The US Securities and Exchange Commission last week issued a final rule changing the way workforce information is reported by public companies, including when contingent workers need to be disclosed. However, much remains unclear.
The SEC first proposed the amendments to financial reporting rule Regulation S-K in August 2019.
However, The National Law Review reported it does require registrants to disclose, if material: “A description of the registrant’s human capital resources, including the number of persons employed by the registrant, any human capital measures or objectives that the registrant focuses on in managing the business (such as, depending on the nature of the registrant’s business and workforce, measures or objectives that address the development, attraction and retention of personnel).” As an example, the SEC noted that a registrant will be required to disclose its part-time employees, full-time employees, independent contractors, and contingent workers, and employee turnover, to the extent such information is material to understanding the registrant’s business.
Meanwhile, the Human Capital Management Coalition, which is advocating for greater disclosure on human capital, stated the final rule permits an “overreliance of management discretion in what is reported and does not require a uniform set of baseline information which is consistent, comparable and concise to allow investors to gain a clear and effective understanding of a company’s skill in managing its workforce.”
The Coalition wants the Commission to require all companies to report on four disclosures: (1) the number of employees, including full time, part-time and contingent labor; (2) total cost of the workforce; (3) turnover; and (4) employee diversity and inclusion. “We also strongly encourage the SEC to instruct its staff to issue interpretive guidance to give firms explicit direction that will ensure human capital management disclosures are consistently robust, meaningful and comparable,” it stated.
“While the rule-making represents important progress in acknowledging the importance of the workforce, the new rules give public companies too much latitude to determine the content and specificity of the human capital-related information they report,” Cambria Allen-Ratzlaff, corporate governance director of the UAW Retiree Medical Benefits Trust, said in a statement to Bloomberg Law. The trust co-chairs the Human Capital Management Coalition, which represents institutional investors pushing for more workplace disclosures.