ESG matters: an ESG primer for state and local government leaders

Preparing for ESG disclosure – issues and tips

Now that ESG disclosure has emerged, it is here to stay. Governmental entities should prepare now to address ESG questions from 1) investors in their bonds and 2) members of the public and corporations in their communities alike. Regulators are also discussing and contemplating more ways to encourage transparency and consistency around ESG disclosures.

Evaluating potential ESG disclosures

What can a governmental entity, school, college or university, utility or library do to better understand these issues? Factor in the considerations below to evaluate potential disclosures around ESG and possible ideas to mitigate existing risks:

• ESG assessment – A great place to start is an assessment of ESG considerations. Utilizing an assessment tool and working with professionals to assess areas of potential risks around ESG allows communities to be ready to address questions and to evaluate the need for market disclosures or opportunities to promote their ESG-related initiatives.
• ESG standards – Since there is not one standard around ESG disclosures, consider reviewing publicly-available information provided by trade associations, such as the Government Finance Officers Association and the National Association of Bond Lawyers, and regulators, such as the Securities Exchange Commission and the Municipal Bond Securities Rulemaking Board. Baker Tilly will also provide ESG updates, so continue to look for future articles and ESG-related training opportunities.
• ESG investor needs – When assessing disclosure, it is important to identify the issues a reasonable investor would want to know about, including in the context of the total mix of available information and before investing in municipal bonds issued by your governmental entity. An issuer may want to provide some additional ESG specific disclosure voluntarily, mainly if it is trying to attract certain types of investors who are focused on investing in green or socially responsible bonds. However, keep in mind, the additional ESG information provided must be accurate and contain no material omissions or misstatements. It is important to discuss materiality concerns with your financing professionals, particularly bond counsel and disclosure counsel, when working through these issues.

What are some tips to consider when evaluating ESG disclosure?

• Consider the type of security for the bond issue and potential ESG factors which may be relevant. For example, consider that the issuer is a utility that is issuing bonds to complete a combined sewer overflow project which is a portion of its Environmental Protection Agency (EPA) approved long-term control plan (LTCP). In this case, it would likely be material to mention that the issuer has a long-term control plan in place and must complete additional projects to comply with the LTCP. Historically, the governing body has not approved sufficient rates and charges to support the completion of the projects. However, there were recent changes on the governing board, and new rates and charges were passed. Further, consider whether the issuer would need to provide additional disclosure around the historical support for rates and charges. This would be the type of discussion that you would want to have with the financing team.
• ESG relevance may also depend on the type of issuer. As an example, a school corporation in an urban school district may want to consider a voluntary disclosure discussing social-economic factors and how the school district is providing services to target social equity initiatives. The relevancy of this disclosure increases if the project being funded with bond proceeds relates to these initiatives.
• Consider completing either a detailed or high-level ESG assessment in advance of the financing to determine whether there are ESG disclosure considerations that should be assessed or discussed.
• If you are making an ESG disclosure in your financial statements or other publicly available reports — particularly related to your finances — consider whether incorporating a similar statement in your offering document makes sense.

Again, because there is not a bright-line approach to ESG-related disclosure, take steps to address questions with your counsel and financing team. These discussions are important to ensure that you are making appropriate disclosures, both required due to the information’s materiality as well as offering voluntary information.

Once you are educated around ESG issues, you will be in a better position to assess potential risks and the disclosure of ESG risks when issuing bonds or releasing financial statements.

Our team can help you on your ESG journey. For additional information or to learn more about how Baker Tilly can help your community with an ESG assessment, plan and reporting, contact our team.