SEC Climate Disclosure Handbook

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC or Commission) announced the adoption of final rules requiring registrants – both domestic companies and foreign private issuers – to include climate-related information in their registration statements and annual reports.

The final rules’ reporting framework has structural elements, definitions, concepts, and, in some cases, substantive requirements that are similar to those proposed by the Task Force on Climate-related Financial Disclosure (TCFD), an industry-led task force charged with promoting better-informed investment, credit, and insurance underwriting decisions. The TCFD reporting framework was designed to elicit information to help investors better understand a registrant’s climate-related risks in order to make more informed investment decisions. The rules also use concepts developed by the Greenhouse Gas Protocol (GHG Protocol), a leading reporting standard for GHG emissions. Nevertheless, while the final rules use concepts from both the TCFD and the GHG Protocol where appropriate, the rules diverge from both of those frameworks, in certain respects, where necessary to account for the specific requirements of U.S. markets and registrants and to achieve the SEC’s specific goals of increasing investor protection and facilitating capital formation.