Climate Change Risks: Corporate Disclosure Requirements Navigating - PowerPoint PPT Presentation

Climate Change Risks: Corporate Disclosure Requirements Navigating the Groundbreaking SEC Guidance to Navigating the Groundbreaking SEC Guidance to presents presents Meet Corporate Reporting Obligations A Live 90-Minute Teleconference/Webinar with Interactive Q&A Q Today's panel features: Jim Coburn, Senior Program Manager, Ceres , Boston Jeffrey A. Smith, Partner, Cravath Swaine & Moore , New York Thursday, February 18, 2010 The conference begins at: 1 pm Eastern p 12 pm Central 11 am Mountain 10 am Pacific You can access the audio portion of the conference on the telephone or by using your computer's speakers. Please refer to the dial in/ log in instructions emailed to registrations. CLICK ON EACH FILE IN THE LEFT HAND COLUMN TO SEE INDIVIDUAL PRESENTATIONS. If no column is present: click Bookmarks or Pages on the left side of the window. If no icons are present: Click View , select Navigational Panels , and chose either Bookmarks or Pages . If you need assistance or to register for the audio portion, please call Strafford customer service at 800-926-7926 ext. 10

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Jim Coburn Climate risk disclosure in SEC filings l k d l f l February 18, 2010 1

Cli Cli Climate: A Material Issue Climate: A Material Issue ate A Material Issue ate A Material Issue  Globalized Economy  Globalized Economy “Shareowners need information to make informed investment decisions  Resource Constraints  Resource Constraints and assess costs associated with the  Climate Change  Climate Change impact to the environment. These risks may include operational,  Water Scarcity  Water Scarcity  Water Scarcity  Water Scarcity market, liabilities, policy, regulatory, and reputation risk.”  Public Policy and Regulation  Public Policy and Regulation – Rob Feckner, Board President, CalPERS  Climate and Energy Policy  Climate and Energy Policy  Increasing stakeholder expectations  Increasing stakeholder expectations “Climate risk over time has the potential to wreak havoc on our for companies for companies investment portfolios if the  Investors  Investors  Investors  Investors companies we are invested in do not companies we are invested in do not adapt to new standards of clean  NGOs  NGOs technology, energy efficiency, and  Employees  Employees new regulations.” – Denise Nappier, CT State Treasurer Denise Nappier CT State Treasurer  Customers  Customers 2

I I Investor Network on Climate Risk Investor Network on Climate Risk t t N t N t k k Cli Cli t Ri k t Ri k  80+ members representing $8  80+ members representing $8 80+ members representing $8 80+ members representing $8 INCR Assets Under Management INCR Assets Under Management g trillion in assets trillion in assets $8 T  Climate Action Plan from 2010  Climate Action Plan from 2010 Investor Summit on Climate Risk: Investor Summit on Climate Risk:  Calls on national regulators  Calls on national regulators worldwide, including SEC, to worldwide, including SEC, to require companies to disclose require companies to disclose $600 B material climate risks and material climate risks and programs to manage those risks programs to manage those risks t t th th i k i k  “The most appropriate place for  “The most appropriate place for this reporting is within the this reporting is within the annual financial or risk reports annual financial or risk reports p p submitted to investors and submitted to investors and b b i i d d i i d d securities regulators.” securities regulators.” 3

Outline of Presentation Outline of Presentation  Background: State of Climate Disclosure in SEC Filings,  Background: State of Climate Disclosure in SEC Filings, Growing Investor Interest Growing Investor Interest  Comparing Investor Needs to New SEC Disclosure Guidance  Comparing Investor Needs to New SEC Disclosure Guidance  Strategies for Meeting Disclosure Requirements  Strategies for Meeting Disclosure Requirements Strategies for Meeting Disclosure Re uire Strategies for Meeting Disclosure Re uire ents ents  Related trends  Related trends 4

Trends in climate disclosure in SEC filings Trends in climate disclosure in SEC filings  While a growing number of companies are discussing climate risks in  While a growing number of companies are discussing climate risks in securities filings, currently disclosure is inadequate and inconsistent securities filings, currently disclosure is inadequate and inconsistent l l l l l l  Reclaiming transparency in a changing climate: Trends in climate risk  Reclaiming transparency in a changing climate: Trends in climate risk disclosure from 1995 to the present (June 09) disclosure fro disclosure from 1995 to the present (June 09) disclosure fro 1995 to the resent (June 09) 1995 to the resent (June 09)  23.7% of annual reports filed by S&P 500 discuss climate change  23.7% of annual reports filed by S&P 500 discuss climate change  Utilities led other S&P sectors - over 95% of utilities discuss climate  Utilities led other S&P sectors - over 95% of utilities discuss climate  Climate Risk Disclosure in SEC filings: An analysis of 10K reporting by  Climate Risk Disclosure in SEC filings: An analysis of 10K reporting by l l k k l l f l f l l l f f b b oil & gas, insurance, coal, transportation & electric power (June 09) oil & gas, insurance, coal, transportation & electric power (June 09)  28/100 do not discuss climate risks  28/100 do not discuss climate risks  McGuire Woods report on 2009 10-Ks  McGuire Woods report on 2009 10-Ks  Examined >400 S&P 500, MidCap and SmallCap companies  Examined >400 S&P 500, MidCap and SmallCap companies  17.3% had GHG emissions or climate-related disclosures  17.3% had GHG emissions or climate-related disclosures 5

Growing Investor Interest in SEC Action: 2003- Growing Investor Interest in SEC Action: 2003 - 2010 2010  Calls to Action released at 2003 & other Investor Summits  Calls to Action released at 2003 & other Investor Summits  Letters to SEC leadership starting in 2004  Letters to SEC leadership starting in 2004   2004 letter to SEC signed by 14 institutional investors seeking recognition that 2004 letter to SEC signed by 14 institutional investors seeking recognition that climate risk must be disclosed as a material issue. climate risk must be disclosed as a material issue.  Ceres/Environmental Defense Fund SEC petitions filed Sept. 18, 2007;  Ceres/Environmental Defense Fund SEC petitions filed Sept. 18, 2007; 2008 & 2009 2008 & 2009 2008 & 2009 2008 & 2009 Petition signed by 20 investors & other groups; supported by 50 institutional Petition signed by 20 investors & other groups; supported by 50 institutional   investors from U.S. and Europe investors from U.S. and Europe  Oct. 31, 2007: First Senate hearing on climate risk disclosure in  Oct. 31, 2007: First Senate hearing on climate risk disclosure in securities filings securities filings l l   Followed by letter to SEC from Senators Chris Dodd and Jack Reed encouraging Followed by letter to SEC from Senators Chris Dodd and Jack Reed encouraging SEC guidance on climate risk disclosure SEC guidance on climate risk disclosure 6

Climate Risk Petitions Climate Risk Petitions  2007 petition to the SEC by investors, state regulatory officials:  2007 petition to the SEC by investors, state regulatory officials: l l l l  Called for interpretive guidance on corporate obligations to disclose  Called for interpretive guidance on corporate obligations to disclose material information about climate change risks, opportunities. material information about climate change risks, opportunities.  20+ Signatories – CA State Treasurer, FL CFO, Maine State  20+ Signatories – CA State Treasurer, FL CFO, Maine State  20+ Signatories CA State Treasurer FL CFO Maine State  20+ Signatories CA State Treasurer FL CFO Maine State Treasurer, NC State Treasurer, NY State Comptroller, NY Attorney Treasurer, NC State Treasurer, NY State Comptroller, NY Attorney General, Ceres, EDF General, Ceres, EDF  Material physical, regulatory, and litigation risks from climate  Material physical, regulatory, and litigation risks from climate must be disclosed under MD&A, legal proceedings, description must be disclosed under MD&A, legal proceedings, description of business of business  Supplemental petitions in June ‘08, Nov ‘09 cited growth in  Supplemental petitions in June ‘08, Nov ‘09 cited growth in scientific, regulatory and economic evidence that climate change scientific, regulatory and economic evidence that climate change impacts business impacts business impacts business impacts business 7