美国证券交易委员会的新气候披露规则——为什么首席财务官们现在必须采取行动

© Oliver WymanConfidentialityOur clients’ industries are extremely competitive, and the maintenance of confidentiality withrespect to our clients’ plans and data is critical.Oliver Wymanrigorously applies internal confidentialitypractices to protect the confidentiality of all clientinformation.Similarly, our industry is very competitive. We view our approaches and insights as proprietary andtherefore look to our clients to protect our interests in our proposals, presentations, methodologies,and analytical techniques. Under no circumstances should this material be shared with any third partywithout the prior written consent ofOliverWyman. © Oliver WymanINTRODUCTION1Securities and Exchange Commission.Final rule: The Enhancement and Standardization of Climate-RelatedDisclosuresfor Investors.2024.2Ropes & Gray.Court stays SEC climate rules — does this change anything for SEC filers?.2024.On March 6, 2024, the Securities and Exchange Commission (SEC) voted to approve the “Enhancementand Standardization of Climate-Related Disclosures for Investors” rule.1The regulation was passedfollowing a nearly two-year feedback period and was planned to come into effect on a phased-in basisstarting in fiscal year2025.Compared to the initially proposed language, the final rule reduces the burden to registrantsin several areas. Notably, broad Scope 3 reporting requirements have been removed, as haverequirements to apply a 1% disclosure threshold on a line-by-line basis for other financial impactsbeyond expenditure effects (such as capitalized costs, expenses, and losses) of severe weatherevents. Additionally, the safe harbor from private liability for forward-looking, climate-relateddisclosures was expanded pertaining to transition plans, scenario analysis, the use of an internalcarbon price, and targets andgoals.On March 15, 2024, the Fifth US Circuit Court of Appeals granted an emergency stay of the rule.As lawsuits have been filed in multiple federal courts, a lottery will determine at random which ofthose jurisdictions will hear the challenges to the rules on a consolidated basis. If the consolidatedchallenges are heard outside the Fifth US Circuit Court of Appeals, a different court may revoke ormodify the stay.2The case may eventually be heard by the US SupremeCourt.Despite the significant changes to the SEC rule, the current version of the regulation willrequirea meaningful increase in the amount of new work for chief financial officers to develop the climatecapabilities required for disclosure. To manage their timeline effectively, CFOs will need to engagefurther with the sustainability efforts already underway in their organizations and help strengthentheir firms’ climate capabilities and processes efficiently across several fronts. This includessubstantial work on the basic issue of determining and quantifying materiality and its applicabilityto various industries andsituations.This executive briefing aimsto•Summarize key rule-relatedrequirements•Highlight some of the final rule’s initial implications forcompanies•Provide perspectives on crucial steps firms can take to prepare for the rule’s implications,includinga climate disclosure capabilities program that CFOs will have to assess anddevelop © Oliver WymanSEC RULESUMMARY3Issuers required to report Form 20-F, which is the annual report filing for non-US and non-Canadian companiesthathave securities trading in theUS.4GHG protocol. Scope 1 emissions are “emissions from company owned or controlled sources” while Scope 2 emissionsare “emissions from the generation of purchased or acquired electricity, steam, heating or cooling consumed by thereportingcompany.”5LAF: Public float >700 $Mio as of the last business day of the issuer’s most recently completed second fiscalquarter;non-SRC AF: Public float 250-700 $Mio and revenues > 100 $Mio; Public float: calculated by multiplying thenumberof the company’s common shares held by non-affiliates by the marketprice.The final rule is wide-ranging in terms of its applicability, timing, and disclosure requirements. Forinstance, it covers all publicly traded companies in the US (including certain non-US based firms).CRUCIAL ELEMENTS FOR COMPANIES TOCONSIDERKey disclosure requirements with materialityqualifiers•Climate-related risks, including physical and transition risks, and the actual orpotentialmaterial impacts of any identified climate-related risks, that have or may have amaterialimpact on the registrant’s strategy, business model, outlook, or financialcondition•Any material expenditures and impacts on financial estimates and assumptions thatarea direct result of the climate target or actions taken to address the target orgoal•A brief description of the parameters, assumptions, analytical choices, and theexpectedmaterial impacts, including financial impacts, used for each material scenario within anyperformed scenarioanalysis•A quantitative disclosure and qualitative description of the impact of any adopted transitionplanson