Review of climate-related financial disclosure regimes around the world

1. Australia

On 27 March 2024, the Australian Government released the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Bill 2024 (Cth) (Bill) outlining the implementation of the country’s proposed mandatory CRFD regime. The Bill contained only minor amendments to the original exposure draft developed by the Treasury at the start of 2023. The Bill is currently before Parliament, where it has passed the Lower House without amendment and is expected to pass the Upper House by the end of June or early July 2024.

It is proposed that the reporting requirements will be phased in over the next few years across three groups of corporations. These groups will be determined based on whether companies meet at least two of the three criteria pertaining to revenue, assets and number of employees.

Separately, asset owners with portfolios valued at A$5 billion or more will be included in Group 2.

Reporting entities will be required to report on governance, strategy, risk management and metrics and their scope 1 and 2 emissions from their first year of reporting (and scope 3 emissions from their second year of reporting). Group 3 entities will be exempt from reporting if they do not face material climate-related risks or opportunities for the financial reporting period (but will still need to disclose a statement to this effect). Reporting is to be based on the requirements of sustainability standards to be made and maintained by the Australian Accounting Standards Board (AASB).

In October 2023 the AASB released an exposure draft of SR1 Australian Sustainability Reporting Standards - Disclosure of Climate-related Financial Information accounting standard for public comment. SR1 is aligned, albeit in an Australian context, with the International Sustainability Standards Board’s (ISSB) International Financial Reporting Standards (IFRS) S1 General Requirements for Disclosure of Sustainability-related Financial Information (IFRS S1) and IFRS S2 Climate-related Disclosures (IFRS S2).

The climate statements will initially only need to be audited to the extent required by the AASB with a transition to full auditing for all reporting entities from 1 July 2030. The Australian Auditing and Assurance Standards Board (AUASB) recently invited submissions on a Consultation Paper setting out its proposed assurance standards.

Climate-related financial disclosures will sit within a new annual sustainability report, which will form the fourth report required as part of an Australian company’s annual financial reporting obligations.

The regime will be regulated by the Australian Securities and Investment Commissions (ASIC).

The latest draft of the legislation contains two modified liability periods (after which standard penalties under the Corporations Act 2001, Australian Securities and Investment Commission Act 2001 and the Competition and Consumer Act 2010 will apply):

1. First year of the regime: all entities will be protected from liability for misleading and deceptive conduct in relation to all forward-looking statements.
2. First three years of the regime: all entities will be protected from liability for misleading and deceptive conduct in relation to the statements about: scope 3 emissions, scenario analysis and transition plans.

During these periods of modified liability, ASIC will still be able to seek injunctions and declarations in certain circumstances to promote “education about compliance … and deter poor behaviour”.¹

For further information on the Australian Government’s proposed CRFD regime, please see our articles linked here, which outlines the regime in detail, and here, which lists the amendments made to the latest drafts of this legislation.

2. Brazil

In December 2021, the Brazilian Securities Commission (CVM) issued Resolution 80/2022 which came into effect on 2 January 2023 and requires publicly held companies to disclose on a ‘comply or explain’ basis:

1. Compliance with legal and regulatory obligations;
2. Key performance indicators on specified ESG metrics;
3. The role of the administrative bodies in the assessment, management, and supervision of climate-related risks and opportunities;
4. A statement of whether the company carries out greenhouse gas emissions inventories and the scope of the emissions inventoried; and
5. A statement of whether the disclosure on climate risks is consistent with Taskforce on Climate Related Disclosure (TCFD) recommendations, the Sustainable Development Goals, or other recommended sustainability-related financial disclosures.

Brazil is currently phasing in a more stringent regime in accordance with the IFRS S1 and S2. Under Resolution 193/2023, issued by the CVM, these standards were introduced on a voluntary basis at the start of this year for publicly held companies, investment funds, and securitisation companies to report.

Publicly held companies had to declare to the market whether they will be reporting by 31 May 2024 and investment funds and securitisation companies may declare if they are reporting (through a communication to the market) by the end of the fiscal year, prior to the first preparation and disclosure of sustainability-related financial information.

The regime will become mandatory (for publicly held companies only) from 1 January 2026.

Whilst filings under the new standards can cover the same reporting period as an entity’s annual financial statements, they should be “presented separately from the entity’s other information and financial statements”.

Furthermore, filings must be subject to assurance by an independent auditor that is registered with the CVM. The required standard is “limited assurance” until the end of the 2025 fiscal year, following which it will become “reasonable assurance”.

However, for the purposes of analysing the regulatory impact of the new obligations, as provided for in Decree No. 10,411/2022, the CVM will hold a public consultation on the IFRS standards to gather information on the effects, challenges and benefits of their adoption. This is prior to them being translated and approved by the Brazilian Committee of Sustainability Pronouncements as part of their incorporation into the national legislation.

3. California

California recently adopted three pieces of legislation pertaining to climate-related statements and disclosures: the Voluntary Markets Disclosure Act, the Climate Corporate Data Accountability Act, and the Climate-Related Financial Risk Act. We consider these in turn.

Voluntary Markets Disclosure Act

Firstly, the Voluntary Markets Disclosure Act (VMDA) came into force at the start of 2024 and is intended to regulate businesses that are marketing, selling or purchasing voluntary carbon offsets or making claims that the business, goods, or services are carbon neutral, net zero, or have otherwise had carbon reductions.

Entities marketing or selling voluntary carbon offsets will need to disclose information such as: the protocol used to estimate the emissions reductions; the location of the project; when the project started; the type of project; the durability period; and whether there has been independent verification. Meanwhile, those purchasing voluntary carbon offsets will need to disclose information such as: the name of the entity selling the offset; the project name; the project type; and whether there has been independent verification.

Separately, entities making carbon neutral, net zero, or carbon reduction claims as to the business, its goods or services will need to disclose information documenting: how the claim was determined to be accurate or accomplished; how interim progress towards that goal is being measured; and whether there has been independent verification. This includes not only emissions claims about a product or service, but also marketing collateral about the business itself, such as sustainability reports, social media, and traditional advertising.

The VMDA is intended to be enforced through claims brought by the California Attorney General (as well as district attorneys, county counsel and city attorneys). The maximum penalty is USD $2,500 per day, capped at a total of USD $500,000. Such claims will also be at risk of private enforcement via threatened class actions for unfair competition or false advertising, subject to injunctive relief and civil penalties of up to USD $2,500 per violation.

Climate Corporate Data Accountability Act

Next, the Climate Corporate Data Accountability Act (CCDAA) addresses emissions reporting and will apply to any company, public or private, that is “doing business in California” with annual revenue exceeding USD $1 billion in the prior fiscal year.² Disclosure must conform with the Greenhouse Gas Protocol (GGP) and will be phased in as follows:

1. Scope 1 and 2 emissions from 1 January 2026 with limited assurance required (and reasonable assurance from 2027); and
2. Scope 3 emissions from 1 January 2027 with limited assurance required from 2030.

The scheme is to be regulated by the California Air Resources Board (CARB), who will have the power to fine non-complying entities up to USD $500,000 per reporting year. CARB is tasked with issuing implementing regulations, including standing up a public reporting database, with proposed regulations due by the start of 2025. Penalties for non-compliance are capped at USD $500,000 per year. Disclosures may also be subject to private litigation via unfair competition and false advertising claims, subject to injunctive relief and civil penalties of up to USD $2,500 per violation.

In relation to scope 3 emissions: (i) CARB will not issue penalties for disclosure made on a reasonable basis in good faith; and (ii) before 2030, such penalties will be limited to a failure to file.

Climate-Related Financial Risk Act

Finally, the Climate-Related Financial Risk Act (CRFRA) will apply to any company, public or private, that is “doing business in California” with an annual revenue exceeding USD $500 million in the prior fiscal year (excluding insurance companies). The CRFRA will take effect from 1 January 2026.

Reporting entities will be required to prepare a biennial climate-related financial risk report in accordance with the framework produced by the TCFD or a substantially equivalent framework mandated by law in another jurisdiction, covering: (i) climate related financial risk; and (ii) measures adopted to reduce and adapt to climate-related financial risk. Reporting entities are required to publish this report on their public websites.

These disclosures will also be enforced by CARB, which will be able to fine non-complying entities up to USD $50,000 per reporting period.

The standing of both the CCDAA and CRFDA is the subject of court proceedings which were filed on 30 January 2024. The complainant in that case alleges that the acts are invalid on several grounds, including that they violate the First Amendment by unconstitutionally compelling speech.

4. Canada

Current climate-related disclosure obligations

Despite the absence of a dedicated climate-related disclosure rule, public companies in Canada have some climate-related disclosure obligations including disclosing risk factors related to environmental matters and disclosure regarding environmental oversight.

Additionally, Canadian public companies have an obligation to disclose material information in continuous disclosure documents, which could include information related to climate-related matters.

CSSB standards

The Canadian Sustainability Standards Board (CSSB) was established in 2022 with the goal of advancing the adoption of sustainability disclosure standards in Canada and has begun the process of developing standards that align with comparable standards developed by the ISSB.

On 13 March 2024, the CSSB released exposure drafts of its Canadian Sustainability Disclosure Standards (CSDS) 1 and 2. CSDS 1 is modelled on IFRS S1 and is entitled “General Requirements for Disclosure of Sustainability-related Financial Information” and CSDS 2 is modelled on IFRS S2 and is entitled “Climate-related Disclosures”.

The only differences between IFRS S1 and S2 and the corresponding CSDS 1 and 2 relate to the timing of disclosure obligations. Specifically, both CSDS 1 and 2 contemplate that they will be voluntary for annual reporting periods beginning on or after 1 January 2025, and CSDS 2 provides transition relief in relation to Scope 3 emissions disclosure.

Climate-related disclosures under CSDS 2 will be subject to a materiality threshold. This means that the obligation on a reporting entity is to disclose information about “climate-related risks and opportunities that could reasonably be expected to affect the entity’s prospects”. Per CSDS 1, those reporting entities will be required to make their disclosures as part of their general-purpose financial reports.

CSDS 1 and 2 were open for public comment until 10 June 2024. The CSSB has advised that its goal is to produce final standards in Q4 2024, with a 1 January 2025 voluntary effective date.

Once finalized, CSDS 1 and 2 will be voluntary in Canada unless they are adopted as law. The Canadian Securities Administrators (CSA) issued a press release following the publication of CSDS 1 and 2 stating that “in order to become mandatory under Canadian securities legislation, the CSSB standards must first be incorporated into a CSA rule”. It further explained that once the CSSB consultation is complete, the CSA anticipates that it will seek comments on a revised rule on climate-related disclosure requirements, which “may include modifications appropriate for the Canadian capital markets”.

OFSI standards

The Office of the Superintendent of Financial Institutions (OSFI) is responsible for supervising federally regulated financial institutions and pension plans. In March 2023, OSFI published Guideline B-15 which sets out OSFI’s expectations of federally regulated financial institutions in relation to the management of climate-related risks.

Guideline B-15 includes requirements for climate-related disclosure that are aligned with the TCFD disclosure model and focus on governance, strategy, risk management, and metrics and targets.

Domestic systemically important banks (D-SIB) and internationally active insurance groups (IAIG) headquartered in Canada have initial disclosure obligations relating to fiscal years ending in 2024 while small and medium sized deposit taking institutions and all other federally regulated insurers will have disclosure obligations beginning in relation to fiscal year 2025.

Initial disclosure in relation to scope 3, absolute gross emissions and certain cross-industry metrics will be required, starting in relation to fiscal year 2025 for D-SIBs and IAIGs, and 2026 for other federally regulated insurers.

Provincial and territorial regulators may also impose climate disclosure obligations on financial institutions subject to their jurisdiction. For example, in Quebec the Autorité des marchés financiers has published a draft Climate Risk Management Guideline.

5. European Union

Non-Financial Reporting Directive

In December 2014, the EU’s Non-Financial Reporting Directive (NFRD) came into force, requiring public interest entities (PIEs) (with more than 500 employees) to disclose certain social and environmental information in their annual reports.

The NFRD applied a “double materiality perspective”, meaning that reporting entities were required to consider their impact on people and the environment, as well as how sustainability issues were affecting its business.

Corporate Sustainability Reporting Directive

This regime is now being updated through the Corporate Sustainability Reporting Directive (CSRD).

The CSRD came into force in January 2023 and will be phased-in as follows (with each category of reporting entity required to submit their first reports in the year after they are brought into the scheme):

1. 2024: PIEs (listed EU companies with more than 500 employees).
2. 2025: Large EU-based companies (EU-based companies listed on the EU-regulated market which satisfy at least two of the following conditions: (i) more than 250 employees; (ii) at least €40 million in turnover; (iii) at least €20 million in total assets).
3. 2026: Small and mid-size enterprises (SMEs) (those listed on the EU-regulated market which do not meet the large company criteria but are not micro-enterprises). These entities will have an option to opt-out until 2028, when it will become mandatory for them to report.
4. 2028: Non-EU parent companies (non-EU based companies with €150 million annual revenues in the EU and at least one subsidiary or branch in the EU that conducts significant business).

Reporting entities will need to comply with standards produced by the European Financial Reporting Advisory Group (EFRAG) in compliance with the European Sustainability Reporting Standards (ESRS). The standards are split across three categories: environmental, social and governance standards.

The CSRD had originally required the European Commission to adopt, by June 2024, sector-specific standards, proportionate standards for listed SMEs, and standards for non-EU companies. However, due to an amendment to the CSRD adopted in the beginning of 2024, this date for adoption is now postponed until 30 June 2026.

The report must be published on the reporting entity’s website and will include information on its business model, sustainability targets, governance, sustainability policies, due diligence and value chains.

As with the NFRD, the CSRD will require reporting entities to conduct a “double materiality” assessment, meaning that each must assess both its impact on the environment and people, and how environmental, social and governance (ESG) issues are creating risks and opportunities for itself.

In accordance with EU law, Member States will be responsible for enforcing compliance with the CSRD (which delegates the power to the Member States to adopt and enforce penalties under domestic law which are “effective, proportionate and dissuasive”).³

6. Hong Kong

Current climate-disclosure regime

Since 2016, Hong Kong has had a mandatory ‘comply or explain’ regime for listed companies with regard to the provisions contained in the ESG Guide in Appendix 27 of the listing rules of the Hong Kong Exchanges and Clearing Limited (HKEX).

Separately, section 12 of Appendix 27 mandates that the directors’ report of an issuer must contain “a discussion of the issuer’s environmental policies and performance” and “disclosure information in respect of specific ESG area”.

Proposed enhanced climate-related disclosure regime

In April 2023, HKEX released a Consultation Paper on new standards (based on ISSB standards), which it originally proposed to adopt on 1 January 2024, however this has now been pushed back to 1 January 2025.

The new mandatory climate-related disclosures will be inserted into a Part D of Appendix 27 and will cover climate-related governance procedures, climate-related risks and opportunities (and their financial effect), the resilience of the issuer’s strategy to climate-related changes, and how climate-related considerations are factored into remuneration policies.

In relation to emissions reporting, the Consultation Paper contains provisions for scope 1 to 3 emissions reporting, which would be phased in as follows:

1. 1 January 2025: (i) disclosure of scope 1-2 emissions will be mandatory for all listed issuers in Hong Kong; and (ii) disclosure of scope 3 emissions will be mandatory on a ‘comply or explain’ basis for Main Board Issuers and LargeCap Issuers (ie Hang Seng Composite LargeCap Index constituents).
2. 1 January 2026: mandatory disclosure for scopes 1-3 emissions for all LargeCap Issuers.

Based on the Consultation Paper, failure to comply with the new regime would constitute a breach of the listing rules, which may result in the HKEX taking disciplinary action in addition to its power to suspend or cancel a listing.⁴

Failure to satisfy the HKEX listing rules may lead a director to be disqualified and/or be subject to a fine and relevant damages. The director may also potentially breach their duty to exercise reasonable care, skill and diligence as a director and be subject to orders of the Securities and Futures Commission (such as disqualification or compensation orders).

7. Japan

Japan has an existing climate-related disclosure scheme in place and has announced a proposal to expand this in the near future.

Existing TCFD requirements

Since 31 January 2023, Japan has required all listed companies (and any other companies required to submit an Annual Securities Report/Securities Registration Statement) to disclose sustainability-related information in accordance with the TCFD pillars (strategy; metrics and targets; governance; and risk management). These disclosures are made within the reporting company’s Annual Securities Report and the Securities Registration Statement.

Whilst compliance with the requirements is regulated by the Financial Services Agency (FSA), there are no specific standards and third-party assurance is not mandated.

Proposed SSBJ requirements

Japan has now announced a more stringent climate-related disclosure regime. The new standards are being drafted by the Sustainability Standards Board of Japan (SSBJ), which released updated Exposure Drafts (with the press release in English) on 29 March 2024. Furthermore, the SSBJ announced that in preparing the standards, it incorporated the provisions set out in IFRS S1 and S2, which means that the new standards will likely require reporting on scope 1-3 emissions. The consultation on the Exposure Drafts will now run until 31 July 2024.

The new standards are expected to be published by SSBJ no later than 31 March 2025 and to apply to all companies (including foreign companies) listed on the Prime Market of the Tokyo Stock Exchange. The new standards will be phased-in so that they are voluntary from the financial year date of any such company which first falls after the publication by SSBJ of the new standards and then will be mandatory from a later date (still to be confirmed).

It is not yet known what the penalties for non-compliance are likely to be.

8. New Zealand

New Zealand’s climate-related disclosure regime came into effect from 1 January 2023 via an amendment to Part 7A of the Financial Markets Conduct Act 2013, and applies to the following institutions:

1. All registered banks, credit unions, and building societies with total assets of more than NZD $1 billion;
2. All managers of registered investment schemes (other than restricted schemes) with greater than NZD $1 billion in total assets under management;
3. All licensed insurers with greater than NZD $1 billion in total assets or annual premium income greater than NZD $250 million;
4. Listed issuers of quoted equity securities with a combined market price exceeding NZD $60 million;
5. Listed issuers of quoted debt securities with a combined face value of quoted debt exceeding NZD $60 million; and
6. Crown Financial Institutions with greater than NZD $1 billion in total assets under management.

Issuers listed on the growth markets are exempt.

The Aotearoa New Zealand Climate standards were issued by the External Reporting Board (XRB) and are based on the TCFD framework. As such, New Zealand’s climate-related disclosure framework mirrors the four TCFD pillars: governance, strategy, risk management, and metric and targets. The standards also contain a materiality threshold, such that “Information is material if omitting, misstating, or obscuring it could reasonably be expected to influence decisions that primary users make on the basis of an entity’s [climate-related disclosure].”

New Zealand’s regime requires independent assurance of greenhouse gas emissions reporting for financial years ending on or after 27 October 2024, with the standard set at limited assurance for scope 1-3 emissions. The Ministry of Environment previously released a Consultation Document on whether this assurance requirement should be extended to cover the entirety of an entity’s climate-related disclosures, however this change has not yet been introduced.

The penalty for not maintaining climate-related disclosures in the manner prescribed is a fine not greater than NZD $50,000.⁵ Furthermore, it is an offence of the reporting entity and each director to knowingly fail to comply this regime. The penalty for the offence being, for directors a term of imprisonment not exceeding 5 years and/or a fine not exceeding NZD $500,000, and for companies a fine not exceeding $2.5 million.⁶

The Financial Markets Authority (FMA) is responsible for the enforcement of the regime and has released guidance on complying with the standards, linked here.

9. Singapore

Singapore also has an existing climate-related disclosure scheme which it is now looking to expand.

Existing requirements

Since 2022, each Singapore Exchange (SGX) listed company⁷ is required to provide climate-related disclosure as part of its annual sustainability report, by applying TCFD standards on a ‘comply or explain’ basis.

Furthermore, since FY 2023, SGX listed companies operating in five key industries (finance; agriculture; food and forest products; energy; and transportation) have been subject to a higher standard of disclosure which is fully consistent with the recommendations of the TCFD. These measures are mandated as part of the SGX Listing Rules.⁸ Non-listed companies are not subject to any climate reporting requirements.

Proposed emissions reporting

Substantial changes to the existing regime will be made following a public consultation held in 2023. The Minister for Transport and Second Minister for Finance announced in the Singapore Parliament at the end of February this year that the Singapore Exchange Regulation (SGX Regco) and the Accounting and Corporate Regulatory Authority of Singapore (ACRA) will introduce phased regulations that requires both SGX listed and relevant non-listed companies to provide climate-related disclosure, including reporting on scope 1 to 3 emissions.

The new regulations will be phased in as follows:

1. FY 2025: All SGX listed companies are to report and file an annual disclosure for scope 1-2 emissions.
2. FY 2026: All SGX listed companies are to report and file an annual disclosure for scope 1-3 emissions.
3. FY 2027: Large, non-listed companies are to report and file an annual disclosure for scope 1-2 emissions.
4. “No earlier than FY 2029”: Large, non-listed companies are to report and file an annual disclosure for scope 1-3 emissions. Timing is to be confirmed after reviewing the reported experience of SGX list companies.

The proposal currently defines “large, unlisted companies” as those which are not listed and have at least USD $1 billion in revenue and USD $500 million in assets. In his announcement, the Minister stated that a further review will be carried out in 2027, in consideration of extending these requirements to smaller, non-listed companies with at least USD $100 million in revenue, by around FY 2030.

The proposed regime will be aligned with the ISSB’s IFRS standards. Each relevant company will be required to conduct external verification of emissions data, on a limited assurance basis, on its scope 1 and 2 reporting only once it has been required to report for two years. External assurance must be provided by a registered climate auditor, which can be an ACRA-registered audit firm or a testing, inspection and certification firm accredited by the Singapore Accreditation Council.

Compliance with the SGX Listing Rules by SGX listed companies is enforced by the SGX Regulation (RegCo). RegCo has a wide range of enforcement and administrative powers, include the power to issue public reprimands, prohibit an issuer from accessing the market’s facilities for a specified period or until specified conditions are met, prohibit an issuer from appointing or re-appointing a director, and require a director or executive officer to resign. The Listing Disciplinary Committee is also able to impose more severe and pecuniary sanctions.

Additionally, if the SGX listed company is incorporated under Singapore’s Companies Act 1967, breaches of directors’ duties may result in criminal prosecution and civil action against errant directors. In appropriate cases, Regco may refer such breaches to the relevant authorities.

For unlisted companies, ACRA plans to propose the above changes through an upcoming bill that will amend the Singapore Companies Act 1967. A public consultation will be carried out to obtain feedback on the proposed bill.

10. UK

The UK’s disclosure regime has been introduced across several pieces of legislation, which deal separately with climate-related disclosures and emissions reporting.

Emissions reporting

The UK has required large unquoted companies and large LLPs to disclose their greenhouse gas emissions (in addition to information on their energy usage and energy efficiency) in their Directors’ Report since 1 April 2019 as part of the government’s Streamlined Energy and Carbon Reporting (SECR) regime. This supplements legislation from 2013 which required quoted companies to disclose their emissions and other carbon-related information.

For both unquoted companies and LLPs, these will be classed as ‘large’ if they satisfy at least two of the following conditions: (i) turnover of £36 million or more; (ii) balance sheet total of £18 million or more; or (iii) 250 or more employees.

The SECR regime requires reporting of scope 1 and 2 emissions (with quoted companies required to report in accordance with the GGP and slightly less stringent requirements on large, unquoted companies and LLPs).

Reporting entities can choose to not disclose information that they deem to be “seriously prejudicial” to their interests, however these situations should be rare and may be questioned by the Financial Reporting Council (FRC).

Further guidance on what entities need to report, including on their financial and operational control boundaries, can be found in the Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance.

Climate-related disclosures

The UK’s expanded climate-related disclosure regime took effect from 6 April 2022 and applies to the following entities:

1. UK companies with more than 500 employees and either transferable securities admitted to trading on a UK regulated market or are banking companies or insurance companies;
2. UK registered companies with securities admitted to AIM and more than 500 employees;
3. UK registered companies not included in the categories above, which have more than 500 employees and a turnover of more than £500m;
4. Large LLPs, which are not traded or banking LLPs, and have more than 500 employees and a turnover of more than £500m; and
5. Traded or banking LLPs which have more than 500 employees.

The required disclosures must be made in the company’s Non-Financial and Sustainability Information Statement (or, for LLPs, their Energy and Carbon Report of their Directors’ Report or Strategic Report). These include:

1. A description of the governance arrangements of the company or LLP in relation to assessing and managing climate-related risks and opportunities;
2. A description of how the company or LLP identifies, assesses, and manages climate-related risks and opportunities;
3. A description of how processes for identifying, assessing, and managing climate-related risks are integrated into the overall risk management process in the company or LLP;
4. A description of: (i) the principal climate-related risks and opportunities arising in connection with the operations of the company or LLP; and (ii) the time periods by reference to which those risks and opportunities are assessed;
5. A description of the actual and potential impacts of the principal climate-related risks and opportunities on the business model and strategy of the company or LLP;
6. An analysis of the resilience of the business model and strategy of the company or LLP, taking into consideration of different climate-related scenarios;
7. A description of the targets used by the company or LLPs to manage climate-related risks and to realise climate-related opportunities and of performance against those targets; and
8. The key performance indicators used to assess progress against targets used to manage climate-related risks and realise climate-related opportunities and a description of the calculations on which those key performance indicators are based.

Compliance is enforced by the FRC, which can make an application to the court for a declaration that the annual report and accounts of a company do not comply. The court may then order the preparation of revised accounts (including the revision of the strategic report) and other such matters the court thinks fit.

For further information on the UK’s CRFD regime, please see our article linked here.

Sustainability Disclosure Requirements (SDR)

On 28 November 2023, the UK’s Financial Conduct Authority (FCA) published its final rules and guidance in relation to the SDR. The rules require UK asset managers and distributors of investment products in the UK to produce sustainability related disclosures aimed at investors. Under the rules, there are four key disclosures which firms may be required to make:

1. Consumer-facing disclosures – firms must produce a disclosure document for (i) products with a sustainability related label (please see below further detail) and (ii) or products using sustainability-related terms without a label;
2. Pre-contractual disclosures – firms that use the SDR-labels or sustainability related terms must make these disclosures in a fund prospectus, prior disclosure document or Part A of the fund's sustainability product report (where required under the TCFD);
3. Ongoing product-level disclosures – firms that use the SDR-labels or sustainability related terms must make these disclosures annually from the point a firm use SDR-labels or sustainability-related terms and can be made in Part B of the fund’s sustainability product report; and
4. Entity-level disclosures – UK asset managers with assets under management (AUM) of £5bn or more will be required to make disclosures related to how they manage sustainability risks and opportunities and the FCA has referenced the International Sustainability Standards Board, Sustainability Accounting Standards Board and Global Reporting Initiative standards as documents to consider when firms are determining the content of their disclosures.

Closely linked to the disclosure requirements, the FCA has also introduced four sustainability labels which firms can choose to use if their products met the qualifying criteria. These labels are ‘Sustainable Focus’, ‘Sustainable Improvers’, ‘Sustainable Impact’ and ‘Sustainability Mixed Goals’.

The timeline for implementation of these disclosures varies as follows:

1. Where firms use SDR-labels for their products, consumer-facing and pre-contractual disclosures must be published from 31 July 2024, whilst ongoing product-level disclosures must be either (i) published 12 months after the label is first used and annually thereafter, or (ii) provided to eligible clients on demand from 2 December 2025;
2. Where firms use sustainability-related terms without product labels, pre-contractual disclosures must be published from 2 December 2024 and ongoing product-level disclosures must be produced 12 months after the terms are first used; and
3. Entity-level disclosures must be produced from 2 December 2025 for firms with AUM greater than £50bn and from 2 December 2026 for firms with AUM greater than £5bn.

For further information on the UK’s SDR, please see our article linked here and for a comparison of the SDR and SFDR, please see our article linked here.

11. United States

On 6 March 2024, the US Securities and Exchange Commission (SEC) announced its decision to require domestic and foreign registrants to provide climate-related disclosures in their registration statements and annual reports.

The required disclosures (subject to materiality qualifiers) will include:

1. Climate-related risks that have (or are reasonably likely to) impact business strategy, the results of operations or financial condition (and the actual or potential impacts);
2. Any oversight by the board of directors of climate-related risks and any role by management in assessing and managing the registrant’s climate-related risks;
3. Climate-related targets or goals, if any, that have affected or are reasonably likely to affect the registrant’s business, results of operations or financial condition;
4. For large accelerated filers (LAFs) and accelerated filers (AFs): material scope 1 and scope 2 emissions to a limited assurance standard. Following an additional transition period, LAFs (but not AFs) will be required to disclose their emissions to a reasonable assurance standard.
5. The capitalized costs, expenditures and losses incurred because of severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures and sea level rise, subject to applicable thresholds; and
6. The capitalized costs, expenditures and losses related to carbon offsets and renewable energy credits or certificates.

LAFs will begin reporting in fiscal year 2025, whilst AFs and other registrants will begin reporting in fiscal year 2026 or 2027.

As to enforcement, non-compliance may lead to the SEC imposing penalties and fines, and potentially bringing legal action. However, there will be a limited safe harbor from private liability for forward-looking climate-related disclosures and estimates like transition plans, scenario analyses, and targets and goals.

On Thursday 4 April 2024, the SEC announced that it had stayed implementation of the new rules to avoid regulatory uncertainty as they are subject to a pending review in the US Court of Appeals for the Eight Circuit.⁹

For further information on the SEC’s decision, please see our article linked here.

Conclusion

Whilst many of the regimes discussed above seek to align with common standards (in particular, IFRS S1 and S2), variations in requirements and timeframes across the jurisdictions we have reviewed will require multinational companies to remain up to date on climate-related disclosure requirements in each of the jurisdictions in which they operate.

If you have questions about any of these regimes or how they might affect your business, please contact the NRF team operating in your jurisdiction.