NIRI Submits Comment Letter on SEC Climate Risk Disclosure Rule Proposal

NIRI has submitted a comment letter on the March 2022 U.S. Securities and Exchange Commission proposed rule to mandate certain climate-related disclosures by public companies.

As drafted, the SEC’s proposal would require all public companies to:

  • disclose information about their internal processes to identify, assess, manage and oversee climaterelated risks
  • disclose how any identified climate-related risks have had, or are likely to have, a material impact on their businesses and consolidated financial statements over various periods of time
  • disclose how any identified climate-related risks have affected, or are likely to affect, each company’s strategy, business model, and outlook
  • disclose information about any transition plans, scenario analyses, or carbon price metrics that a company may have adopted to address climate-related issues
  • disclose the impact of any climate-related events (i.e., severe weather events and other natural conditions) within its financial statements.

NIRI held a Town Hall meeting to review this rule proposal and gather feedback. To further help inform its comment letter to the SEC, NIRI encouraged members to submit their thoughts, questions and concerns regarding this rule proposal to:

For any company or NIRI chapter that remains interested in a submitting a comment letter, here is the process:

  1. Submit the letter in PDF format to:
  2. The email subject line should read: Climate-Related Disclosures for Investors – File No. S7-10-22
  3. The deadline for comment letters was June 17, but the SEC will accept letters at any time on this rulemaking. NIRI recommends submitting letters on or before July 8.

Additional Disclosure Reform Resources

Cooley LP, "Early trends in human capital disclosure," February 10, 2021

SEC, "CF Sample Letter to Companies Regarding Securities Offerings During Times of Extreme Price Volatility," February 8, 2021.

SEC, Final Rules: "Modernization of Regulation S–K Items 101, 103, and 105" (effective November 9, 2020)

Cleary Gottlieb, "SEC Adjusts Disclosure Requirements for Public Companies," September 2020.

Cooley LP, "SEC adopts amendments to modernize Reg S-K requirements for business, legal proceedings and risk factor disclosures," August 2020.

Gibson Dunn, "A Double-Edged Sword? Examining the Principles-Based Framework of the SEC’s Recent Amendments to Regulation S-K Disclosure Requirements," August 2020.

SEC Press Release, "SEC Adopts Rule Amendments to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors Under Regulation S-K," August 2020

NIRI, Comment Letter on the SEC's Concept Release on the Business and Financial Disclosure Required by Regulation S-K (August 2016).