Addressing climate change has been a priority for President Biden since his first day in office. On December 8, 2021, President Biden continued that focus by issuing Executive Order (EO) 14057, Catalyzing Clean Energy Industries and Jobs Through Federal Sustainability, which includes a number of requirements directed at introducing sustainability to federal acquisitions.
This most recent EO announces an administration policy to achieve net-zero emissions from federal procurement by 2050 and comes on the heels of the public comment period extension to January 13, 2022 in response to EO 14030, Climate-Related Financial Risk. Although the administration will likely be rolling out additional sustainability requirements in the coming months, contractors currently have an opportunity to help shape an initial requirement that may end up effectively establishing an environmental, social, and governance or "ESG" reporting requirement.具体地说,联邦获取管理委员会正征求公众评论,以考虑修改联邦获取规则:
政府当前提案类似于机构一级最近的活动,与美国Securities and Exchange Commission ("SEC") announcing an "all-agency approach" in response to investor demand for ESG-related information. The SEC is also seeking public comment in an effort to determine whether current climate change disclosures adequately inform investors and as of December 7, 2021 has received 5,867 comments.
In light of the rapidly evolving scope, demands, and attention placed on board and management accountability for sustainable business practices, Covington's multidisciplinary ESG and Sustainability team created an ESG and Sustainability Toolkit as an entry point for analysis, understanding, and tailored advice on this wide ranging topic.
As part of an effort to reduce federal supply chain emissions, President Biden additionally ordered the General Services Administration to "track disclosure of greenhouse gas emissions, emissions reduction targets, climate risk, and other sustainability-related actions by major Federal suppliers, based on information and data collected through supplier disclosure" of greenhouse gas emissions (as discussed in consideration (i) above).
With new reporting, tracking, and emissions reduction targets potentially on the horizon, federal contractors should consider taking the opportunity to shape aspects of new requirements, such as the preferred method of tracking and reporting emissions data, including how to evaluate the social cost of such greenhouse gases. For example, there would be a number of ways to measure the "social cost" of greenhouse gas emissions, which is generally an estimate of the monetized damages associated with incremental increases in greenhouse gas emissions. As re-established under EO 13990, the Interagency Working Group on the Social Cost of Greenhouse Gases published interim estimates of the social cost of carbon, methane, and nitrous oxide in February 2021 that reflect one method for evaluating emissions data that could ultimately inform requirements imposed on contractors. Although a coalition of states is currently challenging the administration's use of social cost estimates to calculate regulatory costs and benefits under EO 13990,[1] the notice of public comment for EO 14030 still includes the social cost of greenhouse gases as one potential factor when considering greenhouse gas emissions in federal procurement decisions.
Comments may be submitted on the following questions on or before January 13, 2022 for FAR Case 2021-016 at https://www.regulations.gov/document/FAR-2021-0016-0001:
- How can greenhouse gas emissions, including the social cost of greenhouse gases, best be qualitatively and quantitatively considered in Federal procurement decisions, both domestic and overseas?
- 什么可用并受尊重方法测量所购或租产品或所服务生命周期中的温室气体排放?
- 联邦政府通过国内外采购决策可如何考虑和尽量减少与气候有关的金融风险?
- 贵组织将如何提供温室气体排放数据供建议和/或合同性能使用?
- 联邦政府应如何验证温室气体排放报告?
- 政府应如何优先接受国内外供应商的标书或建议书,以最有效实现减少温室气体排放或降低温室气体排放社会成本? 政府可如何考虑供应商承诺减少或减少温室气体排放?
- 采购决策中考虑温室气体社会成本对小企业产生什么影响? 小企业包括处境不利小企业、妇女拥有小企业、服务性残疾老企业和历史利用不足商业区小企业FAR理事会应如何最优化地将目标与确保小企业机会的努力相匹配?
On May 21, in an open virtual meeting the SEC's 23-member Investor Advisory Committee debated and endorsed the Investor as Owner Subcommittee's long-awaited recommendations that the Commission begin in earnest an effort to update the reporting requirements of Issuers to include material, decision-useful, environmental, social and governance (ESG) factors. That same day, BlackRock shareholders debated in a virtual annual meeting whether the world's largest asset manager is living up to CEO Larry Fink's much ballyhooed commitment to sustainability as BlackRock's new standard of investing and investment stewardship (as previously detailed in this blogpost). While the path forward on possible new principles-based SEC disclosure rules around ESG factors may be long and uncertain, the Subcommittee's recommendations offer useful considerations for companies in preparing currently required SEC filings and voluntary sustainability reports.spanid表示'More-7237'/span/p>
关键点建议包括:
- The unregulated market of third party ESG data providers is burdensome, confusing and does not satisfy investor or issuer needs. The Subcommittee added, "[b]ecause of the patchwork approach to disclosure outside of the US and the lack of clear disclosure obligations in the US, third party ESG data providers, many of whom provide a scoring or ratings system, have sprung up to fill the void between what companies disclose publicly and the information investors seek to make investment and voting decisions.过多ESG数据提供方,所有提供方都具有不同的标准,这给美国发行者带来了沉重负担数据提供方使用不同信息来源进行分析并制作工作产品公司无穷无尽地请求多数据提供方提供ESG信息,使重负复加到有时几何比例公司忽略这些报告、不完全填全或无法回答特定查询并回答'是或否'风险评分低或发布低ESG评分或评分低这可能直接影响到他们的股价和获取资本的能力,而投资管理者评价时有或无ESG相关投资任务发布者没有分配足够时间或资源向多数据提供者提供这些广度报告请求而置之不理。”
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- Investors require reliable, material ESG information upon which to base investment and voting decisions.
- Issuers should directly provide material information to the market relating to ESG issues used by investors to make investment and voting decisions.
- Requiring material ESG disclosure will level the playing field between Issuers.
- ESG disclosure requirements will ensure the flow of capital to the us markets and to US Issuers of all sizes.
- The US should take the lead on disclosure of material ESG disclosure
The subcommittee concluded by noting,
"[w]e recognize that any new reporting regime is difficult and comes with related litigation risk.构思良好、基于原则的报告机制使每个发行者,不论行业或商务线,都能够说明与材料ESG因素相关的风险、策略和机会,与当前披露商业风险、策略和机会无异于当前披露商业风险、策略和机会无关ESG事务是每个发行者事务的一部分,每个发行者独有。此类披露需要前瞻分析,如果有材料,我们注意到材料前向披露已经嵌入SEC的披露机制中,例如MD&A讨论、并发事务披露预测协同效应和模拟财务报表中。
SECCCLiton主席表示他将审查委员会的建议,但停止支持制定关于ESG事务定型监管政策In his prepared remarks to the committee, Chair Clayton reiterated his November thoughts regarding the utility of combining E, S, and G matters noting that, "E, S and G are quite different baskets of disclosure matters and that lumping them together diminishes the usefulness, including investor understanding, of such disclosures." Commissioner Hester Peirce expressed deeper reservations with the committee's recommendations and the general advisability of adopting a new ESG disclosure framework. Commissioner Peirce argued that the current securities disclosure framework is already appropriately structured to present material information to investors, but invited the committee to bring to the attention of the Commission "discrete pieces of information for which disclosure mandates are necessary."