1/30/2023
Management Feel Unprepared for SEC’s Climate Rule, Survey Finds
Corporate Secretary (01/30/23) Distefano, Noemi
Most management teams feel unprepared for the forthcoming U.S. Securities and Exchange Commission (SEC) rule on climate-related disclosures, according to a survey by ICR. Roughly eight in 10 management teams (78%) are concerned about reporting ESG-related risks and strategies because of the pending SEC rule. If approved, it would mandate that companies disclose information about their governance of climate-related risks and how these have had, or are anticpated to have, a material impact on their business. Despite uncertainty about the rule’s final scope and the timing of when it could be approved, governance professionals at a recent Corporate Secretary event encouraged companies to prepare to comply. The survey, conducted at a recent ICR Conference, collates responses from management teams, institutional investors, sell-side research analysts, investment bankers, and private equity professionals. It found that 73% of management teams incorporate ESG-related information into corporate announcements. It also found that a majority (65%) of non-management teams think companies’ ESG disclosures are "sometimes helpful" in making investment decisions. This compares with 7% that always factor ESG disclosures into their investment decisions and 28% that consider such disclosures never helpful. "Despite the recent raft of anti-ESG regulations and pressures, ESG factors are here to stay," says Lyndon Park, managing partner for global ESG advisory and shareholder activism at ICR. "There are tangible reasons why 78% of the survey respondents feel unprepared for the SEC’s forthcoming climate rule, one of which is that the SEC published its proposed rules very early, pushing aggressively for TCFD-based disclosure, including Scope 3 emissions information, which is difficult to account for or control, as it lies outside the Scope 1 and Scope 2 emissions within operational control of the companies," Park notes. He says another reason is tied to the SEC’s delay in finalizing its ruling from the end of 2022, as originally intended. "In addition to this uncertainty, many issuers and investors have focused their ESG efforts based on 'materiality' as companies, especially smaller and recently public [ones], have focused their initial [ESG] efforts on ESG factors that are business-relevant and material, often based on the SASB framework that investors have coalesced around," he points out. He says there is still a way for companies to get ready ahead of the SEC’s final ruling on the issue. The first step is to start collecting Scope 1 and Scope 2 emissions data, crafting a strategy, and developing achievable goals in line with the TCFD framework. "Intellectual honesty is a must," he says, "so rather than speculatively setting Scope 3 targets based on incomplete information or data that’s out of their control, companies can begin the assessment work related to Scope 1 and Scope 2 emissions. Companies would be best served to start from there."
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