The Wait Is Over: What Does the SEC Climate Disclosure Rule Mean for Boards?

Virtual  |  March 19, 2024  |  11:30 AM - 12:45 PM CDT

Our panel explored the SEC’s final rule on climate-related disclosures, approved March 6, 2024. Panelists—including board directors, ESG, sustainability, and accounting experts—discussed the rule’s key features, changes from the proposal, and implications for public companies. 

The conversation emphasized the integration of climate strategy into long-term business planning, enterprise risk management, and financial disclosures. The panel also addressed company preparedness, materiality challenges, and the vital role of boards in overseeing climate risk through cross-committee collaboration and ongoing education.

Key Topics Covered

• Overview of the final SEC climate disclosure rule and its evolution
• Required disclosures (financial impacts, emissions, climate risks)
• Materiality thresholds and compliance timelines
• Differences between SEC, CSRD, ISSB, and California standards
• Company readiness and implementation strategies
• Role of boards and board committees in oversight
• Risks and opportunities of climate strategy integration
• Assurance requirements and potential pitfalls
• Climate risk integration with ERM and long-term business planning
• Education resources and approaches for boards

Key Takeaways

• Narrowed Scope: The final SEC rule excludes Scope 3 emissions and mandates Scope 1 and 2 disclosures only when material—unlike earlier proposals or CSRD standards.
• Materiality Matters: Defining and justifying materiality—especially for emissions and climate risks—is now a core board and management task.
• Timeline Is Tight: Large accelerated filers must begin certain disclosures in 2026, with assurance phased in starting 2029, but many companies are continuing preparations regardless of legal challenges or political uncertainty.
• Cross-Jurisdiction Complexity: Many companies with operations in the EU or California must comply with more expansive disclosure regimes (e.g., CSRD, SB 261/253).
• Board Engagement Is Essential: Oversight is often split between ESG and audit committees; full board understanding and cross-committee coordination are critical.
• Assurance and Data Integrity: Early internal and external assurance—even if voluntary—will help validate processes, prevent future restatements, and improve investor trust.
• Strategic Integration: Companies must align climate disclosures with business strategy, risk planning, and financial projections—treating climate risk as financial risk.

Program Videos

View the complete program playlist, including the following video clips:

• Unveiling the SEC's Climate Change Disclosure Rules: Panelists' Surprising Insights
• Understanding the Final SEC Climate Change Disclosure Rules: Key Insights
• Navigating the SEC Rule Release: Company Preparedness and Next Steps
• Integrating Climate Risk into Strategy: Key Considerations and Best Practices
• The Ongoing Role of the Board & Committees: Compliance Oversight and Continuous Education
• Panelists' Key Takeaways: Insights from Final SEC Climate Change Disclosure Rules

Program Resources

NACD:

• Oversight of Corporate Sustainability
• SEC Rule on Climate-Related Disclosures: Governance Implications

NACD & KPMG:

• Questions for Directors to Ask Management - SEC Climate Disclosure Rule

KPMG:

• Top 10 Q&A
• Handbook: Climate risk in the financial statements (kpmg.us)
• Handbook: GHG emissions reporting (kpmg.us)

Panelists

Director, Arcadis, NV; McDermott International; MRC Global; Pattern Energy; Texas Pacific Land Corporation

Barbara Duganier, NACD.DC

Barbara Duganier has a collaborative and engaging communication style, reflected during several chapters in her 44-year career: 23 years at Arthur Andersen as an auditor and consultant, where she served in multiple leadership positions, including as the chief financial officer for Andersen Worldwide; 10 years as a consulting partner…

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ESG Audit Leader, KPMG US

Maura Hodge

Maura Hodge is an audit partner in KPMG’s Boston Office. She has nearly 20 years of experience providing financial statement audit, audit of internal control, performance improvement advisory, and related assurance services to clients. In 2010, Maura supported the creation of KPMG’s Sustainability Services…

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Director of Technical Accounting and Controls, Constellation Brands

Nichole Schreiner

Nichole Schreiner is a seasoned accounting professional with over two decades of experience in the field. She currently serves as the Director of Technical Accounting and Controls at Constellation Brands, Inc. and has been with the company since 2016. In this position, Nichole leads the implementation…

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Senior Vice President, Office of Global Climate Response & ESG and Enterprise Risk Management, Jacobs

Jan Walstrom

With a passion for biology and scientific research, Jan Walstrom found herself, at the age of 25, pursuing a very different career trajectory than expected when she was appointed the State’s project manager for the design and construction of surface water and groundwater…

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