On September 22, 2021, CorpFin staff posted this “Sample Letter to Companies” to provide example climate change disclosure comments. These Sample Letters, which are a successor to older “Dear CFO” letters, provide illustrative comments about emerging and “hot-button” issues companies should consider in their disclosure processes. (For example, one of the previous letters dealt with securities offerings during times of extreme price volatility.)
The Sample letter references the SEC’s current climate change disclosure guidance in FR-82 (Release 33-9106, 34-61469) Commission Guidance Regarding Disclosure Related to Climate Change.
Many of the example comments have their roots in FR-82. For example, FR-82 includes this paragraph dealing with separate ESG reports that many companies issue:
“Although much of this reporting is provided voluntarily, registrants should be aware that some of the information they may be reporting pursuant to these mechanisms also may be required to be disclosed in filings made with the Commission pursuant to existing disclosure requirements.”
The Sample Letter includes this related example comment:
- We note that you provided more expansive disclosure in your corporate social responsibility report (CSR report) than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your CSR report.
The Sample Letter focuses on risk factor and MD&A disclosure and, consistent with topics addressed in FR-82, provides example comments focused on indirect and physical effects of climate change.
As we move towards our next quarter and year-end reporting cycles, and as disclosure committees consider current disclosure issues, this letter is a reminder to review FR-82 and any other climate change related reports our companies and clients prepare and to carefully consider how to address these matters in our reporting.
As always, your thoughts and comments are welcome!