October 29, 2020
Investors Call for Climate Lobbying Disclosure
In a recent letter writing campaign, a group of institutional investors sent letters to CEOs and board chairs of 47 U.S. companies urging the companies to disclose how their climate lobbying aligns with the Paris Agreement and to take action when there’s misalignment. Earlier this week, Ceres issued an announcement about the initiative. As stated in the investors’ letter, it’s follow-up to letters on climate lobbying sent last year and is being sent in advance of benchmarking on climate progress that’s slated for public release next year:
Earlier this year, all 161 focus companies of the Climate Action 100+, including the 47 notified this month, were informed that they would be benchmarked on their climate progress against a set of key indicators that reflect the goals of the initiative. Paris-aligned corporate lobbying is a key indicator in which corporate progress will be assessed. The full assessment — Climate Action 100+ Net- Zero Company Benchmark — is set to be released in early 2021.
The letter directs these companies to this Ceres document outlining recommendations on how companies can establish systems that address climate change as a systemic risk and integrate this understanding into their direct and indirect lobbying on climate policies.
Investors signing this most recent letter campaign include BNP Paribas Asset Management, Boston Trust Walden, CalPERS, CalSTRS, Mercy Investment Services, NYC Comptroller’s Office, New York State Common Retirement Fund and Wespath Benefits & Investments.
Looking Back at 16 Years of ICFR
Section 404 of the Sarbanes-Oxley Act requires companies to review internal control over financial reporting and report whether it’s effective. John recently blogged about how newly public companies have fared with ICFR and Audit Analytics recently issued its annual recap of negative auditor attestations and management-only assessments of ICFR. The report takes a look at how public companies have fared more broadly by looking back at the last 16 years since SOX 404 first applied to U.S. accelerated filers. The report shows differing trends for accelerated filers disclosing adverse auditor attestations versus adverse management-only attestations filed by non-accelerated filers.
After starting out at 15.9% for fiscal year 2004, adverse auditor attestations declined to 3.5% for fiscal year 2010 and now have been hovering between 5 – 7%, which is where they’ve been for the last several years. Conversely, adverse management-only assessments rose steadily for seven years from 2008 to 2014 and are much higher than accelerated filers, peaking at 40.9% before declining, although adverse management-only assessments have remained between 39 – 42% since. Here’s an excerpt for reasons behind 2019 adverse attestations and assessments:
– The most common internal control reason auditors indicated as leading to conclusions about ineffective ICFR were issues requiring year-end adjustments, followed by a need for more highly trained accounting personnel
– The most common accounting issue that triggered an adverse ICFR determination was revenue recognition issues, which was followed by accounts receivable and other cash issues
– For management-only assessments, the most common internal control reason given to support a conclusion about ineffective ICFR was that accounting personnel within the company were not adequately trained, followed by a lack of personnel necessary to implement proper segregation of duties
– The most common accounting issue that triggered a conclusion about ineffective ICFR was accounts receivable and cash issues, although it was only identified and disclosed 69 times – the report notes that non-accelerated filers tend to disclose deficiencies absent an identified accounting error
Transcript: CFIUS After FIRRMA: Navigating the New Regime
We’ve posted the transcript for the recent DealLawyers.com webcast: “CFIUS After FIRRMA: Navigating the New Regime.”
– Lynn Jokela