Abstract
Large corporations do not exist or operate in a vacuum, and must constantly adapt to the environments in which they operate in order to survive and prosper. They must also satisfy, where possible, the many demands and expectations of the groups they influence and with whom they interact. Many listed companies around the globe are voluntarily responding to mounting calls from investor and stakeholder groups for consideration and reporting of non-financial factors and outcomes. This is evidenced by reporting frameworks that include, among others, management discussion and analysis, disclosure of corporate social responsibility (CSR), sustainability and citizenship information, and integrated reporting. As these various reporting developments build momentum, policy makers are reviewing the legal frameworks and are establishing new rules or strengthening existing regulation around the governance and disclosure of information on employee, supplier, diversity, human rights, community impact, and sustainability matters. All of the regulatory options in use or mooted in the corporate sustainability space rely on disclosure as a means to drive awareness of sustainability matters and to ultimately move the culture and activities of corporations towards more sustainable business practices.
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Notes
- 1.
The OECD indicates that ‘Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined.’: OECD (2015).
- 2.
The purposes and content of corporate social responsibility reports, corporate citizenship reports, corporate sustainability reports, and integrated reports overlap and include similar content regardless of the report title. For the purposes of this chapter, these frameworks are treated as interchangeable and referred to as sustainability reporting in most of the discussion.
- 3.
See for example KPMG International (2013), pp. 9–10. The KPMG survey reviewed corporate responsibility (CR) reporting across the 100 largest companies in 41 countries. This report notes that almost all of the world’s largest 250 companies report on CR with 78% of these companies referencing the Global Reporting Initiative guidelines. It suggests that the debate has well and truly moved on from whether or not companies should report on CR; the important issue now is the quality of such reporting and the best means to reach relevant audiences.
- 4.
There is no one agreed definition of sustainability. One scholar suggests that sustainable development ‘requires the balancing of the inextricable complexity of economic, social and environmental interests, within the non-negotiable ecological limits of our planet’: Sjåfjell (2015), p. 48. The World Bank Council for Sustainable Development (Corporate Social Responsibility) defines corporate social responsibility as ‘the continuing commitment by business to contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large’.
- 5.
Directive 2014/95/EU.
- 6.
For discussion on the passing of Directive 2014/95/EU, see Kinderman (2015). Kinderman suggests the final text was weakened significantly as a result of opposition from business, with Germany the most outspoken opponent.
- 7.
- 8.
3rd edn (2014).
- 9.
ASX Corporate Governance Principles and Recommendations (2014), p. 30. The terms economic sustainability, environmental sustainability and social sustainability are defined in the glossary of the Code.
- 10.
ASX (2014), p. 30.
- 11.
ASX (2014), p. 11 (Recommendation 1.5).
- 12.
Australian Securities and Investments Commission, ASIC Regulatory Guide 247 (2013) Effective disclosure in an operating and financial review.
- 13.
The legislation in some countries refers to information released between periodic reporting periods as ‘ad hoc disclosure’.
- 14.
See for example United States Securities and Exchange Commission (2013), p. 42.
- 15.
North (2015), pp. 101–169—providing an overview of the periodic reporting and continuous disclosure regimes in the United States, Canada, Germany, the United Kingdom, Japan, Hong Kong, Australia and Singapore. I outline empirical research of disclosure practices in each of these countries and the features of best practice disclosure frameworks. Further, I discuss MD&A rules and practices in the jurisdictions examined.
- 16.
The socially responsible investing movement has grown rapidly over the last decade. The number of signatories to the United Nations Principles for Responsible Investment was 1380 on 4 February 2016, representing US$59 trillion in assets under management: United Nations environment program principles for responsible investment. Levels of investor activism in relation to environmental and social issues have also increased, particularly in the United States: The Conference Board (2010), p. 13.
- 17.
Levy et al. (2010), p. 96.
- 18.
Global Reporting Initiative (GRI): About sustainability reporting. [This online document is not paginated.].
- 19.
GRI, Intro to G4.
- 20.
International Integrated Reporting Council (IIRC), Integrated Reporting.
- 21.
IIRC, p. 1.
- 22.
IIRC, p. 7.
- 23.
IIRC, p. 2.
- 24.
IIRC, pp. 11–12.
- 25.
IIRC, pp. 18, 21.
- 26.
IIRC, p. 8.
- 27.
IIRC, pp. 16–17.
- 28.
Communication is commonly defined as a two-way process of reaching mutual understanding, in which participants exchange information, news, ideas and feelings, and create and share meaning.
- 29.
There is no generally agreed definition of ‘stakeholders’. See Corporations and Markets Advisory Committee, Commonwealth of Australia (2006), pp. 54–55. This report defines stakeholders as ‘groups or individuals who are expected to be affected by, or whose actions could affect, the activities, products or services of the organisation.’
- 30.
- 31.
- 32.
- 33.
Elhauge (2005); Devinney (2009); Hahn et al. (2010); Sarfaty (2013), p. 613. Elhauge argues that the law gives corporate managers considerable implicit and explicit discretion to sacrifice profits in the public interest. He notes at [743] that ‘Of course, corporate managers can and should do good when it maximises profits. What could be the argument to the contrary? The serious question is whether they can and should do good when it decreases profits.’ Sarfaty notes that issues like human rights may not be financially material and may therefore be largely excluded. He suggests that human rights is generally treated as a risk mitigation area with reporting used as a tool to mitigate reputational, commercial and litigation risks. Hahn et al. argue that proactive sustainability strategies do not avoid the conflicts involved and accept trade-offs to achieve substantial sustainability gains at a societal level.
- 34.
Elhauge (2005), p. 743.
- 35.
Suchman (1995), p. 574
- 36.
Lerner and Tetlock (1999), p. 255.
- 37.
- 38.
- 39.
This argument is often made within company reporting spheres. See North (2015), pp. 199–201.
- 40.
North (2015), pp. 207–10.
- 41.
- 42.
- 43.
Mitchell et al. (2012), p. 1062.
- 44.
Hess (2008), pp. 463–464.
- 45.
Gurtuck and Hahn (2016).
- 46.
North (2015), pp. 205–213.
- 47.
Sarfaty (2013), pp. 609–611.
- 48.
For summaries and analysis of these studies, see North (2015), pp. 32–39.
- 49.
- 50.
- 51.
- 52.
Serafeim (2015a, b), Richardson and Welker (2001), Orlitzky et al. (2003), Porter and Kramer (2011), El Ghoul et al. (2011), Clarkson et al. (2011), Eccles et al. (2011), Eccles and Serafeim (2013), Wu and Shen (2013), Kruger (2015), Qiu et al. (2016) and Plumlee et al. (2015). For an overview, see Clark et al. (2015).
- 53.
Richardson and Welker (2001).
- 54.
Dhaliwal et al. (2011).
- 55.
El Ghoul et al. (2011).
- 56.
Cheng et al. (2014).
- 57.
Cheng et al. (2014).
- 58.
Amel-Zadeh (2015).
- 59.
Liang and Renneborg (2014).
- 60.
Attig et al. (2013).
- 61.
- 62.
Ye and Zhang (2011), p. 104.
- 63.
Ioannou and Serafeim (2014).
- 64.
Eccles et al. (2014).
- 65.
Khan et al. (2016): This study uses the Sustainability Accounting Standards Board (SASB) definition of materiality: information that represents a substantial likelihood that its disclosure will be viewed by a reasonable investor as significantly altering the total mix of available information. This test has three components: evidence of interest, evidence of financial impact, and forward impact adjustment. The issues deemed material and immaterial by the SASB vary by sector. For example, materials sourcing is classified as highly material for technology and communication companies but is categorised as immaterial for financial and service companies.
- 66.
Hess (2008), p. 461.
- 67.
Herremans and Herschovis (2006).
- 68.
Villiers (2009), p. 233.
- 69.
Ruggie (2008), p. 44.
- 70.
KPMG (2013), p. 10.
- 71.
KPMG (2013), p. 11.
- 72.
KPMG (2013), p. 11.
- 73.
Sarfaty (2013) notes [at 581] that the GRI system of grading reports is based on the quantity (rather than quality) of indicators reported on. He states [at 607] that GRI executives acknowledged the low readership of GRI reports in an interview with him in Amsterdam in 2010. See also Comyns et al. (2013); Levy et al. (2010), pp. 90–91, 103; Zinnbauer (2013). Comyns et al. suggest [at 231] that the overall consensus from empirical studies that investigate the quality of sustainability reports is that the number of these reports has increased but reporting quality remains poor. Zinnbauer suggests that current sustainability reporting is limited, uneven and fragmented.
- 74.
- 75.
Soyka and Bateman (2012). See also Serafeim (2015a, b) Integrated Reporting and Investor Clientele citing a survey by Eurosif and the Association of Chartered Certified Accountants (2013) What do investors expect from non-financial reporting? The survey of institutional investors found that 93% of respondents disagreed that sufficient information was provided to assess financial materiality and 73% disagreed that sustainability reporting was linked to business strategy and risks.
- 76.
Report of the Committee on the Financial Aspects of Corporate Governance (2012) The Committee on the Financial Aspects of Corporate Governance was established in 1991 by the Financial Reporting Council, the London Stock Exchange, and the accountancy profession.
- 77.
Report of the Committee on the Financial Aspects of Corporate Governance (2012), 3.6.
- 78.
See New York Stock Exchange Listed Company Manual, s 3 Corporate Responsibility.
- 79.
The definition of independence is outlined in Listing Rule 303A.02 of the New York Stock Exchange Listed Company Manual. The exceptions to this rule are outlined in the introduction to Listing Rule 303A. Section 2 of the New York Stock Exchange Listed Company Manual indicates that one of the objectives of the listing agreement is to ensure ‘timely disclosure of information that may affect security values or influence investment decisions, and in which shareholders, the public and the Exchange have a warrantable interest.’
- 80.
Listing Rule 303A.05 of the New York Stock Exchange Listed Company Manual.
- 81.
- 82.
Gibson (2009), p. 8.
- 83.
North (2015), pp. 235–38.
- 84.
North (2015), pp. 188–89.
- 85.
The Conference Board (2010).
- 86.
Sarfaty (2013).
- 87.
Jenkins and Yakovleva (2006). Clarkson et al. (2008) and Chotruangprasert (2013). Guenter et al. found that companies appeared to ‘pick and choose’ which GRI indicators to report on. Jenkins and Yakovlelva notes there was ‘considerable variation in the maturity of reporting content and styles’. Clarkson found that companies with superior environmental performance disclose on more GRI environmental indicators, while poorer performers are more likely to exclude measures in the hope that the market will view them as average performers.
- 88.
Sarfaty (2013).
- 89.
- 90.
Sarfaty (2013), pp. 616, 621.
- 91.
Soyka and Bateman (2012).
- 92.
Elhauge (2005). Elhauge notes that legal and economic sanctions are inevitably imperfect and need to be supplemented. He argues that to optimise managerial conduct requires a regime of social and moral sanctions that encourages all participants to consider the effect of their conduct on others even when doing so does not increase company profits.
References
Amel-Zadeh A (2015) Materiality of nonfinancial information: theoretical foundations and empirical evidence. Working paper 2015/12, Judge Business School, University of Cambridge
ASX (2014) Corporate governance principles and recommendations, 3rd edn
Attig N et al (2013) Corporate social responsibility and credit ratings. J Bus Ethics 117
Australian Securities and Investments Commission, ASIC Regulatory Guide 247 (2013) Effective disclosure in an operating and financial review
Bainbridge S (2008) The new corporate governance in theory and practice. Oxford University Press, New York
Bauer R, Hann D (2010) Corporate environmental management and credit risk. Working paper, Maastricht University, European Centre for Corporate Engagement
Blair M, Stout L (1999) A team production theory of corporate law. Va Law Rev 85:247
Bondy K, Moon J, Matten D (2012) An institution of corporate social responsibility (CSR) in multi-national corporations (MNCs): form and implications. J Bus Ethics 111
Carroll A, Shabana K (2010) The business case for corporate social responsibility: a review of concepts, research and practice. Int J Manag Rev. http://f2.washington.edu/fm/sites/default/files/Business%20Case%20for%20CSR%20Review%20of%20Concepts,%20Research%20and%20Practice.pdf. Accessed 26 Jul 2016
Castello I, Lozano J (2011) Searching for new forms of legitimacy through corporate responsibility rhetoric. J Bus Ethics 100
Cheng B, Ioannou I, Serafeim G (2014) Corporate social responsibility and access to finance. Strateg Manag J 35:16
Chotruangprasert K (2013) Global reporting initiative indicator selection decisions: a case study. Working paper, Accounting Department, Schulich School of Business, York
Clark G, Feiner A, Viehs M (2015) From the stockholder to the stakeholder–how sustainability can drive financial outperformance. Working paper, Oxford University
Clarkson P et al (2008) Revisiting the relation between environmental performance and environmental disclosure: an empirical analysis. Account Organ Soc 33
Clarkson P et al (2011) Does it really pay to be green? Determinants and consequences of proactive environmental strategies. J Account Public Policy 30
Clarkson P et al (2013) The relevance of environmental disclosures: are such disclosures incrementally informative? J Account Public Policy 32
Comyns B et al (2013) Sustainability reporting: the role of ‘search’, ‘experience’ and ‘credence’ information. Account Forum 37
Corporations and Markets Advisory Committee, Commonwealth of Australia (2006) The social responsibility of corporations report, pp 54–55
Deegan C, Shelly M (2014) Corporate social responsibilities: alternative perspectives about the need to legislate. J Bus Ethics 11:516
Devinney T (2009) Is the socially responsible corporation a myth? The good, the bad, and the ugly of corporate social responsibility. Acad Manag Perspect 23
Dhaliwal D et al (2011) Voluntary nonfinancial disclosure and the cost of equity capital: the initiation of corporate social responsibility reporting. Account Rev 86:1
Directive 2014/95/EU. Available: http://ec.europa.eu/finance/company-reporting/non-financial_reporting/index_en.htm. Accessed 27 Jul 2016
Doane D (2002) Market failure – the case for mandatory social and environmental reporting. New Economics Foundation, Institute for Public Policy Research Seminar
Donaldson T, Preston L (1995) The stakeholder theory of the corporation: concepts, evidence and implications. Acad Manag Rev 20
Easterbrook F, Fischel D (1991) The economic structure of corporate law. HUP, Cambridge
Eccles R, Serafeim G (2013) The performance frontier: innovating for a sustainable strategy. Harv Bus Rev 91
Eccles R, Newquist S, Schatz R (2007) Reputation and its risks. Harv Bus Rev 85
Eccles R, Kruz M, Serafeim G (2011) Market interest in nonfinancial information. J Appl Corp Financ 23:4
Eccles R, Ioannou I, Serafeim G (2014) The impact of corporate sustainability on organizational processes and performance. Manag Sci 60:11
Elhauge E (2005) Sacrificing corporate profits in the public interest. N Y Univ Law Rev 80:733
Freeman R (1984) Strategic management: a stakeholder approach. Pitman Publishers, Boston
Ghoul E et al (2011) Does corporate social responsibility affect the cost of capital. J Bank Financ 35
Gibson B (2009) Facilitating capital raising for corporate Australia. Corporate Finance World Australia (speech)
Global Reporting Initiative. Available at https://www.globalreporting.org/information/sustainability-reporting/Pages/default.aspx (This document is not paginated). Accessed 27 Jul 2017
Griffin P, Sun Y (2013) Going green: market reaction to CSRwire news releases. J Account Public Policy 32
Gurtuck A, Hahn R (2016) An empirical assessment of assurance statements in sustainability reports: smoke screens or enlightening information? J Clean Prod 136 (Part A):30–41
Hahn T et al (2010) Trade-offs in corporate sustainability: you can’t have your cake and eat it. Bus Strateg Environ 19
Herremans I, Herschovis S (2006) Sustainability reporting: creating and internal self-driving mechanism. Environ Qual Manag 15:19–29
Hess D (2008) The three pillars of corporate social reporting as new governance regulation: disclosure, dialogue and development. Bus Ethics Q 18:4
Hess D (2014) The future of sustainability reporting as a regulatory mechanism. Michigan Ross School of Business Working Paper No 1228:5
Initiative for Responsible Lending (2011) Current corporate social responsibility disclosure efforts by national governments and stock exchanges. Available: http://hausercenter.org/iri/wp-content/uploads/2011/08/CSR-Disclosure-Updates-4-18-14.pdf. Accessed 27 Jul 2016
Ioannou I, Serafeim G (2014a) The consequences of mandatory corporate sustainability reporting. Working paper 11–100, Harvard Business School
Ioannou I, Serafeim G (2014b) The impact of corporate social responsibility on investment recommendations: analysts’ perceptions and shifting institutional logics. Strateg Manag J 36
Jenkins H, Yakovleva N (2006) Corporate social responsibility in the mining industry: exploring trends in social and environmental disclosure. J Clean Prod 14
Khan M, Serafeim G, Yoon A (2016) Corporate sustainability: first evidence on materiality. Account Rev 91:1697–1724
Kinderman D (2015) The struggle over the EU non-financial disclosure directive. WSI-Mitteilungen, p 6
KPMG International (2013) The KPMG survey of corporate responsibility reporting. Available at https://home.kpmg.com/xx/en/home/insights/2013/12/kpmg-survey-corporate-responsibility-reporting-2013.html. Accessed 27 Jul 2016
Kruger P (2015) Corporate goodness and shareholder wealth. J Financ Econ 115
Lerner J, Tetlock P (1999) Accounting for the effects of accountability. Psychol Bull 125:255
Levy D, Szenjnwald Brown H, de Jong M (2010) The contested politics of corporate governance: the case of the global reporting initiative. Bus Soc 49:1
Liang H, Renneborg L (2014) Finance and society: on the foundations of corporate social responsibility. Working paper 394/2013
Listing Rule 303A.05 of the New York Stock Exchange Listed Company Manual. Available at http://nysemanual.nyse.com/LCMTools/PlatformViewer.asp?selectednode=chp_1_4_3_9&manual=%2Flcm%2Fsections%2Flcm-sections%2F. Accessed 27 Jul 2016
Merry S (2011) Measuring the world: indicators, human rights, and global governance. Curr Anthropol 52(S3):584
Michelon G, Pilonato S, Ricceri F (2015) CSR reporting practices and the quality of disclosure: an empirical analysis. Critical perspectives on accounting
Millon D (1995) Communitarianism in corporate law: foundations and law reform strategies. In: Mitchell L (ed) Progressive corporate law. Westview Press, Boulder
Minor D, Morgan J (2011) CSR as reputation insurance: primum non nocere. Calif Manag Rev 53(3)
Mitchell M, Curtis A, Davidson P (2012) Can triple bottom line reporting become a cycle for ‘double loop’ learning and radical change? Account Audit Account J 25(6):1062
Moerman L, Van Der Lan S (2005) Social responsibility in the tobacco industry: all smoke and mirrors? Account Audit Account J 18
New York Stock Exchange Listed Company Manual, Section 3 Corporate Responsibility. Available at http://nysemanual.nyse.com/LCMTools/PlatformViewer.asp?selectednode=chp%5F1%5F4%5F3&manual=%2Flcm%2Fsections%2Flcm%2Dsections%2F. Accessed 26 Jul 2016
North G (2015) Effective company disclosure in the digital age. Wolters Kluwer, The Netherlands
OECD (2015) G20/OECD principles of corporate governance: 9. Available at http://www.oecd.org/corporate/guidelines-corporate-governance-SOEs.htm. Accessed 27 Jul 2016
Orlitzky M, Schmidt F, Rynes S (2003) Corporate social and financial performance: a meta-analysis. Organ Stud 24:3
Peloza J (2006) Using corporate social responsibility as insurance for financial performance. Calif Manag Rev 48:2
Plumlee M et al (2015) Voluntary environmental disclosure quality and firm value: further evidence. J Account Public Policy 34
Porter M, Kramer M (2011) Creating shared value. Harv Bus Rev 89
Qiu Y, Shaukat A, Tharyan R (2016) Environmental and social disclosures: link with corporate financial performance. Br Account Rev 48:1
Report of the Committee on the Financial Aspects of Corporate Governance (2012) Available at www.jbs.ac.uj/cadbury/report/index.html. Accessed 27 Jul 2016
Richardson A, Welker M (2001) Social disclosure, financial disclosure and the cost of equity capital. Account Organ Soc 26
Ruggie J (2008) Protect, respect and remedy: a framework for business and human rights. Report of the special representative of the secretary-general on the issue of human rights and transnational corporations and other business enterprises, no. 8, Human Rights Council
Sarfaty G (2013) Regulating through numbers: a case study of corporate sustainability reporting. Va J Int Law 53
Serafeim G (2015a) Integrated reporting and investor clientele. J Appl Corp Financ 27:34–51
Serafeim G (2015b) The role of the corporation in society: an alternative view and opportunities for research. Working paper, Harvard Business School
Sjåfjell B (2015) Gender diversity in the boardroom and its impacts: is the example of Norway a way forward? Deakin Law Rev 20:48
Soyka P, Bateman M (2012) Finding common ground on the metrics that matter. Investor Responsibility Research Center
Suchman M (1995) Managing legitimacy: strategic and institutional approaches. Acad Manage Rev 20(3)
The Conference Board (2010) Sustainability in the Boardroom. Director Notes, No DN-008
United Nations Environment Program Principles for Responsible Investment. Available at http://www.unpri.org/about-pri/about-pri/. Accessed 27 Jul 2016
United States Securities Exchange Commission (2013) Report on review of disclosure requirements in regulation S-K: 42. Available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370540530982. Accessed 26 Jul 2016
Villiers C (2009) Corporate reporting and company law. Cambridge University Press, Cambridge
Williams C (2015) Corporate social responsibility and corporate governance. Legal Studies Research Paper No 32, Osgoode Hall Law School 11:7
World Bank Council for sustainable development, corporate social responsibility. Available: http://www.wbcsd.org/work-program/business-role/previous-work/corporate-social-responsibility.aspx. Accessed 27 Jul 2016
Wu M, Shen C (2013) Corporate social responsibility in the banking industry: motives and financial performance. J Bank Financ 37
Ye K, Zhang R (2011) Do lenders value corporate social responsibility? Evidence from China. J Bus Ethics 104
Zinnbauer D (2013) Getting serious about corporate citizenship. Working paper
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North, G. (2017). Corporate Sustainability Practices and Regulation: Existing Frameworks and Best Practice Proposals. In: du Plessis, J., Low, C. (eds) Corporate Governance Codes for the 21st Century. Springer, Cham. https://doi.org/10.1007/978-3-319-51868-8_7
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