UK Companies & Investors: Guidance on New Regulations for UK Companies - Development of Strategic...
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YOUR HEADING HERE 10.05.2011
Setting standards for sustainability
Today’s webinar 29th October 2013 Strategic report regula.ons: guidance for companies and investors
Presenters: Colleen Theron, Director of CLT envirolaw Tim Barker, Director of Route 2 Sustainability
Webinar road map
• The webinar recording is available at h;p://clt‐envirolaw.com/ghangout/strategic‐report‐regulaDons‐guidance‐for‐companies‐and‐investors/
• The webinar does NOT begin unDl minute 0:16:40
• Intros: 0:16:40 – 0:20:00 • RegulaDon Intro (What’s Happening/ What’s Required): 0:20:00‐ 0:33:35 • RegulaDon In Force / ImplicaDons of Non‐Compliance:0: 33:35 – 0:38:45 • RegulaDon DefiniDon of Materiality: 0:38:45 – 0:40:00 • The Process: Defining Materiality and What ‘Robust’ Looks Like: 0:40:00 –
0:51:00 • ESG Risk Themes, R2S Risk DiagnosDc Output + CLT Risk Register: 51:00 –
1:00:00 • Summary, Q&A & Close: 1:00:00 – 1:14:00
ExperDse
Agenda
• Strategic report regula.ons: what, when, how and non‐compliance
• Prac.cal guidance on: 1. How to determine whether a non‐financial risk is ‘material’ and
should therefore be disclosed? 2. Why are investors interested? 3. What kind of process do you need? 4. How does the strategic report overlap with voluntary reporDng
standards such as Integrated ReporDng and the Global ReporDng IniDaDve?
5. What steps should you take next?
• Q & A
Poll quesDon
• What is your key interest in the subject today? 1) Compliance 2) PracDcal steps 3) Or both
What’s happening?
• UK government: renewed focus on ensuring that directors’ social and environmental duDes have been covered in company reports
• The Companies Act 2006 (Strategic Report and Directors’ Report) RegulaDons 2013 came into force on 1st October 2013
• duty to produce a strategic report • Financial ReporDng Council (FRC) issued Exposure Drah: Guidance on the Strategic Report in August 2013
What is a strategic report?
• ‘business review’ replaced • not to be confused with the Director’s report • be approved by the board of directors • includes more strategic informaDon • forms part of the narraDve report
What companies do the regulaDons apply to?
• ALL companies that: o are UK‐incorporated and o are not exempted by the small companies regime
• must disclose: o a fair review of the company’s business; o a descripDon of principle risks and uncertainDes ; o an analysis of the development and performance of the company's business, including environmental and employee ma;ers;
o using financial Key Performance Indicators (KPIs) and, if large, non‐financial KPIs
What’s required?
• quoted companies: o descripDon of the strategy and business model o main trends and factors affecDng the company o comply or explain ‐ informaDon about and policies for ‐ each of the following: o environment o employees o social, community and human rights issues
o diversity staDsDcs at different organisaDonal levels • assurance required under the Companies Act and
InternaDonal Standards on AudiDng (ISA) 720 and 250
Human rights
• new requirement • driven by adopDon on UN Guiding principles for business and human rights
• indicators can include employee training on human rights policies and pracDces
• supply chain risk
CommunicaDon principles • complement, supplement and provide the
context of related financial statements • signpost the locaDon of supporDng
material • be fair, balanced, understandable, concise,
forward‐looking, enDty‐specific and link reports
• cover trends and factors that could influence performance
• disclosure in the process • summary of key non financial metrics to
inform the process
Strategic reporDng requirements: when?
• Requirement comes into place for company reporDng years ending on or aher 30th September 2013
Your usual financial year
Your first repor.ng year under the regula.ons
1 January to 31 December 1 January 2013 to 31 December 2013
1 April to 30 March 1 April 2013 to 30 March 2014
1 October to 30 September 1 October 2012 to 30 September 2013
What are the regulatory implicaDons of non‐compliance?
• 3 Companies Act offences • penalDes • negligent misstatement • Financial ReporDng Council Conduct Commi;ee
enforcement: voluntary first and then through the courts • third party complaints: eg. Investors • reputaDonal impact from commi;ee references and
public noDces
What is required for compliance on the non‐financial side?
• only material informaDon • ‘to the extent necessary’ • excluded if it will seriously prejudice the company • definiDons:
– Companies Act 2006 – InternaDonal Financial ReporDng Standard
When can an ESG risk have material financial implicaDons?
RISKS WITH FINANCIAL
IMPLICATIONS: REPUTATIONAL, CONTRACTUAL, REGULATORY,
RESOURCE COSTS, OPERATIONAL
ESG CATEGORIES: ENVIRONMENTAL,
EMPLOYEE, SOCIAL,
COMMUNITY AND HUMAN RIGHTS
DISCLOSURE RQUIREMENTS: INFORMATION ABOUT ESG CATEGORIES THAT COULD AFFECT THE DECISION
TO INVEST IN THE COMPANY
Not gerng it right
• are you confident that you have an informed disclosure?
• do you have a procedure in place to gather and evaluate all the necessary informaDon?
What are the elements of a robust ESG risk process?
Stakeholder Engagement: Throughout The Process
1st stage: workshop with senior management to understand acDviDes, processes, and views on ESG themes. IdenDficaDon and evaluaDon of key stakeholders. 2nd stage: engagement with other key stakeholders on ESG themes
Material Issues: IdenDficaDon
With regard to business strategy, full value chain business footprint and stakeholder input Covering a comprehensive list of relevant ESG themes
Material Issues: PrioriDsaDon & Impact
Exposure to ESG risks / opportuniDes Significance of business’ full value chain economic, environmental and social impact Influence of the business’ value chain impacts on relevant stakeholders
Risk MiDgaDon Coverage of ESG risks on exisDng company risk register IdenDficaDon and prioriDzaDon of management procedures Development of an acDon plan, budget and program Development of KPIs and reporDng procedure
Disclosure KPIs linked to material issues Strategic informaDon in strategic report. Supplementary informaDon in sustainability report.
ESG risk themes
• Risk themes supported by risk primers to support internal understanding and external communicaDon
• Alignment to GRI G4 ‘material aspects’ to support disclosure
• Flexible approach allows screening of some to most to all themes as required
BC3
Government Transfers (Incl. Taxation)
Economic Impact
Employment Terms & Conditions (Working Hours & Location)
Employment Terms & Conditions (Working Environment)
Solid Waste Generation
Non Renewable Resources
Air Pollution Ozone Depletion
Water Usage Water Pollution
Material Intensity & Source
R&D/Innovation
Reputation Transformation (Employment)
Environmental Accidents
FINANCIAL CAPITAL
Product Use (Environmental Impacts)
Product Use (Material Intensity
Renewable Resources
Land use – Land Cover Change
Financial Services (Access to Financial Services & Capital)
Product Use (Material Intensity)
Equal Opportunity
Employee Training & Development
Product Use (Defects)
Product Use (Harmful)
Employment Terms & Conditions (Employee Rights)
Employment Terms & Conditions (Financial Conditions)
Stakeholder Engagement
Transformation (Enterprise Development/Procurement)
Environmental Mitigation Expenditure
Employee Profile (Juvenile Employment)
Employee Profile (War for Talent)
Corporate Governance (Structures & Processes)
Corporate Governance (Performance)
Climate change
Employee Profile Wellness Regulatory Exposure Energy
Management
BUILT CAPITAL SOCIAL CAPITAL HUMAN CAPITAL NATURAL CAPITAL
SUSTAINABILITY RISK THEMES FOCUS THEMES
Product Use (Energy Intensity)
NC1 NC2
NC3 NC4
NC5 NC6
NC7 NC8
NC9 NC10
HC1 HC2
HC3 HC4
HC5 HC6
HC7 HC8
HC9 HC10
HC11
SC1 SC2
SC3 SC4
SC5 SC6
SC7 SC8
SC9 SC10
SC11
BC2
FC1 FC2
FC3 FC4
BC1
Crime Mitigation Costs
BC4
Risk diagnosDc: idenDfying value chain exposure
• Overall Risk Score indicate weighted exposure to all relevant risk themes
• ParDcipaDon Risk indicates whether risk exposure driven by the country (of operaDon or procurement)or the sector (of operaDon or procurement)
• Value Chain Risk indicates whether exposure risk is a;ached to the direct operaDons or sits within the supply chain
Which themes are relevant?
Benchmark / Peer Set Company
Risk diagnosDc: risk prioriDsaDon The risk matrix helps communicate an organizaDon's material risks and opportuniDes ‐ risks in the top right hand quadrant represent the most material risks based on exposure to that risk and the esDmated financial impact of that risk / opportunity. Subject to tesDng with relevant stakeholders – these risks / opportuniDes should be prioriDzed for risk miDgaDon acDons and consideraDon when reviewing an organizaDon's strategy and operaDons
Risk register
Can compliance be converted into a compeDDve advantage?
• objecDve process for disclosure • robust ESG process • clear understanding of risk themes • enhanced reputaDon from stakeholders
• a;ract new business and investment • enhanced stakeholder relaDonships • reduce resource costs • enhanced procedures (e.g. risk register to manage risks)
• benchmark against best pracDce standards
Ready for take‐off?
Poll quesDons
1. Do you have a material ESG risk idenDficaDon and management process in place?
2. Does it quanDfy potenDal financial impacts and cover your supply chain?
3. Does it include any form of stakeholder engagement (internal or external)?
4. Do you have a risk register that covers ESG risk? 5. Will you be taking any acDon aher today’s
webinar?
Q & A
Who to call?
For more informaDon or advice call: • Colleen Theron Mobile: +44 (0) 7714 979 936 E‐mail: colleen.theron@clt‐envirolaw.com
• Tim Barker Mobile: +44 (0) 7867 473 983
E‐mail: [email protected]
www.clt-envirolaw.com