant's GHG. . emissions per unit of production would be unworkable for many registrants with different.
topRather, under the final rule, if either or both of those categories. . of GHG emissions are material, and the registrant is an LAF or an AF other than an SRC or.
topRather, under the final rule, if either or both of those categories. . of GHG emissions are material, and the registrant is an LAF or an AF other than an SRC or.
topRegistrants that already measure their GHG emissions tend to be. . larger companies (with greater exposure to various climate-related transition risks by virtue of.
topRegistrants that already measure their GHG emissions tend to be. . larger companies (with greater exposure to various climate-related transition risks by virtue of.
topAs commenters have noted, some registrants already measure their GHG emissions,. . typically Scopes 1 and 2 emissions,1014 and some use the data to manage their transition risk.
topRegistrants that already measure their GHG emissions tend to be. . larger companies (with greater exposure to various climate-related transition risks by virtue of.
topIn addition, commenters stated that, even if registrants are already voluntarily disclosing. . their Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an.
topWe understand that some registrants may measure their GHG emissions pursuant to other. . well-established standards, such as ISO 14064 and related ISO standards, which do not refer to scopes
topIn addition, commenters stated that, even if registrants are already voluntarily disclosing. . their Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an.
topWe understand that some registrants may measure their GHG emissions pursuant to other. . well-established standards, such as ISO 14064 and related ISO standards, which do not refer to scopes.
toprevised.pdf. We understand that some registrants may measure their GHG emissions pursuant to other. . well-established standards, such as ISO 14064 and related ISO standards, which do not refer to scopes
topReporting Standard (2004), available at https://ghgprotocol.org/sites/default/files/standards/ghg-protocol. revised.pdf. We understand that some registrants may measure their GHG emissions pursuant to other. . well-established standards, such as ISO 14064 and related ISO standards, which do not refer to scopes
topSome commenters questioned the value of GHG disclosures in light of existing. . requirements for some registrants to report emissions pursuant to the GHGRP.2828 As previously.
topwhich bodies the Commission should specify.1522 One commenter stated that "review by a. . licensed or accredited firm with minimum standards is essential for reliable GHG emissions.
topexclusively to reduce GHG emissions.1899 Another commenter suggested "that the Commission. . instead require companies to track and report on transition activities that management has.
toprequired disclosures outside of the financial statements in a Form 10-K.1128 Relatedly, one. . commenter agreed with the Commission's statement in the Proposing Release that GHG
topSimilarly, although one commenter recommended that the Commission require the. . disclosure only of targets or goals related to a registrant's GHG emissions,851 we decline to.
toprequired disclosures outside of the financial statements in a Form 10-K.1128 Relatedly, one. . commenter agreed with the Commission's statement in the Proposing Release that GHG
topsection in the Commission filing where the GHG emissions data is disclosed.1618 Since the final. . rules leave the placement of climate-related disclosures, other than the financial statement.
toppursuant to the final rules to disclose certain information if the registrant voluntarily discloses its. . GHG emissions in a Commission filing and voluntarily subjects those disclosures to third-party. . assurance.
top1615 The PCAOB's inspection jurisdiction is limited to audits of issuers and broker-dealers registered with the. . Commission and would not include engagements for the assurance of GHG emissions disclosures within its
toprequired disclosures outside of the financial statements in a Form 10-K.1128 Relatedly, one. . commenter agreed with the Commission's statement in the Proposing Release that GHG.
topthat a registrant that voluntarily obtains assurance over its GHG emissions disclosures decides to. . voluntarily file or furnish an assurance report to the Commission at the limited assurance level,
topwhether attestation of GHG emissions disclosures is needed).. . 1132 See, e.g., letters from AEPC (stating that the Commission "should allow a commensurate market-based.
toprequired disclosures outside of the financial statements in a Form 10-K.1128 Relatedly, one. . commenter agreed with the Commission's statement in the Proposing Release that GHG. . emissions disclosure is different from existing quantitative disclosure required to be provided
topIn the Proposing Release the Commission included a request for comment asking if it. . should amend 17 CFR 230.436 ("Rule 436") to provide that a report on GHG emissions at the.
topthose registrants that are already disclosing or estimating their GHG emissions pursuant to the. . GHG Protocol.893. . The Commission further proposed to require a registrant, other than an SRC, to disclose.
topThe Commission further stated that, for the many LAFs that are already voluntarily obtaining some. . form of assurance over GHG emissions, any cost increases associated with complying with the proposed.
topThe Commission further stated that, for the many LAFs that are already voluntarily obtaining some. . form of assurance over GHG emissions, any cost increases associated with complying with the proposed.
topThe Commission further stated that, for the many LAFs that are already voluntarily obtaining some. . form of assurance over GHG emissions, any cost increases associated with complying with the proposed.
topGHG emissions disclosures rather than only for LAFs. The Commission could also prescribe. . more restrictive requirements for attestation standards and assurance providers.
topyear(s) included in the consolidated financial statements in the filing.. . 2823 By specifying that. . these registrants must provide information on material GHG emissions, the final rules will give
topaddition, for the avoidance of doubt, Item 1506(d)(2) does not apply to registrants that. . voluntarily obtain assurance over their GHG emissions disclosure and provide certain.
topindependent third-party to provide a check on the accuracy and completeness of a registrant's. . GHG emissions disclosures before the information is provided to investors, which as explained. . above, will likely contribute to lowering the cost of capital and analyst forecast errors
topGHG emissions disclosures before the information is provided to investors, which as explained. . above, will likely contribute to lowering the cost of capital and analyst forecast errors.
topcommenters and believe that this approach will provide investors with decision-useful. . information about GHG emissions without imposing undue compliance costs on registrants to.
topinvestors could gain decision-useful information regarding the relative risks to the registrant. . posed by each constituent GHG in addition to the risks posed by its total GHG emissions by
topto require the disclosure in the filing that contains the GHG emissions disclosures and attestation. . report (e.g., a registration statement or an annual report that requires disclosure pursuant to Item
topto require the disclosure in the filing that contains the GHG emissions disclosures and attestation. . report (e.g., a registration statement or an annual report that requires disclosure pursuant to Item.
topespecially since it is still not clear what 'reasonable assurance'means under these standards with respect to. . GHG emissions disclosures").. . 1433 See letter from CAQ (stating that the PCAOB's attestation standards would need to be updated if required.
topdisclosures and public statements for consistent disclosure and ultimately defer to Congress to address. . whether attestation of GHG emissions disclosures is needed).. . 1132 See, e.g., letters from AEPC (stating that the Commission "should allow a commensurate market-based
topTo avoid direct costs of compliance or to simply report a. . lower emissions amount in their required disclosures, some registrants may take steps to
toprequired to disclose Scope 1 and 2 GHG emissions (Item 1505) after a specified phase in period.. . We estimate that the compliance costs for these disclosures will be $151,000 in the first year of.
topproduce high quality GHG emissions data and disclosures. In addition, the phased in compliance. . periods will provide existing GHG emissions assurance providers with time to train additional.
topby at least one year); Microsoft (requesting one-year extension of the compliance date for GHG emissions,. . financial metrics, and impact disclosures); Nikola; Northern Trust (recommending extending by one year
topby at least one year); Microsoft (requesting one-year extension of the compliance date for GHG emissions,. . financial metrics, and impact disclosures); Nikola; Northern Trust (recommending extending by one year
topassurance level for Scope 1 and/or Scope 2 emissions disclosures beginning the third fiscal year. . after the compliance date for GHG emissions reporting and require an LAF to provide an.
topby at least one year); Microsoft (requesting one-year extension of the compliance date for GHG emissions,. . financial metrics, and impact disclosures); Nikola; Northern Trust (recommending extending by one year
topSome commenters questioned the value of GHG disclosures in light of existing. . requirements for some registrants to report emissions pursuant to the GHGRP.2828 As previously.
topconcerns about registrants'ability to obtain assurance over GHG emissions disclosures in light. . of the level of judgment, estimation, or uncertainty that would be involved in calculating GHG.
topCommission's forms under those rules: climate-related disclosures regarding governance,. . strategy, and risk management; GHG emissions metrics and targets; and financial statement.
topCommission's forms under those rules: climate-related disclosures regarding governance,. . strategy, and risk management; GHG emissions metrics and targets; and financial statement.
topCommission's forms under those rules: climate-related disclosures regarding governance,. . strategy, and risk management; GHG emissions metrics and targets; and financial statement.
topbecause of concerns about the timing and liability for disclosures related to GHG emissions,. . financial metrics, and certain other aspects of the climate-related disclosures.134
topform of assurance over GHG emissions, any cost increases associated with complying with the proposed. . rules would be mitigated and larger issuers generally bear proportionately lower compliance costs than.
topclimate-related information, including GHG emissions data and larger issuers generally bear. . proportionately lower compliance costs than smaller issuers due to the fixed cost components of.
topform of assurance over GHG emissions, any cost increases associated with complying with the proposed. . rules would be mitigated and larger issuers generally bear proportionately lower compliance costs than.
topclimate-related information, including GHG emissions data and larger issuers generally bear. . proportionately lower compliance costs than smaller issuers due to the fixed cost components of
top. compliance costs.2975 Some commenters specifically identified the GHG emissions reporting. . and Regulation S-X provisions of the proposed rules as likely to impose large cost burdens on.
topclimate-related information, including GHG emissions data and larger issuers generally bear. . proportionately lower compliance costs than smaller issuers due to the fixed cost components of
topform of assurance over GHG emissions, any cost increases associated with complying with the proposed. . rules would be mitigated and larger issuers generally bear proportionately lower compliance costs than
topclimate-related information, including GHG emissions data and larger issuers generally bear. . proportionately lower compliance costs than smaller issuers due to the fixed cost components of.
topform of assurance over GHG emissions, any cost increases associated with complying with the proposed. . rules would be mitigated and larger issuers generally bear proportionately lower compliance costs than
topcompliance costs.2975 Some commenters specifically identified the GHG emissions reporting. . and Regulation S-X provisions of the proposed rules as likely to impose large cost burdens on.
topAfter a three-year phased in compliance period of reporting their GHG emissions, both. . LAFs and non-exempt AFs will be required to obtain an attestation report to verify their GHG
topAfter a three-year phased in compliance period of reporting their GHG emissions, both. . LAFs and non-exempt AFs will be required to obtain an attestation report to verify their GHG.
topAfter a three-year phased in compliance period of reporting their GHG emissions, both. . LAFs and non-exempt AFs will be required to obtain an attestation report to verify their GHG.
topperformed as a basis for the assurance provider's conclusion on the GHG emissions attestation. . 1245 See 17 CFR 229.1506(a). See also infra section II.O.3 for further discussion of the compliance dates for.
topAfter a three-year phased in compliance period of reporting their GHG emissions, both. . LAFs and non-exempt AFs will be required to obtain an attestation report to verify their GHG.
topAfter a three-year phased in compliance period of reporting their GHG emissions, both. . LAFs and non-exempt AFs will be required to obtain an attestation report to verify their GHG.
topgroups of registrants.3203. . After a three-year phased in compliance period of reporting their GHG emissions, both. . LAFs and non-exempt AFs will be required to obtain an attestation report to verify their GHG
top. After a three-year phased in compliance period of reporting their GHG emissions, both. . LAFs and non-exempt AFs will be required to obtain an attestation report to verify their GHG.
tophave exempted SRCs and EGCs from the requirement to disclose GHG emissions data given the. . significant compliance burden that such disclosure could impose on smaller registrants.3175.
toprules, including GHG emissions reporting requirements, or at least provide them with the same. . accommodations as SRCs.951 Commenters stated that the large compliance costs of the proposed.
toprelated information for investors, and mitigate the compliance burden of the proposed rules for. . those registrants that are already disclosing or estimating their GHG emissions pursuant to the.
topnew, separate report to be furnished to the Commission following the filing of the annual report. . because of concerns about the timing and liability for disclosures related to GHG emissions,.
topnew, separate report to be furnished to the Commission following the filing of the annual report. . because of concerns about the timing and liability for disclosures related to GHG emissions,
toprequired disclosures outside of the financial statements in a Form 10-K.1128 Relatedly, one. . commenter agreed with the Commission's statement in the Proposing Release that GHG.
topdisclose costs and expenditures incurred to reduce GHG emissions or otherwise mitigate. . exposure to transition risks in the financial statements, the final rules under subpart 1500 of.
toprules, which would have required registrants to disclose expenditures incurred to reduce GHG. . emissions or otherwise mitigate exposure to transition risks in the financial statements
toprequire a registrant to disclose the financial impact of any identified transition risks and any. . efforts to reduce GHG emissions or otherwise mitigate exposure to transition risks (collectively,
topdisclose costs and expenditures incurred to reduce GHG emissions or otherwise mitigate. . exposure to transition risks in the financial statements, the final rules under subpart 1500 of
toplarge corporations to disclose their GHG emissions metrics and their climate-related financial risks).. . 247. . sale of its products based on the technology it uses, not directly based on its emissions.1020 Such.
toplarge corporations to disclose their GHG emissions metrics and their climate-related financial risks).. . 247. . sale of its products based on the technology it uses, not directly based on its emissions.1020 Such
topjurisdictions that intend to implement the standard and California's recently adopted laws requiring certain. . large corporations to disclose their GHG emissions metrics and their climate-related financial risks).
topjurisdictions that intend to implement the standard and California's recently adopted laws requiring certain. . large corporations to disclose their GHG emissions metrics and their climate-related financial risks).. . 247. . sale of its products based on the technology it uses, not directly based on its emissions.1020 Such
toprules, which would have required registrants to disclose expenditures incurred to reduce GHG. . emissions or otherwise mitigate exposure to transition risks in the financial statements.
topthe reliability of the financial statements and disclosures and is a critical component of our. . capital markets, assurance of GHG emissions disclosure by independent service providers should
topthe GHG emissions disclosure, which, as discussed above, provides investors with information. . about a registrant's business, results of operations, and financial condition
topthe GHG emissions attestation provider is subject to for any type of engagement (e.g., a financial. . statement audit or other review).1554 This additional requirement will provide investors with a.
topsome standardization and comparability of GHG emissions attestation reports.1419 The. . Commission explained that the proposed minimum report requirements would provide investors
topprogram would further facilitate investors'evaluation of the reliability of the assurance results. . and GHG emissions disclosure.1615 One commenter stated that the Commission should not.
topsome standardization and comparability of GHG emissions attestation reports.1419 The. . Commission explained that the proposed minimum report requirements would provide investors
topwith the final rules1476 but will likely benefit investors by leveraging the experience that GHG. . emissions attestation providers already have with particular standards, which could lead to.
topelects to disclose its Scopes 1 and/or 2 emissions pursuant to Item 1505 of Regulation S-K. A foreign. . private issuer that is subject to the GHG emissions reporting requirement, however, is required to provide
topIn addition, commenters stated that, even if registrants are already voluntarily disclosing. . their Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions.
topIn addition, commenters stated that, even if registrants are already voluntarily disclosing. . their Scopes 1 and 2 emissions pursuant to the GHG Protocol, those registrants will incur an. . increased compliance burden if the Commission was to adopt the proposed GHG emissions
topSome commenters questioned the value of GHG disclosures in light of existing. . requirements for some registrants to report emissions pursuant to the GHGRP.2828 As previously
topemissions attestation providers were required to gain expertise with an unfamiliar standard.. . Several commenters agreed with the Commission's statement in the Proposing Release
topemissions attestation providers were required to gain expertise with an unfamiliar standard.. . Several commenters agreed with the Commission's statement in the Proposing Release.
topemissions attestation report under the proposed rules to disclose certain information if the. . registrant's GHG emissions disclosures were voluntarily subjected to third-party attestation or.
topIn addition, the final rules require any registrant that is not required to include a GHG. . emissions attestation report pursuant to Item 1506(a) to disclose certain information if the. . registrant's GHG emissions disclosure were voluntarily subjected to third-party assurance, which
topwithin the meaning of sections 7 and 11 of the Securities Act.1396 Although no registrants are. . required to disclose Scope 3 emissions or obtain an attestation report for Scope 3 emissions
topare required to disclose Scopes 1 and/or 2 emissions in certain circumstances, and these categories of. . registrants are also required to obtain an attestation report
top1397 In situations where GHG emissions attestation providers are experts, the amendments to Rule 436 will. . eliminate the potential for section 11 liability for those providers with respect to attestation reports at the.
topour experience in administering Rule 2-01 in the context of financial statement audits. One. . commenter appeared to suggest that, under the proposed rules, GHG emissions attestation. . providers would not be subject to the same level of independence as financial statement
topcommenters generally stated that subjecting Scope 1 and Scope 2 emissions to attestation would. . help increase the reliability and accuracy of the disclosures.1106 Several commenters stated that
top1326 See letter from ERM CVS ("The fees for the [GHG emissions attestation engagement] may be small. . compared to the financial audit fees and therefore we believe, based on 25 years'experience, that there is.
top3 emissions, regarding compliance costs involving private companies, which comprise a large. . percentage of many registrants'value chains or joint ventures, and which, through the influence.
toplight of these concerns, commenters stated that the compliance burden associated with Scope 3. . emissions disclosure would be costly to registrants and that such costs were likely to exceed the.
topproviding a further phased in compliance date for registrants that may be required to disclose. . their Scopes 1 and 2 emissions that differs from the proposed compliance schedule, which would.
topThe Commission proposed a safe harbor for Scope 3 emissions data to mitigate potential. . liability concerns that registrants may have about providing emissions information derived
topThe Commission proposed a safe harbor for Scope 3 emissions data to mitigate potential. . liability concerns that registrants may have about providing emissions information derived.
topThe Commission proposed a safe harbor for Scope 3 emissions data to mitigate potential. . liability concerns that registrants may have about providing emissions information derived.
topfinal rules should mitigate the concerns of commenters that stated the Commission should wait in. . order to give registrants and GHG emissions attestation providers more time to prepare for.
top1125 See letter from SIA (recommending that the Commission modify the proposed rules to permit registrants to. . "self-certify emissions, consistent with existing EPA regulations")
tophelp mitigate the compliance costs for registrants that have not yet disclosed their Scopes 1 and 2. . emissions in a Commission filing. This approach is also consistent with the approach taken for
toprequirement, the Commission should "mandate reporting, on a standardized form, of emissions. . data that registrants are required to disclose publicly pursuant to other federal, state, or foreign.
topNevertheless, mindful of the attendant costs, we. . believe that the final rules present an appropriate means to achieve the primary benefits of GHG.
topnecessarily require registrants to incur costs associated with setting targets and goals or. . measuring all three scopes of GHG emissions.
topWe recognize that many commenters supported the proposed requirement for disclosure. . of Scopes 1 and 2 emissions for all registrants. Nevertheless, mindful of the attendant costs, we
topNevertheless, mindful of the attendant costs, we. . believe that the final rules present an appropriate means to achieve the primary benefits of GHG.
topfacilitating greenwashing.915 Some commenters indicated that while many registrants already. . measure and voluntarily disclose their Scopes 1 and 2 emissions, that is not the case for Scope 3
topmay deter registrants from outsourcing to third-parties facilities that would otherwise count as. . sources of Scopes 1 and 2 emissions, thereby seeming to lower their transition risk exposure and.
topmay deter registrants from outsourcing to third-parties facilities that would otherwise count as. . sources of Scopes 1 and 2 emissions, thereby seeming to lower their transition risk exposure and
topRECs would "allow investors to better assess the use of capital, the integrity and validity of such. . offsets or RECs, and the degree that the registrants emissions profile and offsets or RECs could.
toprequirements for some registrants to report emissions pursuant to the GHGRP.2828 As previously. . discussed,. . 2829 the data available from the GHGRP is generally not suited to help investors
toprequirements for some registrants to report emissions pursuant to the GHGRP.2828 As previously. . discussed,. . 2829 the data available from the GHGRP is generally not suited to help investors
topwould be easier for investors and registrants to access and analyze."942 This commenter further. . stated that approximately 40 foreign countries already require various forms of emissions.
topfinal rules provide registrants with two phased in compliance periods one phased in compliance. . period before GHG emissions disclosures are required, and another, later phased in compliance
topoffsets or RECs, and the degree that the registrants emissions profile and offsets or RECs could. . be at risk due to policy or regulation changes."2822 These disclosures also will provide context
topoffsets or RECs, and the degree that the registrants emissions profile and offsets or RECs could. . be at risk due to policy or regulation changes."2822 These disclosures also will provide context.
topoffsets or RECs, and the degree that the registrants emissions profile and offsets or RECs could. . be at risk due to policy or regulation changes."2822 These disclosures also will provide context.
topWhile there are differences between the EPA's GHGRP and the Scope 1 and 2 emissions. . disclosures in the final rules, we expect that registrants subject to both reporting regimes would.
topoffsets or RECs, and the degree that the registrants emissions profile and offsets or RECs could. . be at risk due to policy or regulation changes."2822 These disclosures also will provide context.
topThe Commission proposed a safe harbor for Scope 3 emissions data to mitigate potential. . liability concerns that registrants may have about providing emissions information derived
topand/or report this information.2835 For example, some registrants may only be measuring some. . Scope 1 or Scope 2 emissions.2836 Any investments in systems or technologies to better measure.
topcompanies to collect information to report and disclose their Scope 1 emissions, to the extent that. . the information and reporting activities overlap, registrants subject to both the final rules and the.
topand/or report this information.2835 For example, some registrants may only be measuring some. . Scope 1 or Scope 2 emissions.2836 Any investments in systems or technologies to better measure.
toprequired disclosures outside of the financial statements in a Form 10-K.1128 Relatedly, one. . commenter agreed with the Commission's statement in the Proposing Release that GHG
topsupport requiring attestation over Scope 3 emissions disclosures, with several pointing to the. . potential cost.1177. . In the Proposing Release, the Commission explained that it did not propose definitions
topnumber of commenters agreed with the Commission's statement in the Proposing Release that. . many registrants already obtain some form of assurance over GHG emissions data.1114.
topItem 1504, the attestation report should refer to "the (publicly available) standard used by the. . registrant to determine the emissions."1463. . In the Proposing Release, the Commission included a request for comment asking if it
topemissions attestation providers were required to gain expertise with an unfamiliar standard.. . Several commenters agreed with the Commission's statement in the Proposing Release
topto differ materially from those in the forward-looking statement.. . 1699. . Although some commenters asked the Commission to include Scopes 1 and 2 emissions. . disclosures within the scope of any safe harbor, we decline to follow this recommendation.1700
topto SRCs, except for the disclosures requiring Scopes 1 and 2 emissions, from which SRCs will. . be exempted.. . 2491 Although some commenters asked the Commission to exclude SRCs from all
topAlthough the proposed safe harbor only applied to Scope 3 emissions disclosures, the. . Commission solicited comment on whether the safe harbor should apply to other climate-related.
topAlthough the proposed safe harbor only applied to Scope 3 emissions disclosures, the. . Commission solicited comment on whether the safe harbor should apply to other climate-related.
toprequirement, the Commission should "mandate reporting, on a standardized form, of emissions. . data that registrants are required to disclose publicly pursuant to other federal, state, or foreign.
topof the emissions in the United States already report their emissions pursuant to the EPA's. . Greenhouse Gas Reporting Program, the Commission's proposed emissions disclosure.
top2843 Even for SRCs and EGCs that are currently calculating GHG emissions, there could be certain fixed costs. . associated with preparing this information for disclosure in Commission filings that would not scale with
topfilings (see section IV.A.5.a); see also section IV.A.5.b.ii for another Commission staff analysis that finds. . that SRCs and EGCs are less likely to disclose GHG emissions.
top2843 Even for SRCs and EGCs that are currently calculating GHG emissions, there could be certain fixed costs. . associated with preparing this information for disclosure in Commission filings that would not scale with
topfilings (see section IV.A.5.a); see also section IV.A.5.b.ii for another Commission staff analysis that finds. . that SRCs and EGCs are less likely to disclose GHG emissions.
topfilings (see section IV.A.5.a); see also section IV.A.5.b.ii for another Commission staff analysis that finds. . that SRCs and EGCs are less likely to disclose GHG emissions.
top2843 Even for SRCs and EGCs that are currently calculating GHG emissions, there could be certain fixed costs. . associated with preparing this information for disclosure in Commission filings that would not scale with.
top2843 Even for SRCs and EGCs that are currently calculating GHG emissions, there could be certain fixed costs. . associated with preparing this information for disclosure in Commission filings that would not scale with
top2843 Even for SRCs and EGCs that are currently calculating GHG emissions, there could be certain fixed costs. . associated with preparing this information for disclosure in Commission filings that would not scale with.
top2843 Even for SRCs and EGCs that are currently calculating GHG emissions, there could be certain fixed costs. . associated with preparing this information for disclosure in Commission filings that would not scale with
topregistrant will disclose climate-related information responsive to the final rules in a Form 10-Q is when it. . elects to disclose its Scopes 1 and/or 2 emissions pursuant to Item 1505 of Regulation S-K.
topregistrant will disclose climate-related information responsive to the final rules in a Form 10-Q is when it. . elects to disclose its Scopes 1 and/or 2 emissions pursuant to Item 1505 of Regulation S-K.
topemissions attestation report under the proposed rules to disclose certain information if the. . registrant's GHG emissions disclosures were voluntarily subjected to third-party attestation or
top2026, due in March 2027, or in a registration statement that is required to include financial. . information for fiscal year 2026. Such emissions disclosures would not be subject to the
topAs many commenters have indicated, investors view information about a registrant's. . GHG emissions, including its Scopes 1 and 2 emissions, as a central measure and indicator of the.
topattest to Scopes 1 and/or 2 emissions disclosure, a GHG emissions attestation provider will need to include.
topAs many commenters have indicated, investors view information about a registrant's. . GHG emissions, including its Scopes 1 and 2 emissions, as a central measure and indicator of the
topregistrant will disclose climate-related information responsive to the final rules in a Form 10-Q is when it. . elects to disclose its Scopes 1 and/or 2 emissions pursuant to Item 1505 of Regulation S-K.
topmeasure and voluntarily disclose their Scopes 1 and 2 emissions, that is not the case for Scope 3. . emissions.916 Another commenter stated that publishing Scope 3 emissions information has not.
topregistrant will disclose climate-related information responsive to the final rules in a Form 10-Q is when it. . elects to disclose its Scopes 1 and/or 2 emissions pursuant to Item 1505 of Regulation S-K
topreport, the contents of which commonly include information regarding climate-related risks. The. . most frequently discussed topics in such reports were energy (74 percent), emissions (70.
top2843 Even for SRCs and EGCs that are currently calculating GHG emissions, there could be certain fixed costs. . associated with preparing this information for disclosure in Commission filings that would not scale with
top2558 See, e.g., letters from API; and ConocoPhillips (recommending extending the compliance date for Scopes 1. . and 2 emissions disclosures to at least five years from date of adoption).
toptheir Scopes 1 and 2 emissions that differs from the proposed compliance schedule, which would. . have required registrants to provide those emissions disclosures by the same deadline as for the
topdisclosures, such as Scopes 1 and 2 emissions disclosures, any targets and goals disclosures, or. . the proposed financial statement metrics disclosures.
topdisclosures, such as Scopes 1 and 2 emissions disclosures, any targets and goals disclosures, or. . the proposed financial statement metrics disclosures
topScope 3 emissions disclosures, within the scope of the safe harbor, such as Scopes 1 and 2. . emissions disclosures,1651 financial impact disclosures,.
topSeveral commenters recommended including specific disclosure items, in addition to. . Scope 3 emissions disclosures, within the scope of the safe harbor, such as Scopes 1 and 2.
topWe reiterate that the final rules do not require the. . disclosure of Scope 1 and 2 emissions in all cases or from all registrants, and Scope 3 disclosures.
topdifferent disclosure requirements and the different objectives of the two reporting regimes.2831. . While there are differences between the EPA's GHGRP and the Scope 1 and 2 emissions
topInclude the climate-related disclosures required under Regulation S-K, except for any. . Scopes 1 and/or 2 emissions disclosures, in a separate, appropriately captioned section of
toptheir Scopes 1 and 2 emissions that differs from the proposed compliance schedule, which would. . have required registrants to provide those emissions disclosures by the same deadline as for the.
topanalysis of TCFD reporting of 2020/21 public disclosures showing that only 21% of North American. . companies and 19% of U.S. companies reported their Scopes 1 and 2 emissions and, if appropriate, their
topInclude the climate-related disclosures required under Regulation S-K, except for any. . Scopes 1 and/or 2 emissions disclosures, in a separate, appropriately captioned section of
toplarge companies obtain climate-related data (e.g., Scopes 1 and 2 emissions data) from small. . companies in their value chains, exempting SRCs from climate-related disclosures could hamper
topInclude the climate-related disclosures required under Regulation S-K, except for any. . Scopes 1 and/or 2 emissions disclosures, in a separate, appropriately captioned section of.
top2558 See, e.g., letters from API; and ConocoPhillips (recommending extending the compliance date for Scopes 1. . and 2 emissions disclosures to at least five years from date of adoption).
topthe compliance date for 229.1505 and thereafter, the attestation engagement must be at a. . reasonable assurance level and cover the registrant's Scope 1 and/or Scope 2 emissions.
top2476 See, e.g., supra section II.H (discussing the exemption from Scopes 1 and 2 emissions reporting for both. . SRCs and EGCs); and infra section II.O (discussing the adoption of different compliance dates for different
top2476 See, e.g., supra section II.H (discussing the exemption from Scopes 1 and 2 emissions reporting for both. . SRCs and EGCs); and infra section II.O (discussing the adoption of different compliance dates for different
top2476 See, e.g., supra section II.H (discussing the exemption from Scopes 1 and 2 emissions reporting for both. . SRCs and EGCs); and infra section II.O (discussing the adoption of different compliance dates for different.
topthese compliance burdens, the final rules provide SRCs and EGCs certain accommodations,. . including being exempt from the GHG emissions disclosure requirement and the accompanying.
tophave exempted SRCs and EGCs from the requirement to disclose GHG emissions data given the. . significant compliance burden that such disclosure could impose on smaller registrants.3175.
top2476 See, e.g., supra section II.H (discussing the exemption from Scopes 1 and 2 emissions reporting for both. . SRCs and EGCs); and infra section II.O (discussing the adoption of different compliance dates for different
top2476 See, e.g., supra section II.H (discussing the exemption from Scopes 1 and 2 emissions reporting for both. . SRCs and EGCs); and infra section II.O (discussing the adoption of different compliance dates for different
topaccepted methodology to report Scope 3 emissions. According to commenters, these concerns. . would increase compliance costs and raise a registrant's liability exposure so that the total cost of.
topdisclose Scopes 1 and 2 emissions because, in their experience, SRCs have not historically. . tracked their GHG emissions and exempting SRCs from a GHG emissions reporting requirement.
topGHG emissions, including its Scopes 1 and 2 emissions, as a central measure and indicator of the. . registrant's exposure to transition risk as well as a useful tool for assessing its management of.
topGHG emissions, including its Scopes 1 and 2 emissions, as a central measure and indicator of the. . registrant's exposure to transition risk as well as a useful tool for assessing its management of.
topwould require a company to disclose its GHG emissions both on a disaggregated and aggregated basis. . whereas the TCFD requires a company to disclose its Scopes 1 and 2 emissions, without specifying
toprecognize that it is common practice under various GHG emissions reporting methodologies to. . use estimates, such as emission factors, when calculating a company's Scopes 1 and 2.
toprecognize that it is common practice under various GHG emissions reporting methodologies to. . use estimates, such as emission factors, when calculating a company's Scopes 1 and 2
top(recommending phase ins for EGCs similar to those proposed for SRCs); Shearman Sterling. . (recommending that EGCs be exempt from proposed attestation requirement for Scopes 1 and 2 emissions);
top(recommending phase ins for EGCs similar to those proposed for SRCs); Shearman Sterling. . (recommending that EGCs be exempt from proposed attestation requirement for Scopes 1 and 2 emissions);.
toplarge companies obtain climate-related data (e.g., Scopes 1 and 2 emissions data) from small. . companies in their value chains, exempting SRCs from climate-related disclosures could hamper.
topScope 3 emissions within their reported costs. The Large-cap financial institution and Mid-cap company. . also report measuring the three scopes of emissions, however given their relatively low reported costs, we
topThus, we assume. . the 188 burden hours is the ongoing costs of measuring the specified scopes of emissions. Company 11 discloses Scope 1, Scope 2, and some Scope 3 (business travel, commuting, waste,
topthe 188 burden hours is the ongoing costs of measuring the specified scopes of emissions. Company 11 discloses Scope 1, Scope 2, and some Scope 3 (business travel, commuting, waste,.
top3051 The Financial Services company, Communications Services company, Company 5, and Company 6 all. . explicitly state that they measure and report Scopes 1, 2, and some Scope 3 emissions
topwould require a company to disclose its GHG emissions both on a disaggregated and aggregated basis. . whereas the TCFD requires a company to disclose its Scopes 1 and 2 emissions, without specifying.
topwould require a company to disclose its GHG emissions both on a disaggregated and aggregated basis. . whereas the TCFD requires a company to disclose its Scopes 1 and 2 emissions, without specifying.
toprecognize that it is common practice under various GHG emissions reporting methodologies to. . use estimates, such as emission factors, when calculating a company's Scopes 1 and 2
top3051 The Financial Services company, Communications Services company, Company 5, and Company 6 all. . explicitly state that they measure and report Scopes 1, 2, and some Scope 3 emissions.
topthe 188 burden hours is the ongoing costs of measuring the specified scopes of emissions. Company 11 discloses Scope 1, Scope 2, and some Scope 3 (business travel, commuting, waste,.
topregistrant's GHG emissions both disaggregated by each constituent GHG and in the aggregate,. . 1024 As discussed below, neither EGCs nor SRCs will be required to disclose their Scopes 1 and 2 emissions
topconservative approach in other aspects (e.g., incorporating assurance costs that cover all three. . scopes of emissions instead of just Scopes 1 and 2 emissions) mitigate this concern.
topnecessarily require registrants to incur costs associated with setting targets and goals or. . measuring all three scopes of GHG emissions. We review such cost estimates because we
topThe FCA rule estimated that ongoing costs for metrics and targets disclosure is. . 43,259; however, this figure includes assessing Scopes 1 and 2 emissions.
topIn the following subsection, however, we include these cost estimates when. . estimating the combined costs of Scopes 1 and 2 emissions in a similar bid to remain conservative.. . 756. . We have so far obtained the adjustment factors for setting targets and goals ($54,015) and
topstringent independence standards applicable to the financial statement auditor" and encouraged. . the Commission to require GHG emissions attestation providers to "meet the full complement of.
topmarkets are now assigning financial value to Scope 3 emissions metrics and, in supporting a. . Scope 3 emissions disclosure requirement, recommended that the Commission establish a.
topwith the timeline for its financial reporting to maximize the use of the GHG emissions data and. . to enhance the data's comparability.994 One commenter further stated that the timing of a
topwith the timeline for its financial reporting to maximize the use of the GHG emissions data and. . to enhance the data's comparability.994 One commenter further stated that the timing of a.
toppenalties for companies.1160 Another commenter stated that reasonable assurance would be. . impracticable for companies because "unlike financial data, Scope 1 and 2 emissions.
toprequired disclosures outside of the financial statements in a Form 10-K.1128 Relatedly, one. . commenter agreed with the Commission's statement in the Proposing Release that GHG.
topresults of operations, financial condition, and prospects, the final rules include a Scopes 1 and 2. . emissions disclosure requirement (Item 1505), although modified from the rule proposal.
topcovering the required disclosure of such registrants'Scope 1 and/or Scope 2 emissions,. . also on a phased in basis; and. . Disclosure of the financial statement effects of severe weather events and other natural.
topyear(s) included in the consolidated financial statements in the filing.. . 2823 By specifying that. . these registrants must provide information on material GHG emissions, the final rules will give.
topthat the proposed additional disclosure requirements for registrants should further assist investors. . in understanding the qualifications and suitability of the GHG emissions attestation provider
topstandard is widely used in the marketplace such that registrants, GHG emissions attestation. . providers, and investors have significant experience using, or evaluating disclosure assured
topInstead, consistent with the FER Statement's suggestion, the GHG emissions. . disclosure requirements are intended to help investors understand the risks to which registrants are subject.
topemissions disclosure.1202 As the Commission explained in the Proposing Release, obtaining. . assurance over GHG emissions disclosure provides investors with an additional degree of
topavailable to all investors through documents provided to the Commission."944. . Some commenters supported the proposed exemption from Scope 3 emissions reporting.
topdisclose that the provider is not independent to address any concerns investors or others may. . have about the relationship.1334 Another commenter stated that instead of requiring a GHG.
topprogram would further facilitate investors'evaluation of the reliability of the assurance results. . and GHG emissions disclosure.1615 One commenter stated that the Commission should not.
topwould be easier for investors and registrants to access and analyze."942 This commenter further. . stated that approximately 40 foreign countries already require various forms of emissions
topthe proposed mandatory assurance requirement would provide confidence to investors.1107 For. . example, one commenter explained that "[g]reenhouse gas emissions are the basic unit of input.
topprogram would further facilitate investors'evaluation of the reliability of the assurance results. . and GHG emissions disclosure.1615 One commenter stated that the Commission should not.
topwould be easier for investors and registrants to access and analyze."942 This commenter further. . stated that approximately 40 foreign countries already require various forms of emissions.
topwould be easier for investors and registrants to access and analyze."942 This commenter further. . stated that approximately 40 foreign countries already require various forms of emissions
topfinancial plans.42 At the same time, many companies have made climate-related commitments to. . reduce GHG emissions or become "net zero" by a particular date.43 In response, investors have.
topcontinuing to elicit more decision-useful information for investors about climate-related risks.. . 798. . 2. Different approaches to assurance over GHG emissions disclosures.
topcomparable information with the level of detail needed by investors to assess the financial impact. . of climate-related risks on registrants.103 Commenters stated that, despite the Commission's.
topThe rules are intended to allow investors to make more informed investment and voting. . decisions about the impact of climate-related risks on registrants'business and financial.
topFor example, one commenter noted that it views material climate-related risks and opportunities. . as fundamental financial factors that impact company cash flows and the valuation investors
top. climate-related risks and opportunities has grown significantly, driven by investors and financial.
topcomparable information with the level of detail needed by investors to assess the financial impact. . of climate-related risks on registrants.103 Commenters stated that, despite the Commission's.
topII.A.2, indicate that there is broad support from investors for more reliable, consistent, and. . comparable information on how climate-related risks can impact companies'operations and
topFor example, one commenter noted that it views material climate-related risks and opportunities. . as fundamental financial factors that impact company cash flows and the valuation investors.
topprovision would help investors understand how management views the realized or likely impacts. . of identified climate-related risks on a company's consolidated financial statements, which.
topFor example, one commenter noted that it views material climate-related risks and opportunities. . as fundamental financial factors that impact company cash flows and the valuation investors.
topnecessary to help investors understand whether and how management has incorporated the. . material impacts of its climate-related risks into its business strategy, financial planning, and.
topor board committee considered climate-related risks as part of its business strategy, risk. . management, and financial oversight.627 This disclosure was intended to give investors
topor board committee considered climate-related risks as part of its business strategy, risk. . management, and financial oversight.627 This disclosure was intended to give investors
top... promote consistency across reporting and would satisfy investor. . demand for reliable information about the financial impacts of climate-related risks.1713 One. . commenter stated that "integrating climate risk information into financial statements goes to the
topclimate-related risks faced by companies.2722 Commenters identified various channels by which. . climate risks can impact financial performance2723 and why this information is important for.
topclimate-related risks faced by companies.2722 Commenters identified various channels by which. . climate risks can impact financial performance2723 and why this information is important for
top... consistency across reporting and would satisfy investor. . demand for reliable information about the financial impacts of climate-related risks.1713 One. . commenter stated that "integrating climate risk information into financial statements goes to the
topclimate-related risks faced by companies.2722 Commenters identified various channels by which. . climate risks can impact financial performance2723 and why this information is important for.
topindicated that when it is available, information about climate-related risks is currently used to. . assess the future financial performance of public companies and inform investment decision.
topproposed requirements would promote consistency across reporting and would satisfy investor. . demand for reliable information about the financial impacts of climate-related risks.1713 One
toptherefore, investors need disclosure of climate risks that is complete, reliable, and consistent in order to. . analyze how climate-related risks may affect a company's business or overall financial performance.");
toptreated like other business and financial information, including information on risks to the. . company.. . 160. . The proposed rules would have required a registrant to include its climate-related
topthey supported the inclusion of some climate-related information in the financial statements because. . climate-related impacts or risks can materially affect a company's financial position and operations
toptreated like other business and financial information, including information on risks to the. . company.. . 160. . The proposed rules would have required a registrant to include its climate-related.
topof identified climate-related risks on a company's consolidated financial statements, which. . would then assist investors in their assessment of a registrant's climate risk management.405.
topdocumenting and disclosing climate-related risks and opportunities the company has identified, as well as. . reporting the impact of these risks on the company's business, strategy, and financial planning
top... the realized or likely impacts. . of identified climate-related risks on a company's consolidated financial statements, which. . would then assist investors in their assessment of a registrant's climate risk management.405
topdocumenting and disclosing climate-related risks and opportunities the company has identified, as well as. . reporting the impact of these risks on the company's business, strategy, and financial planning.
top... realized or likely impacts. . of identified climate-related risks on a company's consolidated financial statements, which. . would then assist investors in their assessment of a registrant's climate risk management.405
topprovision would help investors understand how management views the realized or likely impacts. . of identified climate-related risks on a company's consolidated financial statements, which
topoutcomes of various possible future climate scenarios, and how climate-related risks may impact. . a registrant's operations, business strategy, and consolidated financial statements over time.536.
topfuture climate scenarios, and how climate-related risks may impact a registrant's business strategy, results.
tophow registrants have considered and addressed climate-related risks when conducting operations. . and developing business strategy and financial plans
topmaterial impacts of its climate-related risks into its business strategy, financial planning, and. . capital allocation.. . In addition, to further streamline the disclosure and reduce some of the redundancy in the.
topor board committee considered climate-related risks as part of its business strategy, risk. . management, and financial oversight.627 This disclosure was intended to give investors.
topbroad impact across industries and jurisdictions, climate-related risks may pose a significant risk. . to the operations and financial condition of registrants, both large and small
topThe rules are intended to allow investors to make more informed investment and voting. . decisions about the impact of climate-related risks on registrants'business and financial
topbroad impact across industries and jurisdictions, climate-related risks may pose a significant risk. . to the operations and financial condition of registrants, both large and small
topindicated that when it is available, information about climate-related risks is currently used to. . assess the future financial performance of public companies and inform investment decision.
topwill help investors understand how registrants are managing their climate-related risks.2821 For. . example, one commenter said that "not all offsets or RECs are equal" and that information on.
topFor instance, registrants may strategically omit information. . that could be perceived as negative or adverse,2652 and some studies point to the potential for.
topclimate-related risks to investors. For instance, registrants may strategically omit information. . that could be perceived as negative or adverse,2652 and some studies point to the potential for.
topwill help investors understand how registrants are managing their climate-related risks.2821 For. . example, one commenter said that "not all offsets or RECs are equal" and that information on.
topprescribe any particular tools, strategies, or practices with respect to climate-related risks but. . rather, when material, to provide investors with the information they need to evaluate the
topbusiness reporting125 and appropriately reflect the fact that information about climate-related. . risks is essential to investors'decision-making and fundamental to understanding the nature of a
top. information about the board's oversight of climate-related risks for investors, the proposal. . neither required nor encouraged any particular board composition or board practices.
topinformation, which reduces transparency and impairs investors'ability to effectively assess the. . potential financial impacts of a registrant's climate-related risks.
topreporting requirements do not yield adequate or sufficient information regarding climate-related. . risks.. . 2674. . ii. GHG Emissions Reporting. . Commission staff also analyzed the number of registrants that recently reported Scope 1.
topWhile registrants may be required to disclose certain. . climate-related information in filings made with the Commission pursuant to existing disclosure.
topof these investor needs, the Commission is adopting rules to require registrants to provide certain. . information about climate-related risks that have materially impacted, or are reasonably likely to
topcomparable information with the level of detail needed by investors to assess the financial impact. . of climate-related risks on registrants.103 Commenters stated that, despite the Commission's
topWhile registrants may be required to disclose certain. . climate-related information in filings made with the Commission pursuant to existing disclosure.
topOther potential costs for registrants include increased. . litigation risk and the potential disclosure of proprietary information about a registrant's.
topOther potential costs for registrants include increased. . litigation risk and the potential disclosure of proprietary information about a registrant's
topOther potential costs for registrants include increased. . litigation risk and the potential disclosure of proprietary information about a registrant's
topcomparable information with the level of detail needed by investors to assess the financial impact. . of climate-related risks on registrants.103 Commenters stated that, despite the Commission's
topconsiders existing or likely regulatory requirements or policies, such as GHG emissions limits,. . when identifying climate-related risks.. . 741 One commenter stated that this would provide
topthey supported the inclusion of some climate-related information in the financial statements because. . climate-related impacts or risks can materially affect a company's financial position and operations
top. demand for reliable information about the financial impacts of climate-related risks.1713 One. . commenter stated that "integrating climate risk information into financial statements goes to the
topconsiders existing or likely regulatory requirements or policies, such as GHG emissions limits,. . when identifying climate-related risks.. . 741 One commenter stated that this would provide
topconsiders existing or likely regulatory requirements or policies, such as GHG emissions limits,. . when identifying climate-related risks.. . 741 One commenter stated that this would provide
top. demand for reliable information about the financial impacts of climate-related risks.1713 One. . commenter stated that "integrating climate risk information into financial statements goes to the
topwill help investors understand how registrants are managing their climate-related risks.2821 For. . example, one commenter said that "not all offsets or RECs are equal" and that information on
topdisclosure.2797 This could have negative consequences for investors if the use of these methods. . would have helped registrants better manage climate-related risks and therefore make value
topThis commenter provided the following examples of when climate-related risks. . involving a registrant's value chain may be more important to investors than such risks involving the.
top749 One commenter stated that disclosure of a registrant's rationale for pursuing capital. . expenditures for managing certain climate-related risks would be beneficial for investors to
topFor example, one commenter noted that it views material climate-related risks and opportunities. . as fundamental financial factors that impact company cash flows and the valuation investors.
topto investors'ability to assess exposure to climate-related transition risks.. . Some commenters asserted that the compliance costs of the rules might cause some.
topthe needs of investors in smaller companies, including small entities, to understand the likely. . impacts of material climate-related risks and the costs associated with compliance.
topor devoting internal resources and expertise to climate-related risks at the expense of other. . concerns), investors could incur costs in the form of diminished shareholder value.
top28 For example, FSOC's Report on Climate-Related Financial Risk 2021 found that investors and businesses. . may experience direct financial effects from climate-related risks and observed that the costs would likely
top28 For example, FSOC's Report on Climate-Related Financial Risk 2021 found that investors and businesses. . may experience direct financial effects from climate-related risks and observed that the costs would likely.
top28 For example, FSOC's Report on Climate-Related Financial Risk 2021 found that investors and businesses. . may experience direct financial effects from climate-related risks and observed that the costs would likely
top28 For example, FSOC's Report on Climate-Related Financial Risk 2021 found that investors and businesses. . may experience direct financial effects from climate-related risks and observed that the costs would likely
topFor example, one commenter noted that it views material climate-related risks and opportunities. . as fundamental financial factors that impact company cash flows and the valuation investors
topFor example, one commenter noted that it views material climate-related risks and opportunities. . as fundamental financial factors that impact company cash flows and the valuation investors.
topinvestors and describing the results of that survey as "show[ing] that investors care about climate-related. . risks and opportunities of public companies, support the SEC requiring climate-related disclosures with.
top(stating that it is not necessary for the Commission to enumerate specific climate-related risks, such as. . flooding or water stress, as there is the risk that registrants could downplay other types of risk)
topFinally, the Commission proposed to require registrants to disclose the impacts of any. . climate-related risks identified pursuant to proposed Item 1502(a) of Regulation S-K both.
topindividuals with climate expertise,671 we reemphasize that the Commission remains agnostic. . about whether and/or how registrants govern climate-related risks. Registrants remain free to
topcosts, we reiterate that the Commission remains agnostic about whether and/or how registrants. . govern climate-related risks. Registrants remain free to establish or retain the procedures and
topFinally, the Commission proposed to require registrants to disclose the impacts of any. . climate-related risks identified pursuant to proposed Item 1502(a) of Regulation S-K both.
topindividuals with climate expertise,671 we reemphasize that the Commission remains agnostic. . about whether and/or how registrants govern climate-related risks
topAs noted in the Proposing Release, registrants may adopt transition plans to mitigate or. . adapt to climate-related risks as an important part of their climate-related risk management
top. of how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
topAs noted in the Proposing Release, registrants may adopt transition plans to mitigate or. . adapt to climate-related risks as an important part of their climate-related risk management
top. of how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
top(stating that it is not necessary for the Commission to enumerate specific climate-related risks, such as. . flooding or water stress, as there is the risk that registrants could downplay other types of risk)
topthose registrants'exposure and approach to climate-related risks over time. For example, Scope. . 1 and Scope 2 emissions disclosure may be relevant to investors'assessment of a registrant's
topgamesmanship and greenwashing by registrants that artificially limit their Scope 1 and 2 GHG emissions. . by transferring higher-emission activities and their climate-related risks to third parties"); and Wellington.
topgamesmanship and greenwashing by registrants that artificially limit their Scope 1 and 2 GHG emissions. . by transferring higher-emission activities and their climate-related risks to third parties"); and Wellington
topgamesmanship and greenwashing by registrants that artificially limit their Scope 1 and 2 GHG emissions. . by transferring higher-emission activities and their climate-related risks to third parties"); and Wellington
topthose registrants'exposure and approach to climate-related risks over time. For example, Scope. . 1 and Scope 2 emissions disclosure may be relevant to investors'assessment of a registrant's.
topstatements.446 When proposing Item 1502(d), the Commission explained that this provision was. . intended to elicit a discussion of the financial effects of climate-related risks similar to.
topauthority and its traditional role, the Commission is agnostic as to whether and how issuers. . manage climate-related risks so long as they appropriately inform investors of material risks.
topindividuals with climate expertise,671 we reemphasize that the Commission remains agnostic. . about whether and/or how registrants govern climate-related risks
topHileman Consulting. . (stating that it is not necessary for the Commission to enumerate specific climate-related risks, such as. . flooding or water stress, as there is the risk that registrants could downplay other types of risk)
topassessments of the impact of climate-related risks on current and potential investments.89. . Accordingly, the Commission proposed to amend Regulation S-K to add a new subpart 1500 that.
topassessments of the impact of climate-related risks on current and potential investments.89. . Accordingly, the Commission proposed to amend Regulation S-K to add a new subpart 1500 that
topThe Commission proposed to require a registrant to describe the resilience of its business. . strategy in light of potential future changes in climate-related risks.534 In connection with this.
topcompliance costs for governance disclosure; disclosure regarding climate-related risks that have. . material impacts on strategy, business model, and outlook; and risk management disclosure are.
top. model, and outlook; and risk management disclosure).
topcompliance costs for governance disclosure; disclosure regarding climate-related risks that have. . material impacts on strategy, business model, and outlook; and risk management disclosure are
topor board committee considered climate-related risks as part of its business strategy, risk. . management, and financial oversight.627 This disclosure was intended to give investors.
topAs noted in the Proposing Release, registrants may adopt transition plans to mitigate or. . adapt to climate-related risks as an important part of their climate-related risk management
topcompliance costs for governance disclosure; disclosure regarding climate-related risks that have. . material impacts on strategy, business model, and outlook; and risk management disclosure are.
topcompliance costs for governance disclosure; disclosure regarding climate-related risks that have. . material impacts on strategy, business model, and outlook; and risk management disclosure are
toprequire 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
toprequirements will pose a comparatively smaller compliance burden for those registrants that do. . not have material climate-related risks. Other potential costs for registrants include increased. . litigation risk and the potential disclosure of proprietary information about a registrant's
topcompanies are determining the materiality of climate-related risks, including how they measure the. . potential scope and impact of an identified climate-related risk and how the risks identified in the
topThus, we estimate that the aggregate. . compliance costs for governance disclosure; disclosure regarding climate-related risks that have. . material impacts on strategy, business model, and outlook; and risk management disclosure are
topprovision would help investors understand how management views the realized or likely impacts. . of identified climate-related risks on a company's consolidated financial statements, which.
top"fundamental" for investors, and supported "full disclosure with respect to how and to whom. . within the company's organization accountability for climate-related risks is assigned" so that
top3002 Strategy costs include the ongoing reporting costs to those entities in scope of internally coordinating,. . documenting and disclosing climate-related risks and opportunities the company has identified, as well as. . reporting the impact of these risks on the company's business, strategy, and financial planning
topOften vendor information is estimated when a company has not disclosed information on its climate-related. . risks. Sometimes the estimates are made across industries, based on what other more proactive peers have.
topestimated when a company has not disclosed information on its climate-related risks. Sometimes the. . estimates are made across industries, based on what other more proactive peers have disclosed."); Boston.
topConsiders existing or likely regulatory requirements or policies, such as GHG emissions. . limits, when identifying climate-related risks;. . 771 See supra note 730 and accompanying text
topstated that because the proposed disclosure of Scopes 1 and 2 emissions would require such. . disclosure even when a registrant has not determined climate-related risks to be material, the
topusefulness of such information to investors").. . 1926 See letter from Crowe. See also letter from PwC (stating that the financial impact of some climate-related.
topinstitutional investors are influenced by motives other than the desire to obtain the best financial. . return for their clients.2725 Relatedly, one commenter expressed the view that climate-related.
topcommenters have noted, climate-related risks often translate into material financial risks with. . implications for firm growth and profitability, and therefore investors would benefit from a
topcompany's operating prospects and financial performance.126 Commenters further stated that. . requiring climate-related disclosures in annual filings, including the notes to the financial
topreporting in China and the United Kingdom, respectively.2775 However, other studies do not find. . an impact on financial operating performance from mandating climate-related disclosures.2776. . 2772 See, e.g., letters from National Fuel Corporation; Petrol
topreporting in China and the United Kingdom, respectively.2775 However, other studies do not find. . an impact on financial operating performance from mandating climate-related disclosures.2776. . 2772 See, e.g., letters from National Fuel Corporation; Petrol
top(tonality, sentiment, risk words, etc.) of specific narrative climate-related disclosures outside the. . financial statements rather than the entire unstructured document
topbecause of concerns about the timing and liability for disclosures related to GHG emissions,. . financial metrics, and certain other aspects of the climate-related disclosures.134
topincorporating more company-specific information into the financial markets.2948 In addition, the. . Inline XBRL requirement for the climate-related disclosures will further limit agency problems,.
toptheir strategies and could result in misalignment of climate-related disclosures with "other,. . potentially more critical, strategically relevant disclosure issues, including the financial
topto these other jurisdictions'disclosure requirements, policies, and guidance on reporting certain. . information about climate-related financial risk.. . Additionally, the ISSB released its climate-related disclosure standards in June 2023.2619
topto these other jurisdictions'disclosure requirements, policies, and guidance on reporting certain. . information about climate-related financial risk.. . Additionally, the ISSB released its climate-related disclosure standards in June 2023.2619.
topto these other jurisdictions'disclosure requirements, policies, and guidance on reporting certain. . information about climate-related financial risk.. . Additionally, the ISSB released its climate-related disclosure standards in June 2023.2619
topproposed requirements would promote consistency across reporting and would satisfy investor. . demand for reliable information about the financial impacts of climate-related risks.1713 One
topprovision would help investors understand how management views the realized or likely impacts. . of identified climate-related risks on a company's consolidated financial statements, which. . would then assist investors in their assessment of a registrant's climate risk management.405
topexpenditures related to a climate-related event since the total impact could be recorded in. . multiple financial statement line items, which would diminish the usefulness of the information.
topA public report presents detailed climate-related reporting cost estimates from three. . anonymous companies.2987 One company, a large-cap financial institution, reported that the cost
topdomestic forms and states that, in addition to the Regulation S-K items discussed therein, registrants must. . also consider any financial statement implications of climate-related matters in accordance with applicable
topCommission should clarify that registrants have an existing obligation to disclose climate-related. . financial estimates and assumptions and the proposed rule is providing guidance on the form and
topdocumenting and disclosing climate-related risks and opportunities the company has identified, as well as. . reporting the impact of these risks on the company's business, strategy, and financial planning
top. demand for reliable information about the financial impacts of climate-related risks.1713 One. . commenter stated that "integrating climate risk information into financial statements goes to the
topsubsequently filed Form 10-Q or furnished Form 6-K.2434 In this regard, one commenter stated. . that because climate-related risks are financial risks, they should be subject to the same
topSimilarly, one commenter suggested that the. . disclosure of financial estimates and assumptions impacted by climate-related opportunities should only be.
top. demand for reliable information about the financial impacts of climate-related risks.1713 One. . commenter stated that "integrating climate risk information into financial statements goes to the
topcommenter stated that the scope of the audit is clear, and therefore it did not believe it was. . necessary to amend Form 20-F.2339 One commenter asserted that the proposed climate-related
top. financial statement metrics and related audit requirements for foreign filers should align with.
topsignals insufficient competence in managing the financial implications of climate-related. . matters.755 One commenter expressed support for the proposed risk management disclosure.
topinstitutional investors are influenced by motives other than the desire to obtain the best financial. . return for their clients.2725 Relatedly, one commenter expressed the view that climate-related.
toprequiring climate-related disclosures from such issuers.2454 This commenter stated that, while it. . believed that all financial and nonfinancial corporations should be expected to provide consistent.
topOne commenter suggested that institutional investors and retail investors may. . have different preferences for climate-related information, especially when the former consider investment
topSee letter from Society for Corp. The. . commenter further argued that retail investors are unlikely to care about climate-related information given.
topOne commenter suggested that institutional investors and retail investors may. . have different preferences for climate-related information, especially when the former consider investment.
topOne commenter suggested that institutional investors and retail investors may. . have different preferences for climate-related information, especially when the former consider investment
topfinal rule because requiring a registrant to disclose a material impact on its business model. . caused by a climate-related risk will provide important information to investors about the
topthe registrant actually evaluates a material climate-related risk. This will not only provide. . investors with important information about a registrant's strategic decision-making concerning a
topfinal rule because requiring a registrant to disclose a material impact on its business model. . caused by a climate-related risk will provide important information to investors about the
topdecides whether to mitigate, accept, or adapt to a particular climate-related risk.746 One of these. . commenters stated that this information would help investors evaluate whether a company has
topdecides whether to mitigate, accept, or adapt to a particular climate-related risk.746 One of these. . commenters stated that this information would help investors evaluate whether a company has.
top... a registrant to disclose a material impact on its business model. . caused by a climate-related risk will provide important information to investors about the. . effectiveness of the registrant's climate risk management that would otherwise be lost were we to
top2737 One commenter said that the Commission did not explain "why climate-related information would often be. . material to investors when other information, such as cash flows, profitability and industry, are likely to be.
topThe Commission proposed the climate-related disclosure rules in order to elicit more. . consistent, comparable, and reliable information for investors to enable them to make informed
top2737 One commenter said that the Commission did not explain "why climate-related information would often be. . material to investors when other information, such as cash flows, profitability and industry, are likely to be.
topon farmer and rancher suppliers, many of whom are private entities, to produce the information. . needed by registrants to comply with the proposed climate-related risk requirement.305 Other
topOther potential costs for registrants include increased. . litigation risk and the potential disclosure of proprietary information about a registrant's.
top342 We also expect that compliance with the final rules will become easier as registrants commence disclosing. . climate-related information pursuant to other jurisdictions'climate disclosure requirements, to the extent.
top342 We also expect that compliance with the final rules will become easier as registrants commence disclosing. . climate-related information pursuant to other jurisdictions'climate disclosure requirements, to the extent
topWhile registrants may be required to disclose certain. . climate-related information in filings made with the Commission pursuant to existing disclosure.
topapproach to third-party assurance for climate-related reporting for registrants that desire to enhance the. . reliability of information"); AFPA (same); Chamber ("Alternatively, to the extent companies are obtaining
topproposed requirements would promote consistency across reporting and would satisfy investor. . demand for reliable information about the financial impacts of climate-related risks.1713 One. . commenter stated that "integrating climate risk information into financial statements goes to the
topproposed requirements would promote consistency across reporting and would satisfy investor. . demand for reliable information about the financial impacts of climate-related risks.1713 One. . commenter stated that "integrating climate risk information into financial statements goes to the
top. demand for reliable information about the financial impacts of climate-related risks.1713 One. . commenter stated that "integrating climate risk information into financial statements goes to the
topregistrant that has identified a climate-related risk pursuant to Item 1502 must disclose whether. . the risk is a physical or transition risk, providing information necessary to an understanding of
topOne commenter stated that this aspect of the Commission's proposal. . would help ensure that the board was receiving and processing consistent information on
topfundamentals.2737 In an international study of over 17,000 firms from 1995 to 2019, researchers. . 2737 One commenter said that the Commission did not explain "why climate-related information would often be
topsubstantial underreporting of material climate-related information within the current principles. based reporting regime.2653. . In addition, one commenter suggested the Commission examine analyst reports and.
topinvestors.2673 As noted in section II.A.2, many commenters stated that the Commission's current. . reporting requirements do not yield adequate or sufficient information regarding climate-related.
topcompanies on their ESG factors and that provide specific data related to climate change, where available.. . Often vendor information is estimated when a company has not disclosed information on its climate-related.
topand that provide specific data related to climate change, where available. Often vendor information is. . estimated when a company has not disclosed information on its climate-related risks.
topOne commenter recommended adopting a climate disclosure framework, similar to. . MD&A, that focuses on providing investors with material climate-related information that.
topfinal rule because requiring a registrant to disclose a material impact on its business model. . caused by a climate-related risk will provide important information to investors about the. . effectiveness of the registrant's climate risk management that would otherwise be lost were we to
topdecisions.46 The TCFD reporting framework was designed to elicit information to help investors. . better understand a registrant's climate-related risks to make more informed investment.
topcommenter further argued that retail investors are unlikely to care about climate-related information given. . their investment horizon. Because of the documented impact of climate-related risks, including distant.
topeffects of climate-related transition risks on innovation, employment and investment policies.. . 2742. . Relatedly, research shows that publicly available climate-related information is reflected.
topeffects of climate-related transition risks on innovation, employment and investment policies.. . 2742. . Relatedly, research shows that publicly available climate-related information is reflected
topindicated that when it is available, information about climate-related risks is currently used to. . assess the future financial performance of public companies and inform investment decision.
topeffects of climate-related transition risks on innovation, employment and investment policies.. . 2742. . Relatedly, research shows that publicly available climate-related information is reflected
topways in which the financial sector could address climate-related concerns. The FSB concluded that better. . information was needed to facilitate informed investment decisions and to help investors and other market
topOne commenter suggested that institutional investors and retail investors may. . have different preferences for climate-related information, especially when the former consider investment
topHerron; see also letter from Nasdaq (stating that the Commission. . should treat all climate-related disclosures as furnished while also stating that the Commission has "not
topcompliance costs and litigation risks associated with providing the climate-related disclosures,. . which would run counter to the Commission's mission of facilitating capital formation.2458 One
topproposed rules, the Commission sought to provide registrants, especially smaller registrants, with. . additional time to prepare for the proposed climate-related disclosures.2550
topdifficulties in assuming responsibility for climate-related disclosures.2463 Because of the above. . concerns, commenters urged the Commission not to adopt compliance deadlines for the proposed.
top. to require the same climate-related disclosures as proposed for a domestic registrant.2382 The. . Commission explained that, because climate-related risks potentially impact both domestic and
topfor the reasons discussed below and consistent with the feedback from commenters that asked. . the Commission to promulgate a safe harbor for certain climate-related disclosures (in addition. . to the Scope 3 emissions disclosure safe harbor that was proposed),
topRegulation S-X, which will require registrants to provide certain climate-related disclosures in. . their Securities Act and Exchange Act registration statements and Exchange Act reports
topThe final rules will require registrants filing Securities Act registration statements on. . Forms S-1, F-1, S-4, F-4, and S-11 to include the climate-related disclosures required under.
topThe final rules will require registrants filing Securities Act registration statements on. . Forms S-1, F-1, S-4, F-4, and S-11 to include the climate-related disclosures required under.
topF and their Securities Act registration statements on Form F-1 or Form F-4 (except as provided. . below) to provide the same climate-related disclosures as domestic registrants
topF and their Securities Act registration statements on Form F-1 or Form F-4 (except as provided. . below) to provide the same climate-related disclosures as domestic registrants
topThe final amendments add a new subpart 1500 to Regulation S-K and a new Article 14 to. . Regulation S-X, which will require registrants to provide certain climate-related disclosures in
topThe final amendments add a new subpart 1500 to Regulation S-K and a new Article 14 to. . Regulation S-X, which will require registrants to provide certain climate-related disclosures in. . their Securities Act and Exchange Act registration statements and Exchange Act reports
topThe final amendments add a new subpart 1500 to Regulation S-K and a new Article 14 to. . Regulation S-X, which will require registrants to provide certain climate-related disclosures in
topThe final amendments add a new subpart 1500 to Regulation S-K and a new Article 14 to. . Regulation S-X, which will require registrants to provide certain climate-related disclosures in
topinvestors cited climate change as the leading issue driving their engagements with companies, and 61%. . indicated that they would benefit from disclosures that more clearly link climate-related risks to financial
topindicated that they would benefit from disclosures that more clearly link climate-related risks to financial. . risks and opportunities. See also, e,g., E.
topand asset managers, will benefit from consistent, standardized disclosures addressing climate-related risks. . and opportunities to help them make decisions on where best to deploy capital in alignment with investor
topindicated that they would benefit from disclosures that more clearly link climate-related risks to financial. . risks and opportunities
topclimate-related risks in the financial statements.2303 As discussed above, many commenters. . asserted the disclosures should instead be included in the MD&A section of a registrant's
topPSLRA statutory safe harbor for forward-looking statements, because such entities may be. . subject to material climate-related risks that will require them to provide the disclosures pursuant. . to Items 1502(e), (f), or (g), or Item 1504.
topclimate exposure and adjust their portfolios in response to that information.2746 Collectively, this. . research indicates that disclosures about climate-related risks, when they are made, become.
topranging from risks (e.g., losing the license to operate) to opportunities (e.g., generating new sources of. . revenue)")
topranging from risks (e.g., losing the license to operate) to opportunities (e.g., generating new sources of. . revenue)"). We also note that corporate disclosures of material climate-related information reduce
topincorporating more company-specific information into the financial markets.2948 In addition, the. . Inline XBRL requirement for the climate-related disclosures will further limit agency problems,
topranging from risks (e.g., losing the license to operate) to opportunities (e.g., generating new sources of. . revenue)"). We also note that corporate disclosures of material climate-related information reduce
topautomated extraction and analysis of the information required by the final rules, further. . facilitating investors'ability to identify and compare climate-related disclosures, regardless of
topautomated extraction and analysis of the information required by the final rules, further. . facilitating investors'ability to identify and compare climate-related disclosures, regardless of
topWe also note that corporate disclosures of material climate-related information reduce. . information asymmetries between affiliated investors and other investors
topmore reliable, consistent, and comparable climate-related information.2727 Furthermore,. . institutional managers'demand for climate-related disclosures likely reflects what they believe
topinvestors and describing the results of that survey as "show[ing] that investors care about climate-related. . risks and opportunities of public companies, support the SEC requiring climate-related disclosures with.
topengaged to provide an attestation report in connection with the registrant's GHG emissions, or. . with respect to any other climate-related disclosures, the auditor would be required to comply
topWe continue to believe that it is appropriate to amend. . Regulation S-K and Regulation S-X to require climate-related disclosures in Securities Act or. . Exchange Act registration statements and Exchange Act reports
topWe continue to believe that it is appropriate to amend. . Regulation S-K and Regulation S-X to require climate-related disclosures in Securities Act or. . Exchange Act registration statements and Exchange Act reports
topWe continue to believe that it is appropriate to amend. . Regulation S-K and Regulation S-X to require climate-related disclosures in Securities Act or. . Exchange Act registration statements and Exchange Act reports
top72 In addition, the existing safe harbors for forward-looking statements under the Securities Act and Exchange. . Act will be available for other aspects of the climate-related disclosures
topcompany, not to the importance of the information to climate-related issues outside of those. . decisions. The Commission has been and remains agnostic about whether or how registrants
topcompanies, 710 were located in the United States, about half of which were Commission. . registrants.2704 The trend in companies disclosing other climate-related targets has also been
topcompanies, 710 were located in the United States, about half of which were Commission. . registrants.2704 The trend in companies disclosing other climate-related targets has also been.
top1132 See, e.g., letters from AEPC (stating that the Commission "should allow a commensurate market-based. . approach to third-party assurance for climate-related reporting for registrants that desire to enhance the.
topcompanies, 710 were located in the United States, about half of which were Commission. . registrants.2704 The trend in companies disclosing other climate-related targets has also been.
topThe Commission proposed to require a registrant to specify whether an identified. . climate-related risk is a physical or transition risk so that investors can better understand the
topThe Commission proposed to require a registrant to specify whether an identified. . climate-related risk is a physical or transition risk so that investors can better understand the.
topusefulness in understanding the connection between climate-related risk and financial impact.117. . Commenters also stated that basing the Commission's climate-related disclosure rules on the
topHileman Consulting. . (stating that it is not necessary for the Commission to enumerate specific climate-related risks, such as. . flooding or water stress, as there is the risk that registrants could downplay other types of risk)
top(stating that it is not necessary for the Commission to enumerate specific climate-related risks, such as. . flooding or water stress, as there is the risk that registrants could downplay other types of risk).
topusefulness in understanding the connection between climate-related risk and financial impact.117. . Commenters also stated that basing the Commission's climate-related disclosure rules on the.
topcomparable information with the level of detail needed by investors to assess the financial impact. . of climate-related risks on registrants.103 Commenters stated that, despite the Commission's.
topauthority and its traditional role, the Commission is agnostic as to whether and how issuers. . manage climate-related risks so long as they appropriately inform investors of material risks.
topThe Commission proposed to require a registrant to disclose any climate-related risks. . reasonably likely to have a material impact on the registrant's business or consolidated financial
topIn the Proposing Release, the Commission solicited comment on whether it would be. . clear that the proposed climate-related financial statement metrics would be included in the
topIn the Proposing Release, the Commission solicited comment on whether it would be. . clear that the proposed climate-related financial statement metrics would be included in the
topcomparable information with the level of detail needed by investors to assess the financial impact. . of climate-related risks on registrants.103 Commenters stated that, despite the Commission's
topinextricably linked to other contributing factors."2151 Another commenter suggested that the. . Commission should clarify that registrants have an existing obligation to disclose climate-related.
topinextricably linked to other contributing factors."2151 Another commenter suggested that the. . Commission should clarify that registrants have an existing obligation to disclose climate-related.
topmade a GHG emissions reduction commitment may be exposed to transition risks related to the. . implementation of the commitment.241. . As the Commission noted in the Proposing Release, climate-related conditions and any
topAs the Commission noted in the Proposing Release, climate-related conditions and any. . transition to a lower carbon economy may also present opportunities for registrants and.
topAs the Commission noted in the Proposing Release, climate-related conditions and any. . transition to a lower carbon economy may also present opportunities for registrants and.
topAs the Commission noted in the Proposing Release, climate-related conditions and any. . transition to a lower carbon economy may also present opportunities for registrants and.
top. of how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
topMD&A, that focuses on providing investors with material climate-related information that. . management uses to make strategic decisions while allowing registrants to tailor the disclosure to.
topFor example, Scope. . 1 and Scope 2 emissions disclosure may be relevant to investors'assessment of a registrant's.
top... known or reasonably available); activities to. . mitigate or adapt to climate-related risks; and expenditure for research and development.. . Registrants are also required to discuss whether and how the registrant considers these impacts as.
topanalyze climate-related information.2669 For example, one commenter submitted a survey. . reporting that institutional investors spend an average of $257,000 and $357,000 on "collecting.
topReform and Public Citizen") (noting that the commenters commissioned a survey of retail. . investors and describing the results of that survey as "show[ing] that investors care about climate-related
topReform and Public Citizen "do[es] not support. . the position that retail investors demand more climate-related information in companies'SEC filings, and
topcomment letters in support of the proposition that retail investors have stated that they found much of the. . voluntary climate-related reporting to be lacking in quality and completeness and difficult to compare and
topenvironment arise from climate-related disclosure tagging requirements, this will likely benefit. . retail investors, who have generally been observed to rely on analysts'interpretation of financial.
topPCPP; IEEFA (May 10, 2022) (stating that "[t]he linkage of executive. . compensation to climate-related goals is a significant indicator to investors that the company is serious
topdecides whether to mitigate, accept, or adapt to a particular climate-related risk.746 One of these. . commenters stated that this information would help investors evaluate whether a company has.
topof how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
topof how registrants prioritize climate-related risks and how they determine to mitigate a high. . priority risk.748 Commenters indicated that information concerning how the registrant prioritizes
topdisproportionately higher exposure to climate-related risk, and indicated that while it may be. . appropriate to mitigate their compliance burden, disclosure would provide necessary.
topdisproportionately higher exposure to climate-related risk, and indicated that while it may be. . appropriate to mitigate their compliance burden, disclosure would provide necessary.
topwritten premium.2588 As of 2022, 14 states2589 and the District of Columbia require these. . domestic insurers to disclose their climate-related risk assessment and strategy via the NAIC. . Climate Risk Disclosure Survey, which the NAIC revised in 2022 to align with the TCFD.
topdomestic insurers to disclose their climate-related risk assessment and strategy via the NAIC. . Climate Risk Disclosure Survey, which the NAIC revised in 2022 to align with the TCFD.
topwritten premium.2588 As of 2022, 14 states2589 and the District of Columbia require these. . domestic insurers to disclose their climate-related risk assessment and strategy via the NAIC
topdomestic insurers to disclose their climate-related risk assessment and strategy via the NAIC. . Climate Risk Disclosure Survey, which the NAIC revised in 2022 to align with the TCFD.
topengaged to provide an attestation report in connection with the registrant's GHG emissions, or. . with respect to any other climate-related disclosures, the auditor would be required to comply
topregistrants LAFs at this time because a number of LAFs are already collecting and disclosing. . climate-related information, including GHG emissions data and larger issuers generally bear. . proportionately lower compliance costs than smaller issuers due to the fixed cost components of
top. management; GHG emissions metrics; and climate-related targets and goals, if any.90. . The Commission also proposed to amend Regulation S-X to add a new article (Article.
topTata Consultancy Services (June 17, 2022) ("We do not subscribe to the view that an attestation of reported. . emissions would be appropriate at such a nascent stage of adoption of climate-related disclosure standards
toptrend for these methodologies to under-estimate actual emissions."); Boston Trust Walden ("our analysts. . examine quantitative and qualitative climate-related corporate disclosure to enhance our understanding of
toptrend for these methodologies to under-estimate actual emissions."); Boston Trust Walden ("our analysts. . examine quantitative and qualitative climate-related corporate disclosure to enhance our understanding of
toptrend for these methodologies to under-estimate actual emissions."); Boston Trust Walden ("our analysts. . examine quantitative and qualitative climate-related corporate disclosure to enhance our understanding of.
topEGC, it must disclose its Scopes 1 and/or 2 emissions metrics.. . 1017 As we stated when discussing. . a registrant's determination of material impacts of climate-related risks, we intend that a
topengaged to provide an attestation report in connection with the registrant's GHG emissions, or. . with respect to any other climate-related disclosures, the auditor would be required to comply.
topregistrant will disclose climate-related information responsive to the final rules in a Form 10-Q is when it. . elects to disclose its Scopes 1 and/or 2 emissions pursuant to Item 1505 of Regulation S-K.
topregistrants LAFs at this time because a number of LAFs are already collecting and disclosing. . climate-related information, including GHG emissions data and larger issuers generally bear. . proportionately lower compliance costs than smaller issuers due to the fixed cost components of.
topcompliance costs for governance disclosure; disclosure regarding climate-related risks that have. . material impacts on strategy, business model, and outlook; and risk management disclosure are.
topThus, we estimate that the aggregate. . compliance costs for governance disclosure; disclosure regarding climate-related risks that have. . material impacts on strategy, business model, and outlook; and risk management disclosure are
topdescribe the process for identifying, assessing, and managing material climate-related risks, the. . final rules further limit the compliance costs for registrants. Nonetheless, registrants may still.
toprequirements will pose a comparatively smaller compliance burden for those registrants that do. . not have material climate-related risks. Other potential costs for registrants include increased. . litigation risk and the potential disclosure of proprietary information about a registrant's
topthe proposed rules to IPOs could deter many companies from going public due to the increased. . compliance costs and litigation risks associated with providing the climate-related disclosures,. . which would run counter to the Commission's mission of facilitating capital formation.2458 One
topbenefits in the form of improved liquidity and lower costs of capital.3152 These benefits would. . stem from reductions in information asymmetries brought about by the required disclosure of.
topbenefits in the form of improved liquidity and lower costs of capital.3152 These benefits would. . stem from reductions in information asymmetries brought about by the required disclosure of
topOther potential costs for registrants include increased. . litigation risk and the potential disclosure of proprietary information about a registrant's
topclimate-related information to disclose based on what they deem to be appropriate.3162 Such an. . approach might reduce reporting costs because registrants would be required to report only.
topbenefits in the form of improved liquidity and lower costs of capital.3152 These benefits would. . stem from reductions in information asymmetries brought about by the required disclosure of
topclimate-related information, including GHG emissions data and larger issuers generally bear. . proportionately lower compliance costs than smaller issuers due to the fixed cost components of
topclimate-related information, including GHG emissions data and larger issuers generally bear. . proportionately lower compliance costs than smaller issuers due to the fixed cost components of
topcompliance costs may be at the lower end of the cost range if, for example, it does not conduct. . scenario analysis, does not have material Scope 1 and 2 emissions, has no climate-related target.
topclimate-related information, including GHG emissions data and larger issuers generally bear. . proportionately lower compliance costs than smaller issuers due to the fixed cost components of.
topregistrant may choose to disclose the impact of efforts to pursue climate-related opportunities associated. . with transition activities but remaining silent with respect to opportunities for costs and expenditures
top3002 Strategy costs include the ongoing reporting costs to those entities in scope of internally coordinating,. . documenting and disclosing climate-related risks and opportunities the company has identified, as well as.
topClimate-related natural disasters can damage issuers'assets, disrupt their operations, and. . increase their costs.29 Any widespread market-based transition to lower carbon products,.
topthat a registrant may be required to disclose the amount of expenditure expensed or capitalized. . costs, as applicable, incurred for the climate-related events to increase the resilience of assets or
topcharacterized as helping to mitigate climate-related risks.1904 Another commenter pointed out. . that if a registrant's insurance costs increase, it will be difficult for a registrant to attribute this
topWe understand from commenters that SRCs and EGCs will face the greatest burden and costs in. . attempting to comply with the GHG emissions disclosure requirement as compared to the other.
topWe understand from commenters that SRCs and EGCs will face the greatest burden and costs in. . attempting to comply with the GHG emissions disclosure requirement as compared to the other
topWe understand from commenters that SRCs and EGCs will face the greatest burden and costs in. . attempting to comply with the GHG emissions disclosure requirement as compared to the other
topWe understand from commenters that SRCs and EGCs will face the greatest burden and costs in. . attempting to comply with the GHG emissions disclosure requirement as compared to the other.