Tag: climate change risk
Did the SEC’s rule changes succeed in transforming the risk factors section? What about climate risk?
Remember back in 2020, when the SEC adopted major amendments to Reg S-K designed to modernize the descriptions of business, legal proceedings and risk factors? You might recall that the SEC had long grumbled about “the lengthy and generic nature of the risk factor disclosure presented by many registrants”; to address that concern, the SEC instituted a number of requirements and “incentives” to encourage companies to be, um, more succinct. (See this PubCo post.) Among these changes were a new requirement to include a risk factor summary if the risk factor section exceeded 15 pages and changing the disclosure standard from “most significant” factors to “material” factors. In addition, because the SEC considered untailored, generic risks to be less informative and to contribute to increased length, it sought to discourage their use by requiring companies to organize the risk factors under relevant headings, with generic risk factors located at the end under a separate caption, “General Risk Factors.” So how’d that go? Did the rule changes achieve their purpose? Apparently, not so much—at least not at the largest public companies—according to this paper, published on the Harvard Law School Forum on Corporate Governance, from a group of authors from Deloitte and the USC Marshall School of Business. The authors also drilled down more specifically on risk factors related to climate change, where the increase in prevalence was dramatic (and probably also contributed to the increased length of risk factor sections in general).
BlackRock CEO’s big ask for 2021
In his 2020 annual letter to CEOs, Laurence Fink, CEO and Chair of BlackRock, the world’s largest asset manager, announced a number of initiatives designed to put “sustainability at the center of [BlackRock’s] investment approach.” According to Fink’s letter, “[c]limate change has become a defining factor in companies’ long-term prospects.” What’s more, he made it clear that companies need to step up their games when it came to sustainability disclosure. (See this PubCo post.) At the Northwestern Law Securities Regulation Institute this week, former SEC Chair Mary Schapiro said that, at companies where she was on the board, Fink’s statement had “an enormous impact last year.” Fink has just released his 2021 letter to CEOs, in which he asks companies to disclose a “plan for how their business model will be compatible with a net zero economy.” Will this year’s letter have the same impact?
BlackRock puts sustainability at the center of investment strategy, expects more transparency in sustainability disclosure
Was it the heartbreaking photos of scorched koalas in Australia? Was it the pressure from activists such as As You Sow, which submitted a shareholder proposal asking for a report on how the company plans to implement the new Business Roundtable statement of purpose? (See this PubCo post.) Was it the press reports, like this one in the NYT, highlighting what appeared to be stark inconsistencies between the company’s advocacy positions and its proxy voting record? Was it the protests outside of the company’s offices by climate activists? The letters from Senators? The charges of greenwashing? Whatever the precipitating factor, in this year’s annual letter to CEOs, Laurence Fink, CEO of BlackRock, the world’s largest asset manager, announced a number of initiatives designed to put “sustainability at the center of [BlackRock’s] investment approach.” What’s more, he made clear that companies need to step up their games when it comes to sustainability disclosure.
ISS releases 2019 Global Policy Survey
ISS recently released the results of its 2019 Global Policy Survey. In this year’s integrated survey, the topics included board gender diversity, overboarding, sunsetting of multi-class capital structures, combined chair and CEO roles and climate change risk. The respondents included 128 investors (including 88 asset managers, 24 asset owners, four advisors and 12 other investors), and 268 non-investors (including 227 corporate issuers, 19 advisors, six corporate directors and 16 other non-investors). Highlights of the survey are summarized below.
Companies report financial impact of climate risk
Non-profit CDP (fka the Carbon Disclosure Project) has released its analysis of the responses to its climate change questionnaire for 2018 from two groups of companies—a large group of almost 7,000 respondents and, analyzed separately, a group of 366 respondents that were among the world’s 500 largest companies (by market cap). The analysis focused on the risks and opportunities presented by climate change and, for the first time, the analysis considered companies’ expectations regarding the potential financial impact of climate risk. In the aggregate, the amount reported was eye-popping, if not exactly surprising, and, given that many companies did not respond at all, is undoubtedly an underestimate. Notably, however, the aggregate amount companies attributed to potential climate-related opportunities was even “bigger than the risks.” The significance of the potential financial implications, together with the imminence of these risks, suggest that companies may need to think hard about climate risks and the associated financial implications in crafting their public disclosures.
SSGA provides guidance for board oversight of climate risk
As noted in the proxyseason blog from thecorporatecounsel.net, asset manager State Street Global Advisors has recently published an updated Climate Change Risk Oversight Framework For Directors. Climate change is identified as a continuing priority for SSGA’s asset stewardship and company engagement program. In the commentary introducing the framework, SSGA advises that boards should look at climate change “as they would any other significant risk to the business and ensure that a company’s assets and its long-term business strategy are resilient to the impacts of climate change.” A similar view was expressed by the NACD in Board Oversight of ESG, which advises that “climate-related risks must be integrated into the company’s ongoing risk assessment and quantification processes and the board’s oversight of risk management.”
BlackRock sets its priorities for board engagement
by Cydney Posner Asset management firm BlackRock (reportedly the largest, with $5.1 trillion under management) has identified its “Investment Stewardship” priorities for 2017-2018, intended to help companies prepare for engaging with BlackRock. Among the hot topics are governance (including board composition and diversity), corporate strategy for long-term value creation in […]
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