On March 21, 2017, the Canadian Securities Administrators (CSA) announced that they are launching a project to review the disclosure of risks and financial impacts associated with climate change (“Disclosure Review Project”). The project will gather information on the current state of climate change disclosure in Canada and internationally, and will include consultations with investors and public companies.
The Disclosure Review Project, follows on a number of international initiatives on the disclosure practices of public companies regarding climate-related risks and financial impacts. Several voluntary disclosure frameworks have been proposed, culminating in the publication in December 2016 of a set of recommendations by the G20’s Financial Stability Board’s Task Force on Climate-related Financial Disclosures chaired by Michael Blomberg.
Currently, reporting issuers in Canada are required to disclose material risks, which may include risks associated with climate change, among other environmental matters in their periodic disclosure. In 2010, the CSA published CSA Staff Notice 51-333 Environmental Reporting Guidance, which provided guidance to reporting issuers (other than investment funds) on existing continuous disclosure requirements relating to environmental matters under securities legislation in Canada. The Disclosure Review Project is designed to review various matters in relation to the disclosure risks and financial impacts associated with climate change.
The Disclosure Review Project includes three key components:
1. Review of international disclosure requirements and voluntary frameworks:
CSA staff will review climate-related disclosure requirements under the securities laws of jurisdictions such as Australia, the United Kingdom, and the United States. They will also review recommendations contained in recently proposed voluntary disclosure frameworks with respect to climate-related disclosure, including:
• International Integrated Reporting Framework published by the International Integrated Reporting Council
• Global Standards for Sustainability Reporting published by the Global Reporting Initiative
• Climate Risk Technical Bulletin published by the Sustainability Accounting Standards Board
• Recommendations of the Task Force on Climate-Related Financial Disclosures published by the Financial Stability Board.
2. Review of continuous disclosure by reporting issuers:
CSA Staff intends to review the mandatory continuous disclosure filings and voluntary sustainability reports of large TSX-listed reporting issuers for the 2016 financial year to assess the extent to which these filings currently include disclosure concerning material climate-related risks and financial impacts, and the governance processes related to them.
3. Consultations:
CSA staff will gather feedback from reporting issuers on climate-related disclosure and the associated costs. They will also consult with investors regarding the appropriate level of climate-change disclosure required for them to make informed investment decisions. These consultations will occur through an anonymous online survey of reporting issuers as well as focus groups with investors and reporting issuers.
The CSA expects to conduct its information gathering in spring and summer of 2017 and publish a progress report outlining its findings upon completing its review.
For more information, please call Barbara Hendrickson at BAX Securities Law (416) 601 -1004.
This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.
