Group vs subsidiary
The guidance confirms that:
- companies are expected to report at the group level, if they are included within consolidated group reporting;
- where a parent company does not produce consolidated accounts, the thresholds should be applied to the aggregated turnover and employee figures of the group and the climate-related financial disclosures should relate to the parent; and
- where a parent company does not produce consolidated accounts and a subsidiary is within scope on an individual basis, the subsidiary should also make climate-related financial disclosures in its individual accounts.
These principles are aligned with the treatment of group companies in respect of SECR.
Global vs UK operations
The top UK parent of a UK group should report on the global operations of that group, regardless of the jurisdiction of incorporation of the subsidiary though which the activities are conducted.
Overseas parent company
An exemption will apply if the subsidiary is included within consolidated reporting where the parent is a UK company. However, the exemption will not apply if the UK company has an overseas parent.
Consequences of failure to comply
The FRC is responsible for monitoring the contents of strategic reports (which will, going forward, include the climate-related financial disclosures) and could ultimately make an application to the court for a declaration that the accounts of a company do not comply with the legal requirements. Misstatements in the climate disclosures would also be noted by the company's auditors. However, stakeholder pressure is likely to be one of the strongest drivers of compliance.
Reliance on third party information
In-scope entities may choose to make use of information generated by a third party in order to help them assess the climate-related risks (the example given being contracting with a data provider to support the assessment and disclosure of physical risks for certain assets or infrastructure). However, this does not alter the legal duty of the directors to make the disclosures.
Format and level of detail
There is no prescribed format for the disclosures. The key is to enable a reader to understand the effect of climate-related financial risks and opportunities on the business. The information should be capable of being understood without referring to other sources and should contain all information which, if disclosed, would influence the decisions of investors. The less prescriptive approach under TCFD is somewhat in contrast to financial disclosure regimes, such as the EU's Sustainability Finance Disclosure Regulation, where, arguably, highly standardised information more clearly facilitates side-by-side comparisons of potential investments.
The table below indicates the sort of information which should be provided in relation to each of the eight disclosures. In relation to the highlighted items below, there is a discretion to omit some or all of the disclosure requirements. In such a case, directors must provide a clear and reasoned explanation for the omission.