June 17, 2022

Submitted electronically via SEC.gov
Vanessa Countryman, Secretary
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-1090

Re: File No. S7-10-22 The Enhancement and Standardization of Climate-Related Disclosures for Investors

Dear Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates the opportunity to comment on the Commission’s proposal2 to enhance and standardize climate-related disclosures.3 The Proposing Release states that the Commission is proposing new disclosure requirements to elicit “[c]onsistent, comparable, and reliable disclosures on the material climate-related risks.”4 SIFMA agrees that investors have a strong interest in certain climate-related information, and supports increased disclosure of material climate-related information that is useful to investors.5 Many SIFMA members have been voluntarily disclosing greenhouse gas (“GHG”) emissions and other climate-related data for some time, often based upon leading international voluntary frameworks and standards, including the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”), the Greenhouse Gas Protocol, the Sustainability Accounting Standards Board standards, the World Economic Forum Stakeholder Capitalism Metrics and the Global Reporting Initiative standards. In addition, many international firms have also been working to implement new climate disclosure regulation now required—or under development—by their home country regulators and governmental authorities.

 

1 SIFMA is the leading trade association for broker-dealers, investment banks and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s nearly 1 million employees, we advocate on legislation, regulation, and business policy affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA). For more information, visit http://www.sifma.org. This comment letter is being submitted on behalf of SIFMA’s broker-dealer and investment bank members. SIFMA’s Asset Management Group is submitting a separate response. SIFMA appreciates the assistance of Michael Littenberg, Marc Rotter and Hannah Shapiro of Ropes & Gray LLP in the preparation of this response.

2 The Enhancement and Standardization of Climate-Related Disclosures for Investors Release No. 33-11042, 87 Fed. Reg. 21,334 (proposed Apr. 11, 2022) (hereinafter the “Proposing Release”), available at https://www.federalregister.gov/d/2022-06342.

3 SIFMA acknowledges and appreciates the Commission’s extension to the original proposed comment period but still believes that complex rule proposals should be given longer comment periods upon publication to allow sufficient time to provide fulsome analysis and feedback. See Joint Comment Letter from SIFMA & SIFMA AMG, Importance of Appropriate Length of Comment Periods (April 5, 2022), available at https://www.sifma.org/resources/submissions/importance-of-appropriate-length-of-comment-periods.

4 Proposing Release at 7.

5 Id. at 13. The discussion in the Proposing Release regarding materiality is in some cases inconsistent with traditional standards of materiality. As discussed in this comment letter, the adopting release for the proposed rules, this commentary should be revised to conform to existing Supreme Court and Commission precedent. See, e.g., Basic Inc. v. Levinson; 485 U.S. 224 (1988); TSC Industries, Inc. v. Northway, Inc., 426 U. S. 438 (1977); SEC Staff Accounting Bulletin No. 99, Release No. SAB 99 (Aug. 12, 1999), available at https://www.sec.gov/interps/account/sab99.htm#body1 (last visited May 3, 2022); Management’s Discussion and Analysis of Financial Condition and Results of Operations; Certain Investment Company Disclosures, Exchange Act Release No. 33-6835 (May 18, 1989), available at https://www.sec.gov/rules/interp/33-6835.htm.