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Davis Polk Client Alert: SEC to Review Climate-Related Disclosure

Yesterday, the SEC released a statement on climate change disclosures. The statement directs the SEC staff to review company disclosures against its 2010 climate change disclosure guidance. In light of these events, this client alert provides our prior comprehensive summary of the SEC’s 2010 guidance and identifies what issuers should do in the short and long term to be prepared for future regulatory action.
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BlackRock’s 2021 CEO Letter – What It Means for Public Companies, Issuers of Public Debt, Large Private Companies, and Their Boards

Yesterday, BlackRock released its annual Letter to CEOs, which is also commonly referred to as the “Fink Letter.” With the firm managing approximately $9 trillion in assets, this open letter is widely read by public companies, market participants and other stakeholders to better understand the mega investor’s outlook. This post boils down BlackRock’s 2021 letter to what we think is its essence.
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The Taskforce on Scaling Voluntary Carbon Markets – An Introduction

In September 2020, the Institute of International Finance (IIF), the global financial services industry association, convened the Taskforce on Scaling Voluntary Carbon Markets. The Taskforce is working to scale a voluntary carbon market which would allow companies to meet their carbon reduction or net-zero commitments. In November 2020, the Taskforce released for public comment its Consultation Document, which includes a draft blueprint for a voluntary carbon market and a companion roadmap to implementation.
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Glass Lewis Makes Key Changes to Proxy Voting and ESG Proposal Guidelines – Full Summary

On November 24, 2020, Glass Lewis (GL) released its 2021 Proxy Voting Policy Guidelines for the United States and its 2021 “Environmental, Social and Governance (‘ESG’) Initiatives,” which outlines the firm’s approach to ESG shareholder proposals.  The policies are effective for shareholder meetings held after January 1, 2021.  Feedback on GL’s policies may be submitted using the link at the top of GL’s voting policy guidelines page.
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Davis Polk Client Memo: Environment and Climate Change under the Biden Administration

This deck provides our current views on the likely key areas of focus under a Biden presidency and a Republican Senate on environmental and climate change policy. A Biden Administration and a split Congress will most likely be limited to executive actions, regulation and enforcement.

Read the full memo here.
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World Economic Forum’s Climate Governance Initiative – Climate Governance on Corporate Boards

As market players begin to pay greater attention to the impacts of climate change on businesses, many international organizations are publishing an array of frameworks, principles and guidelines to help companies and boards who wish to incorporate climate risk into their decision-making.

Among the most prominent, the World Economic Forum has established a Climate Governance Initiative and published a related set of eight guiding principles (Climate Governance Principles) to help foster effective climate governance on corporate boards.
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Davis Polk Client Memo: Financial Services Regulatory Reform in the Biden Administration – Key Areas of Focus

This deck describes our view of the road ahead for financial regulatory reform under a Biden Presidency and a Republican Senate.  We see most of the action coming from the regulators, not Congress.  If the Senate ultimately turns Democratic, that view may change and we will update this deck.

Read the full memo here.
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TCFD Releases Third Status Report on the Adoption of Its Climate-Related Disclosure Recommendations

Yesterday, the FSB’s Task Force on Climate-related Financial Disclosures, commonly referred to as the TCFD, issued its third status report describing companies’ progress in aligning with the TCFD recommendations. While the TCFD has observed great momentum in the global adoption and support of its recommendations since its last status report in June 2019, it states progress is still needed.
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G&A Finds Sustainability Reporting Increases for Russell 1000 Companies

On October 26, 2020, the Governance & Accountability Institute, Inc., or G&A, released a report on the sustainability reporting trends by Russell 1000 companies. The G&A report presents the Russell 1000 companies’ rate of (1) non-reporting on a sector basis; (2) utilizing, referencing or aligning selected standards or sustainability goals; (3) responding to a selected climate-related questionnaire; and (4) utilizing external assurances.
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World Economic Forum Releases ESG Reporting Metrics and Disclosure Standards

On September 22, 2020, the World Economic Forum (WEF), through its International Business Council (IBC), recommended common standards to aid all companies around the globe, regardless of industry, in their sustainable value creation. The IBC invites all its members, which includes numerous large corporations, to declare their intention to report on these common standards, and encourages the wider corporate community to join them.
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ISS Releases 2020 Benchmark Policy Survey Results

On September 25, 2020, ISS announced the results of its annual Global Benchmark Policy Survey.  ISS, as in prior years, based its results on the survey responses of investors, public company executives, and company advisors. ISS will use these results to inform its policies for shareholder meetings occurring on or after February 1, 2021. ISS plans to request comments on its draft policies scheduled for release in October 2020, and publish its final policies in mid-November 2020.
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CFTC Identifies Climate-Related Financial Risks and Urges Action from Financial Regulators and Legislators

On September 9, 2020, the Climate-Related Market Risk Subcommittee of the U.S. Commodity Futures Trading Commission published a report, Managing Climate Risk in the U.S. Financial System, describing the links between climate change and the U.S. financial system.  The Report was largely the product of efforts from its sponsor, CFTC Commissioner Rostin Benham, but was prepared with input from the Subcommittee, comprised of over 30 stakeholders, including banks; investment firms and advisors; oil and gas companies; and public interest and non-profit organizations.
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BlackRock’s 2020 Investment Stewardship Report: Hits Record Level for Firm in Engagements and Director Accountability

BlackRock released its Investment Stewardship 2020 Annual Report. The report provides an overview of the asset manager’s engagements, views and voting statistics related to the 12-month period ended June 30, 2020. The report, which is double the length of last year’s, describes how the asset manager prioritized engagements with its portfolio companies, reaching the firm’s highest levels.
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Vanguard Spotlights Climate Change and Diversity as Priorities in its Latest Stewardship Report

Vanguard announced the publishing of its Investment Stewardship 2020 Annual Report.  The report shares the highlights of the asset manager’s engagements with its portfolio companies, observations and voting statistics relating to the 12-month period ended June 30, 2020. The firm’s key focus areas are primarily climate change and diversity.

Vanguard believes environmental, social and governmental (ESG) matters came into sharper focus during the 2020 proxy season because of certain events and circumstances, including the COVID-19 pandemic, economic uncertainty, escalating climate risks and historic social justice movements.
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Key Sustainability Standard Setters Converge to Promote Consistency in Corporate Sustainability Reporting

Five framework- and standard-setting institutions announced a joint statement on September 11, 2020 reflecting their collaborative vision to develop a comprehensive global corporate reporting system for disclosing sustainability topics such as climate change, biodiversity, wages and skills. The participants include the Global Reporting Initiative (GRI), CDP (formerly the Carbon Disclosure Project), Climate Disclosure Standards Board (CDSB), International Integrated Reporting Council (IIRC) and Sustainability Accounting Standards Board (SASB).
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World Economic Forum Pledges to Stand By Stakeholders in the COVID-19 Era

The novel coronavirus (COVID-19) pandemic has posed unprecedented health risks and has led to global economic disruptions. The World Economic Forum (WEF), an international organization that fosters public-private cooperation on global, regional and industry agendas, released this month the “Stakeholder Principles in the COVID Era” (Stakeholder Principles) as part of its COVID Action Platform and called businesses to action stating that, during this time of crisis, “[t]he business community’s contribution: [is] to be leaders of responsiveness and stewards of resilience.”
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EU Publishes Final Taxonomy Report to Support its Sustainable Finance Regulations

Last week, the European Commission’s Technical Expert Group on Sustainable Finance (TEG) published its final report along with a technical annex setting forth its recommendations regarding the design and implementation of a unified classification system, known as EU Taxonomy, which will define what economic activities are considered environmentally sustainable under the EU’s sustainable finance regulations.  The final report is the result of a nearly two year long process conducted at the direction of the European Commission to assist in the implementation of the Taxonomy regulation. 
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ISS Releases Specialty Climate Voting Policy

On Monday, Institutional Shareholder Services Inc. (ISS) announced the launch of a new specialty proxy voting guideline focusing on climate-related issues. ISS explains that the new Climate Voting Policy aids investors in “incorporate[ing] climate-related considerations systematically into their engagement and proxy voting strategies across their portfolios.” This development is likely based on ISS’s 2019 annual policy survey results, which we shared in a prior summary.
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SEC Chairman Releases Statement on Proposed Changes to Financial Reporting and Discusses Climate-Related Disclosure

Today, the U.S. Securities and Exchange Commission (“SEC” or “Commission”) voted to propose amendments to certain financial disclosure requirements under Regulation S-K, specifically those requirements related to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).  In addition to these proposed amendments, the SEC issued guidance for registrants to consider when using metrics and key performance indicators in their MD&A disclosures. 
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SEC Chairman Clayton Testifies Before Senate Banking Committee

On Tuesday, December 10, 2019, Chairman Jay Clayton testified before the Senate Committee on Banking, Housing, and Urban Affairs (Committee) on the “Oversight of the Securities and Exchange Commission.” After Committee Chairman Mike Crapo delivered his opening remarks, which were supportive of the agency, Chairman Clayton gave an overview of the agency’s initiatives over the past year.
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Davis Polk Client Memo: Human Capital and Climate Risk Disclosure – Analysis of 2019 Mandatory and Voluntary Reporting

To help guide public companies in preparing their annual reports and proxy statements for the 2020 season, we examined the climate change and human capital management disclosures that have been provided by the largest public companies in six industries. A key finding is that to date 10-Ks and proxy statements have generally contained only disclosures that are required by law.
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What Risk Trends in 2020 Should Be on Directors and Officers’ Radar Screens?

Last week, a global insurance company identified what it believes are the risk trends in 2020 that “have significant implications” to directors and officers (D&Os). The firm’s perspective provides a window into the types of trends insurers and underwriters are watching.

1. “Bad news” events resulting in more litigation

The insurer notes that there has been a rise in nonfinancial-based claims against D&Os stemming from what the firm calls “bad news” events, such as cybersecurity attacks, toxic culture (i.e.,
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SEC Commissioners Testify Before House Financial Services Committee on ESG, Proxy and Other Topics

On Tuesday, September 24, 2019, SEC Chairman Jay Clayton, along with Commissioners Jackson, Lee, Peirce and Roisman, testified before the House Financial Services Committee (Committee) in a hearing titled “Oversight of the Securities and Exchange Commission, Wall Street’s Cop on the Block.” Chairwoman Maxine Waters observed that the last time all the SEC Commissioners had been before the Committee was over a decade ago, in 2007.
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Key Findings of ISS 2019 Benchmarking Policy Survey

Yesterday, Institutional Shareholder Services Inc. (ISS) announced the results of its 2019 Global Policy Survey (a.k.a. ISS 2019 Benchmark Policy Survey) based on respondents including investors, public company executives and company advisors. ISS will use these results to inform its policies for shareholder meetings occurring on or after February 1, 2020. ISS expects to solicit comments in the latter half of October 2019 on its draft policy updates and release its final policies in mid-November 2019.
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