Preparing Boardrooms for New Climate-Related Disclosure Rules: A US/Canadian Perspective

Earlier this year, the Securities Exchange Commission (SEC) and the Canadian Securities Administrator (CSA) proposed regulations requiring corporate issuers to disclose various practices related to climate change. While these regulations have yet to be passed, there have been strong opinions from both the investor community and companies/trade organizations.

Roughly “90% of investors” are supportive of the regulations while the various opinions of companies and trade groups think the regulations “went too far”. Regardless of opinion, our expert panellists claim boards need to start preparing to meet the requirements outlined by the disclosure rules. Companies, if having yet to do so, should start by thinking where climate should fall within the board, especially when considering how to best address climate risks and opportunities. Bueschkens notes it is difficult for one committee to address all components related to climate. While there is no “one size fits all” approach in organizing the board to address climate concerns, the board should recognize that climate affects every committee and element at work, and therefore, it should be included in strategic planning, budgeting processes, the line of authority, and the company’s charter.  

After discussing the importance of organizing the board around climate, our panellists explained the importance for directors to understand the processes needed to effectively oversee climate. While every director on the board has their own sense of experiences and educational history, it is critical they continue to educate themselves in the constantly evolving topic that is climate change. Directors should be using matrixes and other tools to address where knowledge and experience gaps fall within their board, and look to retain someone who can help to fill lacking expertise.  

It is critical there is adequate knowledge to address this ever-evolving topic especially when considering the “alphabet soup” that often defines ESG reporting. Reporting and disclosure are a key component in the new rules proposed by the SEC and the CSA, but this can often leave directors overwhelmed and unsure where to start. Our panellists note that we are starting to see a “coalescence around [Task Force on Climate-Related Financial Disclosures (TCFD)] and this ‘alphabet soup’”, and the best practices in determining where to start with reporting often comes from looking at the company’s industry peers’ TCFD status report. Examples of companies were provided, like Microsoft or Apple, who have set bold goals, disclosed scope emissions, and taken steps to reduce emissions.