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Canada: Climate Change Disclosure Guidance Instructive for US Issuers

By Randi Morrison posted 08-14-2019 11:17 PM

  

The Canadian Securities Administrators (CSA) released guidance to assist companies (subject to its jurisdiction) in identifying and disclosing material climate change-related risks in conformance with existing securities laws, which generally require risk factor and MD&A disclosure of material risks to the business and - where practicable - their financial impacts. In that this aspect of the Canadian disclosure scheme is comparable to the US in requiring reporting companies to disclose only "material" risks as determined by each company based on its particular facts & circumstances, the guidance may inform risk identification and disclosure for non-Canadian issuers as well.

Importantly, as is the case with the SEC's 2010 guidance on climate change risk disclosure, the new CSA guidance doesn't create any new or modify existing legal requirements; rather, it is aimed at easing and facilitating compliance with current laws and guidance in the context of the increasingly scrutinized and evolving risk of climate change. The guidance notes:

Climate change-related risks are a mainstream business issue. Issuers should consider these risks as part of their ongoing risk management and disclosure processes and they must disclose any such risks that are material to their business. Like other business risks, the materiality of climate change-related risks varies among industry sectors and issuers within those sectors.

Notably, the guidance includes: (i) questions for boards and management to help inform their consideration of material climate change-related risks and evaluation and preparation of  appropriate disclosure; (ii) factors to consider in making materiality determinations generally; and (iii) examples of potential climate change-related risks grouped into various categories, e.g., physical, reputational, market, regulatory, policy, legal and technology-related risks - any of which may be impactful over the short, medium or long-term.

          See the CSA's releaseThis post first appeared in the weekly Society Alert!
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