EC to update non-financial reporting directive
The European Commission (EC) is planning to update its non-binding guidance on how to implement the Non-Financial Reporting Directive and set out proposals for consultation in June 2020. The directive, which affects about 6000 companies in Europe, sets out how organisations can effectively communicate the environmental, social and ethical impacts of their behaviour to stakeholders.
Delegates heard how businesses in different countries had sought to implement the directive. In Germany, for example, companies had used a broad variety of formats to report non-financial data. In addition, 81% of companies had their statements audited with limited assurance, with only half publishing an audit certificate in this area, according to a recent study. A separate study examining 80 companies based in France, Germany and the UK, suggested that while almost all reported on their non-financial reporting policies, there was a lack of connection between the policies and outcomes, key performance indicators and risk .
Finally, the EC presented the results of its own initial consultation on how the directive is being implemented. “Some factors are affecting the effectiveness of the directive include the flexibility of the framework, the materiality definition and the assurance process of the information,” according to Tom Dodd, the B3 policy case officer for corporate transparency.
“While the implementation of the directive is still in its early phases across Europe, it is already clear that companies are struggling with the providing assurance that the data that goes into their non-financial reports is robust and reliable,” Farid Aractingi, ECIIA President, says. “That is clearly an area that internal auditors can help with because of their unique oversight role in their organisations.”
ECIIA has already advocated to DG FISMA that businesses adopt the three lines of defence model of corporate governance. Under the model, the first and second lines of defence are responsible for internal controls and risk management, while internal audit provides independent assurance that those systems are well-designed and functioning properly. “The model puts internal auditors in an ideal position to assist companies in ensuring accuracy in non-financial reporting,” Aractingi says.
Since statutory auditors in Europe – with the exception of those in Italy and the UK – do not check the content of non-financial reporting, directors may be unaware that they are revealing competitive information. Since an estimated 80% of companies’ value is now intangible, such disclosure could have serious consequences.
“Getting the balance right on disclosure should boost competitive advantage rather than erode it,” Farid Aractingi, ECIIA President says. “There is clearly a potential gap in companies’ control systems that internal auditors are ideally placed to fill.”
Internal auditors have a unique oversight position as the third line of defence in organisations. That means they are ideally placed to help co-ordinate and provide assurance on the quality and relevance of information in non-financial reports.
The pressure on increased non-financial disclosure has been seen as part of a societal shift as stakeholders expect organisations to adopt more ethical and responsible strategies. Corporate governance has been responding to these shifts in expectations by expanding its remit to look at the environment, social justice issues and culture.
Boards need to be courageous if they are to rise to the challenge that these pressures.
The consultation will look at whether the framework is fit for purpose, is relevant for meeting the EU’s objectives and adds value at a European level. It will also consider specific aspects of the existing legislation as required by EU law and whether the framework is fit for the future and new challenges such as sustainability and digitalisation.
The Commission is seeking comments from the broadest possible base of stakeholders, in particular providers and users of financial and non-financial information, and the ECIIA says that internal auditors have a key part to play in highlighting any areas that are ripe for change.
“We very much welcome this wide-ranging review into modernising company reporting,” says Farid Aractingi, ECIIA president. “Internal auditors have had an increasing role to play in ensuring the accuracy of reported company data in recent years, and this unique oversight position gives them a crucial role in helping the EU ensure its framework does the job for which it’s intended.”
Europe’s company reporting regime has grown organically over the past 40 years to require broader and deeper levels of information, including recent initiatives to expand the level of non-financial reporting required from larger companies. These additional requirements cover relevant environmental and social information, as well as statements on board diversity.
The consultation asks respondents to rate how effective this diverse range of EU reporting requirements have been in supporting its objectives. Those include ensuring stakeholder protection, developing the internal market, promoting integrated EU capital markets, ensuring financial stability and promoting sustainability.
Looking to the future, it is also essential to consider whether the framework for public reporting is responsive enough to handle new ways of working. Respondents are asked to comment on the challenge of digitalisation and whether the framework takes into account the impact of technology in changing how companies prepare and disseminate corporate reports and the ways investors and the public access and analyse company information.
The EC has adopted guidelines to help companies make better disclosure on the environmental and social impact of their activities.
The guidelines aim to help companies develop their non-financial reporting in ways that are more consistent and comparable. The EC says it wants to boost corporate transparency and performance, as well as encourage companies to embrace a more sustainable approach.
“Europe needs to take the lead in making economies greener and more sustainable,” Valdis Dombrovskis, Vice-President responsible for Euro and Social Dialogue, Financial Stability, Financial Services and Capital Market Union, said: “By providing relevant information on their environmental and social credentials, companies are doing themselves a favour and helping their investors, lenders and society at large.”
Meanwhile, the EC’s high-level expert group on sustainable finance has published its first report setting out concrete steps to create a financial system that supports sustainable investments. The Commission intends to explore some of the report’s recommendations that may help create a low carbon, more resource-efficient and sustainable economy.
“It will be very important for organisations to have robust processes underpinning their non-financial reporting systems,” Henrik Stein, ECIIA President, said. “Internal audit’s unique oversight position as the third line of defence gives it a critical role to play in helping organisations improve their non-financial reporting capabilities.”
The adoption of the new guidelines will supplement the already existing EU rules on non-financial reporting (Directive 2014/95/EU). Companies falling within its scope have to disclose relevant information on policies, risks and results as regards environmental matters, social and employee-related aspects, as well as respect for human rights, anti-corruption and bribery issues, and diversity on the boards of directors.
Non-financial and diversity guidance due Spring 2017
The EC is producing non-binding guidance on how to implement its directive on the disclosure of non-financial and diversity information (2014/95/EU). Originally planned for publication in December 2016, the guidance is now expected in Spring 2017.
The directive requires around 6,000 large organisations to disclose the environmental and social impacts of their activities in their management reports. The first reports are due in 2018, based on financial years that end in 2017.