Understanding investors: directions for corporate reporting - ACCOUNTANTS FOR BUSINESS
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ACCOUNTANTS FOR BUSINESS Understanding investors: directions for corporate reporting
About ACCA This report is the second of a four- ACCA (the Association of Chartered Certified Accountants) is the global body for professional part project examining what accountants. We aim to offer business-relevant, first- investors want from corporate choice qualifications to people of application, ability and ambition around the world who seek a rewarding career reporting and how organisations in accountancy, finance and management. are responding to their needs. Founded in 1904, ACCA has consistently held unique core values: opportunity, diversity, innovation, integrity It outlines the kind of information and accountability. We believe that accountants bring value to economies in all stages of development. We aim investors need to make their to develop capacity in the profession and encourage the decisions, how they now like to adoption of consistent global standards. Our values are aligned to the needs of employers in all sectors and we receive that information (both the ensure that, through our qualifications, we prepare accountants for business. We work to open up the format and the communications profession to people of all backgrounds and remove channels), and their level of trust in artificial barriers to entry, ensuring that our qualifications and their delivery meet the diverse needs of trainee what they receive. professionals and their employers. We support our 154,000 members and 432,000 students in 170 countries, helping them to develop successful careers in accounting and business, with the skills needed by employers. We work through a network of over 80 offices and centres and more than 8,400 Approved Employers worldwide, who provide high standards of employee learning and development. ABOUT ACCOUNTANTS FOR BUSINESS ACCA’s global programme, Accountants for Business, champions the role of finance professionals in all sectors as true value creators in organisations. Through people, process and professionalism, accountants are central to great performance. They shape business strategy through a deep understanding of financial drivers and seek opportunities for long-term success. By focusing on the critical role professional accountants play in economies at all stages of development around the world, and in diverse organisations, ACCA seeks to highlight and enhance the role the accountancy profession plays in supporting a healthy global economy. www.accaglobal.com/ri © The Association of Chartered Certified Accountants, June 2013
Contents Foreword 4 Executive summary 5 1. A broader range of information sources 8 2. The pressure for speed 11 3. The need for improvement 15 4. Future trends in reporting 19 5. Conclusion 24 References 25 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 3
Foreword ACCA has consistently argued that the role and interests of investors need to be better understood and placed more centrally in policymaking processes by legislators and standard setters. The investors’ voice is often not heard strongly enough, which is perhaps understandable given the range of organisations and interests that can fall under the heading of ‘investors’. In order to address this need for greater understanding of the investor landscape, ACCA, in collaboration with Longitude Research, has developed a four-stage project examining the changing investor universe, post-global financial crisis, and what investors want from corporate reporting. The project examines how pressure to respond to the needs of investors may change the approach taken by companies in reporting their activities and engaging investor groups. Over the four stages, the project examines: • recent developments in the investor landscape, trends and emerging issues since the global financial crisis • the kind of information investors need to make their decisions, how they now like to receive that information (both the format and the communications channel), and their level of trust in what they receive • the move towards ‘real-time’ reporting, and how companies are Helen Brand responding to calls to disclose certain information with much more ACCA chief executive immediacy, rather than at the end of a quarter or year • how companies are already changing their investor engagement and reporting activities to reflect evolving investor demands, and what this means for the finance function and the CFO. This report is the second stage of that process. While it uses the UK and Ireland investor base for its analysis, the trends it identifies have a much wider resonance, internationally. 4 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
Executive summary ABOUT THE RESEARCH banks and family offices, and 11% other asset-management firms. A further 9% This report, which was written by were investment advisers or analysts, Longitude Research on behalf of ACCA, and the remaining 2% corporate is based on a survey of 300 investors, treasurers. conducted in March 2013, and a programme of in-depth interviews with Respondents were based in the UK leading figures from the investment (80%) and in Ireland (20%), and analysis community. of both sets of respondents found that these two groups differ very little in Half the survey respondents represent their outlook on the issues covered in institutions with more than US$500m in this report. More than 50% of assets under management. There was a respondents were C-level executives. good spread across sectors: 38% We would like to thank everyone who represented pension funds, 30% took part in the research. insurance companies, 10% private IN-DEPTH INTERVIEWS In particular, we would like to thank the following, who provided in-depth interviews with our research team. • Tim Barker, head of credit research, Old Mutual Asset Managers • David Blood, founder, Generation Investment Management, leading sustainability investors • Jon Exley, partner, Investment Advisory Practice, KPMG • Chris Higson, associate professor of accounting practice, London Business School • Guy Jubb, global head of governance and stewardship, Standard Life Investments • John Kay, FT journalist, visiting professor of economics at the London School of Economics, chair of the Kay Report • Samantha McConnell, chief investment officer, IFG Pensions, Investments and Advisory Services, Ireland • Jonathan Pitkänen and Iain Richards, Threadneedle Investments • David Stewart, chief investment officer, Santander Asset Management UK • Robert Talbut, chief investment officer, Royal London Asset Management • Jean Claude Tanqueray, chief investment officer, Single Family Office • Harlan Zimmerman, partner, Cevian, activist investors. UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 5
THE KEY FINDINGS Investors are seeking greater Investors have a strong appetite for assurance. integrated reporting. Investors have lost trust in corporate Timeliness of information may be More than 90% of investors polled information since the global financial important, but investors in the survey believe it would be valuable for crisis. stress that assurance is just as critical – companies to combine financial and Almost two-thirds of investors say that if not more so. Nearly two-thirds believe non-financial information into an they place greater value on information that management has too much integrated reporting model. The main or commentary that has been discretion in the financial numbers benefit, according to investors, would generated outside the company than reported, suggesting that there is a be an enhanced understanding of the on traditional corporate reporting. As demand for audit to play a bigger role long-term outlook of a company. More the speed of investment decision in providing assurance for the than two out of five investors believe making accelerates, sometimes to rates information that companies provide. that integrated reporting would provide of milliseconds, investors are constantly Investors are particularly keen for a better explanation of the linkage looking out for sources of information assurance when it comes to liquidity between sustainability and long-term that will give them the edge. This and general financial information. With corporate performance; and a similar means that, increasingly, they rely on other aspects of reporting, such as number believe that it would provide non-traditional and non-audited emerging risks, speed of information is greater information on how long-term information, such as analyst presentations, regarded as more important. risks, such as climate change, could online news and social media. Concerns affect a company’s business model. about traditional corporate reporting Opinions are sharply divided over are accelerating this trend, with more quarterly reporting. Almost a half of investors are using than two-thirds of investors saying that A majority of investors see quarterly XBRL, but not all find it useful. since the financial crisis they have reporting as the optimal timeframe over XBRL promises to allow companies to become more sceptical about the which companies should release publish their financial statements so information that companies provide. audited financial statements. Three- that information can be extracted in a quarters of investors say that, despite variety of formats to meet the particular The annual report is still an important its flaws, the quarterly report remains a needs of each user. Among our information source but criticisms are valuable input to investment decision respondents, 45% are using XBRL, growing. making. Yet, at the same time, almost although only around half of this group Asked about the most valuable sources half of investors believe mandatory say that they find it useful. There is, of input for making investment decisions, quarterly reporting should be however, latent demand for the more respondents indicate the annual abandoned, while almost two-thirds technology: two out of five investors say report than anything else, by a think the increase in information and that they are not yet using XBRL but considerable margin. Yet there remains real-time communication has would find it valuable to do so. The a significant minority of investors who encouraged ‘hyper-investment’. Many main benefit of using XBRL, say express reservations about the quality investors interviewed for this report investors, would be the ability to and relevance of corporate reporting, expressed strong views that quarterly compare performance between with 45% arguing that the annual report reporting drives short-termism in the companies more easily, although is no longer a useful tool. A key concern market and consumes management detractors worry that there remains a is clutter – almost two-thirds of time. This suggests a ‘tragedy of the lack of standardisation in the use of respondents say that corporate commons’ effect, whereby individual taxonomies. reporting is now too complex. Asked investors want to consume quarterly about where they would most like to reporting for their own self-interest, see improvements to the annual report, despite recognising that this focus on respondents emphasise the cash flow shortening time horizons is damaging statement, with information on the for the overall market’s long-term balance sheet and income statement interests. coming a close second and third. 6 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
THE CHALLENGES AHEAD Consider the long-term future for the More work needs to be done to annual report. explain integrated reporting. The survey reveals a number of findings Most investors in the survey continue to The survey shows near-unanimous that should provide food for thought for see the annual report as a key source of support for integrated reporting in accounting standard setters, information, but there are worrying principle, but some confusion over what policymakers and the audit profession. signs that its value may be declining. it can achieve and how it will work in The key challenges that they will need The fact that 44% no longer consider practice. There is clearly more work to to consider over the next few years the annual report to be a useful tool be done by policymakers to educate include the following. should be cause for concern. The and engage investors and build on consideration of how the annual report current enthusiasm to create a set of Address concerns about clutter. can evolve and stay relevant in the long solutions that are practical and Investors surveyed clearly have term should be a key priority. consistent. concerns that reporting remains too complex and that new initiatives tend to Address the quarterly reporting Speed must be balanced against add to volume, rather than relevance, of dichotomy. assurance. information that companies provide. Investors are in two minds about Investors clearly value the rigour that Initiatives to ‘cut clutter’ should be quarterly reporting – a large majority assurance brings and prioritise this over re-invigorated and debates held over think it helps them make investment speed of disclosure for some types of how to minimise the burden of decisions, but a similarly large financial information, although there is information on investors. proportion would like to see it also a desire for a wider range of abandoned. The concern is that what is information to be received in real-time. Set appropriate boundaries for good for individual investors is bad for Would auditors have the resources and management. the market as a whole. Equally, to what capabilities to provide assurance over The fact that almost two-thirds of extent should companies be allowed to quarterly reports – or real-time investors think that management has determine their own reporting information? These will be important too much discretion in how it reports frequency? A careful balance must be issues to consider as the needs of the numbers suggests that more work struck between the need for timely investors and corporates evolve. should be done to ensure that there are information and its impact on short- appropriate boundaries around how termism in the markets. and what management can report. There is, of course, a balance to be struck here – set the boundaries too tightly and a box-ticking mentality will ensue, but set them too loosely and management may look for ways to obfuscate or embellish the figures. UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 7
1. A broader range of information sources We live in an age of instant information. basis. Investors can unearth new For now, the annual Google’s CEO Eric Schmidt once famously claimed that in just two days, information via blogs and social media, newsfeeds, as well as from an array of report remains the the world now creates as much consultants and specialised ratings primary input for information as it did from the dawn of civilisation until 2003. So it is no surprise agencies – and, of course, from the companies themselves. making investment that we see a similar phenomenon in the world of investment. Investors today Despite this proliferation of information, decisions. have an ever-growing array of research conducted for this report finds information sources. that, for now, the annual report remains the primary input for making investment New technologies, media channels, decisions. social and mobile media – all have helped transform the corporate Almost two-thirds of responding information landscape, creating a investors in the UK and Ireland say that tsunami of financial data and analysis to it is among the most valuable sources of support decision making. Moreover, an information that they use (see Figure increasing proportion of this 1.1). ‘The annual report is the main information is available on a real-time document we use as an investor to Figure 1.1: Which of the following sources of information are most valuable for you as an input for decisions about investing in a company? 0 10% 20% 30% 40% 50% 60% Annual report 63 Quarterly earnings reports 36 One-to-one conversations 35 Investment advisers 35 Analyst presentations/reports 27 Media coverage and interviews 23 Interim report 20 Investor roadshows 6 8 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
understand a business’, says Jonathan The annual report may be the primary Pitkänen, head of investment-grade research at Threadneedle Investments. source of information for investment decision making, but it is far from being 63% of investors say This finding is consistent with previous the only one. As Figure 1.1 shows, they place greater research, (ACCA 2011), showing that half of investors used the annual report as investors in the UK and Ireland today make use of a wide variety of different value on information or their main information source, and information sources, including one-to- commentary generated hence underlines the importance of one conversations with companies, policymakers satisfactorily addressing feedback from investment advisers, and outside the company criticisms of the annual report. analyst presentations. ‘The annual rather than as part of report is simply the opening of a Investors are also relatively traditional in conversation’, says Pitkänen. ‘It provides corporate reporting. their preferred formats. The online information and raises questions that static report is seen as the favoured need to be answered, which, in turn, format for receiving information from enable investors to form an opinion companies, with printed reports not far about a company.’ behind. More recent developments, such as webcasts and XBRL, receive less This reliance on a diverse range of support (see Figure 1.2). inputs reflects investors’ desire to build Figure 1.2: In which of the following formats would you most like to receive information from a company? 0 10% 20% 30% 40% 50% 60% Online static reports 53.5 Printed reports 44.5 Interactive online reports 38.5 Live presentations 38.5 Webcasts 17.6 XBRL 8.6 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 9
as complete a picture as possible of a understanding of the business’, says company’s profile and prospects. In a David Blood, co-founder with Al Gore notable finding, 63% of investors say of Generation Investment Management, they place greater value on information a leading sustainability investment firm. or commentary generated outside the ‘That may be anything from looking at company rather than as part of traffic in retail stores, to learning about corporate reporting (see Figure 1.3). the background of the management ‘Investors value a wide range of team. All these little nuggets of information sources, first and second- information build up a more complete hand, to help them develop a richer picture.’ Figure 1.3: Please indicate whether you agree with the following statements. 0 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% We place greater value on information or commentary that has been generated outside the company rather than as part 4 8 25 40 23 of corporate reporting The increase in the level of information and real-time communication provided by companies has emcouraged 2 9 26 38 25 ‘hyper-investment’ We have become more skeptical about information from companies since the financial crisis 3 8 20 43 26 We do not always have confidence that information being reported is extermally aligned with the information being 6 11 25 38 21 used to manage the business We would apply a bigger discount to a company if its corporate reporting lacked clarity 9 9 19 36 26 The annual report is no longer a useful tool for investors 18 18 19 27 18 Corporate reporting is too complex 3 11 23 34 29 Management has too much discretion 5 8 24 31 32 in the financial numbers it reports Disagree Disagree Neither Agree Agree strongly slightly agree nor slightly strongly disagree 10 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
2. The pressure for speed In addition to wanting more information to guide their decisions, investors increasingly want it more quickly. Only 51% of investors are satisfied with the Technology has dramatically increased timeliness of company information. the speed of information flow in recent years, as more and more of people’s lives have taken on a ‘24/7’, around-the- clock pace. This phenomenon also affects financial markets, in terms of both the speed that information is can process trades in just 740 trades are taking place in timeframes released by organisations to the market, nanoseconds (Millar 2011). measured in the billionths of seconds, it and in the speed that trades are does raise questions about whether completed. Fixnetix, a company that The result is that investors now have traditional corporate reporting provides provides outsourced trading services, access to information on a much information quickly enough to be claims that is has produced a chip that timelier basis than ever before. When valuable for investors. Figure 2.1: How satisfied are you with the following aspects of the information that companies provide as it relates to your investment decision-making? 0 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Transparency 5 12 25 33 25 Level of assurance and reliability 4 11 27 35 23 Useability 2 12 30 39 17 Relevance of information 2 14 30 38 16 Overall quality 5 8 35 38 14 Suitability of formats 2 13 33 40 12 Timeliness 3 15 31 34 17 Level of detail 4 13 33 38 12 Very Quite Neither Quite Very dissatisfied dissatisfied satisfied nor satisfied satisfied dissatisfied UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 11
interim management statements fell Almost half the investors believe that mandatory into the category of useless or misleading information’, notes the quarterly reporting should be abandoned. report. ‘They took the view that this frequency of reporting was excessive for many businesses.’ The survey finds some level of concern synonymous with short-termism. This Almost half the investors believe that about the currency of information that report defined short-termism as ‘the mandatory quarterly reporting should companies provide, with only 51% of excessive focus of…investors and be abandoned (see Figure 2.2). Again investors saying that they are satisfied analysts on short-term quarterly and again in interviews, long-term with its timeliness (see Figure 2.1). ‘The earnings and lack of attention to the investors stressed that quarterly reports delay between the full-year end or the strategy, fundamentals and do not help them make decisions. half-year end to the actual publication conventional approaches to long-term date is excessive’, says Pitkänen. value creation’. ‘We’ve been quite clear in talking to policymakers and others that we would What about frequency of reporting? In 2012, the Kay Review of UK Equity prefer to move away from quarterly The practice of quarterly reporting has Markets and Long-term Decision- reporting, and the whole reporting been implicated in the increasing making, (BIS 2012) set up to examine framework that seems to be heading short-termism in the stock markets. the impact of UK equity markets on the towards feeding information to high- Indeed, in an important early report on long-term performance of companies, frequency traders’, says Pitkänen. short-termism in the US in the 1980s – came down clearly on the side of less Breaking the Short-Term Cycle, by the frequent information flows: ‘A large This is not to say, however, that all Business Roundtable Institute for majority of respondents, whether they investors have such a long-term focus. Corporate Ethics (CFA Institute 2006), represented companies or investors, Momentum and high-frequency traders – quarterly reporting was seen as considered that quarterly reporting and will inevitably base their models on Figure 2.2: Please indicate whether you agree with the following statements. 0 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Companies should have the flexibility to determine the appropriate frequency of their corporate reporting 2 6 17 38 31 Despite its flaws, the quarterly report remains a valuable input to my investment decision making 6 16 34 43 Mandatory quarterly reporting by companies should be abandoned 3 11 17 19 27 Disagree Disagree Neither Agree Agree strongly slightly agree nor slightly strongly disagree 12 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
‘No business should be managed on the basis of REAL-TIME REPORTING what it’s going to do over the next three months.’ The next report in this series will return to the concept of real-time reporting but it is worth highlighting here that this is a development that presents short-term information and, for them, For others, it is the earnings guidance companies, investors and the quicker information can be that is the problem. ‘Our concern is the policymakers with some released, the better. whole dance around giving guidance to challenging decisions. On the your quarterly numbers and having one hand, there is clearly appetite Some investors worry that company research analysts in the market trade for more information to be management spends too much time on around that guidance – that’s what provided in real time: investors quarterly reports. we’re uncomfortable with’, says Mr say that greater adoption would Blood. ‘We believe it fosters and help them to react more quickly ‘No business should be managed on encourages short-termism as studies to information and improve the basis of what it’s going to do over the have shown (and anecdotal evidence investment returns. The wider next three months’, says Robert Talbut, confirms) that companies often end up impact of real-time reporting on chief investment officer of Royal London managing towards quarterly guidance financial markets is, however, Asset Management. ‘We suspect that numbers as opposed to building a viewed less favourably. Real-time management end up spending so much business for the long term. So, if you’re reporting would, investors say, time managing their earnings either required to or you choose to increase a tendency to short expectations on a quarterly basis that it provide quarterly information, then so termism, increase market volatility actually takes them away from their real be it – but don’t provide guidance.’ and even increase the cost of job building longer-term success.’ capital for companies. Figure 2.3: How frequently do you think companies should release audited financial statements? 0 10% 20% 30% 40% 50% Quarterly 41 Annually 34 Biannualy 17 Monthly 9 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 13
VALUE OF QUARTERLY financial statements, you have a INFORMATION ‘There can be commercial substantial – and unsatisfactory – delay, as the audit can take months and Despite the strong views of detractors, pressure to focus on months. So how are you going to audit many investors in the UK and Ireland undoubtedly believe that quarterly the short term.’ your quarterly information and get it out in a timely manner?’ reporting provides valuable information. A key challenge with this time lag is that information the better, although we other, unaudited, sources of information Three-quarters of investors say that sometimes run out of time in the day to become available, which means that despite its flaws, the quarterly report process it all.’ information in quarterly reports will remains a valuable tool for investment already have been priced in by the time decision making (see Figure 2.2). In addition, in a period of considerable they are released. ‘Certainly you do Indeed, when asked how frequently economic uncertainty, the extra need assurance that the figures you are they think companies should release information may provide comfort for getting are correct’, says McConnell, audited financial statements, the investors. ‘If you ask investors in ‘But the market is quite a leveller and preference among 41% of investors is isolation would they prefer short-term market prices tend to move way ahead for companies to release audited clarity rather than uncertainty, they are of the fundamentals. So by the time financial statements on a quarterly basis going to say they prefer short term you’ve got your assurance, the market is (see Figure 2.3). Larger investors, with clarity – even the ones that view probably priced on something else. assets of more than $1bn, valued themselves as long-term investors’, says quarterly earnings reports more than David Stewart, chief investment officer Even if the audited accounts aren’t out, other investor groups. of Santander Asset Management UK. there will be some information out there ‘But there is a cost – I don’t think there’s in terms of how the company is trading. So what is the explanation for this sharp any doubt that quarterly reports are You may not have got it from the divergence in views? For Talbut, it all something of a distraction.’ company itself, but you’ll get it from the depends on whom you ask: ‘If you were suppliers or from customers. to ask people whose livelihood is based Peer pressure is also a factor. ‘There can Information gets out.’ upon high turnover and trading be commercial pressure to focus on the mentalities, and potentially momentum short term’, adds Mr Stewart. ‘This There are cost implications, too. players, then they may well see the comes from the sales force and senior McConnell adds: ‘For a lot of smaller benefit in more and more reporting, management who look at the quarterly companies you’ve also got the cost because that provides more and more or monthly performance figures, involved. If you wanted to be a publicly opportunities for trading activity and whereas most fund managers’ listed company and you’re weighing up for mispricing to occur, but if you talk to investment strategies are not focused the costs, you have to weigh in the fact genuine longer-term investors, they do on what will happen over the next that you now need to get your quarterly not see the benefits of quarterly month, but the next one to three years.‘ statement audited.’ reporting.’ The prospect of quarterly audited More generally, this desire for audited figures clearly raises a lot of questions, quarterly information also reflects an about not just policy, but also timing. innate desire for more information and For example, when would audited for assured information. ‘I would certainly value having access to quarterly figures actually be released? Samantha McConnell, chief investment ‘So how are you going quarterly audited figures’, says Tim officer at IFG Pensions, Investments and to audit your quarterly Barker, head of credit research, Old Mutual Asset Managers. ‘As an analyst, I Advisory Services in Ireland, struggles to see how this would work. ‘Look at it information and get it tend to have an unlimited desire for purely from a timing perspective’, she out in a timely manner?’ information – so for me, the more says. ‘When it comes to yearly audited 14 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
3. The need for improvement The fact that investors in the UK and Ireland consume a wide variety of information in order to build up a A key problem is complexity – almost two-thirds picture of a company does not, in itself, of respondents think that corporate reporting is suggest dissatisfaction with current corporate reporting. Yet investors now too complex. surveyed for this report do have their reservations about the current model. It is notable that, when asked about their level of satisfaction across a range of Investors’ confidence in company of people within the company, including different metrics, the proportion reporting has fallen – almost 7 out of 10 board members. But you need to expressing satisfaction is, on average, investors say they have become more remember that management has an only around 50% (see Figure 2.1). sceptical about information from agenda, and you should not take companies since the financial crisis (see everything they say at face value.’ A key problem is complexity – almost Figure 1.3). ‘You always tend to see two-thirds of respondents think that increasing scepticism amongst investors In general, it seems as if the reporting corporate reporting is now too complex in the aftermath of a financial crisis’, model works well, and indeed has (see Figure 1.3). Moreover, a sizeable says Stewart. ‘What was different about improved over recent years. According group of investors – two out five – the global financial crisis was that it was to Chris Higson of London Business believe the annual report is no longer a unprecedented both in severity and School, ‘The accounting model has useful tool. This suggests that, while still speed, and also the fact that it hit increasingly focused on giving us a the dominant source of information everything at once; the greater the comprehensive account of income, and about a company, the annual report is crisis, the greater the subsequent on providing a balance sheet that is not meeting the needs of investors as increase in investor scepticism.’ complete in assets, and in the claims well as it should. against those assets. That’s what we Dissatisfaction with traditional need and, with one or two exceptions, it ‘In the UK, we now lay out in front of corporate reporting is a key factor that is what we get. But the continuing people every piece of information and is driving investors to look more broadly debate is whether all of this should be then just let them get on with it’, says at other information sources, such as measured at cost, or at value.’ Talbut: ‘I think we’ve lost sight of the analysts and industry experts. ‘This is idea that financial reporting should be really a second-best solution because I The area where investors see the about informing longer-term providers think investors would rather have a greatest need for improvement is the of capital to a company to reach a report and accounts that was a much company’s cash-flow statement – a decision about how well the company’s more useful document’, says Talbut. shortcoming that was highlighted management are actually performing in during the crisis. When asked about the managing the assets over time.’ Even face-time with management is not aspect of the annual report that they a panacea. Although this is valued by thought was most in need of more than one-third of investors polled, improvement, the most common they need to be careful about how they response – given by half the investors interpret the management information – was the cash-flow statement (see presented to them in one-to-one Figure 3.1). Investors’ confidence in meetings. ‘The cash-flow presentation at the company reporting has ‘Dialogue with management is an moment involves far too much fallen and scepticism important touchstone’, says Mr Blood. aggregation’, says Barker. ‘For each line The picture you build up year after year in the cash flow statement you may have has risen since the talking to management is invaluable – in three or four different notes to the global financial crisis. addition to talking to a broader group account and references, so you have to UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 15
MORE COMMUNICATION ON RISK ‘I worry about the off balance-sheet risks that Interestingly, investors in the UK and companies are running.’ Ireland do not seem overly concerned with risk reporting. Only 30% of investors identified key risks and opportunities as the area of the annual work backwards from that to try and get for example, to get any idea about defined report that needed greatest to the figures that might be more benefit pensions from the annual report improvement. Risk does feature more useful. In general, the problem is that and accounts. There’s lots of content prominently when investors are asked there is just too much netting off.’ that potentially should be highlighted about improvements needed in more that doesn’t get the attention.’ narrative reporting. Indeed, Investors would also like to see respondents cite key risks to the improvement in the company’s balance Barker echoes this perspective. He says: business as the type of information that sheet – an area identified by 46% of ‘There are several different ways of is most important to include in the respondents. Debt, leases and pensions looking at total debt, even if it’s split up narrative reporting section (see Figure 3.2). are a particular concern. between long and short term. It would be better perhaps for companies to be ‘I worry about the off balance-sheet risks a little bit more explicit with their other that companies are running, which you long-term liabilities, with regard to what don’t get a clear handle on in the annual the pension proportion of that is, for report’, says McConnell. ‘It’s very hard, example.’ Figure 3.1: In which of the following areas do you think the annual report needs greatest improvement? 0 10% 20% 30% 40% 50% Cash flow statement 50 Balance sheet 46 Income statement 45 Reporting of key performance indicators 37 Business unit reporting 36 Sustainability and environmental reporting 34 Corporate governance information 32 Key risks and opportunities 30 Narrative reporting 22 Regional reporting 21 16 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
‘I think we have made a lot of progress In interviews conducted for this report, are willing to provide. McConnell in terms of narrative reporting but there a number of investors highlighted commented: ‘I think most companies is still more to be done in terms of shortcomings in the way risk won’t disclose what’s in their risk improving the communicative aspects’, information is reported. framework because there’s too much in says Guy Jubb, global head of it and they would be concerned about governance and stewardship at ‘The vast majority of companies giving away sensitive management Standard Life Investments. produce something on risk disclosures, information. Often, the company is but only a small proportion provides going to tell you it’s low risk or low to Interestingly, only a small minority of any substantive commentary or medium. investors surveyed think that description of the risks’, says Pitkänen. improvements to narrative reporting are ‘So you get every kind of risk thrown in So you may need to assess risk based required. When asked specifically on – a bland statement where the quality on information you can get from a this topic, the emphasis is on obtaining of information is very poor.’ variety of different sources, not rely on more insight into key risks to business, information specifically from the an area that has long been of concern, Risk is a sensitive area, however, and company.’ key growth opportunities and longer- some believe there may be a limit to the term expectations for the business. amount of information that companies Figure 3.2: Which of the following types of information do you think are most important to include in the narrative reporting section of an annual report, in terms of aiding your investment decisions? 0 10% 20% 30% 40% 50% Key risks to the business 38 Key growth opportunities 37 Longer-term expectations for the business 36 Changes to competitive environment 29 Drivers of future performance 27 Drivers of past performance 19 Reporting on business unit performance 18 Sustainability 18 Corporate governance information 16 Reporting on regional performance 14 People and talent issues 12 Regulatory environment 11 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 17
MORE ASSURANCE Today’s increasingly sceptical investors ‘The auditor has an increasingly important role in are looking for greater assurance. There providing more general assurance to shareholders.’ is a trade-off here. Assurance takes time and slows down the flow of information. The extent to which investors prefer speed to assurance varies depending on the nature of the information (see Figure 3.3). For example, investors are likely to express a strong preference for informative audit reports, which should more likely to express a strong speed when it comes to emerging have a positive impact. ‘I think the bar preference for assurance when it comes opportunities and, to a lesser extent, has been raised when it comes to audit’, to general financial information and profit warnings. ‘The auditor has an adds Talbut. liquidity. By contrast, they are more increasingly important role in providing more general assurance to shareholders ‘There is a growing demand to improve over management actions as they relate the level of dialogue and challenge to the asset base’, says Talbut. between audit, the audit committee and shareholders, to highlight some of There is a trade-off At the same time, investors are keen to the key judgements which underpin the between speed and see an improvement in auditing itself. Current proposals from the financial statements but also to get greater clarity around the relationship assurance of information. International Auditing and Assurance between the auditor and the audit Standards Board (IAASB) promise more committee.’ Figure 3.3: For each of the following types of reporting information from companies, would you prioritise speed or assurance? 0 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Profit warning 25 8 20 20 28 Emerging opportunities 19 12 23 21 26 Covenant breaches 19 12 27 22 20 Emerging risks 24 13 22 18 24 Liquidity 30 13 20 17 21 General finacial information 33 9 19 17 22 Strong Slight No Slight Strong preference preference preference preference preference for for for speed for speed assurance assurance 18 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
4. Future trends in reporting INTEGRATED REPORTING Over time, company reporting needs to There is strong support among investors in the be responsive to a world that is UK and Ireland for integrated reporting. changing through economic turbulence, new regulatory initiatives and new business priorities. Sustainability and corporate social responsibility (CSR) together form one such area. While an increasing number of companies are ‘Nor is this information provided in any corporates towards long-term value providing CSR and sustainability meaningful way that can be compared creation. information to accompany annual reports, with figures for their peers.’ there tends to be less linkage between There is strong support among the data in these different outputs. Integrated reporting combines financial investors in the UK and Ireland for Generation Investment Management’s and ESG performance in one report, integrated reporting. More than 90% of founder, David Blood, explained: ‘Most and aims to communicate more fully an investors surveyed said it would be environment, social and governance (ESG) organisation’s strategy, governance, valuable for companies to combine disclosure is not currently conducive to and performance, together with the way financial and non-financial information mainstream use by investors, since in which non-financial information fits into an integrated reporting model (see these reports typically lack clear links with into its operations. By presenting this Figure 4.1). the company’s financial performance information in aggregate, it promises to and long-term prospects for success.’ align the interests of investors and Figure 4.1: How valuable do you think it would be for companies to combine financial and non-financial information into an integrated reporting model? 0 10% 20% 30% 40% 50% Very valuable 42 Quite valuable 51 Not that valuable 5 Not at all valuable 2 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 19
Investors believe integrated reporting would provide a better explanation of the linkage between sustainability and ‘Integrated reporting should help put the concept long-term corporate performance. A of stewardship right at the heart of the corporate similar number believes it would provide greater information on how reporting system.’ long-term risks such as climate change will affect a company’s business model. The key benefits of integrated Life Investments’ Guy Jubb. ‘Integrated Despite the support for integrated reporting, according to respondents, reporting would be a big help here – reporting, it seems some investors are the ability to gain a better identifying asset categories that are not continue to harbour reservations about understanding of the long-term outlook captured in current reporting and the its benefits. Among the survey for the company, and a strengthened value aspects of the company, and respondents, the main reasons that explanation of the linkages between providing a degree of accountability as investors do not consider integrated sustainability and long-term well. And it should help put the concept reporting valuable is that they see it as performance (see Figure 4.2). of stewardship right at the heart of the too complex and are not convinced it corporate reporting system, which is of will achieve its goals (see Figure 4.3). ‘A company’s social responsibility and particular importance to the Given that investors are already worried sustainability efforts are integral to the shareholders and other long-term about ‘clutter’ in the annual report, this longer-term wealth and health of the stakeholders of an organisation.’ suggests that policymakers will need to company and reputation’, says Standard think carefully about how integrated Figure 4.2: What would you consider to be the main benefits of a shift towards integrated reporting? 0 10% 20% 30% 40% 50% Better ability to understand the long-term 46 outlook of a company Better explaination of the linkage between sustainability and long-term performance 42 Greater informationon how long-term risks, such as climate change, will affect business the model 38 Better understanding of all sources of capital, not just financial 33 Greater understanding of key risks and opportunities 29 Better understanding of link between sustainability and strategy 27 More robust, less marketing-oriented approach to reporting on non-financial issues 25 More joined-up picture of a company’s prospects 15 20 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
reporting can be implemented in a way that does not add to the information burden that affects many investors. It ‘In practical terms, there is much less consensus will also be important to communicate in terms of what we actually mean, what it would clearly the benefits of this approach to investors. look like, how different it would be and how it would be better.’ ‘It shouldn’t be too complex to understand the key drivers of your business – that’s exactly what an integrated report is’, says Mr Blood. ‘It filings.) So when we talk about integrated agrees it would aid the creation of an should have the financial and ESG reporting, it’s not the goal in itself.’ overall picture of the business and its metrics that are accurate, consistent prospects’, says Mr Talbut. ‘But in and easily accessible, but most of all, ‘Integrated reporting is a reflection of practical terms, there is much less material to the business. The materiality integrated thinking within a company, consensus in terms of what we actually part is critical, which is why we support and that’s ultimately what they should mean, what it would look like, how the work Jean Rogers is leading at the be striving for.’ different it would be and how it would Sustainability Accounting Standards be better. We need to build a better Board (SASB, is focused on developing While conceptually there is a very clear consensus in order to advance this.’ and disseminating industry-specific, attraction to integrated reporting, material sustainability accounting some are unsure about the practical standards for inclusion in SEC form steps to get there. ‘I think everybody Figure 4.3: Which are the main reasons why you would not consider integrated reporting valuable? 0 10% 20% 30% 40% 50% Too complex 43 Not convinced that it will achieve its goals 43 Ongoing confusion about what integrated reporting is meant to achieve 39 Lack of clarity about the objectives of integrated reporting 39 Lack of accepted standards about what integrated reporting should include 30 Too ambitious 26 Satidfied with the current framework 17 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 21
XBRL: THE CHALLENGE OF Figure 4.4: Which of the following statements best describes your current use and ELECTRONIC DATA opinion of XBRL? Extensible Business Reporting 0 10% 20% 30% 40% 50% Language (XBRL) is fast becoming a global standard for the sharing of Currently using and find it valuable 24 financial data. Essentially, it provides an identifying ‘tag’ for each piece of Currently using but do not find it valuable 21 financial information, thereby enabling an automated approach to processing, Not yet using but would find it valuable 40 sharing and storing that data. Around the world, numerous projects using Not yet using and do not intend to 15 XBRL are under way. In 2010, the Australian government launched Standard Business Reporting, which is based on XBRL, to allow companies to file financial reports online with different government agencies. In the UK, HMRC has required mandatory filing of tax returns using XBRL since 2011, while in the US, the Securities and Exchange Commission requires all companies to submit their Figure 4.5: Which of the following do you or would you consider to be the greatest filings using XBRL. benefits from the adoption of XBRL in corporate reporting? Just under half of investors surveyed are 0 10% 20% 30% 40% 50% using XBRL (see Figure 4.4). A recent Ability to compare performance between survey from the CFA Institute found companies or industries 43 similar use patterns. Among end users Increased standardisation between of financial reports, 47% said they were companies in use of extensions 40 aware of the worldwide standard for electronic reporting, compared with Availability of more granular data for analysis 39 45% in 2009 and 41% in 2007 (CFA Institute 2011). Greater consistency in taxonomies used 36 The main benefit of using XBRL, say Increased accuracy of analysis 34 investors, would be to compare performance between companies more Compatibility with our existing models 20 easily (see Figure 4.5). Ability to upload data automatically into models 19 22 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
The use of taxonomies should mean Despite the potential benefits from that information obtained from one company can be compared with using common taxonomies, the group of investors who do not find XBRL There is some latent information from another. XBRL should valuable worry that there is still a lack of support for XBRL but it also be of benefit for companies’ internal reporting practices, because it consistency in taxonomies under different accounting standards (see requires more will facilitate the sharing and access to Figure 4.5). A key challenge is that standardisation. standardised data across regions, taxonomies can be somewhat different functions and subsidiaries. under IFRS from the approach under GAAP. This makes one of the key Among the survey respondents, there benefits of XBRL – comparability – less is certainly some latent demand for obvious. XBRL: two out of five investors say they are not yet using it but would find it ‘I think XBRL is potentially useful’, says useful to do so. Even so, it is clear that Santander’s David Stewart. ‘But the this is an area that divides opinion main thing for me, certainly with respect among investors. Among the 45% of to big companies and particularly banks investors who say they use XBRL, only and insurers, is for these companies to around half think that it is useful (see have more of a standardised approach Figure 4.4). in terms of how they report.’ Figure 4.6: Why do you not currently find the adoption of XBRL to be valuable? 0 10% 20% 30% 40% 50% Lack of consistency in taxonomies under 42 different accounting standards Lack of awareness and education about the 39 benefits of the technology Technology is still too immature 32 Resistance to change among investor user 27 base 24 Lack of standardisation between companies in the use of extensions 21 Lack of compatibility with existing models and databases 20 Lack of assurance or audit process covering some tags 18 Information is not sufficiently timely UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 23
5. Conclusion Better reporting is essential to the smooth running of the capitalist system. It helps companies attract investment Clarity and transparency matter. More than two and build deeper relationships with out of three investors said they would apply a investors, and it allows stakeholders to develop a deeper understanding of a bigger discount to a company if its corporate company’s strategy and position. reporting lacked clarity. Stronger relationships with investors mean that companies have greater financial support and stability. Clarity and transparency matter. More perceived to be improving the Investors and corporates also bear a than two out of three investors said they reporting framework. Innovations such responsibility. There needs to be would apply a bigger discount to a as integrated reporting find strong constructive engagement on reporting company if its corporate reporting support from investors but, against a issues from both sides so that the lacked clarity. Good reporting can also backdrop in which investors are already broader financial markets are served help to strengthen financial markets overloaded with information, care must effectively. At the same time, investors and ensure that capital flows to where it be taken that new reporting initiatives need to engage more with the can be most usefully invested. provide genuinely useful additional regulatory and standard-setting input. processes, while recognising that some The survey reveals a number of clear of their demands may be unrealistic. areas where improvements in reporting Investors too must seek to find ways to are required. Many investors say that better assimilate a wider range of There is a complex web of relationships there is too much clutter in corporate information. Their ability to analyse between auditors, regulators and reporting, and they worry that increasingly complex and interrelated companies as well as broader management has too much discretion is data, often in real-time, will grow in stakeholders. Nevertheless, at its heart, how numbers are reported. importance. the relationship between company and investor is paramount. They are also divided over whether the annual report remains a useful document. Although the majority value it, there is a sizable minority that believes it is no longer fit for purpose. Policymakers and standard setters must Investors need to engage more with the give careful consideration to these regulatory and standard-setting processes. issues, along with initiatives that are 24 UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING
References ACCA (2012), Re-assessing the Value of Corporate Reporting, , accessed 8 May 2013. BIS (Department for Business, Innovation and Skills) (2012), The Kay Review of UK Equity Markets and Long-term Decision Making: Interim Report, , accessed 8 May 2013. CFA Institute (2006), Breaking the Short-Term Cycle, , accessed 8 May 2013. CFA Institute (2011), CFA Institute Member Survey: XBRL, , accessed 8 May 2013. Millar, M. (2011), ‘Lightning fast’ future traders working in nanoseconds’ [online article], 18 November, , accessed 8 May 2013. UNDERSTANDING INVESTORS: DIRECTIONS FOR CORPORATE REPORTING 25
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