About “Stakeholder Capitalism”: The Public Debate

Here is the Transition — From the Long-Dominant Worldview of “Stockholder Capitalism” in a Changed World to…Stakeholder Capitalism!

by Hank Boerner – Chair & Chief Strategist – G&A Institute

October 2020

As readers of of G&A Institute’s weekly Sustainability Highlights newsletter know, the shift from “stockholder” to “stakeholder” capitalism has been underway in earnest for a good while now — and the public dialogue about this “21st Century Sign of Progress” has been quite lively.

What helped to really frame the issue in 2019 were two developments:

  • First, CEO Larry Fink, who heads the world’s largest asset management firm (BlackRock) sent a letter in January 2019 to the CEOs of companies in portfolio to focus on societal purpose (of course, in addition to or alongside of corporate mission, and the reasons for being in business).
  • Then in August, the CEOs of almost 200 of the largest companies in the U.S.A. responded; these were members of influential Business Roundtable (BRT), issuing an update to the organization’s mission statement to embrace the concepts of “purpose” and further cement the foundations of stakeholder capitalism.

These moves helped to accelerate a robust conversation already well underway, then further advanced by the subset discussion of Corporate America’s “walking-the-talk” of purpose et al during the Coronavirus pandemic.

Now we are seeing powerful interests weighing in to further accelerate the move away from stockholder primacy (Professor Milton Friedman’s dominant view for decades) to now a more inclusive stakeholder capitalism.  We bring you a selection of perspectives on the transition.

The annual gathering of elites in Davos, Switzerland this year — labeled the “Sustainable Development Impact Summit” — featured a gaggle of 120 of the world’s largest companies collaborating to develop a core set of common metrics / disclosures on “non-financials” for both investors and stakeholders. (Of course, investors and other providers of capital ARE stakeholders — sometimes still the inhabiting the primacy space on the stakeholder wheel!)

What are the challenges business organizations face in “making business more sustainable”?

That is being further explored months later by the World Economic Forum (WEF-the Davos organizers) — including the demonstration (or not) of excellence in corporate citizenship during the Covid-19 era. The folks at Davos released a “Davos Manifesto” at the January 2020 meetings (well before the worst impacts of the virus pandemic became highly visible around the world).

Now in early autumn 2020 as the effects of the virus, the resulting economic downturn, the rise of civil protests, and other challenges become very clear to C-suite, there is a “Great Reset” underway (says the WEC).

The pandemic represents a rare but narrow window opportunity to “reflect, reimagine, and reset our world to create a healthier, more equitable, and more prosperous future.”

New ESG reporting metrics released in September by the World Economic Forum are designed to help companies report non-financial disclosures as part of the important shift to Stakeholder Capitalism.

There are four pillars to this approach:  People (Human Assets); Planet (the impact on natural environment); Prosperity (employment, wealth generation, community); and Principles of Governance (strategy, measuring risk, accounting and of course, purpose).

The WEF will work with the five global ESG framework and standard-setting organizations as we reported to you recently — CDSB, IIRC, CDP, GRI, SASB plus the IFAC looking at a new standards board (under IFRS).

Keep in mind The Climate Disclosure Standards Board was birthed at Davos back in 2007 to create a new generally-accepted framework for climate risk reporting by companies. The latest CDSB report has 21 core and 34 expanded metrics for sustainability reporting. With the other four collaborating organizations, these “are natural building blocks of a single, coherent, global ESG reporting system.”

The International Integrated Reporting Council (IIRC, another of the collaborators) weighed in to welcome the WEF initiative (that is in collaboration with Deloitte, EY, KPMG and PWC) to move toward common ESG metrics. And all of this is moving toward “COP 26” (the global climate talks) which has the stated goal of putting in place reporting frameworks so that every finance decision considers climate change.

“This starts”, says Mark Carney, Governor, Bank of England, and Chair of the Financial Stability Board, “with reporting…this should be integrated reporting”.

Remember, the FSB is the sponsor of the TCFD for climate-related financial disclosure.  FSB is a collaboration of the central banks and treasury ministries of the G-20 nations.

“COP 26 was scheduled for November in Glasgow, Scotland, and was postponed due to the pandemic. We are now looking at plans for a combined 26 and 27 meeting in November 2021.”  Click here for more information.

There is a lot of public dialogue centered on these important moves by influential players shaping and advancing ESG reporting — and we bring you a selection of those shared perspectives in our Top Stories in the Sustainability Highlights newsletter this week.

Top Stories On Davos & More

And then there is this, in the public dialogue on Stakeholder Capitalism, adding a dash of “reality” from The New York Times:

Corporate Sustainability Reporting: Changes in the Global Landscape – What Might 2021 Bring?

by Hank Boerner – Chair & Chief Strategist, G&A Institute

Change is a-coming – quite quickly now – for corporate sustainability reporting frameworks and standards organizations.  And the universe of report users.

Before the disastrous October 1929 stock market crash, there was little in the way of disclosure and reporting requirements for companies with public stockholders. The State of New York had The Martin Act, passed in 1921, a “blue sky law” that regulates the sales and trades of public companies to address fraud issues.  That was about it for protecting those buying shares of public companies of the day.

Under the 100 year old Act, the elected New York State Attorney General is the “Sheriff of Wall Street — and this statute is still in effect. (See: AG Eliot Spitzer and his prosecution of the 10 large asset managers for analyst shenanigans.)

President Franklin Delano Roosevelt, elected two-term governor of NY before his election to the highest office in November 1932, brought along a “brains trust” to Washington and these colleagues shaped the historic 1933 Securities Act and 1934 Securities Exchange Act to regulate corporate disclosure and Wall Street activities.

Story goes there was so much to put in these sweeping regulations for stock exchanges, brokerage houses, investor protection measures and corporate reporting requirements that it took two different years of congressional action for passage into law in the days when Congress met only briefly and then hastened home to avoid the Washington DC summer humidity and heat.

The Martin Act was a powerful influence on the development of foundational federal statutes that are regularly updated to keep pace with new developments (Sarbanes-Oxley, 2002, updated many portions of the 1934 Act).

What was to be disclosed and how? Guidance was needed by the corporate boards and executives they hired to run the company in terms of information for the company’s investors. And so, in a relatively short time “Generally Applied Accounting Principles” began to evolve. These became “commonly accepted” rules of the road for corporate accounting and financial reporting.

There were a number of organizations contributing to GAAP including the AICPA. The guiding principles were and are all about materiality, consistency, prudence (or moderation) and objectivity like auditor independence verifying results.

Now – apply all of this (the existing requirements to the Wild West of the 1920s leading up to the 1929 financial crash that harmed many investors — and it reminds one of the situations today with corporate ESG, sustainability, CR, citizenship reporting.  No generally applied principles that all can agree to, a wide range of standards and frameworks and guidance and “demands” to choose from, and for U.S. companies much of what is disclosed is on a voluntary basis anyway.

A growing chorus of institutional investors and company leaders are calling for clear regulatory guidance and understanding of the rules of the road from the appointed Sheriffs for sustainability disclosures – especially in the USA, from the Securities & Exchange Commission…and the Financial Accounting Standards Board (FASB), now the two official keepers of GAAP.

FASB was created in the early 1970s – by action of the Congress — to be the official keeper of GAAP and the developer of accounting and reporting rules.  SOX legislation made it official; there would be two keepers of GAAP — SEC and FASB.  GAAP addressed material financial issues to be disclosed.

But today for sustainability disclosure – what is material?  How to disclose the material items?  What standards to follow?  What do investors want to know?

Today corporates and investors debate the questions:  What should be disclosed in a consistent and comparable way? The answers are important to information users. At the center of discussion: materiality everyone using corporate reports in their analysis clamors for this in corporate sustainability disclosure.

Materiality is at the heart of the SASB Standards now developed for 77 industry categories in 11 sectors. Disclosure of the material is an important part of the purpose that GAAP has served for 8-plus decades.

Yes, there is some really excellence guidance out there, the trend beginning two decades ago with the GRI Framework in 1999-2000. Publicly-traded companies have the GRI Standards available to guide their reporting on ESG/sustainability issues to investors and stakeholders.

There is the SAM Corporate Sustainability Assessment (CSA), now managed entirely by S&P Global, and available to invited companies since 1999-2000. (SAM was RobecoSAM and with Dow Jones Indexes managed the DJ Sustainability Indexes – now S&P Global does that with SAM as a unit of the firm based in Switzerland.)

Since 2000, companies have had the UN Global Compact principles to include in their reporting. Since 2015 corporate managers have had the UN Sustainable Development Goals (SDGs) to report on (and before that, the predecessor UN Millennium Development Goals, 2000-2015). And the Task Force on Climate-Related Financial Disclosure (TCFD) recommendations were put in place in 2017.

The Securities & Exchange Commission (SEC) in February 2010 issied “guidance” to publicly-traded companies reminded corporate boards of their responsibility to oversee risk and identified climate change matters as an important risk in that context.

But all of these standards and frameworks and suggested things to voluntarily report on — this is today’s thicket to navigate, picking frameworks to be used for telling the story of the company’s sustainability journey.

Using the various frameworks to explain strategy, programs, actions taken, achievements, engagements, and more – the material items. Profiling the corporate carbon footprint in the process. But there is no GAAP to guide the company for this ESG reporting, as in the example of financial accounting and reporting.

Institutional investors have been requesting more guidance from the SEC on sustainability et al reporting.  But the commission has been reluctant to move much beyond the 2010 risk reminder guidance even as literally hundreds of publicly-traded companies expand their voluntary disclosure.  And so we rely on this voluntary disclosure on climate change, diversity & inclusion efforts, political spending, supply chain management, community support, and a host of other ESG issues. (Human Capital Management was addressed in the recent Reg S-K updating.)

We think 2021 will be an interesting year in this ongoing discussion – “what” and “how” should companies be disclosing on sustainability topics & issues.

The various providers of existing reporting frameworks and standards and those influencing the disclosures in other ways are moving ahead, with workarounds where in the USA government mandates for sustainability reporting do not yet exist.

We’ve selected a few items for you to keep up with the rapidly-changing world of corporate ESG disclosures in our Top Stories and other topic silos.

There are really important discussions!  We watch these developments intently as helping corporate clients manage their ESG / sustainability disclosures is at the heart of our team’s work and we will continue to keep sharing information with you in the Highlights newsletter.

More about this in The Wall Street Journal with comments from G&A’s Lou Coppola: Companies Could Face Pressure to Disclose More ESG Data (Source: The Wall Street Journal)
TOP STORIES

Lively Discussions: The Move Toward Harmonized Corporate ESG / Sustainability Reporting

September 22 2020

by Hank Boerner – Chair & Chief Strategist – G&A Institute

There are lively discussions going on, centered on improving publicly-traded company disclosure and reporting – and especially ESG reporting…that is, storytelling about the company’s “non-financials” (in accounting-speak).  And the story of the corporate sustainability story for those-in-the-know!

The proliferation of ESG / sustainability reporting frameworks, standards, information platforms, industry guidance, stock exchange guidance and much more has been astounding in recent years.

We think of all this as about the organizing of the storytelling about a company’s sustainability journey and what the enterprise has accomplished. 

And why the story matters to society…to investors, employees, customers, suppliers, communities…and other stakeholders.

And it has a been a long journey to the state of today’s expanding corporate ESG disclosure.

The start of mandating of periodic financial and business mandated disclosure goes back to the 1930s with passage of landmark federal legislation & adopted implementation (compliance) rules for publicly-traded companies in the United States.

Corporate financial disclosure in concept is all about providing shareholders (and potential investors) with the information they need to make buy-sell-hold decisions.

The sturdy foundations of mandated corporate disclosure in the U.S. are the laws passed after the 1929 stock market crash – the 1933 Securities Act and 1934 Exchange Act.  These laws and the bodies of rules deriving from them have been constantly updated over the years, including with Sarbanes Oxley legislation in 2002 and Dodd Frank in 2010. These mandate or guide and otherwise provide the rules-of-the-road for financial disclosure for company managements.

Disclosure has steadily moved well beyond the numbers – Sarbanes-Oxley updated the 1930’s laws and addressed many aspects of corporate governance, for example.

Voluntary Disclosure & Reporting – ESG Issues & Topics
Over the past 40 years, beyond the financials, corporate voluntary non-financial disclosure has been steadily increasing, as investors first embraced “socially responsible investing” and moved on to sustainable & responsible & impact investing in the 21st Century.

Asset owner and asset manager (internal and external) requests for ESG information from publicly-traded companies in portfolio has steadily expanded in the depth and breadth of topic and issue areas that institutional investors are focused on – and that companies now address in significantly-expanded ESG disclosures.

Today, investor interest in ESG / sustainability and related topics areas is widespread throughout asset classes – for equities, equity-focused products such as imutual funds and ETFs, fixed-income instruments, and now credit risk, options and futures, fixed assets (such as real estate), and more.

With today’s dramatic increase in corporate sustainability & ESG reporting, the maturation of reporting frameworks and standards to help address the internal need for better organizing non-financial data and information and accompanying ESG financial disclosure.

And all of this in the context of trying to meet investor demands.  Today with expanded ESG disclosure, corporate executives find that while there are more resources available to the company, there is also more confusion in the disclosure process.   Investors agree.

Common Complaints:  Lack of Comparability, Confusion, Demand for Change
The result of increasing demand by a widening range of investors for accurate, detailed corporate ESG information and the related proliferation of reporting frameworks and standards can and has resulted in confusion among investors, stakeholders and companies as to what is important and material and what is frill.

This especially as corporate managements embrace various elements of the available frameworks and standards and industry guidance and ESG ratings for their still-voluntary ESG reporting.

So where do we go from here?  In our selection of Top Stories for you, we bring you news from important players in the ESG reporting process as they attempt to move in the direction of more uniform, comprehensive, meaningful and decision-ready corporate ESG reporting. That investors can rely on.

The news for you is coming from GRI, SASB, GSSB, IIRC, CDSB, and CDP (among others) – all working to get on the same page.

The aim: to benefit corporate reporters – and the users of the reports, especially capital market players.

Because in the end, ESG excellence is all about winning in the competition for access to capital. Accurate, timely, comprehensive comparable ESG information is key!

Top Stories

Corporate ESG Stakeholders – Materiality Matters – Quality Over Quantity to Have Compelling Reporting

August 10 2020

By Pam Styles, Principal and Founder, Next Level Investor Relations, and G&A Institute Fellow

Will ESG/Sustainability be more or less in the forefront as economies attempt to recover from the COVID-19 pandemic?  Survey results vary, but a common theme is that materiality and quality of a company’s strategic sustainability focus and reporting will be expected.

Sustainability in Economic Recovery
A recent survey of publicly listed U.S. company executives by the Conference Board™ suggests that well over half (59%) believe the COVID-19 pandemic will have little or no negative impact on growing interest in company sustainability programs overall, while a majority within these results believe the pandemic may shift the focus of sustainability, e.g. more to people, supply chain, etc.

A survey of recent company announcements related to sustainability formed the basis for the article, Is sustainability undergoing a pandemic pause?  by Joel Makower, CEO of GreenBiz. He concludes that, “Unlike previous economic downturns, sustainability isn’t being jettisoned in the spirit of corporate cost-savings. It’s being kept alive as part of a pathway back to profitability.”

These are challenging but exciting times, and there is every reason to believe that ESG/sustainability can and will be in the forefront as companies, communities and countries recover from the COVID-19 pandemic. 

Materiality Matters
That said, heightened emphasis on materiality in sustainability reporting has gained traction, in response to perceived “greenwashing” by companies in sustainability communications.  The trap of greenwashing has been prevalent enough to frustrate many third-party stakeholders and gain attention across the field.

Most major voluntary frameworks for corporate sustainability reporting guidance now separately and collectively encourage companies to pay attention to the materiality of reported content. This includes GRI, SASB, IIRC, TCFD, CDP and others.

The Chartered Financial Association (CFA), the Big Four accounting houses, law firms and others are also stepping-up the pressure on corporations to bring sustainability reporting to a next level of materiality focus and quality.

Governance & Accountability Institute succinctly captures the breadth of concern,

“Materiality is an important cornerstone of an effective corporate sustainability process…Without an effective materiality process (and mapping) companies can waste time, effort, human resources and financial investment on issues that will provide little or no benefit in sustainability and responsibility reporting — or may even serve to further cloud and confuse the company’s stakeholders and shareholders…Companies committed to position themselves as recognized leaders in sustainability require the materiality determination process to be thorough, accurate, and effective to implement their Sustainability program.”

Compelling Reporting
Less-is-more… your company sustainability report need not be lengthy!  It needs to focus the reader on, where and how your particular company can effectively prioritize its sustainability efforts.

Those who read a lot of sustainability reports can quickly distinguish between sustainability platitudes and substantive content. The former can be perceived as a possible sign that the reporting company has not truly integrated sustainability into its business.”

As John Friedman writes in his newly-released book, Managing Sustainability, First Steps to First Class,

“For this reason, it is important, always, to adopt and use the language of business rather than advocacy or philanthropy when integrating sustainability into any business…too often sustainability professionals speak in terms of “doing well by doing good’ and the “Sustainable Development Goals” rather than the more compelling arguments that link sustainability programs to the established (and more familiar) business imperatives such as “improving business processes,” “implementing best practices,” and “return on investment.”

 A recent joint report by the U.S. Chamber of Commerce and Center for Capital Markets Competitiveness report on ESG Reporting Best Practices, makes other relevant observations including:

“… materiality determination may differ based on the diverse characteristics of different companies…”

“… while the word “materiality” is used by some constituencies to connote different meanings, the term has a well-established definition under the U.S. federal securities laws”

 “Issuers preparing ESG reports should explain why they selected the metrics and topics they ultimately disclose, including why management believes those metrics and topics are important to the company.”

 “Disclosure should not be a tool for advancing interests that are not aligned with the company’s ability to create value over time”

 Company leadership may find that…

  • renewed attention to materiality can help streamline internal efforts and strengthen the basis of information that Company corporate communications and spokespersons rely on.
  • having a clear materiality basis enables your communications team to clearly indicate ‘n/a’ or ‘not material’ in some fashion, where applicable, as opposed to not responding or to staying silent within external sustainability reporting and questionnaire responses (obviously seek legal counsel as warranted).
  • having a clear ESG materiality basis can help avoid frustration, confusion, and misunderstanding in external communications – and, yes, minimize guessing or interpolation by third party stakeholders.
  • Renewed attention to materiality helps everyone focus on the substance of your company’s sustainability efforts, strategic positioning and reporting.

Ensuring the company’s sustainability and survival and contributing to the economic recovery post-pandemic are too important to waste time or money communicating trivial metrics.

Final Word
Sustainability is more important now than ever, as we urgently work together to lift our companies, economies and stakeholders up in the wake of the devastating pandemic.

This urgency will require every company to play to its strengths, stretch where appropriate and produce compelling sustainability reports (website and other collateral communications too).  It will require strength of conviction that materiality matters – courage to clearly communicate when particular large or small performance elements of sustainability framework guidelines do not apply to your company and are simply not material for a framework response or third-party consideration.

Pamela Styles – Fellow G&A Institute – is principal of Next Level Investor Relations LLC, a strategic consultancy with dual Investor Relations and ESG / Sustainability specialties.

1st in Series: The Software / IT Services Industry – GRI & SASB Standards In Focus – Perspectives on Alignments & Differences

SERIES INTRODUCTION 
GRI & SASB In Focus – Perspectives on Alignments & Differences

Notes from the G&A Institute Team on the series of commentaries by members of the G&A Sustainability Report Analyst Interns…

With the recent publication of the much-anticipated “Report on US Sustainable, Responsible and Impact Investing Trends 2018” issued by US SIF showing that ESG has really hit the capital markets’ mainstream — with $1-in-$4 in the US (by professional investment managers now incorporating ESG).  And, with the recent petition urging mandatory ESG reporting — submitted to the Securities & Exchange Commission by institutional investors  — he need to develop a more standardized framework for corporate ESG reporting is more pressing than ever before.

A recent discussion paper — “Investor Agenda For Corporate ESG Reporting” — with inputs from the CFA Institute, ICGN, PRI, CERES, GSIA, GIIN, and the UNEP-FI — further highlights this issue.

Among other things, the discussion paper emphasizes the need for participants of the Corporate Reporting Dialogue (participants include reporting standard setters – GRI, SASB, CDP, IIRC,CDSB, ISO, FASB, and IFRS) to deliver on their promise to work together to develop a more unified agenda on ESG reporting.

As part of our company’s role as the GRI Data Partner in the USA, UK and Republic of Ireland, G&A Institute’s Sustainability Report Analyst-Interns analyze thousands of sustainability reports each year and contribute the information to the GRI’s Sustainability Disclosure Database. This is the largest publicly-accessible sustainability disclosure database in the world (with now over 50,000 sustainability reports included, dating back to the start of the GRI).

Many of the corporate reports the G&A analysts process use the GRI Standards — and a number have now started to implement aspects of the SASB Standards as well in their disclosure and reporting process, depending on their sector and industry categories.

In their ongoing work, G&A’s Sustainability Report Analyst-Interns have been comparing the two standards for disclosure in specific industries as they carefully examine the corporate reports, and consider two standards’ alignment, similarities and differences.

In this series G&A’s Sustainability Report Analyst-Interns share their own perspectives as they have analyzed reports and noticed similarities and differences.

* * *

We begin our series of shared perspectives with the perspectives of Minalee Busi, looking at the Software and IT Services Industry.

Comments by Minalee Busi – G&A Sustainability Report Analyst-Intern

Discussion regarding sustainability reporting is usually more focused in context of resource intensive industries, and the Software and IT Services sector is often left out.

With sustainability being a major factor in competitive advantage and investor decision-making, Software and IT Services companies need to re-think their sustainability reporting strategies, if they are not already at that point.

SASB identifies a limited number of material issues for the industry for corporate reporting, such as:
• environmental footprint of hardware infrastructure,
• data privacy and freedom of expression,
• data security,
• recruiting and managing a diverse skilled workforce, and
• managing systematic risks from technology disruptions.

Environmental Disclosures

The disclosure suggestions set forth by both the SASB and GRI Standards are in fact quite comparable, and in alignment with each other for some topics.

For example, both standards suggest companies to report on the energy consumed (both renewable and non-renewable) — but with different reporting boundaries.

SASB suggests reporting consumption within the organization — and the GRI Standards ask to additionally include consumption outside of the company.

However, GRI Standards also include disclosures in terms of energy reduction due to conservation and efficiency initiatives — which SASB disclosures do not include.

Similarly, though both the disclosure frameworks require information about water withdrawal and consumption, GRI also expects detailed reporting on water discharge into different water bodies, with information such as whether water was treated before discharge and whether they follow international standards on discharge limits.

The GRI Standards also include disclosure on recycling — which although not very comprehensive, is completely non-existent in the SASB sector disclosure.

Given the increasing e-waste generated by the IT industry, both GRI and SASB could consider including more detailed disclosures in this area for addressing material risks companies face.

Addressing Data Security/Privacy

In terms of data security, both standards include suggestions of disclosures related to data breaches and the number of users affected. But since SASB disclosures are designed to be industry-specific standards, more detailed reporting requirements in terms of data privacy and freedom of speech are found in SASB — including information on secondary usage of user data and monetary losses as a result of legal proceedings associated with user privacy.

Other such additional detailed areas of sector-/industry-specific disclosures by SASB which are not specified in the GRI standards are topics under managing systematic risks — such as performance issues, downtime and service disruptions due to technological impediments; and, activity metrics related to data storage, processing capacity and cloud-computing.

Disclosures with respect to monetary losses due to legal proceedings around intellectual property protection and competitive behaviour can also be found in the SASB Standards.  These disclosures can be loosely be aligned with the GRI disclosures under non-compliance with laws in the socio-economic arena.

S/Social Reporting

With respect to the “S” (social domain) of corporate ESG reporting, both of the standards suggest reporting on employee diversity, with GRI focusing on categories such as age, gender and minority representation and SASB additionally suggesting reporting on data related to the percentage of employees who are (1) foreign nationals and (2) located offshore.

Interestingly, although SASB disclosures are industry specific standards and the IT industry is mainly dependent on human and intellectual capital, there is no specific suggestion of reporting on training and education of employees.

GRI Standards appear to be filling this gap with suggestions of detailed disclosures on average training hours, upskilling and transition assistance programs and information related to employee performance reviews.

Sustainability Reporting Criteria

The GRI Standards have extensive sustainability reporting criteria, of which a major portion of the disclosures fall under the “General Disclosures” — which include materiality, measurement approaches, consistency and comparability of reporting, external assurance, supply chain information, sustainability strategies, and ethics and integrity. This to me is seemingly more transparent as compared to the SASB Standards.

Another such area is stakeholder engagement, which exists in the SASB Standards only in the form of percentage of employee engagement.

The category of Discussion and Analysis under SASB Standards does require reporting on strategic planning about each of the material topics identified, which can be mapped to the Management Approach (DMA) disclosures recommended under each material Topic-specific disclosure area of the GRI Standards.

Alignment – and Gaps

With the above overview, the SASB disclosures and GRI Standards can be seen in alignment with respect to some material topics while having some gaps in others.

However, since both the standards are developed to address the needs different stakeholders – with GRI aiming a broader set of stakeholders and the SASB majorly targeting mainstream U.S. investors — they should not be seen by report preparers as being in competition with each other.

I believe that the efforts of the CDP and important sustainability reporting standards-setters such as GRI and SASB will certainly be welcomed by companies and other stakeholders now struggling to keep up, but the question remains if such collaborations can ultimately lead to the desired standardised sustainability reporting framework that many investors actively seek.

#  #  #

Note:  This commentary is part of a series sharing the perspectives of G&A Institute’s Analyst-Interns as they examine literally thousands of corporate sustainability / responsibility reports.  Click the links below to read the other posts in the series:

The State of Sustainable / ESG Investment in 2018: The State of Corporate Sustainability Reporting & How We Got Here

by Hank Boerner – Chair & Chief Strategist, G&A Institute

In this issue of our weekly newsletter we brought you two important Top Stories that capture the state of sustainable investing from varying points-of-view. 

We selected these research efforts for their value to both corporate managers and investment professionals.

  • Corporate staff can use the findings to “make the case” upward to C-suite and boardroom using both documents.
  • Investors not yet on board with Sustainable / ESG investing can gain valuable insights from both reports.

First is the report by Guido Giese and Zoltan Nagy at MSCI – “How Markets Price ESG” – addressing the question “have changes in ESG scores affected market prices?”

MSCI examines the changes in companies ESG scores, “ESG momentum” — either strong or negative for the companies being rated. Using the firm’s model, the research showed that markets reacted “most sensitively” to improvements in a public company’s characteristics rather than to declines in ESG performance, among many other takeaways in the full report.

The takeaway is that changes in ESG profiles of companies certainly affect company valuations.  The change in ESG characteristics showed the strongest move in equity pricing over a one-year horizon compared to shorter or longer time frames.  The report contains a well designed, thorough methodology which clearly demonstrates the importance of a public company’s ESG profile.

The MSCI score, the authors point out, is a proxy for the ESG-related information that the market is processing. (All MSCI ESG scores are updated at least once a year.)  There’s good information for both corporate managers and investment professionals in the 25-page report.

The second report is a snapshot of the “State of Integrated and Sustainability Reporting 2018” — issued by the Investor Responsibility Research Institute (IRRCI)Sol Kwon of the Sustainable Investments Institute (Si2) is the author and colleague Heidi Welsh is editor.  (IRRCI and Si2 regularly publish research reports together.)

The report charts the evolution of corporate sustainability reporting, which got off to a modest start in the 1980s – then on to the 1990s when corporate sustainability reports as we know them today as investors and companies adopted ESG or Triple Bottom Line approaches.

Key:  Another transition is underway, writes author Kwon, the “value creation” (a/k/a shared value) which should lead to more holistic reporting of inputs and outputs…and the emergence of the integrated report.

In 2013, IRRCI had Si2 look at the state of integrated reporting among the S&P 500® companies and examined practices again for this year’s report.  (The earlier work focused on what companies were reporting without regard to status as “mandated” or “voluntary” disclosure.)  Much progress has been made – for one thing, investor attention on ESG matters is much higher today…making corporate sustainability reporting ripe for the next phase.

The details are set out for you in the IRRCI report including trends and examples in use of reporting frameworks (GRI, SASB, IIRC), Quality, Alignment with SDGs, Inclusion of Sustainability in Financial Reports, Investor Engagement / Awareness, Board Oversight, Incentives, and many other important trends.

This an important comprehensive read for both corporate managers and investment professionals, with a sweep of developments presented in an easy-to-read format.

Example:  What drives ESG integration into investment strategy?  The drivers are identified and presented in a graphic for you.

Important note for you regarding IRRCI:  in 2019 the organization’s intellectual properties will be assumed by the Weinberg Center at the University of Delaware.  The center conducts research and holds conferences on corporate governance and related issues and is headed by Charles Elson, one of the most highly-regarded thought leaders on corporate governance in the U.S.

Important Study on ESG Momentum by MSCI: 
https://www.msci.com/www/research-paper/how-markets-price-esg-have/01159646451

State of Integrated and Sustainability Reporting 2018:
https://irrcinstitute.org/wp-content/uploads/2018/11/2018-SP-500-Integrated-Reporting-FINAL-November-2018.pdf

Changes Ahead for Corporate Sustainability Reporting

This is a guest post by our colleague-in-sustainability, Jane DeLorenzo.  She recently completed the on-line Certificate in Corporate Responsibility & Sustainability Strategies.  The platform is hosted by G&A Institute and developed in partnership with IntegTree LLC. This is a dual credentials course!  A certificate is issued by Swain Center for Executive & Professional Education at the University of North Carolina-Wilmington and a separate certification is issued by G&A Institute.  This commentary is prepared as part of the completion of the coursework.  We are sharing it today to broaden understanding of the state-of-sustainability reporting – present and future.  Find out more about the dual certificate program here.

By Jane DeLorenzo  October 27, 2017

Now is the time for businesses and other organizations to take a closer look at their sustainability reporting; key considerations are what they report, why, how and which standards to use.

New standards released by the Global Reporting Initiative (GRI) will take effect July 1, 2018 — so the clock is ticking.

As more global companies produce sustainability reports, the process has become more complex. Competing standards and frameworks, increasing pressures from investors and other stakeholders, and the costs and resources involved to develop such reports can be challenging – and baffling to leaders.

While GRI is positioning and advocating to be the de facto global reporting standard, companies can select other frameworks, such as those of the Sustainability Accounting Standards Board (SASB) or the International Integrated Reporting Council (IIRC).

There are important factors to consider. Organizations can opt for an integrated report that includes both financial and sustainability information, or they can issue a sustainability report that is separate from the annual financial report.

Producing no sustainability report is also an option, since all three of these standards are voluntary in the United States and most other countries. Companies should be aware, though, that stakeholders may cry foul if no report is produced.

What’s a company to do?

The Continued Evolution of Reporting

Sustainability reports tell the story of an organization’s impacts on economic, environmental and social issues. Many corporations began to examine their non-financial impacts following the environmental and social movements of the 1970s in Europe and the United States.[i]

Public outcry due to rising awareness of pollution and social inequities pushed companies to try to be more transparent. Shareowners were making the case that non-financial issues can and do impact a firm’s financial performance.

In the U.S., for example, emissions data reporting was spurred by Right-to-Know legislation and rules in 1986 that required accountability from companies that were releasing toxic chemicals into the environment.[ii]

Demand for environmental and social disclosures led to the formation of GRI in 1997 by the Coalition for Environmentally Responsible Economies (now known as CERES) and the nonprofit Tellus Institute, both based in Boston. GRI later partnered with the United Nations Environment Programme (UNEP), which had been promoting voluntary environmental reporting by companies and industry groups.

At a ceremony in 2002 announcing the move of the GRI headquarters from Boston to Amsterdam in the Netherlands, UNEP Executive Director Dr. Klaus Töpfer acknowledged GRI’s mission to develop a framework for voluntary sustainability reporting.

He commented: “An increasing number of stakeholders, including the investment community, share the goal of the GRI to raise the practice of corporate sustainability reporting to the level of rigour, credibility, comparability and verifiability of financial reporting.”[iii]

GRI launched its first sustainability reporting framework in the year 2000 and subsequently developed four versions of its guidelines (G1 through G4). Keeping current was a long-term challenge for companies reporting their corporate social responsibility (CSR) efforts. Over time it became clear that a simplified, easier-to-update standard was needed. The new GRI Standards are meant to streamline and simplify the process.

As GRI marks its 20th year, the organization is attempting to “tackle the confusion among companies about the proliferation of different reporting frameworks,” according to GRI Chief Executive Tim Mohin.[iv]

While some media reports claim GRI and SASB are competing frameworks, a 2017 article in GreenBiz, co-authored by Mohin and SASB Founder/CEO Jean Rogers, intended to dispel this perception.[v] The article states: “Rather than being in competition, GRI and SASB are designed to fulfill different purposes for different audiences. For companies, it’s about choosing the right tool for the job.”

Best Practices

Using the right tool, or standard, is the key to companies producing a successful report for their target audience.

While GRI is the widely-accepted framework for reporting sustainability initiatives to a broad audience, SASB focuses on reporting to the investor audience. This audience is interested in the link between sustainability and financial performance. Both GRI and SASB agree on a common goal: to improve corporate performance on sustainability issues.

Other organizations with similar goals include a list of initials and acronyms:  IIRC, CDP, ISO, OEDC, SDG and more. These are:

  1. IIRC (International Integrated Reporting Council) promotes integrated reporting to provide “investors with the information they need to make more effective capital allocation decisions,” according to its website.[vi]
  2. CDP (formerly known as Carbon Disclosure Project) partners with organizations to measure their carbon footprint. Many companies use CDP alongside other reporting frameworks.
  3. ISO, the International Organization for Standardization developed ISO 26000 to help organizations improve their social responsibility efforts.
  4. OECD is the Organization for Economic Cooperation and Development. Its industrial economy member countries negotiate guidelines surrounding social responsibility.
  5. SDG stands for the United Nations “Sustainable Development Goals.” UN member states adopted the 17 SDGs with 169 targets that seek to protect the planet, end poverty, fight inequality and address other social injustices.

While CSR reporting has been widely voluntary, mandatory reporting is taking effect in some countries. In the European Union, large companies (more than 500 employees and certain assets and revenues) now face mandatory disclosure of environmental and social impacts beginning with their 2018 annual reports.[vii]

The EU published its own guidelines in 2017, but it allows companies to choose among the various standards. Laws requiring CSR reporting are also in effect in South Africa, China and Malaysia. Meanwhile, a growing number of stock exchanges around the world are issuing sustainability reporting guidance and requirements.

Companies that are just beginning the process to report on their sustainability impacts should find the new GRI Standards relatively simple to use. The Standards are free to download from the GRI website (www.globalreporting.org) by registering a company name and email address. Organizations can use all or some of the Standards, but they must notify GRI of their intended use.

The new Standards are made up of three modules (or manuals): (1) the Foundation, which describes the basic reporting principles; (2) General Disclosures, which outline required contextual information about an organization and how it operates; and (3) Management Approach, which requires organizations to state how they approach their selected sustainability topics or issues.

While the content and requirements are basically unchanged from the currently-used GRI G4, the Management Approach now takes center stage. A reporting company must provide information on how it “identifies, analyzes and responds to its actual and potential impacts.”[viii]

Once a company determines its approach to a key topic, this management approach might stay the same from year to year. Also, one management approach may apply to several key topics, which should make reporting more concise. The Standards include three additional modules that are organized according to topic categories: economic, social and environment.

Focusing on material (or key) topics, rather than a long list of topics, should also make the reporting process more concise as well as more meaningful to stakeholders. In other words, less is more. The new Standards direct companies to identify their key topics and then report on at least one of the topic-specific GRI disclosures.

For example, Company XYZ determines from stakeholder feedback that the topic of waste will be included in its sustainability report. Both the new GRI standards and G4 guidelines include five disclosures on waste. The new Standards require reporting on one disclosure so Company XYZ can report more in depth on this key topic.

Previously, some companies felt compelled to report on a greater number of topics and disclosures in order to be ranked favorably by rating agencies like Bloomberg or Thomson Reuters. These ratings not only can affect a company’s stock price, but they also can influence a company’s CSR strategy.

According to a 2016 study on rating agencies, about 33 percent of companies said inquiries from sustainability analysts shaped their overall business strategy.[ix]

Implications and Conclusion

Regardless of which sustainability reporting guidelines an organization chooses, the number of companies producing voluntary or mandatory reports is growing.

The process itself can give companies a clearer picture of their impacts and progress meeting their CSR targets. These insights help companies develop strategies to identify risks and opportunities within their realm of sustainability.

Because the GRI framework has been widely accepted globally, its new Standards will likely have a strong impact on the future of reporting. But it’s also likely that the leadership of corporations will continue to take a closer look at the link between sustainability and financial performance. Consequently, other frameworks that focus on both financial and non-financial impacts could gain acceptance.

GRI, SASB, IIRC and other frameworks are all driving improvements in sustainability reporting. As GRI’s Mohin explained: “In order to be more impactful, reporting needs to be concise, consistent, comparable and current. Brevity and consistency are key to successfully managing and understanding the insights delivered by the reported data.”[x]

Reporting must consider the financial bottom line if a company is to be both profitable and sustainable. What matters is that organizations need to be mindful of their reasons for reporting and how sustainability reporting can make an impact internally and externally. Honest, balanced and transparent reporting will ultimately benefit companies, their stakeholders and society-at-large.

Author:  Jane DeLorenzo is Principal of Sustainable Options, specializing in sustainability report writing and editing, and compliance with GRI reporting.

 

 

 

 

 

 

 

# # #

The on-line Certificate in Corporate Responsibility & Sustainability Strategies provides a broad overview of key corporate responsibility challenges and strategies that will enable organizations to succeed in the 21st Century Green Economy.  The Program Developer is Nitish Singh, Ph.D., Associate Professor of International Business at the Boeing Institute of International Business at Saint Louis University with Instructor Brendan M. Keating.

Information is here:  http://learning.ga-institute.com/courses/course-v1:GovernanceandAccountabilityInstitute+CCRSS+2016/about

# # #

References:

[i] Brockett, A. and Rezaee, Z. (2015). Corporate Sustainability: Integrating Performance and Reporting. Retrieved from https://www.safaribooksonline.com/library/view/corporate-sustainability-integrating/9781118238066/chapter02.html

[ii] Environmental Protection Agency, United States. (n.d.) Timeline of Toxics Release Inventory Milestones. Retrieved from  https://www.epa.gov/toxics-release-inventory-tri-program/timeline-toxics-release-inventory-milestones

[iii] CSRwire (2002, April 22). Global Reporting Initiative Announces Move to Amsterdam. Retrieved from http://www.csrwire.com/press_releases/15359-Global-Reporting-Initiative-Announces-Move-to-Amsterdam

[iv] GRI (2017, October 4). Q&A with GRI Chief Executive Tim Mohin. Retrieved from https://www.globalreporting.org/information/news-and-press-center/Pages/QA-with-GRI-Chief-Executive-Tim-Mohin.aspx

[v] Mohin, T. and Rogers, J. (2017, March 16). How to approach corporate sustainability reporting in 2017. Retrieved from https://www.greenbiz.com/article/how-approach-corporate-sustainability-reporting-2017

[vi] International Integrated Reporting Council. (n.d.) Why? The need for change. Retrieved from https://integratedreporting.org/why-the-need-for-change/

[vii] European Commission, Belgium. (n.d.) Non-financial reporting. Retrieved from    https://ec.europa.eu/info/business-economy-euro/company-reporting-and-auditing/company-reporting/non-financial-reporting_en

[viii] GRI (n.d.) GRI 103: Management Approach. Retrieved from https://www.globalreporting.org/standards/gri-standards-download-center/gri-103-management-approach/

[ix] Sustainable Insight Capital Management (2016 February) Who are the ESG rating agencies? Retrieved from https://www.sicm.com/docs/who-rates.pdf

[x] GRI (2017, October 4). Q&A with GRI Chief Executive Tim Mohin. Retrieved from https://www.globalreporting.org/information/news-and-press-center/Pages/QA-with-GRI-Chief-Executive-Tim-Mohin.aspx

 

Will We See Mandated Corporate Reporting on ESG / Sustainability Issues in the USA?

by Hank Boerner – Chairman – G&A Institute

Maybe…U.S. Companies Will Be Required…or Strongly Advised… to Disclose ESG Data & Related Business Information

Big changes in mandated US corporate disclosure and reporting on ESG factors may be just over the horizon — perhaps later this year? Or perhaps not…

Sustainable & responsible investing advocates have long called for greater disclosure on environmental and social issues that affect corporate financial performance (near and long-term). Their sustained campaigning may soon result in dramatic changes in the information investors and stakeholders will have available from mandated corporate filings.

We are in countdown mode — in mid-April the Securities & Exchange Commission (SEC), the agency that regulates many parts of the capital market operations and especially corporate disclosure and reporting for investors issued a Concept Release with a call for public comments.

Among the issues In focus are potential adjustments, expansions and updating of mandated corporate financial reporting. One of these involves corporate ESG disclosure. The issue of “materiality” is weaved throughout the release.

Among the many considerations put forth by SEC: expanding corporate disclosure requirements for corporate financial and business information to include ESG factors, and to further define “materiality.” Especially the materiality of ESG factors.

The comment period is open for you to weigh in with your opinion on corporate ESG disclosure and reporting rules — or at least strong SEC guidance on the matter.

SEC has been conducting a “Disclosure Effectiveness Initiative,” which includes looking at corporate disclosure and reporting requirements, as well as the forms of presentation and methods of delivery of corporate information made available to investors. (Such as corporate web site content, which most feel needs to be updated as to SEC guidance.)

The umbrella regulatory framework — “Regulation S-K” — has been the dominant approach for corporate reporting since 1977 has been the principal repository (in SEC lingo) for filing corporate financial and business information (such as the familiar 10-K, 10-Q, 8-K, etc.).

Investors Want More Corporate ESG Information

For a number of years now, investment community players have urged SEC to look at mandating or offering strong guidance to public company managements to expand disclosure and reporting to substantially address what some opponents conveniently call “non-financial,” or “intangible” information. An expanding base of investors feel just the opposite — ESG information is quite tangible and has definite financial implications and results for the investor. The key question is but how to do this?

Reforming and Updating Reg S-K

In December 2013 when the JOBS Act (“Jumpstart Our Business Startups”) was passed by Congress, SEC was charged with issuing a report [to Congress] on the state of corporate disclosure rules. The goal of the initiative is to improve corporate disclosure and shareholders’ access to that information.

The Spring 2016 Concept Release is part of that effort. The SEC wants to “comprehensively review” and “facilitate” timely, material disclosure by registrants and improve distribution of that information to investors. Initially, the focus is on Reg S-K requirements. Future efforts will focus on disclosure related to disclosure of compensation and governance information in proxy statements.

Asset managers utilizing ESG analytics and portfolio management tools cheered the SEC move. In the very long Concept Release – Business and Financial Disclosure Required by Regulation S-K, at 341 pages — there is an important section devoted to “public policy and sustainability” topics. (Pages 204-215).

ESG / Sustainability in Focus For Review and Action

In the Concept Release  SEC states: In seeking public input on sustainability and public policy disclosures (such as related to climate change) we recognize that some registrants (public companies) have not considered this information material.

Some observers continue to share this view.

The Concept Release poses these questions as part of the consideration of balancing those views with those of proponents of greater disclosure including ESG information:

• Are there specific public policy issues important to informed voting and investment decisions?

• If the SEC adopted rules for sustainability and public policy disclosure, how could the rules result in meaningful disclosures (for investors)?

• Would line items about sustainability or public policy issues cause registrations to disclose information that is not material to investors?

• There is already sustainability and ESG information available outside of Commission (S-K) filings — why do some companies publish sustainability, citizenship, CSR reports…and is the information sufficient to address investor needs? What are the advantages and disadvantages of these types of reports (such as being available on corporate web sites)?

• What challenges would corporate reporters face if ESG / sustaianbility / public policy reporting were mandated — what would the additional costs be? (Federal rule making agencies must balance cost-benefit.)

• Third party organizations — such as GRI and SASB for U.S. company reporting — offer frameworks for this type of reporting. If ESG reporting is mandated, should existing standards or frameworks be considered? Which standards?

The Commission has received numerous comments about the inadequacy of current disclosure regarding climate change matters. And so the Concept Release asks: Are existing disclosure requirements adequate to elicit the information that would permit investors to evaluate material climate change risk? Why — or why not? What additional disclosure requirements– or SEC guidance — would be appropriate?

Influential Voices Added to the Debate

The subject of expanded disclosure of corporate ESG, sustainability, responsibility, citizenship, and related information has a number of voices weighing in. Among those organizations contributing information and commentary to the SEC are these: GRI; SASB; Ceres; IEHN; ICCR; PRI; CFA Institute; PWC; E&Y; ISS; IIRC; BlackRock Institute; Bloomberg; World Federation of Exchanges; US SIF.

The overwhelming view on record now with SEC is that investor consideration of ESG matters is important and that change is needed in the existing corporate reporting and disclosure requirements. You can add your voice to the debate.

For Your Action:

I urge your reading of the Concept Release, particularly the pages 204 through 215, to get a better understanding of what is being considered, especially as proposed by proponents; and, I encourage you to weigh in during the open public comment period with your views.

You can help to ensure the SEC commissioners, staff and related stakeholders understand the issues involved in expanding corporate disclosure on ESG matters and how to change the rules — or offer strong SEC guidance. Let the SEC know that ESG information is needed to help investors better understand the risks and opportunities inherent in the ESG profiles of companies they do or might invest in.

SEC rules or strong guidance on ESG disclosure would be a huge step forward in advancing sustainability and ESG consideration by mainstream capital market players.

Information sources:

The SEC release was on 13 April 2016; this means the comment period is open for 90 days, to mid-July.

Helpful Background For You

Back in 1975 as the public focus on environmental matters continued to increase (all kinds of federal “E” laws were being passed, such as the Clean Air Act and Clean Water Act), stakeholders asked SEC to address the disclosure aspects of corporate environmental matters.

The initial proposal was deemed to have exceeded the commission’s statutory authority.

In 1974 the ERISA legislation had been passed by Congress, and pension funds, foundations and other fiduciaries were dramatically changing the makeup of the investor community, dwarfing the influence of one once-dominant individual investor. After ERISA and the easing of “prudent man” guidelines for fiduciaries, institutional investors rapidly expanded their asset holdings to include many more corporate equities.

And the institutions were increasingly focused on the “E,” “S” and :”G” aspects of corporate operations — and the real or potential influence of ESG performance on the financials. Over time, asset owners began to view the company’s ESG factors as a proxy for (effective or not) management.

While the 1975 draft requirements for companies to expand “E” and “S” information was eventually shelved by SEC, over the years there was a steady series of advances in accounting rules that did address especially “E” and some “S” matters.

FAS 5 issued by FASB in March 1975 addressed the “Accounting for Contingency” costs of corporate environmental liability FASB Interpretation FIN 14 regarding FAS 5 a year later (September 1976) addressed interpretations of “reasonable estimations of losses.” SEC Staff Bulletins helped to move the needle in the direction of what sustainable & responsible investors were demanding. Passage of Sarbanes-Oxley statutes in July 2002 with emphasis on greater transparency moved the needle some more.

But there was always a lag in the regulatory structure that enables SEC to keep up with the changes in investment expectations that public companies would be more forthcoming with ESG data and other information. And there was of course organized corporate opposition.

(SEC must derive its authority from landmark 1933 and 1934 legislation, expansions and updates in 1940, 2002, 2010 legislation, and so on. Rules must reflect what is intended in the statutes passed by Congress and signed into law by the President. And opponents of proposals can leverage what is/is not in the laws to push back on SEC proposals.)

There is an informative CFO magazine article on the subject of corporate environmental disclosure, published September 9, 2004, after the Enron collapse, two years after Sarbanes-Oxley became the law of the land, and 15+ years after the SEC focused on environmental disclosure enhancements. Author Marie Leone set out to answer the question, “are companies being forthright about their environmental liabilities?” Check out “The Greening of GAAP” at: http://ww2.cfo.com/accounting-tax/2004/09/the-greening-of-gaap/

And we add this important aspect to corporate ESG disclosure: Beginning in 1990 and in the years that followed, the G1 through G4 frameworks provided to corporate reporters by the Global Reporting Initiative (GRI) helped to address the investor-side demand for more ESG information and the corporate side challenge of providing material information related to their ESG strategies, programs, actions and achievements.

The G&A Institute team sees the significant progress made by public companies in the volume of data and narratives related to corporate ESG performance and achievements in the 1,500 and more reports that we analyze each year as the exclusive data partner for The GRI in the United States, United Kingdom, and The Republic of Ireland.

We have come a very long way since the 1970s and the SEC Concept Release provides a very comprehensive foundation for dialogue and action — soon!

Please remember to take action and leave your comments here:
http://www.sec.gov/rules/concept.shtml