The SEC’s Climate Disclosure Rule: How Can Businesses Prepare?

March 6, 2024

The US Securities and Exchange Commission (SEC) held an Open Commission Meeting today, on the 6th of March, during which it voted on the final version of its climate disclosure rule. The vote passed 3-2, and we will see the text of the final rule sometime today. Manifest Climate will update this blog and other resources to reflect the text of the final rule.

On March 6, the US Securities and Exchange Commission (SEC) finalized its vote on the final version of its climate disclosure rule, requiring publicly traded companies to disclose extensive climate-related information. This new regulation represents not just a replacement of the SEC’s outdated 2010 guidance on climate-related risks, but rather a pivotal moment for corporate climate disclosure, aiming to enhance transparency in capital markets and establish a foundation for future climate-related disclosure norms.

A summary of the SEC’s final ruling: what you need to know

SEC Commissioners voted 3-2 today to update its climate-related disclosure rules, which will replace outdated 2010 guidance on climate-related risks.

Here’s what you need to know:

The good

  • The new rule will replace outdated 2010 guidance on climate-related risks, bringing the US towards, if not in exact alignment with, international climate-related disclosure standards.
  • Companies covered by the rule will need to describe how they identify, manage and oversee climate-related risks, similar to the TCFD framework.
  • Companies will need to disclose financial information about severe weather events. There is a de-minimis threshold (1%), but promoting a link between physical events and financial impacts is a significant move for the SEC.
  • Many companies will need to disclose Scope 1 and 2 emissions, even those with a relatively small market value.
  • Attestation (auditing) for GHG emissions reporting will be required. This will ramp up over time, but the audit ecosystem will need to get up to speed quickly.
  • Governance retains a central role in disclosures.

The bad

  • Scope 3 emissions are out. This was expected but, even so, its omission puts the US somewhat at odds with other climate disclosure requirements like CSRD and SB-261/SB-253.
  • Scope 1 and 2 emissions are subject to a materiality assessment, which can be tricky.
  • The original proposal included robust requirements on companies to disclose how much they’re spending on decarbonization. Those have been removed from the final ruling.  

The uncertain

  • Dissenting Commissioners repeated claims that the new rule is politically motivated. One Commissioner summed it up neatly by saying climate-related disclosures should be debated in the Halls of Congress, not the Halls of the Commission. Even after today’s vote, the new rule may well still end up in the Halls of the Supreme Court.

For more information, see the SEC’s cheat sheet on the ruling.

Context and background

The SEC’s rule, which was first proposed in March 2022, is partly based on the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), a globally recognized framework that outlines how companies should report their climate governance, strategies, risk management processes, and metric and targets.

 In short, the rule tells companies to disclose their:

  • Climate-related risks and the likely material impacts on their businesses, strategies, and future expectations;
  • Climate-related governance and risk management processes;
  • Greenhouse gas (GHG) emissions;
  • Certain climate metrics and related information in their audited financial statements; and
  • Information on their climate-related targets, goals, and any transitions plans

Since the SEC’s proposal dropped, there’s been discussion and debate around what it could mean for businesses. To help unpack the disclosure rule, Manifest Climate published a white paper that explains its main provisions and how companies could be affected. Here’s what we learned:

The SEC’s rule will require businesses to think about their climate disclosures as more than just metrics. While tracking greenhouse gas (GHG) emissions is important, companies will also need to consider their climate strategies, oversight, and governance frameworks.

Instead of thinking of climate information as something that belongs in sustainability reports or brochures, businesses should look at this data as part of their financial risk disclosures. The SEC makes it clear that climate risks and opportunities need to be at the core of companies’ financial discussions. Moreover, the SEC’s rule could also force more teams across companies to be climate competent and conscious, which is something that has been commonly relegated to corporations’ sustainability and marketing departments.

Investor pressure may encourage businesses to take climate action

The SEC’s rule will only force companies to disclose climate-related information and will not require businesses to take action or develop transition plans with respect to climate risks. However, disclosures that do not include this information may signal to investors that an organization is not doing enough to address its climate risks. This may in turn encourage investors to move their capital elsewhere. 

Investor pressure on companies to improve their climate reporting is nothing new, and has been growing since the launch of voluntary climate disclosure frameworks, like the TCFD or the Partnership for Carbon Accounting Financials (PCAF). However, The SEC’s rule could push businesses to pursue action to address climate risks if they’re concerned that failing to do so will cause their share prices to drop or investors to withdraw their financing. 

The rule will also reveal whether companies’ climate targets and goals are legitimate as it will increase the quantity and quality of comparable information on these. 

Private companies could adversely be affected 

While the SEC’s rule will only apply to businesses that are publicly traded on US exchanges, there are a number of ways that private companies could experience spillover effects. For instance, public corporations that fall under the rule may ask their private company suppliers to provide them with emissions data in order to meet their own reporting requirements. 

However, private companies would not be compelled to produce these disclosures. Still, it’s important for private companies to pay attention to the climate disclosure ecosystem and reporting requirements since this information is of interest to companies in their value chains and to investors.

Climate disclosures must be data-driven and understood by auditors

Climate change is both a business risk and opportunity. As a result, organizations need to think about how they’re considering, managing, and responding to climate change. They must also think about what climate risk and opportunity means, in addition to how their current risk management procedures could address climate risks.

Firms need to be driven by data when it comes to producing their climate-related disclosures. Internal risk management teams will play a large role in aggregating the necessary climate risk data, but businesses will also need to make sure their auditors and accountants understand what’s in the SEC’s rule so that they can properly prepare.

What’s next?

The SEC’s climate disclosure rule will influence and shape other climate reporting requirements both within the US and internationally. Central bank regulators and stock exchanges around the world are already beginning to adopt the recommendations of the TCFD to ensure companies’ climate disclosures are consistent and comparable.

Moving forward, one question concerns how US trade associations, state legislators, and other stakeholders will respond to the final rule. In comment letters to the SEC, many have announced their opposition to the additional disclosures and it’s expected that some will fight against its implementation through the courts.

Nevertheless, the final SEC rule will signal that the momentum behind increased climate risk disclosure is not going away.

How Manifest Climate can help you prepare

If you need to align your disclosures with the SEC’s rule, Manifest Climate can help. Our AI-powered platform helps companies manage, understand, and communicate their climate-related financial risks and opportunities. With Manifest Climate, organizations can evaluate their organizations’ alignment with different climate disclosure frameworks and standards, including the SEC rule. Request a demo to learn more.