Could climate transparency be coming to private companies?

Proposed emissions disclosure rules in the US requiring publicly listed companies to report their Scope 3 emissions could have a profound effect on private companies and implications for private market strategies.

Under the Securities and Exchange Commission’s (SEC’s) proposed ‘Enhancement and Standardisation of Climate-Related Disclosures for Investors’ rules, public companies that report under Scope 3 will require any linked private companies to report their emissions data as well.

“The SEC’s proposed requirements for climate-related disclosures apply to large, publicly traded companies,” says Paul Marushka, chief executive of Sphera, a provider of ESG performance and risk management software, data, and consulting services.

“However, the inclusion of Scope 3 disclosures means that emissions from a company’s supply chain are also required. This component has significant implications for supply chain partners, which will certainly include private companies.”

“These companies will need to measure and report their emissions to reporting companies so they can be included in their SEC filings. The need to validate data from these supply chain partners also presents a challenge.”

Knock-on effects for private markets

For private markets investors, such as Verena Rossolatos, vice president and ESG specialist at $17bn global asset manager Capital Dynamics, the rules could have knock-on effects.

“Firstly, over time, it’s expected that investors will increasingly demand climate-related disclosures for investments made into unlisted equity,” she explains. “This is because climate-related disclosures provide investors with a more accurate picture of the risks and opportunities profile of the underlying investments.

“The disclosures effectively reveal how exposed investments are to lose value if, for example, tougher carbon pricing schemes are introduced that enforce firms to increase expenditures as compensation for their carbon emissions.”

This could also have impacts for private companies preparing to become public. Rossolatos says setting up tools to measure and report emissions will figure into these preparations as a result.

“This requires the board to implement strong governance, which takes into account the business model and strategy of the firm in response to climate risks and opportunities,” she adds.

Finally, says Rossolatos, there will be greater industry convergence supporting increased transparency of climate-related risks.

“If the proposed SEC rules are adopted, undoubtedly this will be an immense push for a ‘new normal’ in data measurement and collection across the industry.”

Impact outside the US

The proposed rules could also impact private companies outside the US, where there may be no such reporting requirements. Indeed, in an article for the FT, Craig Coben – former co-head of capital markets at Bank of America – and Howard Fischer – partner at US law firm Moses & Singer – called the proposed rules “extraterritoriality on steroids”.

However, Sphera’s Marushka says the SEC’s proposals are part of a broader global effort for transparent reporting of emissions data.

“The SEC regulations follow similar regulatory developments in the EU and Asia-Pacific region, and each new regulatory development reinforces those that preceded it, regardless of jurisdiction,” he says, arguing that lawmakers in countries without climate-related reporting requirements must recognise this trend could in time impact them.

“As part of a larger shift in global reporting trends, the SEC regulations help provide the impetus for regulators in other nations to roll out their own regulatory framework.”

While new reporting requirements will put increased costs on companies, says Marushka, there will be benefits, such as increased transparency and drive capital towards companies that demonstrate “a greater respect for the environment and better stewardship of [the world’s] resources”.

“Greenwashers lose, while the businesses who pursue sustainable goals will win,” he adds.