New environmental regulations are being discussed in the European Union and there are broader moves towards integrating non-financial with financial reporting for investors and other stakeholders. CDP is working closely with climate data and non-financial reporting experts the Climate Disclosure Standards Board (CDSB), as well as industry experts, to support companies in preparing for these developments.
We invite you to join us for a webinar to show how companies can place their climate change information into their annual financial reports – using CDSB’s Reporting Framework. You will hear perspectives from regulators, business, advisers, investors and non-financial reporting experts, as well as CDSB technical staff.
Chair: Lois Guthrie – Executive Director, CDSB
Regulatory Context: Ilaria Miller – Head of Corporate Governance, UK Department of Business, Innovation and Skills
CDSB Framework: Patrick Crawford - Corporate Engagement, CDSB
Corporate perspective: Jane Thostrup Jagd – Director, Control Compliance officer, A.P. Moller-Maersk Group
Preparation: Aissata Touré – PwC (Germany)
Presentation: Jonny McCaig – Radley Yeldar
Investor perspective: Francois Passant – Executive Director, Eurosif
2. EU Proposals on Non-financial and
on Country by Country Reporting
ILARIA MILLER
CORPORATE GOVERNANCE
3. 3
The Action Plan
• Published December 2012, following of 18 months of
consultation, and is the latest comprehensive review of this
policy area.
• Seeks to modernise and enhance the current company law
framework to today s society and changing economic
environment.
• The Plan s intention is not to set out a long-term agenda;
instead to put forward a series of initiatives that can be
completed within 2 years.
• One of the main areas of action identified:
Enhancing transparency between companies and
investors: around board diversity and risk management and
improving corporate governance reporting
4. 4
Non-Financial Reporting (NFR) Proposal
• The EU Commission defines Corporate and Social
Responsibility (CSR) as:
the responsibility of enterprises for their impact on
society
• Aim: ensure a higher level of transparency around social
and environmental issues.
• The proposal has two main aims:
– improve consistency and comparability of non-financial
information; and
– increase the diversity of boards.
5. 5
EU NFR: New Requirements
• All large companies would be required to report on:
– Environmental
– Social and employee-related
– Respect for human rights and
– Anti-corruption and bribery matters
• And describe the company s policies on these issues,
results of these policies and management of related risks.
• Large (listed only) companies would also be required to
describe their diversity policy, objectives and results of
this policy, implementation
6. 6
EU NFR: Comply or Explain approach
• In an effort to harmonise member states existing
approaches, the proposal has adopted a comply or
explain model.
• When not providing required information or policies,
companies must explain why.
• Rationale is to ensure a flexible, non-intrusive approach,
by leaving companies the choice on whether or not to
adopt a specific policy.
• The draft implicitly mandates an action however the
potential burden may be minimum.
7. 7
Country-by-Country Reporting on Tax
•
The EU have just tabled a proposal to extend CBCR on
tax to all sectors
•
Application of CBCR reporting model has already been
agreed at EU level in extractive and banking sectors.
•
Further work on CBCR is being carried out under the
G8, in an effort to globalise the solution: no publication,
but reporting directly to tax authorities.
•
The OECD will produce a framework: a standardised
template will reduce administrative burdens on business.
8. 8
Next steps
• The Proposals is currently being discussed at European
Council level. The additional CBCR proposal has generated
controversy which could hinder a smooth process
• The EP JURI Committee will provide a report in early
November
• Should the Directive be adopted within the current EP term, we
do not envisage implementation in the UK before Spring 2016
19. • Reuse the financial logic and
tools
• Datatypes – and demands for
documentation locally
• Demands for the HQ
• How to make financial and nonfinancial people co-work?
Slide no. 19
Group Accounting
October 2013
20. Advantages of using financial logic, when
working with non-financial data
•
Re-use IFRS as far as possible – both on boundaries and consolidation – that
provides comparable data between financial and non-financial data
•
Re-use the financial consolidation system – it is as good as free - and there is no
implementation time – at worst a bit of training to new users. No Excel!!!
•
Re-use the reporting process – it is already known by the organisation
•
Better cooperation between financial and non-financial staff
•
•
In all fairness, non-financial staff are not very accustomed to dealing with
concepts such as: evidence, controls, monitoring, SOPs, consolidation-trees etc.
Financial employees are not so good at telling the story behind the numbers.
Group Accounting
Slide no. 20
October 2013
21. Re-using financial toolbox means?
•
Sustainability GAAP – define reporting responsibilities, boundaries, consolidation
methodology, choice of submission-system, indicators/KPIs, conversion standards,
deadlines etc.
•
Remember – collect data in its purest form, with the least amount of local
calculation-demands; e.g. CO2e-source consumptions/combustions – not in CO2eunits. This way you eliminate a big local error-risk of wrong conversioncalculations
•
Upload sheets
•
Explanation sheets
•
Quality assurance tools on Business Unit and Group level
•
EuroSox control inventories, which are presented to the Audit Committee
•
Demands for sign off on data, explanations, and control environment from reporting
units
Group Accounting
Slide no. 21
October 2013
22. Data types and demands for the documentation
locally
2 data types: Documentable and probable data
Please ensure to define the data types in the accounting policies in the report –
courtesy of the reader, who are to use these data in his analysis
Definitions and examples:
Requirements for documentation:
Documentable data:
For example: CO2e, energy, FTEs
segregated by genders and managementlayers, employee turnover, LTIs, exposure
hours own employees, fatalities, donations
and all governance data
Documentable data:
ISA 500
The documentation is from external
sources, effectively controlled, it is direct
evidence - no inferences, in writing, and
original
Probable data:
For example: water, waste, exposure
hours contracted staff
Probable data:
To the extent ISA 500 evidences exist use that
Data must always be defendable, so
assumptions of the probable data must be
made in writing and shall be verified by
the reviewer.
Group Accounting
Slide no. 22
October 2013
23. Demands for the HQ
•
Software Selection - NOTE: Excel is NOT a consolidation tool. It is no-go
•
Maintain GAAP – no local rules are allowed in group-reporting
•
HQ must on top of the local control environments make sanity-check of data. To a
large extent comparison of financial and non-financial notes is very useful, e.g.:
•
•
•
•
•
•
•
•
FTEs from financial reporting can be re-used. If there are FTEs in an entity, then there must be
at least electricity, water and waste. There may also be heating of a kind - but it depends on
geography
Cost data for CO2 sources (diesel, electricity , oil etc.) should be compared with consumption
volumes per entity per activity – this can also ensure units are right
Electricity and district heating should be obtained per country. If the country-choice deviates
strongly from the home country of the entity – get an explanation
If the entity owns/leases machines and/or transportation equipment etc., then there must also
be CO2 source consumption.
The reporting unit must explain themselves if reporting deviates, when making these
simple logical tests
Make sure all line-by-line consolidated entities, that report financially, also report
non-financially (subsidiaries and joint operations – also non-operated entities) – if
not, you will get non-financial data with no financial context => then the nonfinancial data explains nothing about anything
Make sure all submit explanation sheets => much easier and more robust
explanations can be developed at Group
Make sure the reporting unit get sign off from local CEO and CFO on data and
explanations.
Group Accounting
Slide no. 23
October 2013
24. How to make non-financial and financial
people co-work?
•
Apart from the obvious ”tone at the top”
•
For instance consider the following:
•
Establish teams in each reporting unit consisting of both financial and non-financial
people.
•
Highlight and praise the different abilities – together we become better
• Non-financial people find and document the data – and the financial people control
and submit the data in the consolidation system to Group
• They could co-work to establish sound explanations for development in data
• They could co-work to define and implement controls
•
Establish workshops where both financial and non-financial people participate
• Discuss defintions, appropriate controls & evidences, tools, and developments in
new requirements for new reporting etc. – and not the least share best practice
Group Accounting
Slide no. 24
October 2013
25. Questions?
• Thank you for the attention
• Contact:
jane.thostrup.jagd@maersk.com
Director, Control Compliance Officer
Slide no. 25
Group Accounting
October 2013
27. The <IR> Consultation Draft
Definition
<IR> is a process that results in communication by an organization,
most visibly a periodic integrated report, about value creation over
time.
An integrated report is a concise communication about how an
organization’s strategy, governance, performance and
prospects, in the context of its external environment, lead to the
creation of value over the short, medium and long term
Source: Consultation Draft of the International <IR> Framework (16 April 2013), p.8
Integrated Reporting
PwC
October 2013
Slide 27
28. Integrated reporting and the integrated report
Alternative pathways and what we see in practice
Annual and Integrated
Report
CR Report
Annual Report
CR Report
CRChapter
Combination
Integrated Reporting
PwC
Sustainability
Integrated Report
Website
Compliance
MI
Investors
Integration in Annual
Report
Primary
Report
Online
Integrated
Report
CR
Fin. Statements and
Notes
Integrated
Report
Embedding
Other key
stakeholders
Limited inclusion
Fin. Statements and
Notes
Annual Report
Integrated Reporting
October 2013
Slide 28
29. Joining the dots: Connectivity and moving away from
silo reporting are key – Same volume, different insight
Pieces of information
without connectivity
Number of pieces=40
Close-up pictures
(partial connectivity)
without big picture
Number of pieces=40
Big picture
Number of pieces=40
Observation on status quo:
Many companies are taking their first steps towards integrated reporting. Stand-alone
sections of reporting often provide excellent communication, but opportunities to connect this
information to other areas in the report, in particular segment reporting, are often missed.
Integrated Reporting
PwC
October 2013
Slide 29
30. Challenge: Getting the systems right to gather the right
information in the right quality
Source: IIRC survey of pilot companies – year one
Challenges from the perspective of the IIRC Pilot Programme Participants
• on-going need to enhance systems
• synchronising and integrating systems
BENEFITS
• data quality, rigor applied to non-financial data
Integrated Reporting
PwC
October 2013
Slide 30
31. How can companies get there?
5
Reporting
maturity
Future vision
Obtain integrated
external assurance
Assess controls and information
gaps and obtain assurance over
all material disclosures
3
Develop and embed
integrated strategy
4
Implement
integrated business
reporting
1
Assess baseline and
determine ambition
2
Current state
Strategic alignment of
financial and non-financial
reporting
Fully integrated reporting
with integrated external
assurance
Identify
material
issues
Develop data collection,
management-level reporting
systems and processes as well
as external communications
blueprints
Time
Integrated Reporting
PwC
October 2013
Slide 31
32. Implement integrated business reporting – Illustrative
example how to integrate non-financials into standard reporting
Analysis of external factors
Reduction of CO2
emissions in
production and
products
Analysis of stakeholder
expectations
Analysis of internal factors
KPIs
Measure
Relevance
Energy efficiency
Reporting cycle
Processes/Systems
Social standards in
the supply chain
Responsible
Financial KPIs
Revenue per supplier
€
…
Non-financial KPIs
Share of suppliers with ecocertification
CO2 per m2 freight
t/m2
Total CO2 emissions
Energy use per
m2
storage
Energy from renewables
t
kWh/m2
kWh
Entwicklungen im Controlling von Non-Financials
PwC
22. April 2013
32
33. Obtain integrated external assurance – How to establish
an appropriate control environment for non-financial data
Idea: Extension of the COSO-model, which is widely used for documentation,
analysis and design of the internal control systems, to material non-financial
reporting information and systems:
Effectiveness and Efficiency
of Operations
Reliability of Reporting
Compliance with
Laws and Regulations
„Integrated Reporting“ in der Praxis
PwC
15. Mai 2012
Seite 33
34. Key steps and challenges on the way towards
integrated reporting in line with the <IR> framework
Key for integration of non-financials into mainstream
corporate reporting: Improvement of quality
! Alignment with financial reporting processes /systems for monitoring, steering
and timely reporting of material non-financials over all organisational levels
! Implementation of robust processes and controls and/or integration of material
non-financial information into existing internal control framework
Key challenges on the way to <IR>:
• Complexity of many non-financial aspects, lack of measurability, etc.
• Much broader scope of the <IR> framework:
! Reporting on all material capitals (inputs, outputs, outcomes)
! Reporting beyond organisational boundaries (i.e. beyond scope of
consolidation for financial reporting)
Integrated Reporting
PwC
October 2013
Slide 34
50. Demand for Extra-Financial Information Is Growing
ESG Integration
ESG Engagement / Voting
- Growth since 2009: 14%
- Growth since 2009: +17%
- UN-backed Principles for Resp. Invest. (PRI)
Top countries: UK, Netherlands,
Denmark
- Top markets: France, UK, Netherlands
- Spreading to other markets (eg.
Southern Europe)
Source: Eurosif
51. Why Does It Matter To Investors #1
Extra-Financial Information Can Be Material
More and more evidence around the materiality of extra-financial
factors
o Some academic and empirical evidence of link betw. “CSR”
performance, corporate financial performance and cost of capital
o Reputational risks
54. European Investors’ Current Perceptions Of NFR
Existing non-financial
information published by
European companies is
linked to CSR policy
69% agree
Current levels of disclosure is
sufficient to assess the
financial materiality of nonfinancial factors
93% disagree
Existing non-financial
information published by
European companies is
linked to business strategy
and risks
74% disagree
Source: Eurosif / ACCA, Non-financial reporting: what investors expect from public
policy reforms, 4 June 2013
55. European Investors’ Expectations Of NFR
77% of respondents agreed
qualitative statements
are essential
to assess the materiality
of non-financial information.
97% of respondents agreed
key performance indicators
are essential
to assess the materiality of
non-financial information
93% of respondents agreed
current non-financial
reporting practices
do not provide sufficient
comparability
across companies.
92% of respondents agreed
non-financial information
should be integrated
with financial information.
Source: Eurosif / ACCA, Non-financial reporting: what investors expect from public
policy reforms, 4 June 2013
56. Conclusion: NFR Is Key For Investors
• Materiality
• Timeliness
• Comparability (standards / KPIs)
• Forward-looking
• Integrated to Financial results & projections
Eurosif supportive of EC NFR proposal
Eurosif supportive of Integrated Reporting concept
Eurosif involved in CLEAR Info Project (environm. data, EC Life+)