Governance Briefing — SEC human capital disclosure rule elevates workforce oversight

Executive briefing: The final rule adds principles-based Item 101(c)(2), directing registrants to provide narrative human capital disclosures material to their business, such as workforce development, retention, health and safety, and diversity metrics. It also revises legal proceedings thresholds and risk factor presentation to sharpen board and audit committee oversight of workforce risks.^{Final Rule, Section II.A.2, pp. 47–56}

Board and reporting actions

• Disclosure mapping. Inventory existing workforce KPIs and controls to determine which measures are material enough for inclusion in Form 10-K and 20-F filings.
• Governance evidence. Document board-level oversight of human capital strategy, including succession planning and workforce safety reporting lines.
• Internal controls. Align SOX and ESG data controls for human capital metrics to support attestation and investor inquiries.

Sources

• SEC Release No. 33-10825 — Modernization of Regulation S-K Items 101, 103, and 105
• SEC press release on human capital disclosure modernization

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