Resource RegistrationWhat the Reg S-K Concept Paper Really Means for Business
In April, the SEC issued a concept release that openly contemplates proposals to modernize business and financial disclosure requirements related to Regulation S-K. The 341-pg release is the latest in the SEC's ongoing "disclosure effectiveness" project, and the public comment period is open right now.
The key section may be Section F: Disclosure of Information Relating to Public Policy and Sustainability Matters, which starts on page 204. It contains points about the materiality assessment process and the increased integration of ESG issues in the capital markets. Here is an example of the requests made during this public comment period:
“We are interested in receiving feedback on the importance of sustainability and public policy matters to informed investment and voting decisions. In particular, we seek feedback on which, if any, sustainability and public policy disclosures are important to an understanding of a registrant’s business and financial condition and whether there are other considerations that make these disclosures important to investment and voting decisions. We also seek feedback on the potential challenges and costs associated with compiling and disclosing this information.”
Join us as we discuss the relevance, purpose, and possible future path of this concept release. We will focus on the needs of businesses as they attempt to interpret the proposal and/or submit related comments to the SEC—as well as any long-term considerations, if/when this becomes a matter of settled regulation. We will also discuss the disclosure expectations from stakeholders and how to prepare for/manage the disclosure of these emerging material issues.
Evan Harvey, Director of Corporate Responsibility, Nasdaq
Will Martindale, Head of Policy, UNPRI
Daniel Goelzer, Senior Counsel, Baker & McKenzie (former general counsel, US SEC)
Adam Kanzer, Managing Director/Director of Corporate Engagement & Public Policy, Domini Social Investments; Member, SEC Investor Advisory Committee
Please register for instant access to What the Reg S-K Concept Paper Really Means for Business:
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Statement from the most senior decision-maker of the organization about relevance of sustainability to the organization and the organization’s strategy for addressing sustainability
Name of the organization
Primary brands, products, and services
Location of organization’s headquarters
Number of countries where the organization operates, and names of countries with significant operations or that are specifically relevant to the sustainability topics covered in the report
Nature of ownership and legal form
Scale of the reporting organization
Total workforce by employment type, employment contract, and region, broken down by gender
Percentage of total employees covered by collective bargaining agreements
Description of the organization’s supply chain
Significant changes during the reporting period regarding organization's size, structure, ownership, or supply chain
Whether and how the precautionary approach or principle is addressed by the organization
Externally developed economic, environmental, and social charters, principles, or other initiatives to which the organization subscribes or endorses
Memberships in associations and/or national/international advocacy organizations
Entities included in the organization consolidated financial and nonfinancial reports
Process for defining report content
Material aspects identified in the process for defining report content
For each material aspect, the aspect boundary within the organization
For each material aspect, the aspect boundary outside the organization
Explanation of the effect of and reasons for any restatements of information provided in earlier reports
Significant changes from previous reporting periods in the scope and aspect boundaries
List of stakeholder groups engaged by the organization
The basis for identification and selection of stakeholders with whom to engage
The organization’s approach to stakeholder engagement, including frequency of engagement by type and by stakeholder group, and an indication of whether any of the engagement was undertaken specifically as part of the report preparation process
Key topics and concerns that have been raised through stakeholder engagement, and how the organization has responded to those key topics and concerns, including through its reporting. Report the stakeholder groups that raised each of the key topics and concerns
Date of most recent previous report
Contact point for questions regarding the report or its contents
‘In accordance’ option and GRI Content Index
Policy and current practice with regard to seeking external assurance for the report
Governance structure of organization, including committees of the highest governance body
The organization’s values, principles, standards, and norms of behavior such as codes of conduct and codes of ethics
Disclosure on Management Approach for Aspect
Coverage of the organization’s defined benefit plan obligations.
Financial assistance received from government.
Significant indirect economic impacts, including the extent of impacts.
Total number and rates of new employee hires and employee turnover by age group, gender and region.
Average hours of training per year per employee, by gender and by employee category.
Percentage of employees receiving regular performance and career development reviews, by gender and by employee category.