The Government of Ontario’s Capital Markets Modernization Taskforce (the Taskforce), launched in February 2020, today released its list of 74 recommendations to modernize Ontario’s capital markets regulation. The Taskforce recommends expanding the mandate of the Ontario Securities Commission (OSC) to include fostering capital formation and competition in the markets and changing the name of the OSC to the Ontario Capital Markets Authority.
The Taskforce also recommends mandating disclosure of material ESG information, specifically climate change-related disclosure that is compliant with the TCFD recommendations through regulatory filing requirements of the OSC.
The key elements of the Taskforce’s proposed ESG disclosure requirements are as follows:
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The requirements would apply to all reporting issuers (non-investment fund).
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The requirements would include:
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Mandatory disclosure recommended by the TCFD related to governance, strategy and risk management (subject to materiality). This would exclude mandatory disclosure of scenario analysis under an issuer’s strategy; and
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Disclosure of Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions on a “comply-or-explain” basis.
The Taskforce proposes a transition phase for all issuers to comply with the new disclosure requirements, beginning when the new requirements are implemented. The length of each issuer’s transition phase would depend on the issuer’s market cap at the time the requirements are implemented, with each issuer grouped into one of three market cap tiers that correspond to a certain transition phase, as follows:
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Large cap issuers: Greater than $500m — Transition phase of 2 years
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Medium cap issuers: Between $150m and $500m — Transition phase of 3 years
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Small cap issuers: Less than $150m — Transition phase of 5 years
The Taskforce also encourages the Canadian Securities Administrators (CSA) to proceed in alignment with Ontario and implement similar ESG and climate-related disclosure requirements across Canada. The CSA issued Staff Notice 51-358 Reporting of Climate Change-related Risks on August 1, 2019 (see our earlier bulletin here).
OSFI Launches Discussion Paper and Consultation on Climate-Related Risks
The federal Office of the Superintendent of Financial Institutions Canada (OSFI) has released a discussion paper titled “Navigating Uncertainty in Climate Change: Promoting Preparedness and Resilience to Climate-Related Risks” (the Paper). We anticipate that OSFI will issue regulatory guidance on climate-related risk management following stakeholder consultation on the Paper.
OSFI’s mandate is to protect the rights and interests of depositors, policyholders, financial institution creditors, and pension plan members and beneficiaries while allowing financial institutions to compete and take reasonable risks. OSFI focuses on the safety and soundness of federally regulated financial institutions (FRFIs) and federally regulated pension plans (FRPPs).
The Paper’s release follows the November 2020 launch of a joint OSFI and Bank of Canada pilot project to use climate-change scenarios to better understand the risks to the financial system of a transition to a low-carbon economy.
OSFI categorizes climate-related risks that affect FRFIs and FRPPs as follows:
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Physical risk, which arises from a changing climate increasing the frequency and severity of wildfires, floods, wind events and rising sea levels, among other things.
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Transition risk, which stems from efforts to reduce GHG emissions as the economy shifts towards a lower-GHG footprint.
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Liability risk, which relates to potential exposure to the risks associated with climate-related litigation.
OSFI is accepting submissions and comments on the Paper through April 12, 2021. More details are available here.
Resilient LLP recently published an article titled “The New World of Climate Change and ESG Disclosure” in Volume 8, Issue 4 (2020) of Energy Regulation Quarterly. For more information or to discuss the contents of this bulletin, please contact Lisa (Elisabeth) DeMarco at lisa@resilientllp.com.
