On June 12, 2009 a group of investors led by Ceres, an environmental and social public interest group, sent a letter to SEC Chairman Mary Schapiro requesting that the staff, among other things, issue formal interpretative guidance on the “materiality of risks posed by climate change [that] companies should be disclosing” and enforce existing disclosure requirements for material environmental, social and governance risks (such as climate change).
On July 27, 2009 the SEC released a briefing paper for its newly-formed Investor Advisory Committee which included, for discussion, questions relating to environmental, climate change and “sustainability” disclosure issues (such as labor, worker health and safety, human rights, supply chain management, diversity, community relations, public policy positions and participation, and product responsibility issues). Specifically, the briefing paper suggested the committee consider (i) whether investors find environmental compliance, climate change and sustainability issues important in making investment or voting decisions, (ii) whether current disclosure of those issues is sufficient or do investors need more, and (iii) if additional disclosure would be useful, should the SEC require additional disclosure by revising its forms and regulations or should the SEC highlight how its current forms and regulations may require disclosure in these areas.
The SEC (represented by Commissioner Elisse Walter and a senior advisor to Chairman Mary Schapiro) has since met with Ceres and a number of climate change experts. On October 2, 2009, speaking at the Annual Corporate Counsel Institute, Commissioner Walter provided what she deemed a “window into [her] thought processes” and the SEC’s recent regulatory initiatives, noting that the SEC is taking a “very serious look at our disclosure system” for climate change disclosures and that she believes it is “time for us to consider issuing interpretative guidance regarding disclosure in this area”.