The Canadian Securities Administrators (CSA) yesterday published the proposed National Instrument 51-107 Disclosure of Climate-related Matter (the Proposed Instrument) and a companion policy addressing the need for climate-related disclosure requirements. The Proposed Instrument seeks to provide consistent and comparable climate-related disclosure information for investors and is mostly aligned with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. This bulletin briefly summarizes the Proposed Instrument and highlights key differences with the TCFD recommendations.
Disclosure requirement of the Proposed Instrument. The Proposed Instrument would require disclosure consistent with the core elements in the TCFD recommendations as follows:
Governance. Reporting issuers would be required to describe:
- board oversight of climate-related risks and opportunities; and
- management’s role in assessing and managing climate-related risks and opportunities.
Strategy. Reporting issuers, where material, would be required to describe:
- climate-related risks and opportunities the issuer has identified over the short, medium, and long term; and
- impact of climate-related risks and opportunities on the issuer’s businesses, strategy, and financial planning.
Risk management. Reporting issuers would be required to describe:
- the issuer’s processes for identifying and assessing climate-related risks;
- the issuer’s processes for managing climate-related risks; and
- how processes for identifying, assessing, and managing climate-related risks are integrated into the issuer’s overall risk management.
Metrics and targets. Reporting issuers would be required to disclose:
- the metrics used by the issuer to assess climate-related risks and opportunities in line with its strategy and risk management process where such information is material;
- Scope 1, Scope 2, and Scope 3 GHG emissions, and the related risks or the issuer’s reasons for not disclosing this information; and
- the targets used by the issuer to manage climate-related risks and opportunities and performance against targets where such information is material.
Modifications to the TCFD recommendations. The Proposed Instrument would not require issuers to provide a “scenario analysis”, which describes how resilient an issuer’s strategies are to climate-related risks and opportunities, taking into consideration different climate-related scenarios, including a 2°C or lower scenario. The Proposed Instrument does not require disclosure of Scope 1, 2, and 3 emissions and related risks and instead takes a disclose or explain approach. The CSA is also consulting on whether to require disclosure of Scope 1 emissions, while not mandating disclosure of Scope 2 and 3 emissions. In addition, the Proposed Instrument would allow issuers to disclose GHG emissions in accordance with the GHG Protocol or other similar reporting standards
Transition period. The Proposed Instrument would apply a phased-in transition, starting with non-venture issuers on or after January 1 of the first year after the Proposed Instrument is made effective followed by venture issuers on or after January 1 of the third year after the Proposed Instrument is made effective.
The CSA has provided a list of questions for stakeholders and is seeking written comments on the Proposed Instrument by January 17, 2022.
For assistance with comments or further information or to discuss the contents of this bulletin, please contact Lisa DeMarco at lisa@resilientllp.com.
