The second phase of the FCA’s rules have also now taken effect. 1 January 2023 marked the date upon which the rules took effect for firms exceeding £5bn in AuM with the date of first publication being 30 June 2024.

What is TCFD?

The TCFD was established by the Financial Stability Board to develop recommendations for more effective climate-related disclosures in order to promote more informed investment decision making.

What are the TCFD recommendations?

There are 11 recommendations, each structured around the following pillars:

• governance;
• strategy;
• risk management; and
• metrics and targets.

These pillars have since been utilised in the construction of other disclosure regimes, such the International Sustainability Standards Board’s first two IFRS Sustainability Disclosure Standards, the upcoming Taskforce on Nature-related Financial Disclosures and the climate reporting platform CDP.

Which firms are subject to the FCA’s mandatory rules?

The rules apply to all FCA regulated managers and asset owners including:

• portfolio managers;
• UCITS management companies and self-managed UCITS funds;
• full-scope UK AIFMs;
• small authorised UK AIFMs;
• life insurers; and
• FCA regulated pension providers.

The disclosure obligations do not apply to asset managers which have less than £5bn of AuM, calculated over a three year rolling average. The FCA expects that the rules, will apply to 98% of the AuM of the UK asset management industry.

Relevant to private equity fund managers, those UK FCA-authorised private equity firms providing investment recommendations to their general partner situated offshore or to non-UK investment managers are in-scope despite not having ultimate investment discretion over the fund. The meaning of “portfolio management” has been extended to include activities consisting of advising in relation to investments or managing investments on a recurring or ongoing basis.

The rules do not apply to overseas firms accessing the UK by way of the temporary permissions regime.

What type of products are in scope?

The rules apply at entity-level and product level.

What are the time scales?

Asset managers with greater than £50bn of AuM the rules first applied from 1 January 2022 with the deadline for publishing their first report on 30 June 2023 and on demand disclosures starting on 1 July 2023.

Asset managers with AuM of less than £50bn the FCA’s rules were deferred until 1 January 2023, with first reports not being required until 30 June 2024 and on demand disclosures starting on 1 July 2024.

Is it mandatory?

Yes, for all UK asset managers that are in-scope, the reporting requirements are mandatory and must be complied with.

The rules do not however apply to non-UK firms. This includes non-UK firms which market products and services cross-border into the UK or EU firms which are currently in the Temporary Permission Regime. There is no exception however for UK firms operating exclusively as sub-investment managers to their international affiliates.

What are some of the challenges relating to TCFD reporting?

Whilst the obvious challenges of meeting deadlines are ever present, further challenges include the difficulty in explaining the rationale behind not including certain data or targets. The FCA has clarified it will not require firms to disclose information if data gaps cannot be addressed, however firms must explain where and why they have not disclosed certain data and what steps are being taking to address this. This could prove to be a difficult task if such data gaps are unknown or unintentional.

An important requirement of TCFD reporting is scenario analysis. This requires the analysis of portfolios in light of certain future hypothetical climate scenarios. Despite tools being available for this exercise, this can be a challenging part of a TCFD report. Additionally, as climate policies adapt, targets change, climate modelling changes and science improves. Ensuring data is accurately reported and compiled into the report is often a costly and time-consuming operation.

What next?

Policies and procedures for data collection and climate governance structures will be enhanced, in preparation for both TCFD reporting as well as the myriad of other mandatory ESG reporting requirements coming through into law.

• The UK government has announcement that it will be adopting the International Sustainability Standards Board’s (ISSB) standards. The ISSB’s first standards: IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information; and IFRS S2 Climate-related Disclosures were issued in June 2023.
• Later in 2023, it is expected that the FCA will publish its final Sustainability Disclosure Requirements (SDRs).
• Although there is no clear date by which firms should expect the UK’s green taxonomy an update is also expected later in 2023.
• The UK’s Transition Plan Taskforce have been working on their Disclosure Framework to assist firms in preparing transition plans, which are expected to become mandatory in due course. A status update was published on 27 July 2023 stating that the final version of the disclosure framework will be available in October 2023.

As well as keeping up to date with the evolving landscape of upcoming regulations, firms with AuM exceeding £5bn will be working hard to meet the deadline for publication of their TCFD report by 30 June 2024.

If you are interested in learning more, please contact one of the authors.