![THE prEpArEr’S vIEW from T
uS uk
ron Dissinger, Chief finanCial offiCer, eriC hutChinson fCCa, Chief finanCial offiCer,
Kellogg CoMpany spirent CoMMuniCations plC
Keep it simple a marriage of equals
As CFO of Kellogg, the food giant based in Battle Creek, Michigan, For Eric Hutchinson, FCCA, chief financial officer of spirent
Ron Dissinger believes his narrative reporting task is arguably Communications plc (a FTsE 250 communications and systems
more straightforward than those of finance leaders in some other company), the twin drivers of communication to shareholders and
business sectors. compliance for regulators are mutually supportive.
setting out how the Kellogg business has performed is, Dissinger ‘I would say that the compliance aspects are a necessary safeguard,
feels, the main thing investors look for from the narrative within the underpinning the tone and content of the communication,’
company’s annual reports. he explains. ‘so I see the regulatory requirements of narrative
reporting moderating or enforcing certain things which need to be
‘They want to know about the state of the business,’ he says. ‘They communicated and generally imposing a balance that would not
can read and interpret our financial statements. What they want set otherwise be there.
out in the narrative are clear statements on the state of the business
and drivers of performance.’ ‘From the CFO’s perspective, communicating to shareholders,
investors and the wider market is your number one priority. But you
While Dissinger sees compliance and communicating with users as find that, if you get the communication right, you usually tick all the
of equal importance and value, he is not convinced that investors compliance boxes on the way.’
have deep interest in some of the disclosures that are mandated
by regulators. nor does he see the numbers as subservient to the narrative or
vice versa. ‘Both have got weight,’ he says. ‘The financial numbers
‘We find that, from a regulatory standpoint, our disclosures can be clearly have to represent the true view of the financial position and
exhaustive. But when we talk to investors, rarely do we get questions the performance of the company. But alone, they don’t mean very
on some of the more technical components of our 10-Ks and 10-Qs much. Without the narrative explanation, you might as well publish
[the annual and quarterly reports that summarise a public company’s bank statements. And, equally, the narrative reporting can’t just stand
performance, as required by the Us securities and Exchange alone without locking back to something that people feel has been
Commission]. They may comment that we’ve done a good job and scrutinised by the auditor.’
that they’re very thorough and easy to understand, but we don’t get
a lot of people calling us and asking specific questions, especially on However, Hutchinson concedes that corporate reporting in annual
the more technical disclosures. reports does have weaknesses, not least because of a tendency to
adopt what is generally accepted practice and the reluctance of
‘The fact is that they are far more interested in the commercial aspects companies to strike out from the herd and do things differently.
of our business. However, we recognise that many of the technical
disclosures and notes provide investors with relevant information on the He also believes in the need for greater clarity in explaining
financial health of the business.’ companies’ business models.
For this reason, Dissinger believes that the text which sets out the ‘The most valuable part of the narrative report for users is the
business performance is the most valuable part of the narrative business review,’ he points out. ‘They want to know what the
reporting section. But he also points out that it is far from the only company does, how it generates income and who its customers are –
source of information on which investors rely and that there will be plus, are those customers going to come back next year, and are they
valuable opportunities for investor questions in conference calls, going to buy more or less? With all the complexities of language that
industry conferences and investor meetings. tend to sit around the business review and reporting, it can be quite
difficult to penetrate.
summing up, Dissinger says that ‘regulators should be sensitive to
investor needs’ and consider these when deciding what is mandated ‘I think that a lot of readers of accounts do find it very difficult, with
within narrative reporting. any company, to really understand what its business is. I would like
to see, in the annual reporting at least, a clear statement of what the
company does in plain English, followed by a clear explanation of how
it generates income.’
And while many companies have increasingly complex business
models, he believes that the overall rationale for a company’s
existence can always be conveyed concisely and clearly.
‘If you can’t set this out on one side of paper, in fairly large type, then
there’s something wrong.’
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Hitting The Notes, But Whats The Tune?
- 1. ACCOUNTANCY FUTURES Hitting the notes, but what’s the tune? AN INTERNATIONAL SURVEY OF CFOs’ VIEWS ON NARRATIVE REPORTING A report from ACCA in partnership with Deloitte
- 2. About ACCA ACCA (the Association of Chartered Certified Accountants) is the global body for professional accountants. We aim to offer business-relevant, first-choice qualifications to people of application, ability and ambition around the world who seek a rewarding career in accountancy, finance and management. Founded in 1904, ACCA has consistently held unique core values: opportunity, diversity, innovation, integrity and accountability. We believe that accountants bring value to economies at all stages of their development. We seek to develop capacity in the profession and encourage the adoption of global standards. Our values are aligned to the needs of employers in all sectors and we ensure that, through our qualifications, we prepare accountants for business. We seek to open up the profession to people of all backgrounds and remove artificial barriers, innovating our qualifications and their delivery to meet the diverse needs of trainee professionals and their employers. We support our 140,000 members and 404,000 students in 170 countries, helping them to develop successful careers in accounting and business, based on the skills required by employers. We work through a network of 83 offices and centres and more than 8,000 Approved Employers worldwide, who provide high standards of employee learning and development. Through our public interest remit, we promote appropriate regulation of accounting and conduct relevant research to ensure accountancy continues to grow in reputation and influence. About Deloitte “Deloitte” is the brand under which tens of thousands of dedicated professionals in independent firms throughout the world collaborate to provide audit, consulting, financial advisory, risk management and tax services to selected clients. These firms are members of Deloitte Touche Tohmatsu Limited (DTTL), a UK private company limited by guarantee. Each member firm provides services in a particular geographic area and is subject to the laws and professional regulations of the particular country or countries in which it operates. DTTL does not itself provide services to clients. DTTL and each DTTL member firm are separate and distinct legal entities, which cannot obligate each other. DTTL and each DTTL member firm are liable only for their own acts or omissions and not those of each other. Each DTTL member firm is structured differently in accordance with national laws, regulations, customary practice, and other factors, and may secure the provision of professional services in its territory through subsidiaries, affiliates, and/or other entities. 2
- 3. Contents Forewords 4–5 About this report 6 Executive summary 7 survey introduction 9 study methodology 11 survey findings and interviews 12 hitting the notes, but what’s the tune? COnTEnTs 3
- 4. Hitting the notes – A foreword from ACCA Last year, ACCA established its Accountancy Futures programme of insights and research, exploring the critical issues for tomorrow’s profession. The future of narrative reporting and how it illuminates the performance and direction of organisations is one such issue that is being debated across the business world. This survey report presents the views of CFOs in leading listed and ‘public interest’ companies across nine markets on the challenges around narrative reporting, specifically in annual reports. It shows how central the CFO is in this area, with 53% saying that they, or their departments, drive the narrative reporting process. It also highlights some of the barriers to creating meaningful reporting which tells the story of the business. Even before the international financial crisis, questions were being raised about the validity of current corporate reporting for our global, technology-enabled environment. As a result of recent global economic conditions, these questions have become more insistent. When it comes to the root causes of the financial markets near-collapse, not explaining the risks inherent in business models of complex institutions must be near the top of the list. Limitations in the ability of conventional reporting to address this is just one area of concern. Looking more widely, much has been made of the need for reform in audit and assurance in the past couple of years – and ACCA has lent its voice to the global debate on this key issue. We continue to believe there are opportunities for the audit to add greater value: responses to our survey show that this view is substantially supported by companies themselves. But we must remember that the auditor’s role is circumscribed by the corporate report. It is clear to ACCA that a new role for the auditor requires us to establish the appropriate scope for the financial and narrative report – taking into account issues of usefulness, completeness and transparency. Our survey provides support for the view that, if narrative reporting is to fulfil its potential, it is vital to address the growing complexity of laws, standards and compliance and to introduce more flexibility and discretion for companies to explain in their own ways how they have performed and how they expect to cope with future challenges. Investors want to understand, above all, how a business has fared and the direction in which it is heading. Regulation should serve to underpin this. The question for regulators is: does more compliance and complexity enhance reporting for its intended core audience – or is it leading to just more, not better, disclosure? We also need to ask: can the same report really satisfy both regulators and investors? The answer, from this survey, appears to be yes, in theory. However, the price being paid for this is reporting of increasing volume and complexity, where the story of business performance is obscured by a mountain of detail. Today’s reporting certainly does hit almost all the notes – but, in doing so, creates a cacophony which is deafening its audience. Greater clarity and simplicity would be welcomed by CFOs – not least because they believe it would benefit the users they serve. Helen Brand Chief executive, ACCA 4
- 5. What’s the tune? – A foreword from Deloitte At the World Congress of Accountants held in Tokyo in 1987, the participants had the privilege of listening to Akio Morita, the co-founder and chairman of sony Corporation. One of his points, which had a considerable impact on at least one participant, was: ‘no customer had asked for the Walkman’. His message was clear: those in business must take responsibility for innovation and for developing their products. But in the world of corporate reporting, there appears to be an almost exclusive focus on seeking investors’ views on what should be in corporate reports, with preparers relegated to providing information on the practicalities of the proposals. Yet it is the preparers who understand best what is happening in the business and are therefore presumably in the best position to determine what should be communicated to shareholders. Preparers’ views are often dismissed as vested self-interest, with a bias to communicating less or only the good news. Yet preparers typically want the best for their businesses. They want to engage fully with investors and other stakeholders. For those in listed companies they want to meet the legal requirements to ensure that the market is informed of any significant developments as soon as possible. In this context, this joint project to seek internationally preparers’ views on narrative reporting should be particularly welcomed. In financial statements, there appears to be a battle between giving a true and fair view (that is, standing back and ensuring that the big picture is clear for all to see) and complying with all the detailed rules. To some, the battle seems all but lost. Detailed box-ticking rules ok. That said, in the last year or so the box-tickers’ side appears to be slightly in retreat as reports on the global financial crisis have highlighted the need for more emphasis on giving a true and fair view. The risk now is that narrative reporting may be going the same way as financial statements. In certain jurisdictions, there are so many rules from different regulators. As this survey demonstrates, the majority of preparers would welcome more discretion on what to include in their narrative reports. The current position is a bit like the great conductor and pianist André Previn meeting the comedian Eric Morecambe. Previn played the classical piece beautifully. Morecambe then attempted the same piece but could not play the piano. When challenged by Previn that he was not hitting the right notes, he replied that he was playing all the right notes, but not necessarily in the right order. so there was no tune, just noise. For companies complying with large volumes of rules, the result may be the same. There are lots of narrative notes in the annual report. For listed companies, the narrative section typically occupies the majority of the annual report. But can the real story of the company’s performance and position be clearly told and understood? The results from this survey provide considerable points for future study and debate. But there is also an overall big story. The time has come for regulators and standard setters to give more discretion. Professor Isobel sharp CBE Partner, Deloitte hitting the notes, but what’s the tune? FOREWORDs 5
- 6. About this report aCCa, the global body for professional accountants, and Deloitte, a leading professional services firm, have worked together on this joint report, exploring the current and anticipated future challenges in narrative reporting within annual reports. The report is based on telephone interviews with 231 CFOs, group finance directors or equivalent within publicly accountable entities (preparers of annual reports) in Australia, China, Kenya, Malaysia, singapore, switzerland, the UAE, the UK and the Us, conducted from April to June 2010. The survey asked these preparers for their thoughts on the current challenges in preparing narrative reports and the future shape of narrative reporting. It defined narrative reporting as everything contained in a company’s annual report and accounts (except for the audited financial statements and the audit report). In-depth interviews, principally to explore the main findings from the telephone interviews, were also conducted with CFOs, group finance directors and their equivalents at the following companies: • Centum Investments Company Ltd (Kenya) • Dubai Insurance Company (UAE) • Exco Resources (Australia) • Kellogg Company (Us) • straco Corporation (singapore) • spirent Communications plc (UK) • Time dotCom (Malaysia). Institutional investor perspectives on narrative reporting were obtained through interviews with experts from the Association of British Insurers (ABI), the Council of Institutional Investors (CII) and the national Association of Pension Funds (nAPF). The in-depth interviews are reported exclusively on pages 14 to 19 of this report. ACCA and Deloitte would like to thank all the respondents who took the time to share their views with the researchers. 6
- 7. Executive summary Despite the expansion of narrative disclosures within annual reports in recent years, the role and scope of narrative reports remains hotly debated. narrative reporting was initiated to bridge the gap between providing only financial statements which are historic in nature and in a format not readily understandable by all on the one hand and the broader information needs of users on the other. but ironically, narrative reporting is now being associated with information overload, making annual reports more complex and costly and thus obscuring the story of the company’s performance and position. The future of narrative reporting By ascertaining likely future trends in ‘Regulation is bad sometimes depends not only on realistic appraisal narrative reporting across these diverse but if things aRe left of the perceptions and reservations markets – which include Australia, to discRetion you may of the users but also, and very China, Kenya, Malaysia, singapore, actually disclose too much importantly, on understanding the switzerland, the UAE, the UK and the infoRmation sometimes.’ perspective and perceptions of preparers Us – the report is designed to help Cfo, uK of narrative reports. inform an international road map for the future of narrative reporting. The current economic slowdown ‘naRRative RepoRting needs provides an opportunity to reflect on the Key finDings to be simplified and the development of an effective narrative The key findings from the survey are RegulatoRy pRoblems need to reporting model. Is narrative reporting as follows. be Resolved.’ being used as a strategic communication fD, us tool to develop trust and build corporate the organisational significance of reputation? Does it give an objective preparing narrative reports retrospective and prospective overview The importance of narrative reporting ‘i would pRefeR as few of the business model and of business preparation can be gauged from RequiRements as possible. how performance, risks, relationships, the strong strategic and operational many people actually Read resources, products and processes, thus areas that are driving it, with 82% of thRough the whole thing? responding to primary users’ preferences? respondents saying that the preparation some of the new RequiRements What are the challenges inhibiting it of narrative reports is driven by aRe good to have; howeveR, from achieving its potential for effectively the chairman (9%), CEO (20%) or they often Result in huge bridging the information gap? CFO/finance department (53%). amounts of extRa, difficult woRk foR the peRson pRepaRing Against this background, this a mixed response to the single it, and that Really kills us.’ survey-based report presents a most important characteristic of Cfo, singapore multi-jurisdiction snapshot of the critical narrative reports challenges, principally for chief financial There is far from a clear consensus as officers and finance directors of publicly to the most important characteristic accountable entities, in preparing a of narrative reports. The International ‘the main point is that we aRe narrative report that users will perceive as Accounting standards Board (IAsB) asked too many details and we decision-useful, balanced and reliable. considers the provision of decision-useful aRe missing the big pictuRe.’ information to existing and potential Cfo, switzerlanD To do this, ACCA and Deloitte surveyed providers of capital to be the main finance leaders in nine jurisdictions, characteristic of narrative reports, as covering both established capital and in the management commentary1. But ‘Recently, theRe has been more developing markets. These markets only 29% of the survey participants a RequiRement foR moRe were selected to provide both a wide consider that providing users with disclosuRe. i don’t Really like geographical spread and to encompass information relevant for decision-making it but we have to abide by it countries which are on different points is the most important characteristic of because it is a Regulation.’ on the continuum of global narrative narrative reports. Cfo, Malaysia reporting development. 1 Management Commentary Exposure Draft, International Accounting standards Board, 2009 hitting the notes, but what’s the tune? ExECUTIvE sUMMARY 7
- 8. Executive summaryT ‘the amount of change of a diverse set of requirements/needs is performance still has to find supporters Regulation, and the Regulation driving narrative reporting among finance leaders and possibly itself, is placing a consideRable Even though 88% of the respondents among shareholders. buRden on companies in teRms considers shareholders to be the most of cost and time.’ important audience, legal and regulatory number of requirements and cost and Cfo, uK requirements are considered equally time involved: critical challenges important drivers of narrative reporting. Most (71%) of the survey participants As this report shows, these requirements consider the main challenges in ‘annual RepoRts vaRy veRy much may not be compatible with each producing a narrative report to be the fRom one entity to anotheR. other. The future of narrative reports number of requirements placed on it and some aRe veRy baRe, especially may therefore depend on resolving the the cost and time involved in preparing in malaysia. the company preparers’ predicament in trying to fulfil it. The perception of finance leaders that tRies to disclose as little as the different needs of the primary users, the legal and regulatory requirements possible but the shaReholdeRs ie shareholders and regulators. are a critical challenge ought to prompt would like to have as much reflection by policymakers and regulators. infoRmation as possible. also risk, future, business model and This may be essential for a conclusive in malaysia, it is veRy costly to Kpi disclosures are highly important end to the current debate on how useful publish voluminous annual for shareholders narrative reporting could be. Legal and RepoRts. i think theRe should Respondents state that the disclosures regulatory compliance may not only incur be some guidelines on dealing considered significant by shareholders significant cost and time but may also with the content, volume and are the explanation of the financial result in reports that ‘tick the boxes’ but the size of the annual RepoRt.’ results and financial position (87%), do not necessarily contribute to the spirit Cfo, Malaysia the most important risks and their of valuable corporate reporting. management (67%), future plans and prospects (64%), a description of the future of narrative reports: business model (60%) and KPIs (58%). finance leaders want more discretion ‘i would like to see a gReateR and less regulation emphasis on foRwaRd-looking regulations determining Even though respondents identify a RepoRting to counteR the narrative disclosures number of means for improving the tRaditional histoRical Most respondents disclose an explanation usefulness of narrative reporting – infoRmation contained in an of their company’s financial results and inclusion of external auditor opinion annual RepoRt.’ financial positions (97%), corporate (58%), more emphasis on forward-looking Cfo, uK governance policies and procedures information (57%), IAsB guidance (51%) (87%) and directors’ remuneration report and third-party verification statements (87%). The report findings indicate (33%), a majority (65%) would like a ‘i think in the cuRRent that the form and shape of narrative reporting environment where there is enviRonment, the RequiRement reporting, like that of the financial more discretion and less regulation. For foR naRRative RepoRting has statements, is being determined by legal regulators, the prevention of another incReased. afteR the financial and regulatory requirements, rather than global financial crisis may appear to lie cRisis, investoRs/stakeholdeRs the needs of its main audiences. in increased disclosure. For preparers, want to leaRn moRe about enhanced disclosures may result in the company they invest in, in post-financial crisis: significant extra time and cost, while a moRe easily undeRstandable risk and future prospect disclosures adding to the length and complexity manneR. the naRRative are becoming a priority of annual reports. Critical evaluation of RepoRting will have to adapt seventy-eight per cent of the survey existing requirements, rather than their to keep up with the changing participants are disclosing important unending evolution, may be the way RequiRement. theRe cannot risks and their management. 72% forward. It would need to be combined be a pRescRibed standaRd include forward-looking planning. The with an enabling discretionary environment of RepoRting. howeveR, report findings illustrate that since the that facilitates excellence through ceRtain agencies like iasb oR financial crisis there is increased interest preparers’ creative innovation and RegulatoRy authoRities of in the disclosure of important risks and orientation towards shareholders’ needs. the countRy could pRovide their management (78%) and future guidance to this end.’ plans and prospects (66%). The economic slow-down may well be Cfo, uae a time for mapping the future shape integrated corporate reports: of narrative reporting. It offers the an evolving concept opportunity for introspection and the ‘having Regulation is good, With limited environmental and social evaluation of narrative reporting’s aims but it should be cleaReR.’ performance disclosure, it appears that and objectives in the light of users’ Cfo, China the case for annual reports presenting preferences and of any changes since the an integrated overview of a business’s economic downturn began. 8
- 9. Survey introduction narrative reporting in the trends and factors underlying the ‘i think theRe should be moRe global MarKetplaCe development, performance and position statements about foRwaRd The development of capital markets and of the entity concerned. some suggest stRategy, ie RefeRRing to the the increasing sophistication of investors that these goals could best be achieved financials foR the yeaR ahead.’ and stakeholders within them have by extending the narrative reporting Cfo, australia driven progress in narrative reporting. within annual reports. Markets develop at different speeds and have different needs. Regulators narrative reports appear in various guises ‘annual RepoRts these days have also taken varied approaches to such as management commentary, just follow the Rules and responding to investors’ information management discussion and analysis, Regulations and theRe is no needs. so it is inevitable that narrative extended business review, operating evidence of engagement reporting is at different stages of and financial review, chairman’s with stakeholdeRs. i find that evolution around the world. statement, corporate governance most annual RepoRts aRe statement, environmental statement, histoRically oRiented and The objectives of this international survey remuneration report and health and pRovide a lengthy but vague have been: safety statement. Whatever form they histoRical oveRall view of the • to identify international differences take, as organisations have striven to company. but shaReholdeRs aRe • to uncover the challenges faced enhance the value and relevance of their looking foR moRe infoRmation by senior finance professionals, as corporate reporting, the narrative report about the futuRe and the preparers of annual reports; and is an increasingly important part of the pRospects of the company.’ • to obtain comments on the future annual report. Cfo, Malaysia direction for narrative reporting. Despite the volumetric expansion The recent financial markets crisis and of narrative reports, concerns have ‘i think theRe is too much its impact on the global economy have persisted that they are merely a Regulation; it is too inevitably led to a much greater focus on compliance exercise. There are also RestRictive. it is haRd to keep what and how listed companies report in doubts about their cost/benefit balance, confidentiality. this gives different markets to satisfy the needs of the neutrality of disclosures, information an advantage to unlisted the users of annual reports. overload, value relevance and competitoRs because they information-usefulness. Preparers have know so much about ouR With a lack of information or struggled to develop narrative reports business but they aRe not understanding blamed as a root cause beyond boilerplate, generic disclosures obliged to tell us anything.’ of the global markets’ downturn, to meet the demands of regulators/ Cfo, australia there are myriad pleas for enhanced legislators. Intended to give users a clarity, relevance and transparency better understanding of a business, in annual reports. This has included narrative reporting paradoxically may ‘i think the whole annual calls for simplification, the inclusion of now lead to a less clear and more RepoRt has become a customised, industry-relevant KPIs, and confused picture. RegulatoRy RequiRement as an increased focus on value-relevant opposed to an infoRmative disclosures of risk, future prospects and For example, the UK’s Financial document; and having moRe business models. A growing emphasis Reporting Council (FRC) review of the naRRatives is not going to help. on corporate responsibility has also led narrative reporting of 50 UK-listed they aRe complex and at times to demands for greater transparency in companies in 2008 and 2009, Rising difficult to undeRstand.’ how sustainability issues are linked to to the Challenge2, states that, even Cfo, australia corporate strategy and how they affect though the quality of narrative disclosure earnings and comparative performance. has improved since the first review in 2006, significant opportunities remain As a result, there have been, and for enhanced disclosures of principal continue to be, wide-ranging debates on risks, business models and non-financial how to create annual reports that users KPIs. Reports would benefit from find balanced, reliable, understandable, preparers showing a clear understanding comparable and relevant. The aim is to of the spirit of requirements, avoiding encompass information that is financial information clutter and including and non-financial, historical and comparable quantitative information future-oriented, and explains the main rather than bland statements. 2 Rising to the Challenge – A Review of Narrative Reporting by UK Listed Companies, Financial Reporting Council, 2009 hitting the notes, but what’s the tune? sURvEY InTRODUCTIOn 9
- 10. Survey introduction T FRC’s discussion paper Louder than narrative reporting practice is well The Corporations Act of Australia6 Words3 contends that the complexity developed in the Us, where the includes the requirement to prepare a of corporate reports, their perception as securities and Exchange Commission directors’ report for each financial year. compliance exercises and their attempt to requires inclusion of Management’s This report should include an overview please too many users all work to inhibit Discussion and Analysis of Financial of the entity’s operations, results and the effective communication of an overall Condition and Results of Operations activities, including any significant picture of business performance. It calls (MD&A) in the annual reports. MD&A changes, as well as the entity’s state of for a return to the principle that the main addresses the ‘reporting entity’s affairs and key developments expected in purpose of a corporate report is to provide performance measures, financial future financial years. decision-useful information to its primary statements, systems and controls, users – the investors in the company. compliance with laws and regulations, In Malaysia, enterprises are encouraged Louder than Words implies the need for a and actions taken or planned to to present, outside the financial period of reflection for all the stakeholders address problems’. It should also statements, a financial review by (including the users and preparers of address ‘significant events, conditions, management describing and explaining corporate reports and regulators). This trends and contingencies that may the main features of the enterprise’s would lead to a critical review of the affect future operations’4. financial performance and financial narrative reporting model with the aim position, and the principal uncertainties of setting a principles-based approach to The requirements for management it faces. Outside the financial regulation and the production of corporate commentary-type of reporting are set statements, additional statements reports which users, including investors, out in various legal instruments adopted such as environmental reports and find relevant. by the European Union, in particular value-added statements may be included the Fourth and seventh Company if management believes they will assist narrative reporting – aCross Law Directives. In the UK, Accounting users in making investment decisions7. the bounDaries standard Board (AsB) Reporting The evolution of corporate reporting has statement 1 outlines guidelines for In singapore, under the Companies been largely driven by local legislation the preparation of the Operating and Act, companies are obliged to include a and local market requirements. In recent Financial Review, while under the directors’ report in their annual financial years, the globalisation of business has Companies Act 2006, listed companies statement. The report must give a fair led to calls for greater consistency in the are required to include an extended review of the company’s financial and information provided to stakeholders. business review in the directors’ report, operational results and conditions8. that should identify the main trends In June 2009, the International and factors likely to affect the future Given the global nature of modern Accounting standards Board (IAsB) development, performance and position business, it is essential that the debate issued for public comment a proposed of the company. around the future shape of narrative non-mandatory framework for narrative reporting considers the perspectives of reporting. The framework provides In Kenya, switzerland and the UAE preparers across multiple jurisdictions. guidance to improve the consistency companies voluntarily include the and comparability of reporting chairman’s statement, the chief executive By focusing on nine varied international across jurisdictions. It identifies the statement and activity reports. markets, this research report provides Management Commentary as the an insight into the perspectives of primary component of an annual report, In China, the listing rules5 require senior finance executives on the current alongside the financial statements and the annual report to include not only and future shape and value of relevant accompanying notes. The International financial statements but also discussion narrative reports and the challenges Federation of Accountants (IFAC) is also and analyses of the management section in preparing them. Its aim is to further taking a keen interest in the development and directors’ report. the debate on the development of of an updated series of best practices for corporate reports that tell, effectively and improving narrative reporting globally. transparently, a meaningful story of the business to their main users. 3 Louder than Words – A discussion paper, UK Financial Reporting Council, 2009 4 Statement of Recommended Accounting Standards Number 15, Management Discussion and Analysis, the Federal Accounting standards Advisory Board (FAsB), April 1999 5 China Securities Regulatory Commission Order Number 40 (Management Method for Listing Company’s Disclosure) 6 section 299 of the Corporations Act of Australia 7 Financial Reporting Standard 101 – Presentation of Financial Statements, Malaysian Accounting standards Board, 1 January 2010 8 section 201 of the Companies Act of singapore 10
- 11. Study methodology the report is based on telephone interviews with 231 Cfos, group finance directors or equivalent within publicly accountable entities (preparers of annual reports) in australia, China, Kenya, Malaysia, singapore, switzerland, the uae, the uK and the us, conducted from april to June 2010. The three charts below give further information on the respondents and their companies. InDuSTry LoCATIon 2% Professional services and consulting 9% Energy and natural resources 5% Leisure, media and entertainment 2% Kenya 6% Pharmaceuticals and healthcare 4% singapore 7% Manufacturing and industrial and 7% UAE automotive products 11% China 14% Australia 7% Other 14% Us 13% Consumer products and retail 15% switzerland 15% UK 12% IT and telecommunications 18% Malaysia 18% Building, engineering and infrastructure 21% Banking and finance SToCk ExCHAngE LISTIng9 Bursa Malaysia 14 Australia securities Exchange 14 swiss Exchange 13 Hong Kong stock Exchange 12 London stock Exchange 9 nAsDAQ 8 new York stock Exchange 5 AIM 5 singapore stock Exchange 5 Kuala Lumpur stock Exchange 5 Abu Dhabi 3 Dubai Financial Market 3 nairobi stock Exchange 2 OTC Bulletin Board 2 nAsDAQ Dubai 1 Euronext 1 shanghai stock Exchange 1 Frankfurt stock Exchange 1 Other 6 0% 3% 6% 9% 12% 15% 9 The survey respondents had the option of selecting multiple options for the stock exchanges on which the company was listed hitting the notes, but what’s the tune? sTUDY METHODOLOGY 11
- 12. Survey findings finanCe funCtion leaDing towards placing narrative disclosure departments drive the process) mean narrative reporting under firm strategic and operational that the ability of the report to tell a The majority of those surveyed believe control. meaningful story about financial and that their organisation’s finance function non-financial performance is being steers its narrative reporting. According The importance of narrative disclosure given prominence? to 53% of respondents, either the within annual reports is underlined by finance department or the CFO drives the the fact that 82% of the respondents CharaCteristiCs of a gooD majority of the preparation of narrative said that the business leadership or narrative report reporting within the annual reports. As functional strategic areas – the chairman/ IAsB considers the provision of reporting has moved beyond historically CEO/finance department – drive the decision-useful information to current focused, number-driven content, a majority of narrative disclosures within and potential investors to be the principal significant number of organisations the annual reports. The question of how characteristic of narrative reporting. appear to have widened the scope of the this influences content presentation is While relevance to the decision-making finance remit rather than allocating the an interesting one. Does it reinforce needs of users may be the most preparation of narrative disclosures to the practice of compliance-driven and important characteristic of narrative other parts of the business. With 20% of boilerplate reporting? Does the relative disclosures, there is no clear-cut respondents saying the chief executive lack of leadership by marketing and consensus among respondents. drives the majority of disclosure, there investor relations departments (only is a strong bias among those surveyed 9% of respondents claim that these CHArT 1: DrIvIng THE prEpArATIon of nArrATIvE DISCLoSurE who Drives the MaJority of your narrative? 2% CFO 3% Marketing/PR department 4% Other 5% Combination of people/departments 6% Investor relations department 9% Chairman 20% Chief executive 51% Finance department CHArT 2: nArrATIvE DISCLoSurES – moST ImporTAnT CHArACTErISTICS whiCh CharaCteristiCs of narrative DisClosure are ConsiDereD to be the Most iMportant? Relevant to the decision making needs of users 29 Readily understandable by users 22 Balanced (providing both good and bad news) 20 Forward-looking 10 Objectively supportable 9 Comparable over time 9 Don’t know 1 0% 5% 10% 15% 20% 25% 30% 12
- 13. TSurvey findings Only 29% of respondents believe that Most respondents (57%) consider for narrative reporting disclosures (see the relevance to users is the most building reputation to be a highly chart 3), wider stakeholders (such as important characteristic. While this was important driver for narrative reporting customers, general public, employees, the most popular answer, the majority of disclosures. This suggests that, media and suppliers) are considered of respondents chose other characteristics since the global economic downturn only moderate or low importance by the as the most important. so, is narrative and in recognition of the increasing large majority of respondents. reporting achieving its main aim, or attention paid to corporate social and is the preparer’s task being blurred environmental reporting, preparers now shareholDers anD regulators by legal and regulatory compliance or see narrative reports as an opportunity to – requireMents froM narrative other features? build corporate reputation by illustrating reporting their reputational risk management. Regulators may not be the most Driving narrative DisClosure: important perceived audience but their shareholDers or regulators? While only 29% of respondents consider requirements and those of shareholders narrative reporting has developed relevance to the decision-making needs are seen as almost equally important by both as a result of preparers’ desire to of users to be the most important respondents. But if the requirements of communicate continuously evolving characteristic of narrative reports (see chart both the shareholders and regulators are regulatory requirements and meet user 2), 53% see providing useful information of equal importance, what is the main expectations. How do preparers prioritise for decision-making as a highly important reason for preparing narrative reports? the needs of these and other audiences? driver for narrative reporting. Is it to comply with legal/regulatory requirements or to fulfil the requirements The survey findings show that preparers auDienCes for narrative of the main users of narrative reports (ie of narrative reports consider legal reporting shareholders)? Are these requirements and regulatory compliance (83%) to The challenges of narrative reporting mutually incompatible? be marginally more important than can be simplified when preparers have shareholders’ requirements (82%), a clear view about its main users. The shareholDers’ neeDs: finanCe followed by the demonstration of survey findings (see chart 4) show leaDers’ perCeptions stewardship, ie accountability to that shareholders are considered by Preparers perceive the five most stakeholders (71%). The equally high far the most significant audience (cited important disclosures for shareholders importance with which the needs of as of high importance by 88% of to be: explanation of the financial results regulators and shareholders are treated respondents), with 67% of respondents and financial position (87%), most goes to the heart of one of the dilemmas also seeing regulators as of high important risks and their management facing narrative reporting. How do importance. Analysts are considered (67%), future plans and prospects preparers balance the need to meet the third most important set of users (64%), description of the business legal and other requirements with the (56% of respondents assigned them model (60%), and key performance desire to tell the story of the period under high importance). Even though 71% indicators (58%). review and the possible consequences for of respondents say that stakeholder the future? accountability is a highly important driver CHArT 3: nArrATIvE DISCLoSurES – ImporTAnT DrIvErS how iMportant are the following Drivers for inCluDing narrative DisClosures in annual reports? Legal and regulatory High importance requirements 83 15 2 Moderate importance shareholder requirements 82 15 3 Low importance Don’t know Demonstrating stewardship ie accountability to stakeholders 71 24 5 note: Building reputation 57 38 5 some figures do not add up to 100% because of rounding. Providing useful information for decision-making 53 39 7 Managing uncertainty by allaying concerns 36 51 12 1 Competitors/peers providing the same information 20 49 30 1 Marketing 19 50 31 Motivating staff 16 52 31 1 0% 20% 40% 60% 80% 100% hitting the notes, but what’s the tune? sURvEY FInDInGs 13
- 14. THE prEpArEr’S vIEW from T uS uk ron Dissinger, Chief finanCial offiCer, eriC hutChinson fCCa, Chief finanCial offiCer, Kellogg CoMpany spirent CoMMuniCations plC Keep it simple a marriage of equals As CFO of Kellogg, the food giant based in Battle Creek, Michigan, For Eric Hutchinson, FCCA, chief financial officer of spirent Ron Dissinger believes his narrative reporting task is arguably Communications plc (a FTsE 250 communications and systems more straightforward than those of finance leaders in some other company), the twin drivers of communication to shareholders and business sectors. compliance for regulators are mutually supportive. setting out how the Kellogg business has performed is, Dissinger ‘I would say that the compliance aspects are a necessary safeguard, feels, the main thing investors look for from the narrative within the underpinning the tone and content of the communication,’ company’s annual reports. he explains. ‘so I see the regulatory requirements of narrative reporting moderating or enforcing certain things which need to be ‘They want to know about the state of the business,’ he says. ‘They communicated and generally imposing a balance that would not can read and interpret our financial statements. What they want set otherwise be there. out in the narrative are clear statements on the state of the business and drivers of performance.’ ‘From the CFO’s perspective, communicating to shareholders, investors and the wider market is your number one priority. But you While Dissinger sees compliance and communicating with users as find that, if you get the communication right, you usually tick all the of equal importance and value, he is not convinced that investors compliance boxes on the way.’ have deep interest in some of the disclosures that are mandated by regulators. nor does he see the numbers as subservient to the narrative or vice versa. ‘Both have got weight,’ he says. ‘The financial numbers ‘We find that, from a regulatory standpoint, our disclosures can be clearly have to represent the true view of the financial position and exhaustive. But when we talk to investors, rarely do we get questions the performance of the company. But alone, they don’t mean very on some of the more technical components of our 10-Ks and 10-Qs much. Without the narrative explanation, you might as well publish [the annual and quarterly reports that summarise a public company’s bank statements. And, equally, the narrative reporting can’t just stand performance, as required by the Us securities and Exchange alone without locking back to something that people feel has been Commission]. They may comment that we’ve done a good job and scrutinised by the auditor.’ that they’re very thorough and easy to understand, but we don’t get a lot of people calling us and asking specific questions, especially on However, Hutchinson concedes that corporate reporting in annual the more technical disclosures. reports does have weaknesses, not least because of a tendency to adopt what is generally accepted practice and the reluctance of ‘The fact is that they are far more interested in the commercial aspects companies to strike out from the herd and do things differently. of our business. However, we recognise that many of the technical disclosures and notes provide investors with relevant information on the He also believes in the need for greater clarity in explaining financial health of the business.’ companies’ business models. For this reason, Dissinger believes that the text which sets out the ‘The most valuable part of the narrative report for users is the business performance is the most valuable part of the narrative business review,’ he points out. ‘They want to know what the reporting section. But he also points out that it is far from the only company does, how it generates income and who its customers are – source of information on which investors rely and that there will be plus, are those customers going to come back next year, and are they valuable opportunities for investor questions in conference calls, going to buy more or less? With all the complexities of language that industry conferences and investor meetings. tend to sit around the business review and reporting, it can be quite difficult to penetrate. summing up, Dissinger says that ‘regulators should be sensitive to investor needs’ and consider these when deciding what is mandated ‘I think that a lot of readers of accounts do find it very difficult, with within narrative reporting. any company, to really understand what its business is. I would like to see, in the annual reporting at least, a clear statement of what the company does in plain English, followed by a clear explanation of how it generates income.’ And while many companies have increasingly complex business models, he believes that the overall rationale for a company’s existence can always be conveyed concisely and clearly. ‘If you can’t set this out on one side of paper, in fairly large type, then there’s something wrong.’ 14
- 15. T THE prEpArEr’S vIEW from mALAySIA eaMon byrne fCCa, Chief finanCial offiCer anD faizatul aKMar fCCa, Chief finanCial offiCer, CoMpany seCretary, exCo resourCes tiMe DotCoM the industry matters Disclosing the future – balancing needs and reactions Eamon Byrne is CFO and company secretary of Exco Resources, Time dotCom, Malaysia’s leading alternative fixed-line a mining and exploration company, headquartered in West Perth, telecommunication solution provider, is listed on the main market of Australia. Having worked for a number of resources companies during the Malaysian stock Exchange (Bursa Malaysia). his career, Byrne stresses the importance and value of sector-specific reporting. The contents of what he describes as the marketing section Faizatul Akmar, the company’s CFO, considers narrative reporting of Exco’s annual report have a very particular focus, given that much to be more important than financial statements. ‘There is a link of the commercial value of the business may not be reflected on the between financial statements and narrative reporting,’ she says. ‘In balance sheet. our company, narrative reporting is the joint effort of a number of departments. I ensure that there is no contradiction between financial ‘The marketing section contains the narrative on all our projects, statements and narrative sections, but the numbers have limited including how they are progressing and how we see them developing significance. You look at the numbers and they tell you about the in the future,’ he says. ‘For that reason, it is a really important part of profitability of a company. What you want to know is how was the the annual report for users.’ profit made. It is the story around the profits, around the numbers, that is more usefully meaningful.’ Byrne makes the point that the rules around continuous disclosure mean that the annual report is unlikely to reveal anything Akmar believes that this story should be told in simple terms: operationally material of which the market was previously unaware. ‘Reports should not be complex. If they are, they will not be useful. At ‘The rules around continuous disclosure in Australia for listed times, shareholders do not understand the annual reports. They are companies, especially for mining and exploration companies, are supported by analysts for interpretation of annual reports.’ understandably strict, so the market learns about new projects and developments as they come on-stream,’ he says. ‘nevertheless, the As analysts ask a lot of questions about the contents of narrative overview of our operations provided in our annual report is valuable to reports, Akmar believes that narrative reports are a useful source investors because of the comprehensive picture it paints.’ of information for analysts. ‘Analysts consider narrative reports very useful,’ she says. ‘They go through the reports and ask a number of Byrne also highlights how important the ability to fund projects is questions. They want to know about future prospects, market share, to investors in his particular industry and how this influences what new developments, about what we are trying to do. Analysts know they look for from reporting. ‘We produce a quarterly report for the that we cannot disclose everything in the narrative reports, but we do Australian securities Exchange and one of the main focuses of that answer their queries.’ report is how much money you have at the end of the period,’ he explains. ‘In the mining business, cash is king. People want to know There is a recognition that narrative reporting could be more if you have the funds to continue your projects. so at the exploration consequential to analysts and shareholders if more information was stage, the profit and loss and, to a certain extent, the balance sheet disclosed. However, apprehensions about shareholders’ adverse are not the focus of attention – it’s cash and what you’re going to reactions to the accuracy of disclosures, especially those involving do with that cash in the future. Future investors or shareholders will future projections, are compelling preparers to limit narrative reports home it on that, along with information describing projects you’re to regulatory compliance. looking to fund in the future.’ Akmar says: ‘As preparers of narrative reports, our focus is on As for shortcomings in reporting, Byrne points to issues of complying with regulatory requirements. We try not to disclose comparability: ‘This can be a problem, as companies have everything but if shareholders ask, we give the information. In my different approaches to things like the capitalisation of exploration experience, at the annual general meeting shareholders ask questions expenditures, KPIs and unit costs. Here in Australia, there is a history about future prospects. They want information about future prospects, of standards for the extractive industry, which certainly helps, but but if we disclose it in the annual reports and the future does not there is nevertheless a range of matters of judgment around how costs turn out to be as the disclosures in the annual reports, we would be are treated and measured, even in statutory reporting.’ held responsible for the disclosures. so the usefulness increases with more information, but if we disclose more information, we run the Characterising the ideal balance between discretion and regulation risk of being held accountable for the information disclosed. We thus in narrative reporting, Byrne feels it is important to have the freedom disclose only what is required by regulations.’ to tell the unique story of the business within the annual report, which at the same time has some comparability with how others Looking ahead, Akmar says: ‘We need more information in the narrative are reporting. ‘It is difficult,’ he admits. ‘You want the necessary reports. Reports are becoming thin because, due to cost-cutting discretion to say what you can to create good, meaningful information measures, companies are limiting themselves to regulatory requirements. for your stakeholders, and you also want some standard structure to Going forward, we need to balance the shareholders’ requirements work to, if only for comfort.’ and perception about their reaction to disclosures. A balance between regulatory requirements and giving information to shareholders for making decisions will be good, but how do we do it?’ hitting the notes, but what’s the tune? 15
- 16. THE prEpArEr’S vIEW from T uAE raManathan narayana, finanCial Controller, aMos ng fCCa, Chief finanCial offiCer, Dubai insuranCe CoMpany straCo Corporation narrative reporting – an exercise in compliance regulators: lending credibility Dubai Insurance Company is the UAE’s foremost insurance company, As chief financial officer of straco Corporation, a leading developer supported by leading reinsurers. The company underwrites all types of of Chinese tourist and leisure attractions, Amos ng is very clear risks in general, life and health insurance. about what is expected from finance leaders in the field of narrative reporting. ‘First and foremost, we need to ensure that the annual Ramanathan narayana, its financial controller, contends that the main report is informative, comprehensive and user-friendly,’ he says. purpose of narrative reports is compliance with legal requirements. ‘What narrative reporting does is to achieve compliance to a larger In terms of what is most valuable to users, ng highlights those areas extent,’ he says. ‘Users are interested in some part of the narrative of the report where management speaks directly to readers about the reporting, which is essential to understand the financial statements.’ business. ‘The reports from the managing director or the chairman to the shareholders are what really provide insight into the performance In his opinion, shareholders in emerging economies tend to rely of the reporting entity and the challenges and opportunities within the mostly on financial statements. shareholders’ interest in annual industry,’ he says. ‘The Operating and Financial Review is also highly reports is therefore mainly confined to learning about a company’s valuable as it provides more explanation to supplement and continue financial performance and position, and to know through the narrative the second part of the annual report.’ reporting that the company is complying with the local regulatory framework and international standards. ng makes the point that the annual report is not the only form of corporate information on which investors rely. ‘You have to put things in One of the main features of narrative reporting is corporate perspective because, for a listed company, the annual report is only one governance and risk management. The regulations make it means of communicating with the shareholders,’ he says. ‘There is also compulsory for all listed companies to adhere to corporate governance quarterly reporting and other announcements that we need to make, as guidelines and it becomes all the more important for users of financial and when things happen. But, essentially, the annual report provides a statements that the company is fulfilling the legal requirements and comprehensive summary of the state of affairs of the company. following best practice in corporate governance and risk management. ‘If I put myself in the position of an investor, I would like to look at not Complexity of narrative reporting is a major concern for narayana. only what the chairman has to say and how the company has done in ‘Annual reports have become complex,’ he says. ‘Because of the the past financial year, but where the challenges and the opportunities sheer size of the narrative reports, it becomes difficult for an ordinary for the company will be, going forward.’ shareholder to fully understand the significance of the same.’ However, talking about future prospects comes with inherent As to the future shape of narrative reporting, narayana says: ‘The challenges. ‘Most companies will be understandably wary of talking annual reports are getting thicker. In order to protect the policyholder too openly about their individual strategies for capitalising on and the stakeholders, the regulatory authorities in most of the opportunities,’ ng says. ‘But there is certainly no issue in talking countries want more disclosures for enabling the ordinary man and about the challenges facing an industry per se, as a means of giving the shareholder to understand the company better.’ users greater insight.’ He also highlights the contrast between annual reporting and more continuous disclosures: ‘In quarterly reporting, there is a section which looks at performance and major issues that may impact the industry and the company in the short term. In comparison, annual reports are very historical in nature.’ ng suggests that one area of improvement would be to try and capture this more forward-looking view in annual reporting. ‘Adding in sections about the outlook for the business and what shareholders can expect from the company in the future would be beneficial,’ he says. ‘Obviously, it can’t be hugely specific but it can provide that more macroeconomic view of what may impact the industry.’ Compliance has not been set up in opposition to users’ needs, says ng, but to reinforce them: ‘Things like the code of corporate governance and directors’ remuneration are pretty important disclosures, whether you are shareholder or staff. At the end of day, regulators are there to serve the needs of stakeholders and this is the perspective from which they start. ‘Achieving compliance with the laws and rules governing narrative reporting lends credibility and reliability to your annual reports. If things were left entirely to the preparer, this would lead to varying standards.’ 16
- 17. T THE prEpArEr’S vIEW from kEnyA risper alaro MuKoto fCCa, finanCe anD huMan resourCe Manager, CentuM investMent CoMpany ltD beyond regulation – telling the story Centum Investment Company Limited (Centum) is the largest quoted investment company in East Africa. Founded in 1967, Centum is both a provider and manager of funds, and positions itself as an investment channel through which other investors are able to access diversified investments and management expertise for a superior return. Centum has a pan-African investment focus, and as at 31 March 2010, had a portfolio of assets under management valued at over $110m. The portfolio consists broadly of investment in private equity, listed equity and real estate. As Centum’s finance leader, Risper Mukoto is very conscious of the value narrative reporting delivers to Centum’s various stakeholders, who include providers of capital and consumers of capital as well as the stock market investing public. ‘narrative reporting enables our stakeholders to make sense of the financial performance of the company and keep track of the strategic direction of the company. stakeholders also get a better sense of the company’s operating environment, corporate governance structures and so on. This allows them to make informed partnership decisions.’ While the regulator demands specific disclosures which focus on corporate governance and the timely submission of information, Mukoto points out that user needs may go significantly beyond what Centum is currently required to report. ‘When you are communicating to stakeholders, the questions they are asking themselves are: is this a company I want to partner with? Is this a company I want to invest in? Is this a responsible company?’ says Mukoto. ‘This will certainly include issues of corporate governance, which is a requirement by the regulator, but also information on the company’s strategic direction and social responsibility.’ As the finance leader working for a closed-ended investment fund, Mukoto is also conscious of the industry-specific complexities with which stakeholders have to contend. she highlights issues around accounting for financial instruments and how difficult this can be for a user to decipher. ‘Any layman looking at a statement of comprehensive income may think that this is the ‘cash’ made by the company during the period, whereas – under IFRs – that’s not essentially it. Issues around fair valuation are also still not widely understood. narrative therefore needs to demystify IFRs reporting and guide users on how to interpret the statements and value creation in the period. That has been a big challenge for us.’ For this reason, Mukoto sees the narrative part of the annual report and the audited financial statements as working very much together: ‘One should really explain the other. so if you were in a hurry and you picked up the financial statements and you just wanted to look at two pages – the financial position and the income statement – you would really just need to look at one other narrative report (the Board statement) to explain the environment behind performance. The statements complement each other.’ hitting the notes, but what’s the tune? 17
- 18. THE uSEr’S vIEW from T uk the national assoCiation of pension funDs More, in fewer words In thinking about some of the challenges around narrative disclosure, The national Association of Pension Funds (nAPF) is the leading UK Paterson highlights three main areas. ‘There can be a tendency to slip body providing representation and other services for those involved in into boilerplating. Where there are lists of requirements the preparer designing, operating, advising and investing in all aspects of pensions has to meet, the result can be a document which is driven by the and other retirement provision. speaking for the wide range of investors regulations and less by the needs of the users. Escaping from this is nAPF represents, David Paterson, head of corporate governance, very important.’ believes that the ideal narrative reporting within annual reports should present them with a clear, strategic view of the business. The size and scope of some current reporting is also a concern. ‘There are some very good reports, but many are simply too big. One of the ‘It’s important that narrative reporting should effectively present a challenges for companies is to create something that meets all the description of the company’s business, starting from very high-level necessary regulatory requirements and that really informs shareholders principles and working through the detail. so, ideally, a narrative report of all shapes and sizes. What we should be aiming for is better quality should make a clear statement as to what the company’s objectives reporting, which says more in fewer words.’ are, how it plans to achieve them, the key risks associated with the strategy and the extent to which it’s been successful over the preceding ‘Talking about environmental and social matters may be the biggest year, and over the longer term. Following on, there should be details challenge. There is a problem in how to incorporate better provided by the chairman and senior management, looking at the information on these issues in such a way that they enhance investors’ areas they have responsibility for: the chairman looking particularly at understanding of the dynamics of the business. The point of improved the operation of the Board in supporting strategic delivery; the CEO disclosures in this area is to enable investors to understand better what talking about how the strategy has evolved and how the business has the risks around such matters are and how the company has addressed performed in the current business environment; and the CFO looking them from the point of view of creating a long-term successful business.’ at the financial outcome in more detail, including the effective use of capital and the company’s approach to funding.’ The final comment Paterson makes is that ‘the annual report is not a marketing document. It should be a report on the progress of the In considering whether narrative reporting in annual reports is giving business during the previous 12 months, but also looking longer term, investors the decision-useful information they need, Paterson points out so users can see the continuum. In doing this, there is always a danger that these reports are only one element of what is a complex reporting of turning reports into just a list of successful achievements. The annual structure, with much valuable information being provided throughout report should cover what didn’t go well, in addition to what did, and the year, at meetings and presentations. He nevertheless stresses how the Board and senior management have responded to challenges.’ that the annual report provides a valuable function. ‘The role of the annual report is to take a step back and look at the business in a more ‘It’s difficult’ Paterson concedes, ‘because no one wants to talk about considered way. It allows a company to take stock of where it is in things that have not gone to plan. But nothing goes in a straight line – terms of building the business towards its long-term goals.’ that is the way life is.’ 18
- 19. T THE uSEr’S vIEW from uk uS the assoCiation of british insurers the CounCil of institutional investors focus on the material a model of discretion In relation to the challenges facing preparers, Marc Jobling, assistant The Council of Institutional Investors (CII) is a non-profit association director – investment affairs at the Association of British Insurers (ABI), of public, union and corporate pension funds with combined assets highlights the diversity of expectations within the investor community. of more than $Us3 trillion. Its member funds are major long-term shareowners with a duty to protect the retirement assets of millions of ‘There isn’t just one type of investor, so what they are looking for from American workers. In terms of making decisions that safeguard and narrative reporting within annual reports will vary,’ he explains. ‘For maximise these investments, CII sees clear value in narrative reporting example, institutional investors will be very interested in a company’s – provided it fulfils certain key expectations. strategy and look at the reporting on this to combine with their fundamental analysis. There will be other investors who rely more Glenn Davis, CII’s senior research associate, points to a positive on management information and trading statements, rather than the trend in the Us towards a more descriptive approach to highlighting annual report. Then there are retail investors who see themselves as core information. It is an approach that benefits from the discretion being owners and a sense of almost brand loyalty. They are interested encouraged by the management discussion and analysis (MD&A). in how the company has done, what the activities are during the year, He says: ‘There is a flexibility within the MD&A that enables how it’s performed, new product lines, and so on.’ reporting to guide the investor towards key material factors, meaning that preparers don’t need to cover every single trend and occurrence.’ For this reason, Jobling points out that it is hard to say whether He adds that blanket disclosure is actively discouraged in the investors, as a group, are getting what they want from narrative guidance provided to preparers by the securities and Exchange reporting. ‘From our point of view, what we can say is that there Commission (sEC). are some issues with annual reports, but the solutions to these are not straightforward. Reports are better at informing now than Davis believes that this ability to shape the report to the company’s they used to be, but the general concern – which reflects our individual circumstances, helps guard against boilerplating and members’ views, as portfolio investors – is lack of comparability allows preparers to tell a meaningful story. ‘The last thing the investor across different companies. But standardisation – which would community wants is a template that everyone fills out in the same be a solution to delivering more comparability – could endanger way’ he says. That’s not fulfilling the true spirit of narrative reporting.’ the flexibility to present information according to a company’s individual circumstances.’ He points to the MD&A of Berkshire Hathaway as an example of the sort of disclosure investors would most like to see because it is Another issue Jobling raises is the lack of cohesion between the ‘selective in terms of what it discusses, but it gives a holistic picture narrative and the financial statements that persists in some annual of what’s happening at the company.’ It is this attention to the reports. ‘I think this is still a problem,’ he says, ‘this sense that context of the company’s unique position that delivers real advantage, different parts of the report are written by different people and according to Davis. there’s not a connection between them. In these cases, the narrative reporting doesn’t necessarily provide an explanation of the company’s The difficulties around disclosing and explaining risk are also performance that is reflected in the numbers.’ appreciated by investors, but Davis argues that this should not prevent attempting fuller and more enlightening disclosure, especially While investors would not expect to see information that surrenders in the wake of the global economic crisis. ‘Exposure to risk is so competitive advantage, or is problematic to disclose for legal reasons, broad, that it can understandably be a daunting task for preparers Jobling feels that there could still be more transparency. ‘You generally to address’ he says. Post-financial crisis, there has been a greater find that if the chairman’s statement begins with “we’ve had a interest in seeing sensitivity analysis that addresses the various challenging year”, the numbers will certainly bear this out. But there’s outcomes in simple terms. A lot of the traction behind narrative not always a willingness to bring things to the fore and say “look: this reporting seems to have been rooted in the concept that it would is how it is, and this is the way we’re going to get out of it.’’’ provide a platform for discussing and explaining sensitivity analysis.’ Looking ahead, Jobling believes what is most needed in narrative While the exercise of discretion is leading to better narrative reporting, reporting within annual reports is greater brevity and clarity: ‘In the investors would welcome more detail on where companies are UK context, what we probably want to see is a more strategic and deriving most of their value. Davis suggests that reporting on how succinct approach.’ individual divisions are performing would give investors a better picture of companies’ operations and help reveal future trends. This It is accepted, however, that balancing brevity with providing valuable more detailed reporting would, he argues, give investors better insight information remains a challenge. ‘You don’t want the narrative into the factors that are driving a business forward. reporting to be so brief that you feel you’re being underinformed, but neither should it be so lengthy that it becomes impossible to digest. Fundamentally, avoiding complexity is key. ‘An average investor should Those writing the report need to think about what is really important be able to read an MD&A without an advanced degree in finance and material, and bring this out.’ and have a good understanding of what management is facing, the company’s primary challenges and where it’s heading.’ hitting the notes, but what’s the tune? 19
- 20. Survey findings T shows instances of clear divergence vary considerably across jurisdictions. As shown in chart 6, for regulators between regulatory requirements and For example, the Code of Corporate and legislators, the most important shareholders’ requirements. Governance in the UK has wide-ranging disclosures across markets are corporate disclosure requirements, including governance policies and procedures Even though, as shown in chart 6, the disclosures of internal controls, risk disclosures, remuneration reports disclosure requirements across these management and ‘comply or explain’ and an explanation of the financial jurisdictions appear similar, the nature requirements for the application of the results and financial position. This and extent of disclosures required can Code of Corporate Governance.10 CHArT 4: AuDIEnCES for nArrATIvE DISCLoSurES how iMportant are the following auDienCes when preparing narrative DisClosures in the annual report? shareholders (including High importance potential investors) 88 10 2 Moderate importance Regulators 67 25 8 Low importance Don’t know Analysts 56 35 8 1 note: Lenders 48 30 17 5 some figures do not add up to 100% because of rounding. Customers (including potential customers) 30 43 27 Revenue/tax authorities 29 34 34 2 General public 27 54 19 Employees (including potential employees) 23 52 26 Media 20 48 31 suppliers (including potential suppliers) 11 43 45 1 0% 20% 40% 60% 80% 100% CHArT 5: SHArEHoLDErS’ nEEDS AnD prEpArErS’ pErCEpTIonS froM a CoMpany perspeCtive how iMportant are the following narrative DisClosures ConsiDereD by shareholDers? Explanation of the financial High importance results and financial position 87 11 2 Moderate importance Most important risks and their management 67 28 5 Low importance Don’t know Future plans and prospects 64 31 5 A description of the business model note: (including strategy) 60 33 7 some figures do not add up to 100% because of rounding. Key performance indicators 58 33 8 Directors’ remuneration report 49 38 12 Corporate governance policies and procedures 46 42 11 1 stakeholder relationship management, such as employees and investors 33 53 13 1 social and environmental policies 14 49 35 2 Promotion/advertising of products and services 9 42 47 1 0% 20% 40% 60% 80% 100% 10 The UK Corporate Governance Code, Financial Reporting Council, June 2010 www.frc.org.uk/documents/pagemanager/Corporate_Governance/UK%20Corp%20Gov%20Code%20June%202010.pdf 20
- 21. TSurvey findings are required to establish policies for the ‘i just think that RegulatoRs The UAE Code of Corporate Governance oversight and management of material aRe tRying to make eveRy enacted recently requires only business risks and disclose a summary company fit the same box and disclosures of risk management and of these policies’14. In singapore and fit the same cRiteRia, which internal controls11. The Malaysian UAE, key financial risks are required to doesn’t woRk. naRRative Code of Corporate Governance requires be disclosed similar to IFRs 7, Financial RepoRting can woRk but companies to include a narrative account Instruments – Disclosures15 requirements. it can’t be Regulated. less of how they apply the broad principles of Regulation will make naRRative corporate governance.12 Another example Whereas corporate governance and RepoRting moRe impoRtant is the disclosure of key risks and their remuneration disclosures are important because it will complement management. In the Us, companies are legal/regulatory requirements across the standaRdised Regulated required to ‘provide insight into material the surveyed markets, preparers believe financial accounting, which opportunities, challenges and risks, such they are not particularly high priority for should make the annual as those presented by known material shareholders (see chart 5). Although RepoRt Readily undeRstandable trends and uncertainties, on which the legislation and regulation do not require by the public.’ company’s executives are most focused the inclusion of a description of the Cfo, australia for both the short and long term, as business model, business forecasting well as the actions they are taking to disclosures and key performance address these opportunities, challenges indicators in the annual report, preparers and risks’13. In Australia, ‘companies believe these disclosures are important to shareholders. CHArT 6: Common THEmES In LEgISLATIvE/rEguLATory rEquIrEmEnTS ACroSS mArkETS australia China Kenya Malaysia singapore switzerland uae uK us Remuneration report Explanation of the financial results and financial position Disclosure of compliance with environmental laws, environmental management policies and performance Disclosure of key risks and their management policies statement of compliance with corporate governance codes/listing requirements 11 Ministerial Resolution No (518) of 2009 Concerning Governance Rules and Corporate Discipline Standards, United Arab Emirates – Ministry of Economy www.sca.ae/English/legalaffairs/LegalLaws/2009-518.doc 12 Malaysian Code on Corporate Governance, revised in 2007 www.sc.com.y/eng/html/cg/cg2007.pdf 13 Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, Us securities and Exchange Commission, 2003 www.sec.gov/rules/interp/33-8350.htm#P24_4940 14 www.galaxyresources.com.au/documents/AsxCorporateGovernancePrinciples_000.pdf 15 IFRs 7, Financial Instruments: Disclosures www.iasb.org/nR/rdonlyres/8177F9A2-EB2F-45A3-BBF3-3DE7DCB13E1A/0/IFRs7.pdf hitting the notes, but what’s the tune? sURvEY FInDInGs 21
- 22. Survey findings T narrative reports: are not legally required in most of the The comparatively low proportion of the Current situation jurisdictions covered by this survey. respondents that include environmental As in the case of financial statements, These disclosures are considered high and social policies in their annual legal and regulatory requirements appear priority by shareholders and their reports may be due to an absence of to be driving narrative disclosures. The inclusion in the annual report signals requirements for such types of disclosure top three disclosures in the annual that, even though regulatory compliance in a majority of markets and/or perceived reports of those companies surveyed is the top priority, shareholders’ lesser interest of shareholders in such are mandatory – an explanation of the requirements are accorded importance. disclosure. Only 14% of the respondents financial results and financial positions (see chart 5) believe that shareholders (97%), directors’ remuneration report Other stakeholders are not generally consider environmental and social policy (87%) and corporate governance policies considered to be of high importance. disclosure to be highly important. It and procedures (87%). As a result, only a comparatively small may also be that shareholders consider proportion of narrative disclosures have standalone environmental/social/ Interestingly, and conversely, preparers stakeholder-oriented information, such sustainability reports to be the primary do not perceive corporate governance as environmental and social policies forum for disclosing environmental and policies and procedures and the (44%) and stakeholder relationship social policies. directors’ remuneration report to be a management (55%). high priority with shareholders (see chart The very high incidence of disclosure 5). With an overwhelmingly significant Over the past two decades, of corporate governance, directors’ majority disclosing corporate governance community, environmental and social remuneration report and explanations of and remuneration, it appears that even responsibility has climbed up the financial results and position indicates though preparers consider shareholders corporate agenda. A growing number that legal and regulatory compliance to be the main audience, it is compliance of international authorities, including remains important for preparers of that dictates the content of narrative IFAC, consider sustainability-related annual reports that include both financial reporting within annual reports. information to be useful in providing statements and narrative reports. investors with material information seventy-two per cent include highlighting sustainability impacts, forward-looking planning and two-thirds risks and opportunities.16 (66%) include KPIs, even though these CHArT 7: nArrATIvE DISCLoSurES In AnnuAL rEporTS are the following narrative DisClosures inCluDeD in the CoMpany’s annual report? Explanation of the financial Included results and financial position 97 3 not included and do not plan Corporate governance to include in the future policies and procedures 87 6 6 not currently included, but Directors’ plan to include in the future remuneration report 87 9 3 1 Don’t know Most important risks and their management 78 12 9 1 note: A description of the business some figures do not add up to model (including strategy) 74 17 7 1 100% because of rounding. Future plans and prospects 72 18 10 1 Key performance indicators 66 23 10 stakeholder relationship management 55 30 13 2 social and environmental policies 44 37 17 2 Promotion/advertising of products and services 32 53 13 2 0% 20% 40% 60% 80% 100% 16 IFAC sustainability Framework http://web.ifac.org/sustainability-framework 22
- 23. TSurvey findings Mapping future narrative positions an expression of preparer ‘shaReholdeRs should be able reports – post-finanCial perceptions that shareholders desire to assess the value of the Risks Crisis: evolution of disclosures beyond the boilerplate of a company.’ shareholDers’ interests statement of corporate governance Cfo, switzerlanD since the financial crisis, preparers compliances17 and the statement of perceive increased interest in important financial positions and results? Is the risks and their management disclosure increased interest in risks and their ‘it is totally oveR-Regulated. (78%), explanation of the financial management, KPIs, business model the tRend should be the results and financial position (71%), description and future plans and opposite diRection.’ future plans and prospects (66%), prospects indicative of the post-financial- Cfo, switzerlanD corporate governance policies and crisis spotlight on enhanced transparency procedures (56%), description of in corporate reporting?18 the business model (54%) and key ‘we should avoid infoRmation performance indicators (52%). since the financial crisis, there has been oveRload.’ a debate about the need to explore the Cfo, uae Interestingly, requirements for the potential of narrative reporting as an statement of compliance with corporate efficient and effective communicator governance codes and laws, and of current and future relationships, ‘the disclosuRe in the explanations of financial results and resources, risks, processes and products. RepoRt should be adequate, positions have existed for almost a That debate has focused on the accuRate and substantial, decade. Is the increased interest in evaluation of the challenges to creating especially when disclosing disclosures of corporate governance corporate reports considered useful by associated Risks.’ policies and procedures and in their users. Cfo, China explanations of financial results and CHArT 8: poST-fInAnCIAL CrISIS: EvoLuTIon of SHArEHoLDErS’ InTErESTS how have shareholDers interests in the following aspeCts of narrative reporting ChangeD in the afterMath of the global finanCial Crisis? Most important risks and their Of greater interest management 78 19 2 Unchanged Explanation of the financial results and financial position 71 28 1 Of less interest Don’t know Future plans and prospects 66 32 1 note: Corporate governance policies and procedures 56 39 4 1 some figures do not add up to 100% because of rounding. A description of the business model (including strategy) 54 42 3 1 Key performance indicators 52 44 22 Directors’ remuneration report 45 52 3 stakeholder relationship management, such as employees and investors 26 68 5 1 social and environmental policies 14 70 13 3 Promotion/advertising of products and services 11 71 16 2 0% 20% 40% 60% 80% 100% 17 Corporate governance and the credit crunch, ACCA, 2008 www.accaglobal.com/pubs/general/activities/library/governance/cg_pubs/cg_cc.pdf 18 Climbing out of the credit crunch, ACCA, 2008 www.accaglobal.com/pubs/general/activities/library/governance/cg_pubs/credit_crunch.pdf hitting the notes, but what’s the tune? sURvEY FInDInGs 23
- 24. Survey findings T ‘naRRative disclosuRes aRe narrative reporting: With 61% of respondents (see chart 9) geneRally impRoving in the Key Challenges saying that annual reports are required to quality, but too much volume The top five challenges highlighted do too much for diverse audiences and and Regulation aRe making by respondents are: the number of that this is their main challenge, it can documents bulkieR, making requirements (71%), the cost and be concluded that the preparers struggle it haRdeR foR the ReadeR to time involved (71%), the need to to balance the needs of shareholders, see the wood foR the tRees. i forecast prospects (64%), too diverse regulators and other users. The would encouRage a Reduction an audience (61%), and commercial preparers’ predicament is accentuated in the amount of infoRmation confidentiality (61%). by their perception that shareholders and RequiRed disclosuRes. this are the main audience for narrative would make the RepoRt useful.’ The number of requirements and the cost reports. While they consider shareholders Cfo, uK and time involved are seen as the main to be the main audience they are challenges. In the future, 65% of compelled to comply with legal and respondents would like less regulation and regulatory requirements – which may ‘i would like naRRative more discretion. Only 38% of preparers not correspond with the shareholders’ RepoRting to be moRe balanced see the free-form nature of narrative preferences. The form of disclosures is and to focus on significant reporting as a challenge. Only 19% would also determined by legal and regulatory items. naRRative RepoRting like more regulation and less discretion. requirements, which again may not be should not be spRead oveR 50 the same as those of shareholders. pages as the attention is lost The number of requirements appears and theRe is no way to find the to be the main challenge to narrative The need to discuss future prospects impoRtant infoRmation.’ reports achieving their potential as is also considered a major challenge. Cfo, uae communicators of information in the This may be a consequence of having form desired by their primary users (ie to prepare financial statements shareholders). narrative disclosures are with a retrospective rather than a ‘do not keep changing the seen as a vital element in contemporary prospective orientation. RequiRements. what was corporate reporting, but narrative allowed yesteRday is not reporting remains challenging. In reacting allowed today, which does not to the financial crisis, regulators have make sense.’ burdened preparers with increased Cfo, uae disclosure requirements. CHArT 9: CHALLEngES of proDuCIng nArrATIvE DISCLoSurES how Challenging are the following issues in proDuCing narrative DisClosures? The number of requirements 71 28 1 Challenging not challenging Cost and time involved 71 29 Don’t know Talking about future prospects 64 36 note: some figures do not add up to Annual report trying to do too 100% because of rounding. much for diverse audiences 61 39 Commercial confidentiality 61 37 1 Absence of comparable industry benchmarks 55 44 1 Providing balance (both good and bad news) 54 45 1 Measurement problems 46 53 no tangible economic value 41 52 6 The fact that narrative disclosure requirements are too free-form 38 58 4 Incorporating need for different delivery channels eg online 25 73 2 0% 20% 40% 60% 80% 100% 24
- 25. TSurvey findings useful narrative reports: that finance executives accept that the ‘annual RepoRts aRe getting the way forwarD way forward for annual reports is an faR too long because they have As outlined in chart 10, nearly account of business performance that to deal with an incReasing two-thirds of finance leaders would like is a combination of historical and numbeR of Regulations and more discretion and less regulation. They future-oriented? disclosuRe RequiRements. would also like to improve the usefulness the length of the annual of narrative disclosures by a number of For 58% of respondents, external auditor RepoRts can distRact the useR’s means, such as inclusion of external opinion would enhance the usefulness attention away fRom cRitical auditor opinion (58%), more emphasis of narrative reports. Thirty-three percent infoRmation in the annual on forward-looking information (57%), supported third-party verification or RepoRts. i would like to see a IAsB guidance (51%) and third-party assurance statements. These results sense of pRopoRtion bRought verification statements (33%). were surprising. They perhaps highlight to cRitical naRRative RepoRting the current oddity in corporate reporting disclosuRes.’ With 57% of the respondents saying that the financial statements are audited Cfo, uK that more emphasis on forward-looking but that the narrative reports are information would increase the usefulness typically subject to little or no external of narrative reporting, there is evidence assurance requirements. This survey’s of acceptance of the value of its inclusion results suggest this area should be in annual reports. Does this demonstrate considered further. CHArT 10: fuTurE of nArrATIvE rEporTIng – Cfo/fD prEfErEnCES as a Cfo/fD Dealing with narrative DisClosures, are you looKing for ...? 16% neither more nor less regulation or discretion 19% More regulation, less discretion 65% More discretion, less regulation CHArT 11: nArrATIvE rEporTIng – ImprovIng uSEfuLnESS woulD the following iMprove the usefulness of narrative reporting DisClosures? External auditor opinion 58 42 Yes no More emphasis on forward looking information 57 43 Guidance from the International Accounting standards Board 51 49 Third party verification/ assurance statement 33 67 0% 20% 40% 60% 80% 100% hitting the notes, but what’s the tune? sURvEY FInDInGs 25
- 26. Survey findings T narrative reporting: drivers for narrative disclosures. The top three disclosures included the story by MarKet 19 Explanation of the financial results and in narrative reports are the directors’ australia financial position (98%) is the most remuneration report (100%), an A large majority of respondents (91%) commonly included narrative disclosure explanation of financial results and consider shareholders to be a very in the annual reports. financial positions (100%), and an important audience for narrative explanation of business model (96%). reporting, while 52% also consider In compliance with legal/listing regulators an important audience. requirements, 95% of the respondents Only 31% of respondents consider shareholders’ requirements and legal disclose corporate governance policies directors’ remuneration a matter of and regulatory requirements are and procedures, but only 65% consider high importance for shareholders, but considered drivers of equal importance that such disclosure to be of high 100% include this disclosure. Only for narrative reporting. Even though importance to shareholders. A directors’ 46% of respondents state that corporate all the respondents include corporate remuneration report is included by 93% governance disclosure is of high governance disclosures in annual of the survey participants, although only importance to shareholders, although reports, only 27% consider this 58% of the respondents consider it of 89% include this in their reports to comply disclosure to be of high importance significant importance to shareholders. with legal and regulatory requirements. to shareholders. Among the survey Only 19% of the respondents consider respondents, 97% include a directors’ environmental and social disclosure to be since the financial crisis, respondents remuneration report even though only of significant importance to shareholders, consider that shareholders’ interest in 64% consider such disclosure to be of but 72% disclose this information. explanations of financial results and high importance to shareholders. position (73%), in the disclosure of since the financial crisis, 72% of important risks and their management since the financial crisis, for more respondents believe shareholder interest (73%), and in future plans and prospects than three-quarters of the respondents in disclosure of important risks and (69%) has increased. For the future, (76%) disclosure of important risks and their management has increased. 70% 73% of respondents would prefer more their management has become more believe that interest in future plans discretion and less regulation, 15% would important. Just over half of respondents and prospects has also increased. For prefer more regulation and less discretion (52%) believe that shareholder interest the majority of respondents, the main and 12% would like neither more nor in the disclosure of future plans and challenges of producing useful narrative less regulation and discretion in preparing prospects has become greater since reports include the need to discuss future narrative reports. The main challenges the financial crisis. The number of prospects (74%), too many requirements are the cost and time involved (77%) and requirements, the cost and time involved (72%) and concerns about commercial the need to forecast prospects (73%). in satisfying them, and commercial confidentiality (72%). For more than nonetheless, 65% of the respondents confidentiality are considered (by 76% three-quarters of respondents (77%), believe more emphasis on forward-looking of the respondents in each case) to IAsB guidance would help enhance information would enhance the usefulness be major challenges when producing the usefulness of disclosure. 70% of of narrative reporting disclosures. 58% useful narrative disclosures. Going respondents consider the inclusion of supported external auditor opinion and forward, for 36% of respondents, external auditor opinion as useful for 39% supported third-party verification/ external auditor opinion would increase increasing the usefulness of narrative assurance statement. the usefulness of narrative reports and reports and 47% favour third-party 12% favoured third-party verification/ verification/assurance statement. In the switzerland assurance statements. In the future, future in the preparation of narrative A significant majority of respondents 82% of respondents would like more reports, 54% of respondents would like (85%) see shareholders as the most discretion and less regulation, 9% would more discretion and less regulation, important audience for narrative reports, like more regulation and less discretion 40% would like more regulation and less with 79% considering shareholders’ and 9% would like neither more nor discretion and 6% would like neither requirements to be the main driver less regulation and discretion in the more nor less regulation and discretion. for narrative disclosures. nearly half preparation of narrative reports. (47%) also consider regulators as an China important audience of narrative reports Malaysia A very high percentage of respondents and 68% consider legal and regulatory Most respondents (79%) consider (96%) consider both shareholders and requirements as the main driver for shareholders to be a very important regulators to be the main audience for narrative disclosures. audience for narrative reporting, while narrative reporting. All respondents see 72% think that regulators are also legal and regulatory requirements as the A large majority of respondents include highly important. Both shareholders’ main driver for narrative disclosures, in their annual reports an explanation requirements and legal and regulatory while 85% also see shareholders’ of the financial results and financial requirements are considered major requirements as an important driver. position (94%), corporate governance 19 Country results are reported for markets with 5% or more of the overall international response. Response rates by market are not necessarily indicative of the sample universe available in all markets. 26
- 27. TSurvey findings policies and procedures (94%), and A large majority (81%) of respondents external auditor opinion as increasing risks and their management (91%). consider the absence of comparable usefulness, with 21% saying third- Only 53% believe that shareholders industry benchmarks to be the main party verification/assurance statements regard corporate governance policies challenge when producing useful narrative would aid use. In the future, 74% of and procedures as highly important reports. Going forward, respondent said respondents would like less regulation disclosures, but 94% make such the usefulness of narrative reports would and more discretion in the preparation disclosures to comply with legal and be improved by the inclusion of external of narrative reports. 3% of respondents regulatory requirements. auditor opinion (82%) and third party support more regulation and less verification/assurance statements (50%). discretion and 23% support neither more since the financial crisis, 79% of In the future, 44% of respondents would nor less regulation and discretion survey participants believe that like more discretion and less regulation shareholders’ interest in the disclosure in the preparation of narrative reports, us of important risks and their management 25% of respondents would like more A large majority (91%) of respondents has increased. regulation and less discretion and consider shareholders to be a highly 31% would like neither more nor less important audience for narrative reports For 77% of respondents, the number regulation and discretion. but 72% also consider regulators an of requirements is the most important audience of high importance. 88% of challenge when making useful narrative uK respondents consider legal and regulatory reports. For 59% of respondents, A large majority (91%) of respondents requirements and 91% of respondents inclusion of external auditor opinion see shareholders as an important consider shareholders’ requirements as was considered useful while 32% audience of narrative reports and 77% important drivers for narrative disclosures. of respondents said third-party consider shareholders’ requirements verification/assurance statements would to be the main driver for including A majority of respondents include an enhance the usefulness of narrative narrative disclosure in the annual explanation of the financial results reporting disclosures. reports. Regulators are also considered and financial position (100%), most an important audience by 56% of survey important risks and their management A majority (71%) of respondents see participants. seventy-nine per cent (97%), and a description of the business more discretion and less regulation as of them also see legal and regulatory model (88%) in their annual reports. the way forward for narrative disclosures. requirements as the main driver for While only 34% of respondents believe 15% of respondents would like to see including narrative disclosures. that shareholders consider corporate more regulation and less discretion and governance policies and procedures Explanations of financial results and 14% of respondents would like neither to be disclosures of high importance, financial positions (100%), future more nor less regulation and discretion. 72% include this disclosure. since plans and prospects (94%), important the financial crisis, most respondents risks and their management (88%) uae claim that the disclosure of important and descriptions of the business model An equal number of survey respondents risks and their management (81%) and (88%) are the most common narrative (88%) consider shareholders and explanations of financial results and disclosures included in the annual regulators to be highly important positions (84%) have become of greater reports by the survey respondents. audiences for narrative reports. While interest for shareholders. 94% of the survey participants see legal While only 35% of respondents consider and regulatory requirements as the main disclosures of corporate governance The cost and time involved are considered driver for narrative reporting, 81% also policies and procedures to be of high (by 81%) to be the main challenge when see shareholders’ requirements as a importance to shareholders, 85% include producing useful narrative reports. main driver. such disclosures to comply with legal sixty-three per cent consider external and regulatory requirements. since the auditor opinion as increasing the The most common narrative disclosures financial crisis, respondents believe that usefulness of narrative reports, with include the directors’ remuneration report disclosure of important risks and their 19% saying the same about third-party (88%), an explanation of the financial management (85%), and future plans and verification/assurance statements. results and financial position (88%), prospects (74%) has assumed greater and the most important risks and their interest for shareholders. The number of In the future, 59% of respondents would management (88%). since the financial requirements is considered (by 82%) the like more discretion and less regulation crisis, respondents have seen an increase main challenge when producing useful in the preparation of narrative reports. in shareholders’ interest in explanations narrative reports. A majority (71%) of 16% of respondents would favour more of financial results and position (94%), respondents believe more emphasis regulation and less discretion and 25% in disclosures of important risks and their on forward-looking information would would favour neither more nor less management (88%), and in future plans enhance the usefulness of narrative regulation and discretion. and prospects (88%). reports. 44% consider the inclusion of hitting the notes, but what’s the tune? sURvEY FInDInGs 27
- 28. The information contained in this publication is provided for general purposes only. While every effort has been made to ensure that the information is accurate and up to 28 date at the time of going to press, ACCA and Deloitte accept no responsibility for any loss which may arise from information contained in this publication. no part of this publication may be reproduced, in any format, without prior written permission of ACCA. © ACCA september 2010. ACCA United Kingdom London WC2A 3EE www.accaglobal.com 29 Lincoln’s Inn Fields +44 (0)141 582 2000