What SEC ESG Disclosure Mandates Might Mean for Your Business

What SEC ESG Disclosure Mandates Might Mean for Your Business

Tuesday, April 5, 2022 - 10:15am

Earlier this month, Chief Executives for Corporate Purpose convened 17 CEOs and key legal leaders to discuss newly proposed environmental and social governance disclosure requirements from the SEC. Here are four key takeaways from the conversation.

On March 8, 2022, Chief Executives for Corporate Purpose (CECP) convened 17 CEOs and key legal leaders to discuss newly proposed environmental and social governance (ESG) disclosure requirements from the SEC.

If adopted, the mandated disclosures would require publicly traded companies to release information to investors about their emissions and how they are managing risks related to climate change and future climate regulations.

Kelly Grier, US Chair and Managing Partner and Americas Managing Partner at EY, led the discussion, saying: “Companies have stood up to talk about their ESG commitments without any mandate, as they realize that ESG is a means by which you realize your strategic imperatives. CEOs are the leaders on this and will be held to account for those disclosures and the progress against them.”

“If the business community steps up in a constructive way to be supportive but to suggest constructive improvement, it could be so helpful,” said Leo Strine of Wachtell, Lipton, Rosen & Katz, and offered examples of how the SEC could best approach the new rules. “If the SEC targeted 35 percent of the right industries, they could get 80 percent of the impact they’re trying to achieve. For a lot of other companies, their contribution to climate change is just the multiplication factor of having their employees at work. Before getting to scope 3, maybe do scope 1 and 2 well in the key industries. And focus on education in the initial years, leaving enforcement of the new rules solely to the SEC — not making it open season for plaintiffs’ lawyers.”

Here are four key takeaways from the conversation:

  1. Disclosure mandates will make CEOs more accountable. The business community has clearly embraced the concepts of ESG imperatives and connecting those to strategy and stakeholder engagement. Companies have stood up to talk internally and externally about their ESG commitments, without any mandate. This is not something that a CEO can delegate — the information presented in these disclosures will be part of the certification process that all CEOs will encounter with each filing. CEOs will be held to account for those disclosures and the progress against those disclosures.

  2. Measuring and reporting ESG is hotly contested. A key issue is the disclosure of the targets, measuring progress against those targets, and the accountability associated with those targets. Where, within the whole realm of reporting (e.g., annual report, financial statement, ESG report, etc.) this should be published is also being hotly contested.

  3. Scope 3 emissions are the areas of biggest political divide. Some think it should be a minimum disclosure; others suggest that the complexity associated with it undermines the original intent of disclosures to begin with.

  4. Companies and other interested parties are invited to comment on the proposed rules. Business is out in front of a true recognition and commitment to advancing ESG principles. The rulemaking could have unintended consequences if it’s not grounded in an understanding of the practicalities of what we’re talking about. Bringing those issues to light through the comment process is essential.

Check out this YouTube video to hear more from Kelly Grier from this important conversation; and read this SEC fact sheet with more information. The regulations are open for public comment for 60 days before the SEC can finalize and enforce them — which can take some time.

The increasing interest on mandating ESG is one of the reasons why CECP is working to empower each CEO on their journey to refocus investor expectations towards the long-term, including ESG strategy and disclosures.

Forward-looking companies will innovate, build awareness, and foster understanding about how ESG is being integrated and measured throughout their organizations.