{"id":2132,"date":"2022-02-16T12:01:35","date_gmt":"2022-02-16T17:01:35","guid":{"rendered":"https:\/\/seci.wpenginepowered.com\/?p=2132"},"modified":"2022-02-16T12:57:44","modified_gmt":"2022-02-16T17:57:44","slug":"a-climate-change-comment-letter","status":"publish","type":"post","link":"https:\/\/seciblog.pli.edu\/index.php\/a-climate-change-comment-letter\/","title":{"rendered":"A Climate Change Comment Letter"},"content":{"rendered":"

On February 24, 2021, Acting Chair Allison Herren Lee issued a Statement on the Review of Climate-Related Disclosure <\/a>\u00a0where she directed the CorpFin staff to \u201cenhance its focus on climate-related disclosures\u201d in filing reviews.\u00a0 On September 22, 2021, CorpFin issued a Sample Letter to Companies Regarding Climate Change Disclosures<\/a> to provide example climate change comments.\u00a0 The issues raised in the sample letter to companies are consistent with the SEC\u2019s 2010 FR-82 \u2013 Commission Guidance Regarding Disclosure Related to Climate Change<\/a>.\u00a0 You can find more background in this blog post<\/a>.<\/p>\n

The staff posts all the comment letters and responses from an individual company review twenty business days or more after the review is closed.\u00a0 Some climate change related reviews are now being posted on the EDGAR system.\u00a0 Cintas, Monster, and Palo Alto Networks are among the companies that have received climate change related comment letters.<\/p>\n

Cintas received a climate change related comment letter in September 2021.\u00a0 You can read the complete SEC comment letters and company responses with these links:<\/p>\n

\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 First SEC comment letter<\/a> \u2013 Dated September 16, 2021 \u2013 five climate comments<\/p>\n

\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 First company response<\/a> \u00a0\u2013 Dated September 28, 2021<\/p>\n

\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Second SEC comment letter<\/a> \u2013 Dated October 21, 2021<\/p>\n

\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Second company response<\/a> \u2013 Dated November 3, 2021<\/p>\n

\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Closing letter<\/a> \u2013 Dated January 14, 2022<\/p>\n

The first comment in the SEC\u2019s letter to Cintas is essentially the same as the first example in the Sample Letter to Companies<\/a>:<\/p>\n

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  1. We note that you provided more expansive disclosure in your 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.<\/li>\n<\/ol>\n

    The company\u2019s first response to this comment was:<\/p>\n

    Response<\/u>: In response to the Staff\u2019s comment, the Company respectfully advises the Staff that the Company\u2019s Environmental, Social and Governance Report (\u201cESG Report\u201d) is designed to provide selected information regarding the Company\u2019s ESG performance to a broad audience that includes investors, employee-partners, customers, communities, suppliers and other interested parties. As a result, the ESG Report may include detailed information, such as information regarding the Company\u2019s efforts to reduce energy use and greenhouse gas (\u201cGHG\u201d) emissions, that is beyond the scope of the information that is required to be disclosed pursuant to applicable SEC rules\u00a0and\/or regulations. When considering whether to include climate-related disclosure in its SEC filings, including the type of climate-related disclosure provided in the ESG Report, the Company takes into account applicable SEC rules\u00a0and regulations, including Item 101,\u00a0Item 103,\u00a0Item 105 and Item 303 of Regulation S-K, as well as the SEC\u2019s Compliance and Disclosure Interpretations, available guidance from the Staff (including the SEC\u2019s 2010\u00a0Commission Guidance Regarding Disclosure Related to Climate Change<\/em>) and applicable standards of materiality. The Company also considers that, while certain climate-related information may be of interest to readers of the ESG Report, such information may not be material to investors in the context of an SEC filing, while SEC filings may otherwise include separate climate-related disclosure required pursuant to Regulation S-K and other applicable SEC rules, regulations and guidance. The Company respectfully advises the Staff that it will, in response to the Staff\u2019s comment, and historical practice, continue to evaluate its climate-related disclosure in SEC filings in light of applicable SEC rules, regulations and guidance and applicable standards of materiality.<\/p>\n

    The SEC\u2019s follow-up comment letter did not raise this issue again.<\/strong><\/p>\n

    The fourth comment in the original letter addressed, consistent with FR-82 and the Sample Letter, the indirect effects of climate change:<\/p>\n

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    1. To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following:<\/li>\n<\/ol>\n