SEC Climate Risk Disclosure Rule

In line with AGC recommendations, the Securities and Exchange Commission will reportedly finalize a climate risk disclosure rule that will NOT require construction companies to report their greenhouse gas emissions while working on publicly traded companies’ projects.

The U.S. Securities and Exchange Commission (SEC) announced that the Commission will meet on March 6 to vote on its proposed rule for public companies to disclose climate-related information in their registration statements and annual reports.

Multiple news sources have reported that the final version may not be as expansive as the SEC proposed in 2022. The SEC originally proposed expanding disclosure requirements to include direct and indirect greenhouse gas (GHG) emissions as well as the emissions related to the supply chain (so-called “Scope 3 emissions”), if material. The supply chain provision- reportedly absent from the final rule- would have caused many more project owners to require climate-related documentation from general contractors and suppliers. AGC provided preliminary feedback in 2021 and commented on the proposal in 2022. If the reports are accurate that mandatory supply chain climate-related disclosures are absent from the final rule, this would be a considerable improvement over the original proposal, and in line with AGC’s recommendations.

In addition to recommending that the SEC drop its mandate for Scope 3 emissions disclosure, AGC’s comments maintained that climate change disclosures are already adequately addressed under existing rules such as Regulation S-K. The SEC has limited authority related to federal environmental or climate policy, but if they proceed, AGC urged the agency to ---

  • Support voluntary, market-based disclosures that provide companies with appropriate flexibility.
  • Root any disclosure framework in the Supreme Court’s well-established financial “materiality” standard.
  • Promote comparable, reliable, and accurate information to investors.
  • Factor flexibility for companies of different sizes and industries.
  • Establish boundaries on the scope of reporting for entities with complex carbon footprints and include limits on legal liability.

For more information, contact Matthew Turkstra at [email protected] or Melinda Tomaino at [email protected].

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