Climate Change – The SEC’s Proposed New Disclosures

In a highly anticipated meeting, on March 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) proposed sweeping new climate change disclosure requirements.  The proposal adds climate change disclosure and reporting requirements to Regulations S-K and S-X as well as various Securities Act and Exchange Act forms that incorporate them.  The new disclosures would include information about company climate change policies and Greenhouse Gas Protocol Scope 1, 2 and 3 emissions.  The proposed rule also includes attestation requirements for accelerated and large accelerated filers.  Companies should begin planning now for more extensive and complex disclosure requirements likely to be enacted from this proposal.  Please join Gary M. Brown of Nelson Mullins Riley & Scarborough LLP and SEC Institute Directors Bob Laux and George M. Wilson as they discuss the proposed disclosure requirements and what to do now to plan for the new disclosures.

In this Briefing faculty will:

• Discuss the rationale for the changes presented in the proposed rule – 5 minutes
• Consider foundations for the proposed rules in the Task Force on Climate-related Financial Disclosures (TCFD) framework – 3 minutes
• Overview the Greenhouse Gas Protocol of 2001– 7 minutes
• Define Scope 1, 2 and 3 emissions
• List proposed Regulation S-K amendments– 15 minutes
• Climate risk management process
• Impact of climate-related risks and events
• Governance issues, including board involvement
• Transition plan disclosures
• Publicly announced targets
• Discuss greenhouse gas emission proposed disclosures– 10 minutes
• Scope 1 and 2
• Scope 3 if material or if target set by company
• Exclusions for smaller reporting companies from Scope 3 disclosures
• Explain the proposed attestation requirements for large accelerate filers and accelerated filers for Scope 1 and 2 disclosures– 5 minutes
• List proposed Regulation S-X amendments– 10 minutes
• Example climate-related metrics
• Disaggregation requirements
• Discuss phase in requirements– 5 minutes

Program Level:  Update 

Intended Audience:  Accountants and attorneys who deal with SEC reporting and disclosure and related accounting issues, including CFOs, controllers and their staff, internal auditors, partners of public accounting firms and their staff, in-house counsel, and outside attorneys

Prerequisites:  None 

Advanced Preparation:  None