Although the SEC currently does not require public companies to disclose any environmental, social, and governance ("ESG") information, including human rights issues and labor practices, historically, Congress mandated additional disclosures due to public policy considerations. [2] Together, these . We continue to see both internationally and in our own market an increasing focus on company matters that sit outside of traditional evaluative metrics and in particular, those matters . In the final rule, the SEC emphasized the importance of human capital disclosure for investors and noted that human capital is typically an "important driver of performance." The amendments identify certain measures and objectives but note that these are only examples of relevant subjects, not mandates. Members of the ESG movement are similarly diverse, in both identity and motivation. Effective November 9, 2020, the amendments added human capital resources as a disclosure 101(c). The SEC on August 26, 2020, voted 3 to 2 to adopt a new disclosure rule on how public companies manage their workforce—commonly called human capital management—information that investors have been clamoring for in the past few years. This is the one Virtual SEC Conference that provides you with the latest updates and expert guidance from current SEC and PCAOB regulators—including the SEC's Divisions of Enforcement and Corporation Finance—plus Big 4 leaders and other experts.. Home > Environmental Regulation > Changing of the Guard at the SEC Heralds New Day for ESG Disclosure Rules. Among the principles is the requirement to disclose all human capital information to investors and the rule's premise that human capital is "an important driver of performance." As former S.E.C.. The disclosures may help stakeholders evaluate whether a business has the right workforce to meet immediate . You'll closely work with the team to tackle accounting, reporting and other issues, while using our cutting-edge tools and technology. Despite new SEC regulations requiring companies to disclose more about their human capital resources and measures, Harvard Law found that 17 of the 100 organizations that have filed made no statement about their people.. Whilst this may look like a low-risk approach (e.g. ; The publication includes details of the proposed Green Asset Ratio KPI . The SEC requires disclosures to include "the number of persons employed by the registrant, and . human capital measures and objectives that may be material (e.g., measures on personnel attraction, development and/or retention), rather than prescribing specific measures to be disclosed by all registrants. These revisions require that investor communications such as prospectuses and annual reports include more detailed descriptions of human capital management risks and impacts to the organization. While the primary focus of Deloitte's report was human capital, its conclusion is instructive and resonates with the subject matter of my address tonight. SEC creates task force to enforce ESG disclosures. This post is based on her CAP memorandum. After starting out in high tech, Josh shifted to HR and e-learning. Learn important financial reporting considerations related to conditions that may result from the pandemic, including issues related to MD&A, risk factors, and earnings . Our publication provides guidance for registrants to consider as they begin planning to meet the new requirement that they disclose human capital measures or objectives that are material to an understanding of their business. 2005-2007 Alliance Data Systems, Inc., Dallas, Texas Accounting intern in corporate finance and SEC reporting groups January 19, 2021 On November 9, 2020, the SEC introduced a change to their disclosure standards for the first time in 30 years, extending them to encompass human capital alongside physical and financial capital that has been reported up until now. In recent years, the market has witnessed a sharp divide both within the US Securities and Exchange Commission (SEC or Commission) itself and between the investor community and the SEC over the regulation of environmental, social, and governance (ESG) disclosures, as discussed in this blog post.The Commission, under the direction of Chairman Jay Clayton, has declined to entertain . if we say nothing we can't be wrong! The EBA is consulting on disclosures for ESG risks under the Pillar 3 framework. 2021-99. The report, which includes contributions related to the Securities and Exchange Commission, lists short . Last Update 10/01/21. Changing of the Guard at the SEC Heralds New Day for ESG Disclosure Rules By Latham & Watkins LLP on November 26, 2020 Posted in Environmental Regulation. He was previously a Consultant to Deloitte Consulting from June 2018 to June 2020, after retiring as a Principal of Deloitte Consulting on June 2, 2018 under the Firm's mandatory retirement provisions. disclosure must be seen as interrelated reporting concepts, with shared methodologies wherever appropriate, regardless of their distinct aims. The wide disparity in topics and treatment in the first wave of human capital disclosures is a natural consequence of a principles-based SEC rule. New Human Capital Disclosure Requirements. as well as human capital management issues, are particularly important. On August 26, 2020, the US Securities and Exchange Commission ("the SEC") announced its first significant set of investor disclosure requirement revisions in the past 30 years. Human Capital. The SEC last approved in August . Expected actions in 2020: Human Capital Management Disclosure, Notice of Proposed Rulemaking, by October 2021; Investment Companies and Advisers ESG Matters, Notice of Proposed Rulemaking, by April 2022; As of June 24, 2021, 297 comment letters from institutional commenters filed by the June 13 deadline had been posted by the SEC on its website. A major component of this project's objective is to design and . Deloitte's Securitization Capital Markets Services team is solely focused on helping our clients successfully execute capital markets transactions. Though companies say diversity, equity and inclusion are top concerns, few included DEI data as part of human capital disclosures on their latest Form 10-Ks.Public companies already collect and separately report DEI data to the Equal Employment Opportunity Commission (EEOC), but the SEC in November applied its principles-based approach to new reporting requirements for human capital disclosures. FOR IMMEDIATE RELEASE. Finally, the SEC has created a Climate and ESG Task Force in the Division of Enforcement. The International Financial Reporting Standards (IFRS) Foundation has agreed to consult Recognizing that "investor demand for, and company disclosure of information about, climate change risks, impacts, and opportunities has grown dramatically," former Securities and Exchange Commission (SEC or Commission) Acting Chair Allison Herren Lee released 15 questions for . Robert Lamm is an Independent Senior Advisor for Deloitte LLP's Center for Board Effectiveness and a leading member of the Society for Corporate Governance.Bob also chairs the Securities and Corporate Governance Practice at Gunster, Yoakley & Stewart, P.A. Summary of Comment Letters for the SEC's Climate Risk Disclosure RFI. [2] Together, these . The Company also highlights the diversity of its . By the time the Securities and Exchange Commission closed the comment period on the proposal to expand climate risk disclosures, it had received more than 400 responses. ), it's likely to generate a negative view from investors when taken in context . On February 6, 2019, the SEC's Division of Corporation Finance released two Compliance and Disclosure Interpretations ("CDIs") that . Green Century Capital Management, Inc. seeks your support for the plastic packaging-related proposal filed at Tyson Foods, Inc. (hereby referred to as "Tyson" or "the Company") in the 2022 . A Look Back and A Glimpse Forward: The SEC's Agenda. Margaret Engel is a founding partner at Compensation Advisory Partners. On June 5, 2019, the U.S. Securities and Exchange Commission ( "SEC") adopted new regulations governing the conduct of broker-dealers (interchangeably, "Broker-Dealers" or "Firms") and their natural persons Author Ben Reuveni. . SEC's Proposing Release: Electronic Submission of Applications for Orders under the Advisers Act and Investment Company Act, Form ADV-NR and Confidential Treatment Requests for Form 13F Filings; Amendments to Form 13F (11/21) SEC Guidance for Conducting Annual Meetings in Light of COVID-19 Concerns (3/20) Last Update 10/01/21. Human Capital Management Disclosure, Notice of Proposed Rulemaking, by October 2021; Investment Companies and Advisers ESG Matters, Notice of Proposed Rulemaking, by April 2022; As of June 24, 2021, 297 comment letters from institutional commenters filed by the June 13 deadline had been posted by the SEC on its website. You will leverage your various skillsets to be an agile contributor to the practice. New rules on MD&A applicable to annual reports for 2021, and a look-back at how companies implemented human capital disclosures; Hot topics, including non-GAAP measures and emerging risk disclosures; Highlights and analysis of recently issued SEC staff comments; The SEC's recent rulemaking initiatives, including priorities of the new . This means that CHROs' reports are now on par with other investment-grade reporting by the likes of CFOs, COOs and even CEOs. Effective November 9, 2020, the amendments added human capital resources as a disclosure 101(c). As Chairman Clayton reaches the end of his tenure, Commissioners Lee and Crenshaw continue to push for SEC action on climate change. Among other disclosures, the amendment focuses on the management discussion and analysis section of companies' financial statements. International Organization of Securities Commissions (IOSCO) has set out its intention to accelerate the harmonization of sustainability standards. The decision prompted HR analytics expert Jac Fitz-enz to explain what this means for the field of HR. On August 18, SEC Chairman Gary Gensler . Welcome to the Managing the Future of Work podcast from Harvard Business School. The rule requires human capital disclosures "to the extent such disclosure . Research. Mario Olczykowski and Lee Reiners. The US Securities and Exchange Commission (SEC) has amended its rules to enhance human capital disclosures. Listen as we discuss the trends. In her March 15, 2021, speech, Acting Chair Lee indicated that the SEC may consider additional "guidance on human capital disclosure to encourage the The Risks, Rewards, and Fallacies about Human Capital Reporting Mark Oppenheimer The Public Company Accounting Oversight Board has censured and penalized Deloitte & Touche $1 million for not following the PCAOB's auditing standards during a 2003 audit. We further explain the importance of this in Section 1. And while the public comment solicitation is focused on climate disclosures, the SEC will also be considering the broader ESG framework, including promoting standardized disclosure rules on human capital issues like workforce diversity. The nonprofit Society for Human Resource Management warned the SEC that it should "proceed with caution" when considering disclosure rules related to human capital because advocacy groups and . The purpose of this project is to assess the scope and prevalence of various human capital management themes across SASB's sectors and within its 77 industries to develop a solid evidenced-based view on this cross-cutting theme. At a glance. Fireside Chat with New SEC Leadership (1 CPE credit | Field of Study - Accounting) The new administration has shifted its priorities for the capital markets and how you prepare a financial statement is squarely on its agenda. The disclosure analysis includes a review of specific risk factor disclosures on climate change and human capital to evaluate what information most S&P 500 companies were disclosing and how these. Alexandria Real Estate Equities details its human capital management strategy in this disclosure, notably describing how it is supporting employees through the COVID-19 pandemic. David is an author of Deloitte's annual Global Human Capital Trends study and a co-host of the Capital H podcast. The SEC requires public companies to disclose information and data that may be important to potential investors and shareholders of the company. This article offers a look back at how the SEC has instituted these initiatives through proposed and final rulemaking in 2021 and a glimpse . The SEC added the requirement when it amended the requirements to disclose information about business, legal . A major component of this project's objective is to design and . My guest today is HR expert, Josh Bersin. Background. What led to this change, and what does it mean for you? All companies selling securities in the United States are now required to comply with a new human capital disclosure rule in their quarterly and annual public financial releases.. The new human capital disclosure rule takes a principle-based approach, which means there is no predetermined definition of the term "human capital." Like so many other disclosure elements, the SEC is leaving it to the organization to decide how to define human capital in terms that are "material" to an individual entity. To bring the concept of sustainability-related financial disclosure to life, we provide a prototype of a climate-related financial disclosure standard. Many commenters advocated for a robust assessment and reporting framework for environmental, social, and governance (ESG) risks. By Hedley Lawson, Global Managing Partner, Aligned Growth Partners, LLC The Securities and Exchange Commission voted to remove certain disclosure requirements for public companies, making additional changes to Regulation S-K. 10-K filed 2/19/2021. To address this issue, the Securities and Exchange Commission (SEC) is laying the foundation for more comprehensive and consistent human capital disclosure. The Risks, Rewards, and Fallacies about Human Capital Reporting Mark Oppenheimer The Public Company Accounting Oversight Board has censured and penalized Deloitte & Touche $1 million for not following the PCAOB's auditing standards during a 2003 audit. It's important for SEC registrants to carefully consider their unique circumstances and risk exposures when analyzing how the COVID-19 pandemic may affect their financial reporting and related financial statement disclosures. In 2017, the Human Capital Management Coalition, a group of 25 institutional investors with more than $2.8 trillion in assets under management, submitted a rulemaking petition to the SEC asking the SEC to adopt rules requiring "issuers to disclose information about their human capital management policies, practices and performance." Given this regulatory focus, we reviewed specific risk factor disclosures on climate change and human capital to understand what information the 439 S&P 500 companies were disclosing and, in particular, how certain companies were making their disclosures less generic and more specific in the spirit of the SEC's amended rules. How we see it Notably, this is the first time the SEC has required any human capital metrics beyond headcount and unionization. It's about the people that make the business work. Clayton has noted the increasing importance of human capital to company performance across the economy. Among other support, the Company provided $1,000 emergency bonuses to non-officer employees. GAAP conversion projects, the SEC registration process, and technical assistance on U.S. GAAP accounting issues and SEC disclosure matters. Published on: 03 Nov 2020 This Heads Up discusses the growing market movement toward enhanced human capital management disclosure as a result of both the SEC's final rule that amended Regulation S-K and gathering momentum in the marketplace toward more standardized and relevant environmental, social, and governance (ESG) disclosures, including human capital metrics. SEC Approves Scaled-Back Disclosure Rule for Energy, Mining Companies Latest version of the rule attempts to ease compliance burden while implementing a Dodd-Frank provision that is supposed to . the business." See Deloitte's September 3, 2020, and November 3, 2020, Heads Up newsletters for more information about the final rule and human capital disclosures, respectively. 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