Preparing for SEC Disclosure: Time to recognize SEC may really do this

It’s time to start making a list and checking it twice.

Indications are that the SEC is going to publish some form of climate/ESG rule in April. We don’t know exactly what will be included. But we have enough clues (including some of the Commissioners’ own words) to understand the direction they’re heading in, even if we don’t know exactly how far they’ll go. We know there will be legal challenges, but so does the SEC. 

Devoid of any inside information (and certainly without any leaked drafts), it’s best to assume that any rule will:

  • Focus heavily on business risk
  • Address present and historical consistency in both filings and public communications
  • Open the door to Scope 3 reporting, though they seem to be wrestling with this one

Leading companies are not waiting to see the precise language. C-suite leaders are already asking questions about how their company is prepared for the anticipated rule. 

GEMI ( convened two work sessions on SEC Disclosure Preparation in 2022, that produced some thoughtful and practical suggestions:

  1. Make a list of everything your company has said in your 10Ks (and any other SEC filings) about climate and climate risk. Check to see what your basis (real data) was for those statements.
  2. Make a list of everything you’ve said about climate and climate risk in TCFD, CDP and other reports. Check to see what your basis was for those statements. And especially check to see if those statements are consistent with everything on your list from #1 above.
  3. Make a list of all climate-related commitments you’ve made in any public forum, announcement or filing, including GHG reductions. Check to see how you’re doing and if you can demonstrate progress.

Those three steps won’t cover everything in the SEC rule by any stretch. But they’re a good place to start. If the SEC rule is held up in litigation, don’t be surprised if the SEC moves ahead in the meantime by enforcing climate representations under existing authority. Knowing what you’ve said, what you’ve promised and what you’ve done isn’t a bad place to start.

GEMI is going to reconvene its SEC Disclosure Preparation work group, to enable corporate ESG professionals and their counterparts in other functions (such as Finance, Internal Audit, etc.) to work collaboratively on practical steps to take. If you’re interested, please contact GEMI Executive Director Steve Hellem ( ) or Scott Nadler, GEMI Senior Fellow   (

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