AHLA, İklim Değişikliği Mevzuatının ABD Otel Yatırımcılarını korumasını istiyor

And most recently, the industry put together a long-term path with recommendations to achieve zero emissions. Participating in these various initiatives has led our members to invest heavily in data collection programs, set bold emissions and waste reduction targets, and publish their Scope 1 and Scope 2 emissions data. Some members have gone even further and already are reporting their Scope 3 emissions.

By making these disclosures, our members are providing investors with a breadth of useful information.

All of these disclosure efforts have, to date, been purely voluntary and other members are still in the early stages of developing their climate-related data collection and risk mitigation policies and practices.

The transition from voluntary disclosure to a mandatory reporting regime and the imposition of accounting-like precision on the reporting of emissions data already is causing some of our members to reconsider their approach to climate change.

We believe that certain provisions of the Rule as drafted will discourage some registrants from continuing their forward-leaning practices and embracing climate-related initiatives.

We, therefore, recommend that the SEC revise its Rule and incorporate the following changes:

  • Eliminate any requirements that registrants disclose their Scope 3 emissions, or at the most, allow such disclosures to be furnished rather than filed.
  • Remove requirements that registrants obtain assurance on their GHG disclosures or, at most, require “limited assurance” beginning in Year 4.
  • Provide further clarity on proposed requirements for climate-related expenditures, risks, and transition activities, and remove the proposed line item impact disclosure requirement for consolidated financial statements.
  • Delay implementation of the Rule for at least two years to provide registrants sufficient time to absorb the Rule and to develop the necessary policies and procedures required for adequate compliance.
  • Eliminate requirements that are only triggered by a company’s former or current actions.
  • Separate all proposed climate disclosure requirements from the Form 10-K and allow registrants to disclose this information in a separate report at a time that aligns with their current sustainability reporting.

AHLA’s specific comments and suggestions are discussed in more detail below. That discussion is preceded by a short overview of AHLA, our members, and the unique structure of our industry. We look forward to continuing this conversation as the SEC works to revise and finalize the Rule.

AMAÇ

AHLA’s membership represents all segments of the hotel and lodging business in the

The US hospitality industry is uniquely complex and comprises a range of organizational

structures, largely involving a few key entities including hotel brands, owners/REITs, and third-party managers/operators. While these structures vary, often with entities serving multiple roles, there are four predominant ownership and management models that are relevant to the SEC’s rule:

  1. brand-owned and operated;
  2. brand-managed;
  3. franchised; and
  4. GYO'lar.

Brand-owned and operated. Under a brand-owned and operating structure, a hotel brand (typically a large public company), owns the underlying property and also performs all management and operational functions.

The brand has full financial and operational control of the asset and hotel staff are employed directly by the brand. As the hotel owner, the brand has full discretion to implement desired programs and practices to execute its strategic plans.

Brand-managed. Many hotel brand portfolios also include properties that are managed by the brand but owned by third-party entities such as REITs (as further explained below) or private owners. In the managed model, the brand will typically employ the individuals working in the hotels it manages and has general operational control, subject to some level of owner input.

Franchised. Franchising is the most prevalent and growing model in our industry, dating back nearly 80 years. Over half of all hotels in the U.S. are currently franchised.

Under this structure, an independent owner (franchisee) enters into a licensing arrangement with a hotel brand (franchisor) that grants the owner legal permission to operate the owner’s hotel under the franchisor’s name.

The owner can leverage the brand’s reputation, distribution arrangements, and infrastructure in exchange for payment of various fees. Franchisees and franchisors have clearly defined roles and responsibilities. Owners, who often operate as small private businesses, may be required to uphold specified brand standards and initiatives but maintain full legal and operational control of the asset.

The brand does not own or control the underlying property and lacks the legal authority to make demands on owners that are outside the scope of the licensing contract.

Owners may self-operate the hotel or hire an independent management company to operate the hotel on a day-to-day basis. In some circumstances, however, the brand will serve as the manager of the property as well as the franchisor, in which case the typical elements of a “brand-managed” property described above would apply.

Notably, hotel brands vary in how their portfolios are structured – some brands rely heavily on the franchised model, while others have significant managed portfolios (in the U.S. there is a relatively small proportion of brand-owned and operated properties). Such distinctions among categories have significant ramifications for the proportion of emissions that make up each company’s GHG profile.

REITs are another common ownership structure in our industry and those that are publicly traded will be significantly impacted by the Rule. Lodging/hospitality REITs are unique in that they own the underlying hotel asset but are required to engage an independent management company to operate or manage the property and therefore rely heavily on third-party contractors.

REITs either enter into licensing agreements with hotel brands pursuant to a franchise model or enter into a management agreement with the brand itself to run the hotel. REITs may also contract with private companies to manage the property on their behalf. These businesses are often small, local, or regionally based.

The management company has sole responsibility and authority over day-to-day hotel operations, including the hotel’s energy purchases and expenditure as well as sourcing of inventory, supplies, and services.

Lastly, it is critical we mention that our members are still struggling to recover from the devastating impact of the COVID-19 pandemic. While certain portions of the business are rebounding, our industry continues to experience volatility and full recovery of profitability is likely still years away.

Further, current labor market dynamics have resulted in severe staffing shortages at all levels. In surveying our membership, nearly 50% of respondent hotels are severely understaffed and almost all members have expressed difficulty in filling open positions, both in hotels and in corporate offices.

Yet, the SEC estimates that companies will have to undertake an additional 3,400 to 4,400 hours of work in the first year, and up to 3,700 hours in years two through six, to comply with the new reporting obligations.

Layering on these new mandatory reporting obligations and associated costs will impose additional stress on our members by requiring them to redirect already limited staff to carry out time-intensive data collection and verification efforts and to incur enormous additional costs at a time when our industry is still recovering from COVID-19.

As detailed in our comments below, the variety of unique ownership and management structures coupled with the ongoing economic difficulties our industry is facing will result in a diverse set of challenges for our members as they seek to comply with various provisions of the SEC’s Rule.

TARTIŞMA

GHG Emissions Metrics

1.     Kapsam 3 metodolojileri son derece az gelişmiştir ve sonuçta bir şirketin genel emisyon profilini bozabilecek tutarsız, güvenilmez veriler üretmesi muhtemeldir. Kapsam 3 emisyonlarının toplanması ve doğrulanması, mülkiyet ve yönetim modellerinin çeşitliliği göz önüne alındığında otel sektörü için özellikle zorludur ve üyelerimize önemli yükler getirecektir. Bu nedenle SEC, Kapsam 3 emisyon raporlama gerekliliklerinin tamamını ortadan kaldırmalıdır.

  1. Lack of development and unreliability of Scope 3 methodologies

The Rule requires certain registrants to disclose their total Scope 3 GHG emissions if material, or if the registrant has set a GHG emissions reduction target or goal that includes its Scope 3 emissions.

The SEC has generally acknowledged the difficulty of Scope 3 reporting, noting that these emissions “would likely impose the greatest compliance burden for registrants due to the complexity of data gathering, calculation, and assessment required for that type of emission.

AHLA acknowledges that Scope 1 and Scope 2 reporting is a much more common practice, particularly for public companies where it is increasingly becoming the norm.

While Scope 1 and 2 reporting is currently voluntary, the available frameworks and service providers that support these disclosures are fairly robust.

Scope 3 assumptions and calculations, in contrast, are very underdeveloped. In describing the rationale for including Scope 3, the SEC notes that this category of emissions may be necessary to provide investors with a “complete picture” of how a company’s GHG emissions throughout its value chain may impact the operations and financial performance of the business.

As a practical matter, however, the available methodologies for calculating Scope 3 emissions are at best underdeveloped and, more likely, are ineffective for producing reliable and comparable information for investors.

The estimates required for calculating Scope 3 emissions vary widely and are heavily dependent on the assumptions relied on by the preparer of such calculations.

Any evaluation of such emissions would need to be reviewed in light of the specific methodologies and assumptions adopted by each reporting entity, which will inevitably vary across registrants, often by such a significant degree as to provide no comparable value to investors.

While the Rule seeks to account for these variables by allowing registrants to use ranges and estimates, the breadth and depth of these requirements necessitate a level of thoroughness that cannot be reliably achieved in our current landscape.

Insisting on emissions figures whose assumptions vary so drastically could produce a distorted picture of a registrant’s emissions profile and how that registrant compares to other companies. This could ultimately mislead investors who may rely on this information for their investment decisions.

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Juergen T Steinmetz'in avatarı

Jürgen T Steinmetz

Juergen Thomas Steinmetz, Almanya'da (1977) gençliğinden beri sürekli olarak seyahat ve turizm endüstrisinde çalıştı.
O kurdu eTurboNews 1999'da küresel seyahat turizmi endüstrisi için ilk çevrimiçi haber bülteni olarak.

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