Professional Documents
Culture Documents
Corporate Reporting
to Stakeholders
June 2008
Corporate Reporting
to Stakeholders
June 2008
ISBN 978-1-55385-347-3
Copyright © 2008
The Canadian Institute of Chartered Accountants
277 Wellington Street West
Toronto, ON, Canada M5V 3H2
Disponible en français
www.icca.ca
Foreword
For 56 years, the CICA Corporate Reporting Awards program has rewarded
excellence in corporate reporting. Over the years, the interests of stakeholders have
changed and widened and, currently, they are zeroing in on corporate governance
disclosure, sustainability reporting and electronic disclosure. Expectations of
transparency are also increasing, and the awards recognize that a company can be
an example of excellence in corporate reporting only if it shows best practices in all
of these areas.
Until the early 1990s, the focus was on annual reports. While the hardcover annual
report remains a cornerstone of the awards program, judges are also looking at
interim reports, MD&A, website disclosures and earnings press releases. To take
the new disclosures into account, the annual reporting category is now known as
the financial reporting category.
In 1991, the CICA published the Research Study Information to be included in the
Annual Report to Shareholders. That study discussed the objectives of the annual
report and, to help achieve those objectives, recommended what information it
should provide in addition to the financial statements. The continued, widespread
use of annual reports in performance reporting prompted the need to revise the
guidance contained in the original study. A Study Group comprising current and
former judges of the awards program was established for that purpose.
The Study Group’s efforts produced this Research Study and an accompanying
Highlights booklet, both of which address corporate reporting to stakeholders on
a continuous basis.
The CICA expresses its appreciation to Jerry Trites, FCA, and the members of the Study
Group for the time and effort spent in completing this project. Equally appreciated is the
work of Paul-Émile Roy, CA, who directed the research and drafted the research study.
The views expressed in this publication are those of the Study Group and have not been
formally endorsed by the CICA. Comments are welcome and should be addressed to J. Paul-
Émile Roy, CA, Principal, Research Studies Department, CICA (research.studies@cica.ca).
CICA Staff
Paul-Émile Roy, CA
Principal, Research Studies Department
Knowledge Development Group
David L. Pollard, CA
Vice President
Knowledge Development Group
Table of Contents
Page
Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xi
Chapter
1 Introduction
Purpose and Methodology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
About Corporate Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Corporate Reporting Challenges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5 Corporate Overview — Part A
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
A1 — Corporate Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
A2 — Corporate Mission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
A3 — Products, Services and Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
A4 — Company Ownership and Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
A5 — Organizational Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
A6 — Management Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
A7 — Management Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
A8 — Comparative Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
A9 — President/CEO Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
A10 — Commentary on Industry and Economy . . . . . . . . . . . . . . . . . . . . . . . . 44
A11 — Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7 Review of Operations — Part C
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
C1 — Overall Review and Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
C2 — Segment Review of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
C3 — Production Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
C4 — Competitive Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
C5 — Response to Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
C6 — Forward-looking Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
C7 — Risks and Uncertainties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
C8 — Financial and Operating Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
C9 — Performance Compared to Objectives . . . . . . . . . . . . . . . . . . . . . . . . . 69
C10 — Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
C11 — Significant Agreements and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 71
C12 — Industry Specific Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Chapter Page
9 Supplementary Information — Part E
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
E1 — Table of Contents / Navigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
E2 — Glossary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
E3 — Corporate Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
E4 — Shareholder and Investor Information . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Appendices
A List of Survey Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155
B Annual Report Survey Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161
C Guidelines for Corporate Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
D Corporate Website Survey Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169
E Overview of Narrative Reporting Requirements . . . . . . . . . . . . . . . . . . . . 175
F Future Research . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181
Introduction
Corporate reporting PURPOSE AND METHODOLOGY
refers to the process used The primary purpose of this Research Study is to promote
to communicate with effective communication by providing helpful guidance
stakeholders, regardless for comprehensive and integrated corporate reporting. A
of the vehicle used for secondary purpose is to suggest how useful information can
such communications. It be communicated. Although the research focuses primarily
reflects the messages that on information disclosures in corporate annual reports and on
management needs to company websites, the analyses carried out also largely apply
convey to investors and to corporate reporting overall.
other stakeholders, taking
into consideration generally The Study Group recognizes the key role of corporate
accepted accounting reporting in global capital markets and, therefore, examines
principles for financial the objectives of corporate reporting and information that
reporting and relevant should be provided to assist in effectively achieving those
regulatory requirements. objectives (see Chapter 2). The focal point is information,
Stakeholders are individuals other than the financial statements, that should be conveyed
or groups that may be to investors and other stakeholders to meet their needs (see
significantly affected by Chapter 3).
a company’s activities,
products and services or With investor information needs in mind, the Study Group
whose actions can affect assessed what corporate reporting disclosures are relevant
the company’s ability to to decision-making. A review of the literature combined
successfully implement its with a survey of current practice helped identify more
strategies and achieve it than 50 different types of information, each of which was
objectives. classified by category — Corporate Overview, Corporate Social
Responsibilities, Review of Operations, Financial Summary and
Analysis, and Supplementary Information.
Various proposals for new or strengthened In the past, the accounting profession has
disclosures are made throughout this study concentrated most of its attention on the
(also see Appendix C). Those proposals need annual financial statements. Now, the focus
to be considered in light of the contribution is shifting to financial and non-financial
they can make to the development of a information that is not encompassed by the
coherent structure for corporate reporting financial statements, such as MD&A. The
while, at the same time, providing relevant fact that financial statements and related
information to meet the perceived needs of disclosures are major elements of corporate
investors and other stakeholders. reporting highlights differences among various
countries’ accounting and financial reporting
While the information analyzed by the standards. Many countries around the world,
Study Group was considered in the therefore, are promulgating and adopting
context of overall corporate reporting, it is the new international financial reporting
clear that, with stakeholder expectations standards (IFRS). In fact, Canadian standards
of transparency on the rise, corporate are scheduled to converge with international
governance disclosure, sustainability standards within the next five years.
reporting and electronic disclosure merit
further study (see Appendix F). Moving financial data across borders requires
respect for host country laws and politics, as
well as participation in the intergovernmental
Chapter 1 / Introduction
organizations that regulate international It is clear that corporate reporting is going
communications. Several intergovernmental through a period of unprecedented change.
organizations, including the Organisation for Corporate governance guidelines are more
Economic Cooperation and Development and extensive, socially-responsible investment
the United Nations, have expressed interest in indices are more challenging, and reported
enhancing corporate information disclosures. earnings are more volatile. In this context,
narrative reporting consistently over time
To improve the usefulness of public company and across mediums is crucial for providing
reporting and to keep pace with other leading insights into a company’s underlying
jurisdictions, national securities regulators performance.
continue to take steps to expand narrative
disclosures.5 This has meant that corporate For purposes of this Research Study,
reporting has expanded beyond the confines “narrative reporting” relates to the critical
of the financial statements to meet investor contextual and non-financial information that
information needs. is reported alongside financial information
so as to provide a broader, more meaningful
It is generally acknowledged that financial understanding of a company’s business,
statements are an important source of its market position, strategy, performance,
historical information on which significant and future prospects — including quantified
reliance is placed by users. Nonetheless, as metrics.6
Exhibit 1.1 suggests, many types of useful
information on current events and future Effective narrative reporting provides a
prospects are better provided, or can only deeper insight into what really drives value
be provided, by means other than financial in the business, and clearly demonstrates
statements. It is not surprising, therefore, that why the chosen strategy is the right
corporate reporting continues to evolve. one to take the business forward.7 It will
shift the relationship with investors and
Exhibit 1.1 other stakeholders onto an entirely new
footing — one in which the transparency
1=@>=@/B3@3>=@B7<5
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management actions will become a key
competitive differentiator.8 Among other
advantages, this will enable a company to
4cbc`S>`]a^SQba >Oab>S`T]`[O\QS improve its reputation and market rating,
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lower its cost of capital, and attract and retain
the best talent.
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CHALLENGES
Information outside the financial statements
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has long been regarded as the exclusive
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domain of corporate management. For some
years, however, concern has been voiced
over the general quality of such information.
For example, securities commissions have
consistently asked for more discussion and
Chapter 1 / Introduction
Notes:
1. For a historical comparative review of the annual 7. The UK Accounting Standards Board (ASB)
report information content in 1902 vis-à-vis 1974, has published its first review of narrative
refer to “Annual Reports in the United States: reporting by UK listed companies, with the aim
A Historical Perspective” by A. Schiff in the of keeping the spotlight on narrative reporting
Autumn 1978 issue of Accounting and Business and the importance of encouraging continuing
Research, pp. 279-282. The author concludes improvement in this area (see (http://www.frc.
that, although the 1902 US Steel report was a org.uk/asb/press/pub1228.html). The review,
“model” for that time, it represents a level of which also draws on work by other bodies in
disclosure that compares very favorably with the the field, found that while most companies were
1974 US Steel report, a typical “modern” report. good at describing their strategy and current
Such key items as a statement of changes in performance, they were weaker on providing
financial position, quarterly reports on net forward looking information and identifying their
income, and detailed listings of inventories, principal risks and how they are managed. The
plant and equipment, capital expenditures, and purpose of this review is to highlight the strengths
production equipped the analyst with a volume and weaknesses of current narrative reporting,
of very relevant material. in the interests of widespread adoption of best
practice. The ASB, as part of its role in promoting
2. As reported at the NIRI e-Learning Forum on confidence in corporate reporting, will continue
September 26, 2006. to review progress in the UK and be a leading
contributor to any international developments on
3. Useful insight is provided in Best management commentary.
Practices for Corporate Blogs (London:
PricewaterhouseCoopers LLP, 2006) (available 8. For an expanded discussion of the issues, refer
at www.globalbestpractices.com). to National Round Table on the Environment
and the Economy, State of the Debate Report,
4. Online Reporting: Practical Proposals for Capital markets and sustainability: Investing in a
Reporting Corporate Performance Online was sustainable future (February 2007) (http://www.
published in December 2007 by the Report nrtee-trnee.ca/eng/publications/capital-markets/
Leadership Group (www.reportleadership.com). It index-capital-markets-eng.htm).
notes that “Several factors are coming together
to create a pull for more — and better — online 9. Information about the CICA Corporate
reporting. Companies and investors both see Reporting Awards is on the CICA website
websites as an increasingly useful channel for (http://www.cica.ca/1/3/1/index1.shtml).
communicating information. And changing
legislation is creating new opportunities. In 10. As discussed in Corporate reporting — a time for
the UK and US, for example, companies can reflection by PricewaterhouseCoopers LLP, 2007
now use the internet as their default medium (available at www.corporatereporting.com).
for reporting. US regulations now positively
encourage reporting in formats such as HTML, 11. Chapter 11 of this Research Study briefly reviews
which favours interactivity, rather than simply the literature on information overload as well as
providing PDFs of the printed report pages.” complexity in standards and regulations.
5. Canada has no national securities regulator but 12. In the United States, the SEC’s “Committee
a great deal of debate has taken place over the on Improvements to Financial Reporting” met
past year on this issue. For example, refer to for the first time in August 2007. Its overall
Blueprint For A Canadian Securities Commission objective is to make recommendations on
published by the Crawford Panel on A Single reducing complexity in financial reporting. The
Canadian Securities Regulator, June 7, 2006 SEC had joined with the FASB and the PCAOB
(www.crawfordpanel.ca). in “an all-out War on Complexity in accounting”.
The Committee’s charter identified four areas to
6. This definition of “narrative reporting” is adapted be a focus for attention: the current approach
from page 4 of Narrative Reporting: Give yourself to standard-setting; the current approach to
a head start by PricewaterhouseCoopers LLP, regulating compliance; factors that may drive
2007 (available at www.corporatereporting.com). unnecessary complexity; and lessons that can
be learned from using international standards.
Details are available online (http://www.sec.gov/
about/offices/oca/acifr.shtml).
Objectives of
Corporate Reporting
This chapter looks at the INTRODUCTION
purposes or “objectives” According to a 2005 survey by the Canadian Investor Relations
of corporate reporting. Institute: “The annual report remains a core document for
The primary purpose is Canadian public companies in their communication with
to communicate — in a current and potential investors.” 1 The survey further explains
readily understandable that, “of all the tools used by publicly traded companies to
way — timely, reliable and communicate with their investors, the annual report offers the
relevant information on a most comprehensive picture of where the company has been
company’s past, present and where it is going.” 2
and future activities
to help users make The annual report’s central role in corporate reporting
economic decisions. That has, if anything, been bolstered by the increase in both its
conclusion is based on an purposes and audiences. Purposes and audiences are closely
assessment of management interrelated, with each audience wanting different types of
accountability, factors information in varying levels of detail. When issuing corporate
pertaining to the reports (including annual and interim reports), management
communication of useful faces the difficult task of balancing the information needs
information and uses for of those different audiences. To communicate truly useful
the corporate report. information, management has to strike a balance between the
needs of its different investors as well as the needs of various
non-investor groups.
MANAGEMENT ACCOUNTABILITY
The responsibility of management to stakeholders is
commonly referred to as accountability. Certain management
accountabilities are depicted in Exhibit 2.1. When a company
considers whether it is accountable to a specific group
of users, it must first determine whether that group has
a legitimate claim to the information it wants. It may, for
example, be accountable to some user groups as a result of
either statutory or contractual relationships. When legitimacy
is defined by law, it is enforceable by law and there can be
no doubt about the question of accountability. Examples of
stakeholders whose claims to information are legitimized by
law include shareholders and regulators.
/cRWb1][[WbbSS
PURPOSE OF CORPORATE
REPORTS
Exhibit 2.5 Corporate reports are communications
documents shaped by management, taking
USES FOR CORPORATE REPORTS into consideration legal requirements and
Investor/Creditor Perspective generally accepted accounting principles for
financial reporting. Exhibit 2.6 depicts the
• Assess risk and return.
corporate reporting environment and the
• Provide general reference.
key, interrelated factors having an impact on
• Provide information for meetings with
the content of corporate reports — financial
management.
reporting standards, legal requirements,
• Verify information from other sources.
current practices and the overriding objective
• Make performance forecasts.
of satisfying users’ information needs.
• Reach current/potential customers.
• Analyze and track industry sector. The CICA Handbook states that financial
• Make presentations to management. reporting is essentially a company’s process
of communicating information to interested
parties. The financial statements should
1. Entitled 2005 Annual Report Survey: A study of 3. Laureen A. Maines and James M. Wahlen, “The
trends and practices in the annual report process, Nature of Accounting Information Reliability:
the report was made possible by the support Inferences from Archival and Experimental
of the Canadian Investor Relations Institute Research,” Accounting Horizons (December
(CIRI) and the sponsorship of CCN Matthews. 2006), pp. 399-425.
Developed with the assistance of Ottawa-based
Genesis Research, the study comprised 37 4. The Ontario Securities Commission defines
questions that explored five areas involved in materiality, for purposes of Management’s
publishing annual reports – cost, development, Discussion and Analysis (MD&A), as follows:
design, production and distribution. Digital “Would a reasonable investor’s decisions
copies of the report are available online (http:// whether or not to buy, sell or hold securities in
www.genoa.ca/annualreportsurvey). your company likely be influenced or changed
if the information in question was omitted
2. In a 2006 annual report survey conducted by or misstated? If so, the information is likely
WthumSmith+Brown (WS+B), a regional New material.”
Jersey CPA firm, three out of four participants
agreed that the annual report is the single 5. In Canada, the securities industry is regulated at
most important publication a public company the provincial level and the criterion for reporting
produces. The study included more than 100 is “financial materiality.” Disclosures are required
individual investors, portfolio managers and in MD&A and/or the Annual Information Form if
securities analysts. Nearly 79% of all survey a matter is financially material. For example, the
participants agreed that annual reports are an Securities Act (Ontario) requires the disclosure
important tool in making investment decisions of any “material change” (see Securities Act,
about companies. And 90% of all participants Part XVIII, Continuous Disclosure, Section 75,
agreed that annual reports should contain “Publication of Material Change” (http://www.
additional information about a company osc.gov.on.ca/Regulation/ActRegulation/ar_
and its industry, such as sustainability of the index.jsp). As well, the Toronto Stock Exchange
environment or corporate governance, not (TSX) has established disclosure guidelines in
just the company’s financial and shareholder line with the Securities Act (Ontario). The TSX
information. In addition, 81% of all participants definition of “material information” is broader
preferred a printed annual report to one in an than “material change” because it includes
electronic format. Respondents said that printed information concerning rumours and speculation
annual reports are easier to read, easier to file that may also have a financial impact on a
for future reference and easier to highlight, mark company (Toronto: Toronto Stock Exchange,
up and take notes on, in addition to being more Company Manual, Section 407, http://tsx.
mobile than an electronic version. The survey complinet.com/en/tsx_manual.html).
results are available online (http://www.withum.
com/pressReleaseFiles/Annual%20Report%20
Survey%20Results.pdf).
Stakeholders
and Their
Information Needs
As there are many diverse INTRODUCTION
users of corporate reports, In Chapter 2, the Study Group noted that many stakeholders
meeting the needs of all of have a legitimate interest in the operating, investing and
them would be impossible. financing activities of public companies. The nature and
Even trying to balance their identity of these stakeholders and their information needs
needs would result in long are explored in more detail in this chapter, which also offers a
and laborious reports. profile of Canadian shareowners and their attitudes.
In the Study Group’s view,
if corporate reports are OVERVIEW OF STAKEHOLDER CATEGORIES
to be manageable and Investors (current and potential shareholders) are the key
practical, it is important stakeholders. Their entitlement to receive financial reports
to maintain a focus is protected by legislation and other legal instruments.
on the key stakeholders. Creditors are a close second. As a minimum, corporate
reports must address the information needs of three primary
groups — investors, creditors and the analysts/advisers who
act on their behalf. Government departments and regulatory
agencies are not considered primary users because they can
readily impose their information requirements.
Primary Users
Exhibit 3.1 sets out the three primary groups of
users — shareholders (investors), creditors and analysts/
2. Standard Setters
BVS>cPZWQ Standard setters have a broad interest
in the reporting practices of both profit-
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Corporate reports serve as a basis for
developing, amending or augmenting
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financial reporting standards (both
accounting and auditing).
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3. Government
3[^Z]gSSa The three levels of government in
Canada — federal, provincial and
municipal — are interested in the allocation
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of resources and, therefore, in the activities
of the companies operating under their
Ac^^ZWS`a purview. They require information to
regulate activities, determine taxation
7\Rcab`g5`]c^a policies and assemble national income
statistics. Foreign governments have similar
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their jurisdictions.
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4. Regulatory Agencies
A number of regulatory agencies
/QORS[WQ@SaSO`QVS`a (government or quasi-government bodies,
such as the securities commissions and
stock exchanges) also have a legitimate
interest in financial reports of listed
1. The Public companies.
Political parties, public affairs groups,
consumer and environmental protection 5. Employees
groups and others all take a great Employees are interested in information
deal of interest in the affairs of public about their company per se, its general
companies. The nature and the extent of operations, stability and profitability.
their interest will, however, vary widely Current employees clearly have an
over periods of time. interest in the financial affairs of their
employer since it is the source of their
How effectively public companies operate income. Potential employees may also be
is largely determined by the facilities that interested in learning about a company’s
society makes available — for example, financial affairs, and past employees may
systems of education, public health have a legitimate interest in information if
Framework for
Corporate Reporting
This chapter reviews INTRODUCTION
the current literature In Chapter 2, the Study Group concluded that the objective
on corporate reporting, of corporate reporting is to satisfy the information needs of
presents the results of a external users. When issuing corporate reports, one of the
survey of current practice most difficult problems management faces is balancing the
and proposes a framework needs of the different stakeholders. The Study Group explored
for the overall process. In those needs and concluded, in Chapter 3, that management
addition, it suggests an should respond to the perceived information needs of three
approach for assessing the primary groups — investors, creditors and the analysts/advisers
relevance of information who act on their behalf.
disclosures to investors
and other stakeholders for To identify what kind of information is relevant, the Study
decision making. Group drew on its own practical experience, supported by a
review of corporate legislation and regulatory requirements,
as well as authoritative pronouncements. It also surveyed the
information content of a sample of 2004 and 2005 annual
reports of Canadian companies.1 Overall, the Study Group
identified more than 50 different types of information.
LITERATURE REVIEW
During the last two decades, many surveys have been carried
out in Canada, Australia, New Zealand, the United Kingdom
and elsewhere. 2 Some, especially those done for corporate
reporting awards, focused on the nature, type and extent of
information included in annual reports. Others attempted to
determine what users wanted to see in corporate reports.
Exhibit 4.1
PROFILE OF A TYPICAL 2004/2005 ANNUAL REPORT
Survey % of
Companies 125
A CORPORATE OVERVIEW
1 Corporate profile 125 100%
2 Corporate mission 115 92%
3 Products/services/markets 110 88%
4 Company ownership and control 28 22%
5 Organizational structure 110 88%
6 Management team 120 96%
7 Management committees 40 32%
8 Comparative financial highlights 121 97%
9 President/CEO letter 125 100%
10 Commentary on industry and economy 98 78%
11 Outlook 125 100%
B CORPORATE SOCIAL RESPONSIBILITIES
1 Human resources 111 89%
2 Social responsibilities 89 71%
3 Environmental responsibilities 89 71%
C REVIEW OF OPERATIONS
1 Overall review and interpretation 122 98%
2 Segment review of operations 118 94%
3 Production information 85 68%
4 Competitive conditions 83 66%
5 Response to change 15 12%
6 Forward-looking information 124 99%
7 Risks and uncertainties 124 99%
8 Financial and operating objectives 91 73%
9 Performance compared to objectives 46 37%
10 Research and development 54 43%
11 Significant agreements and contracts 119 95%
12 Industry specific data 107 86%
1]`^]`ObSA]QWOZ
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1. A sample of 12 annual reports of Canadian 7. Each year since 1991, three independent entities
companies were used for the preliminary survey. (the National Investor Relations Institute, DePaul
As all were winners in the 2005 CICA Corporate University and the American Institute of Graphic
Reporting Awards program, their information Arts) evaluate the annual reports of more than
disclosures were considered by the Study Group 700 public companies based on their visual
to be among the best. presentation, the clarity and communicability of
their message and the depth and candor of their
2. For example, the World Federation of financial reporting. The awards evaluation criteria
Exchanges posts on its website share are available on the NIRI website (http://www.
ownership surveys undertaken by member niri-chicago.org/?page=awards_triad_criteria).
exchanges, including Canada’s TSX Group
(http://www.world-exchanges.org/WFE/home. 8. See, for example, Simon S.M. Ho and Kar
asp?menu=266&nav=ie). Shun Wong, “Investment Analysts’ Usage and
Perceived Usefulness of Corporate Annual
3. In Canada, the CICA has sponsored the Reports,” Corporate Ownership & Control,
Corporate Reporting Awards program since 1951 Volume 1, Issue 3 (Spring 2004). This paper
(see http://www.cica.ca/1/3/1/index1.shtml). reports on a study of the perceptions and
An independent panel of judges is selected beliefs of external users (investment analysts)
from the CICA, the Toronto CFA Society, the of corporate annual reports in one of the
Canadian Investor Relations Institute (CIRI) major international financial centres — Hong
and the International Institute for Sustainable Kong. It was found that analyst users (1) view
Development (IISD). Awards are presented in annual reports as having high information value
four judging categories: financial reporting, particularly in terms of relevancy, (2) have a
corporate governance disclosure, electronic relatively high usage of annual reports and
disclosure and sustainable development read the income statement and balance sheet
reporting. For 10 years, IR Magazine Canada most often, (3) consider the most important
Awards have also been given for excellence in 15 voluntary disclosure items to be discussions
categories, including the best annual report (see of factors affecting future financial results,
http://www.thecrossbordergroup.com/pages/56/ future prospects of the company, main product
IR+magazine.stm). market share, acquisition and disposal activities,
and China business review, and (4) feel annual
4. The Australian Institute of Management reports are somewhat useful, but the amount of
introduced its annual report awards in 1950. information disclosed remains inadequate. Only
Annual reports are judged for three main a small percentage of users felt that the current
sectors — competitive business enterprises, public disclosure requirements are either effective or
administration and other government bodies, very effective in serving investors’ needs and
and professional and health organizations. that much improvement is still needed. The
One of the objectives of the program is to implications of these findings for management,
encourage companies to do more than just meet investors, regulatory bodies and researchers are
the minimum statutory and stock exchange discussed.
requirements; the awards are looking for
reporting of valid and objective performance 9. This was also the underlying message in the
measures and the presentation of adequate landmark research report The Future Shape of
financial and other information in a form that can Financial Reports (London and Edinburgh: The
be readily understood. Institute of Chartered Accountants in England
and Wales and The Institute of Chartered
5. Each year, the New Zealand Society of Accountants of Scotland, 1991). The report
Accountants gives awards for the best private noted that it is axiomatic that the information
sector and public sector financial statements. conveyed must be relevant to the target
market at which it is aimed. Since it would be
6. The first awards, which began more than 30 impracticable to prepare a separate publication
years ago, were The Accountant/Stock Exchange for each of the audiences containing only what
awards for the best annual reports from UK those particular readers wanted or needed
public companies. In the last decade, the to know, all the relevant information must be
Accountancy Age/Industrial Society simplified bound into one single document — the annual
reporting awards were launched. report — and presented in passages or pages
easily understood by the target readership.
Corporate
Overview — Part A
The first major category INTRODUCTION
of information in the Exhibit 5.1 lists the types of information allocated to this
Framework for Corporate category. It shows that the corporate overview may comprise
Reporting is the Corporate a corporate profile and a corporate mission, along with
Overview. It conveys information on products, services and markets, company
what the company is all ownership and control, organizational structure, management
about and the economic team and management committees. It may also include
environment within which comparative financial highlights, a president/CEO letter,
it operates. commentary on industry and economy and information about
the company’s outlook.
Exhibit 5.1
CORPORATE OVERVIEW INFORMATION
A1 — Corporate Profile
A2 — Corporate Mission
A3 — Products, Services and Markets
A4 — Company Ownership and Control
A5 — Organizational Structure
A6 — Management Team
A7 — Management Committees
A8 — Comparative Financial Highlights
A9 — President/CEO Letter
A10 — Commentary on Industry and Economy
A11 — Outlook
According to the website survey results A1-Precision Drilling Corporation, 2005 Annual
presented in Chapter 12 and Appendix D, 76% Report (analysis)
of the companies provided such information
on their investor relations webpage or
elsewhere.
A number of studies have shown that most A9-Suncor Energy Inc., 2005 Annual Report
users read the president/CEO letter because it (explanation)
comes from those who play a leadership role
in the organization. 3 Studies have found that A9-Cameco Corporation, 2005 Annual Report
there is considerable potential for inclusion (analysis)
of information that is beneficial to investors
and other stakeholders, including investment
analysts and financial advisors.
1. Refer to David Campbell, Philip Shrives and 4. The Canadian Securities Administrators, under
Heike Bohmbach-Saager, “Voluntary Disclosure NI 51-102F1 Management’s Discussion and
of Mission Statements in Corporate Annual Analysis, call for disclosure such as “industry
Reports: Signaling What and To Whom,” and economic factors affecting your company’s
Business and Society Review 106:1 (2001), pp. performance” (Part 2, Section 1.2(c)) and “effect
65-87. of inflation and specific price changes on your
company’s net sales and total revenues and on
2. “Information Disclosure Requirements income or loss before discontinued operations
Concerning the Annual Report of the Board and extraordinary items” (Section 1.4(h)).
of Directors,” International Accounting and
Reporting Issues: 1989 Review (New York: 5. The Canadian Securities Administrators, under
United Nations, 1990), Chapter IV, pp. 56-70. NI 51-102F1 Management’s Discussion and
This report sets out the conclusions of the UN Analysis, call for disclosures on forward-looking
Intergovernmental Working Group of Experts information (Part 1, Section (g)). Companies
on International Standards of Accounting and are encouraged to provide forward-looking
Reporting. information if they have a reasonable basis for
making the statements. Preparing an MD&A
3. For example, see Mark Clatworthy and Michael necessarily involves some degree of prediction
John Jones, “Financial reporting of good news or projection. For example, MD&A requires a
and bad news: evidence from accounting discussion of known trends or uncertainties that
narratives,” Accounting and Business Research, are reasonably likely to affect the company’s
Vol. 33 No. 3 (2003), pp. 171-185. This paper business. MD&A does not, however, require
notes that accounting narratives, such as that the company provide a detailed forecast
the chairman’s statement in the UK or the of future revenues, income or loss or other
president’s letter in the US, typically occupy information. All forward-looking information
prime positions within the annual report. They must contain a statement that the information
allow management to present a serial, annual is forward-looking, a description of the factors
description of corporate financial performance that may cause actual results to differ materially
and play a crucial role in the corporate annual from the forward-looking information, the
report. Research suggests that such narratives material assumptions and appropriate risk
are widely used and considered important in the disclosure and cautionary language. Companies
investment decisions of private and institutional must discuss any forward-looking information
investors. Accounting narratives are unaudited, disclosed in MD&A for a prior period which, in
however, and thus may be subject to impression light of intervening events and absent further
management. This paper focuses on the explanation, may be misleading. Forward-looking
chairman’s narratives of the top 50 and bottom statements may be considered misleading when
50 listed UK companies ranked by percentage they are unreasonably optimistic or aggressive,
change in profit before taxation. The research or lack objectivity, or are not adequately
examines whether companies with improving explained. Timely disclosure obligations might
and declining performance report good and bad also require the issuance of a news release and
news in different ways. filing of a material change report.
Corporate Social
Responsibilities — Part B
The second major category INTRODUCTION
of information in the As the growing literature on the subject shows, academics
Framework for Corporate are currently quite interested in accounting for sustainability
Reporting is Corporate and decision making. There is also increasing recognition
Social Responsibilities. It that accountants have an important role to play in this area,
explains how the company as demonstrated by the work leading accounting bodies are
is meeting its social doing to engage the profession in sustainability issues.
responsibilities to the
public. The research literature identifies a variety of indicators and
frameworks developed to promote and reflect sustainability
including, for example:
• the “Ecological Footprint” to help conceptualize
sustainability and provide a useful starting point for
organizations beginning to consider their environmental
impacts;
• the “Triple Bottom Line” that combines economic,
environmental and social considerations to promote
eco-efficiency, fair trade and environmental justice;
• the “Balanced Scorecard” and “Sustainability Balanced
Scorecard” that use strategy maps to integrate
sustainability into decision-making processes; and
• the “Sustainability Assessment Model” that uses the
concept of full-cost accounting, translating all internal
and external costs into financial values to measure the
sustainability of a company’s specific projects.
Review of
Operations — Part C
The third major category INTRODUCTION
of information in the Exhibit 7.1 lists the types of information allocated to
Framework for Corporate this category. It may comprise the overall review and
Reporting is the Review interpretation, segment review of operations, production
of Operations. It discusses information, competitive conditions and response to change.
what the company has It may also include forward-looking information, risks and
done and plans to do uncertainties, financial and operating objectives, performance
and whether it has the compared to objectives, research and development, significant
necessary financial and agreements and contracts and industry specific data.
other resources to achieve
its goals. Exhibit 7.1
REVIEW OF OPERATIONS
1. The Canadian Securities Administrators, under NI 7. In June 2006, the Ontario Securities Commission
51-102F1 Management’s Discussion and Analysis, (OSC) published for comment proposed OSC
call for such disclosures (Part 2, Section 1.2 and Policy 51-604, “Defence for Misrepresentations
1.4). in Forward-Looking Information.” The proposed
Policy relates to the defence available
2. The Canadian Securities Administrators, under NI under the Securities Act in an action for
51-102F1 Management’s Discussion and Analysis, damages for misrepresentations in forward-
call for such disclosures (Part 2, Section 1.2 (a) looking information contained in an issuer’s
and 1.4 (a)). disclosure. The purpose of the proposed
Policy is to outline the OSC views on some
3. The Canadian Securities Administrators, under NI of the policy considerations underlying the
51-102F1 Management’s Discussion and Analysis, defence for misrepresentations in forward-
call for such disclosures (Part 2, Section 1.4 (e)). looking information and explain how the
OSC approaches the interpretation of certain
4. The Canadian Securities Administrators, under aspects of the defence (http://www.osc.gov.
NI 51-102F2 Annual Information Form (Section on.ca/Regulation/Rulemaking/Current/Part5/
5.1(d)) and NI 51-102F1 Management’s Discussion pol_20060602_51-604_misrepresentations.jsp).
and Analysis (Part 2, Section 1.2 (c)), call for such
disclosures. 8. For example, under the Ontario Securities
Act, Section 23.1 (formerly known as Bill 198),
5. The Canadian Securities Administrators, under NI publicly traded companies can be held liable
51-102F1 Management’s Discussion and Analysis, for “any written communication, including a
call for such disclosures (Part 2, Section 1.2(e) communication prepared and transmitted only
and 1.4 (j)). in electronic form.” The Act further clarifies
its definition of “documents” as: “any other
6. The Canadian Securities Administrators, under NI communication the content of which would
51-102F1 Management’s Discussion and Analysis, reasonably be expected to affect the market
call for disclosures (Part 2, Section 1.2 (e) and price or value of a security of the responsible
1.4 (d, e, g), 1.11). Regarding forward-looking issuer.” This legislation affects not only
information (Part 1, Section (g)), companies companies located in Ontario but all companies
are encouraged to provide forward-looking that have a “real and substantial connection” to
information if they have a reasonable basis for Ontario.
making the statements. Preparing an MD&A
necessarily involves some degree of prediction 9. The Canadian Securities Administrators, under NI
or projection. For example, MD&A requires a 51-102F1 Management’s Discussion and Analysis,
discussion of known trends or uncertainties call for such disclosures (Part 2, Section 1.4 (g)
that are reasonably likely to affect a company’s and 1.14).
business. However, MD&A does not require
that the company provide a detailed forecast 10. The Canadian Securities Administrators, under NI
of future revenues, income or loss or other 51-102F1 Management’s Discussion and Analysis,
information. All forward-looking information call for such disclosures (Part 2, Section 1.4 (i)).
must contain a statement that the information
is forward-looking, a description of the factors 11. The Canadian Securities Administrators, under NI
that may cause actual results to differ materially 51-102F1 Management’s Discussion and Analysis,
from the forward-looking information, the call for such disclosures (Part 2, Section 1.7 (ii)).
material assumptions and appropriate risk
disclosure and cautionary language. Companies 12. The Canadian Securities Administrators, under NI
must discuss any forward-looking information 51-102F1 Management’s Discussion and Analysis,
disclosed in MD&A for a prior period which, in call for such disclosures (Part 2, Section 1.2 (e)
light of intervening events and absent further and 1.4 (g), 1.6, 1.7, 1.8, 1.9, 1.11, 1.14).
explanation, may be misleading. Forward looking
statements may be considered misleading when 13. The Canadian Securities Administrators, under NI
they are unreasonably optimistic or aggressive, 51-102F1 Management’s Discussion and Analysis,
or lack objectivity, or are not adequately call for such disclosures (Part 2, Section 1.4 (e)).
explained. Timely disclosure obligations might
also require the issuance of a news release and
filing of a material change report.
Financial Summary
and Analysis — Part D
The fourth major category INTRODUCTION
of information in the Exhibit 8.1 lists the types of information allocated to this
Framework for Corporate category. It shows that the financial summary and analysis
Reporting is the Financial may comprise: an analysis of operating results, segment
Summary and Analysis. analysis, analysis of financial position, capital investments
It explains where the and expenditures, analysis of cash flows, liquidity, quarterly
company is now. financial information and accounting policy changes not yet
implemented. It may also include a statement of management’s
responsibility, financial statements/auditor’s report, historical
summary, performance measures and share data.
Exhibit 8.1
5. The Canadian Securities Administrators, under NI 12. Refer to CICA Handbook-Accounting Section
51-102F1 Management’s Discussion and Analysis, 1000, Financial Statement Concepts, paragraph
call for such disclosures (Part 2, Section 1.2, 1.2 1000.06.
(d), 1.3 (2) and 1.12).
13. Refer to CICA Handbook-Accounting Section
6. The Canadian Securities Administrators, under NI 1000, Financial Statement Concepts, paragraph
51-102F1 Management’s Discussion and Analysis, 1000.15.
call for such disclosures (Part 2, Section 1.2 (b,
e), 1.6 and 1.7). 14. The Canadian Securities Administrators, under NI
51-102F1 Management’s Discussion and Analysis,
7. The Canadian Securities Administrators, under NI call for such disclosures (Part 2, Section 1.2 (e)
51-102F1 Management’s Discussion and Analysis, and 1.3 (1)).
call for such disclosures (Part 2, Section 1.5 and
1.10). 15. The Canadian Securities Administrators, under NI
51-102 Continuous Disclosure Obligations, Part 5,
8. The Canadian Securities Administrators, under NI Management’s Discussion and Analysis, require
51-102F1 Management’s Discussion and Analysis, the disclosure of outstanding share data. NI
call for such disclosures (Part 2, Section 1.13). 51-102F1 Management’s Discussion and Analysis,
also calls for such disclosures (Part 2, Section
1.15 (b) (ii)).
Supplementary
Information — Part E
The last of the five major INTRODUCTION
categories of information Exhibit 9.1 shows the types of information allocated to this
in the Framework for category, including a table of contents/navigation, a glossary
Corporate Reporting is of terms, a corporate directory and shareholder and investor
Supplementary Information. information. This chapter defines each type of information
It covers information and surveys current practice. It also reviews other sources
not addressed under of reference, as well as authoritative pronouncements
the other four major and regulatory requirements, if any. The Study Group’s
categories — corporate deliberations and proposals on the relative importance to
overview, corporate social investors and other stakeholders follows, along with illustrative
responsibilities, review of examples of the different levels of disclosure discussed in
operations and financial Chapter 4 — comment, explanation and analysis.
summary and analysis.
Exhibit 9.1
SUPPLEMENTARY INFORMATION
E1 — Table of Contents/Navigation
E2 — Glossary of Terms
E3 — Corporate Directory
E4 — Shareholder and Investor Information
E3-Inmet Mining Corporation, 2005 Annual According to the website survey results
Report (explanation) presented in Chapter 12 and Appendix D, 99%
of the companies provided such information
E3-Precision Drilling Corporation, 2005 on their investor relations webpage or
Annual Report (analysis) elsewhere.
1. The Canadian Securities Administrators, under 2. The Canadian Securities Administrators, under
NI 51-102 Continuous Disclosure Obligations, NI 51-102 Continuous Disclosure Obligations,
Part 9, Proxy Solicitation and Information Part 9, Proxy Solicitation and Information
Circulars, call for specific disclosures on the Circulars, call for specific disclosures in Form
election of directors (for example, refer to Item 51-102F5, Information Circular. Such disclosures
7 of Form 51-102F5, Information Circular). Such include, for example:
disclosures include: • executive compensation (Item 8);
• name, province or state, and country of • securities authorized for issuance under
residence, of each director and proposed equity compensation plans (Item 9);
director; • indebtedness of directors and executive
• the period or periods during which each officers (Item 10);
director served as a director and when the • interest of informed persons in material
term of office for each director and proposed transactions (Item 11);
director will expire; • appointment of auditor (Item 12);
• the members of each committee board; • management contracts (Item 13).
• the current principal occupation, business or
employment of each director and proposed
director, including the name and principal
business of any company where such
employment is carried on;
• the number of securities of each class of
voting securities of the company or any of its
subsidiaries beneficially owned, directly or
indirectly, or controlled or directed by each
proposed director;
• if securities carrying 10% or more of the
voting rights attached to all voting securities
of the company or of any of its subsidiaries
are beneficially owned, directly or indirectly,
or controlled or directed by any proposed
director and the proposed director’s
associates or affiliates,
°° the number of securities of each class
of voting securities beneficially owned,
directly or indirectly, or controlled or
directed by the associates or affiliates; and
°° the name of each associate or affiliate
whose security holdings are 10% or more.
Enhancing
Corporate Reporting
“By concentrating on INTRODUCTION
improving the amount In Chapter 2, the Study Group concluded that the primary
of content in the annual objective of corporate reporting is to communicate, in a
report, some companies readily understandable way timely, reliable and relevant
are failing to focus on information on a company’s past, present and future
what they actually need activities as a basis for making economic decisions. Effective
to communicate, what communication between a company and its investors and
investors want to know and other stakeholders can reduce unrealistic expectations and
how this information should poor resource-allocation decisions.
be presented. Investors
are human beings who Chapters 5 to 9 of this Research Study addressed the
will remember and absorb information content of corporate communications, with
much more information if particular emphasis on annual reports and company
the performance story is websites. This chapter looks at ways to enhance corporate
told clearly and not buried communications using corporate reports (Chapter 12 looks at
in dense and sometimes ways to enhance corporate communications using websites).
jargon-ridden text.” 1 It discusses the concept of effective communication, the need
to disclose essential information and areas for improvement.
EFFECTIVE COMMUNICATION
In a publication released in 2007, PricewaterhouseCoopers
said that:
• effective use of colour, white space, the whole document before they can work out the main issues. Plain speaking.
Many reports also give out mixed messages. There are key Plain English.
captions, headlines, type styles and size; investment points that a company needs to get across – but
other, less crucial themes or transient issues are bolted on
Balanced discussion of performance.
08
• Winning companies make great use of absorption of information than continuous
colour, type face, white space, style and columns of text and numbers.
size.
The survey undertaken for this Research
• Excellent use of graphics, particularly in Study found that almost all 2004-2005 annual
the MD&A, is also featured by winning reports (99%) included pictures, tables and
companies. graphics, such as bar charts, line graphs, pie
charts and area fill charts.10 A 2005 research
A good annual report begins by making an report by the Canadian Investor Relations
impression with the cover. In this regard, Institute (CIRI) found very little difference in
AR Trends 2007 explores how companies annual reports of Canadian and US public
use traditional annual reports to inform and companies.11 As Exhibit 10.3 shows, more than
engage investors as effectively as possible.9 80% of companies include such elements in
Exhibit 10.2 (from page 6) notes that “most their annual reports.
Canadian and US companies continue to use
cover themes to capture the reader’s attention Exhibit 10.3
by delivering key messages.”
Exhibit 10.2
Exhibit 10.6
Exhibit 10.5
Communicating Effectively
The CRA evaluation criteria include “full
disclosure of reliable, relevant information
needed to understand the entity.” To
communicate effectively, they state,
Exhibit 10.8 is another excerpt from the 2006 corporate reports should be prepared with
publication Report Leadership.15 It emphasizes an awareness of multiple audiences. Thestructuring helps
Clear and logical
that: “There are more and more regulatory readers to retain
reports need to be understandable and more of the story –
and to be convinced by it.
boxes to tick. In the effort to cover them all, meaningful for stakeholders with various
key messages can be lost. The result: a mass levels of financial literacy, diverse interests
of information, but no clear narrative thread.” and disparate needs.16
Investors want a clear linkage from markets 06
EFFECTIVE COMMUNICATION
NAVIGATION
communication, some guidance may be 4. Information about the CICA Corporate Reporting
helpful for preparers of corporate reports Awards is on the CICA website
(http://www.cica.ca/1/3/1/index1.shtml).
(Chapter 11 addresses summary corporate
reporting). The Study Group maintains, 5. The US Securities and Exchange Commission
however, that decisions regarding form, published A Plain English Handbook: How to
Create Clear SEC Disclosure Documents in
presentation and information content should 1998. The Handbook shows how to use well-
be based on management’s judgment. established techniques for writing in plain
English to create clearer and more informative
Management should be encouraged to disclosure documents.
make the most meaningful presentation of
an individual company’s circumstances and 6. The awards evaluation criteria are available
on the NIRI website (http://www.niri-chicago.
should be given the flexibility to do so. org/?page=awards_triad_criteria).
Summary Corporate
Reporting
“The key to long-term INTRODUCTION
success is the quality Corporate reporting is about accountability and
of leadership and its communications. Companies use their annual reports to fulfill
influence on all of a their legal and regulatory requirements and to communicate
company’s relationships. with stakeholders. Annual reports summarize all the crucial
Communication — alongside issues that affect a company’s success, explain how they
strength of character and have influenced the past year’s results, forecast how they
strategy — is in turn at the might pan out in the future and describe what is being done
heart of good leadership to ensure future success in that environment. Annual reports
and relationships. cannot, and should not, focus on every single issue that is
Reporting is, in its turn, relevant to every single stakeholder. They should focus on the
one aspect of strong issues that are material to the business as a whole, bring them
communication and a together in a single, coherent story and reveal the “value
particularly important proposition” of the total business. 2
part in creating a sense of
confidence in a company.” 1 In addition to discussing ways to enhance corporate
communications using annual reports (see Chapter 10) and
websites (see Chapter 12), the Study Group considered the
merits of summary corporate reporting. It reviewed the
literature in this area, which covers information overload,
complexity in standards and regulations and summary annual
reporting. The Group also surveyed both current practice
and trends, particularly essential information disclosures
in summary annual reports. It then debated how summary
annual reports might be prepared and whether they might
help resolve future challenges for corporate reporting.
Canada has opted to migrate to International Because of the lack of a single national
Financial Reporting Standards (IFRS) by securities regulator in Canada, and overlaps in
2010. This principles-based standards federal and provincial jurisdiction and among
approach — which Canada’s standards regulatory bodies, various players are now
have always adopted — may help address involved in financial markets regulation.15
complexity in accounting and financial Ongoing efforts to improve integration
reporting standards. IASB Chairman Sir David include the new passport system, improved
Tweedie recently delivered the 2007 Ken harmonization of securities regulation and
Spencer Memorial Lecture at the University consideration of mergers of some of the
of Melbourne, Australia. In “Keep it simple, organizations involved. Other changes have
stupid! Can global standards be principle- led to a greater emphasis, in Canada, on
based?,” 12 he said that a good principles- the regulation of continuous disclosure and
based standard must pass four tests: corporate governance than was previously
• Is the standard written in plain English? the case. Changes in specific reporting
• Can the standard be explained simply in a regulations and guidelines since 2002 have
matter of a minute or so? generally increased the amount of disclosure.
• Does it make intuitive sense?
• Does management believe it helps them Complexity of Regulation
understand and describe the underlying in the United States
economic activity? Perhaps the most hotly contested debate
in the history of US securities regulation
Complexity of Regulation has been over the need for mandatory
in Canada disclosure. Scholars in the field of
The regulation of financial reporting and securities regulation have argued both
financial markets has undergone significant sides of the debate for years.16 A 2003
change in both the United States and Canada research paper describes the US federal
since 2000. In Canada, the regulatory mandatory disclosure system, focusing on
regime is particularly complex and politically how disclosure obligations have expanded
controversial, with much speculation about over the years.17 It discusses the concept
possible future directions. A review of existing of information overload, considers the
regulations and related studies led to a 2007 implications of information overload for
research paper that provides an explanation securities regulation and discusses what
of the major jurisdictional issues that affect steps should be taken in response to the
financial reporting and regulation in Canada, risk of information overload. It also offers a
including the roles of the key players.13 The few thoughts on what information overload
SURVEYING CURRENT PRACTICE The survey undertaken for this Research Study
The CICA Corporate Reporting Awards 2007 found that the vast majority of companies
(CRA) assessed the general readability of the participating in the CRA program continue
corporate annual report and its effectiveness to prepare the annual report as a single
as a communications tool. The judges document. There is a migration, however, to
comment booklet (page 46) states that: more documents — for example, a “business
“Two book reports continue to be favoured. review” document and a “financial review”
One book contains the MD&A and Financial document. Exhibit 11.2 shows a growing trend
Statements. The other book has everything to publishing a summary annual report/
else. This seems to cater well to the differing business review in 2004 (8 companies), 2005
needs of annual report users.” (14 companies) and 2006 (20 companies).
Consumer Discretionary
Diversified Industries
Forest Products
Exhibit 11.4 highlights the results of this analysis. Of 43 information disclosure items proposed
in the Framework for Corporate Reporting to Stakeholders (refer to Chapter 4), Potash covered
39 while Talisman and North West each covered 23. Potash provided more than the minimum
information required for nine of the 39 items, less than the minimum for one item and disclosed
supplemental information on sustainability and governance. Talisman and North West also
disclosed supplemental governance information.
A. Corporate Overview
• Potash covered the three items, providing more than the minimum for two items. It added
supplemental information about Sustainability and Governance.
• Talisman covered one item and added supplemental information about Governance.
• North West covered two items and added supplemental information about Governance.
C. Review of Operations
• Potash covered 10 of 12 items, providing more than the minimum for two items.
• Talisman covered four items, providing more than the minimum for one item and less than the
minimum for one item.
• North West covered three items, providing the minimum for all.
• None of the three companies provided information about Significant Agreements and
Contracts or Research and Development.
• Potash covered 11 of 13 items, providing more than the minimum for one item.
• Talisman covered four items, providing less than the minimum for one item.
• North West covered six items, providing more than the minimum for one item.
• None of the three companies provided information for Segment Analysis, Quarterly Financial
Information or Accounting Policy Changes Not Yet Implemented.
E. Supplementary Information
• Potash and Talisman covered all four items in this category, while North West covered two.
• All three companies provided less than the minimum for the Corporate Directory and more
than the minimum for the Shareholder and Investor Information.
across different communication vehicles? to deliver the strategy… and what to expect in the future. Explanation of performance against strategic objectives.
Many companies make reference to their objectives and A clear link between strategy, performance and executive
strategies. Yet few strategic statements provide the detail remuneration.
that enables investors to understand the priorities for action
• Do you explain how you measure success or the resources that must be managed to deliver results.
Few give explicit guidance on how success is measured, or
over what period of time it should be assessed.
in your strategic objectives by means of
18
1. The quote is from the preface to the report The 7. Kate Ward, “Mountain or Molehill,” CAmagazine
Future of Corporate Reporting: State of Play (November 2007). This article examines the
(February 2007), Tomorrow’s Company. impact of new standards dealing with financial
The report is available online instruments. It notes that the standards may
(www.tomorrowscompany.com). have no effect on some private enterprises.
For others, the effect will be significant.
2. This perspective on corporate reporting is The standards expand the use of fair-value
discussed in The Future of Corporate Reporting, measurement for certain assets and liabilities.
ibid, pp 13-14. In many cases, use of fair-value measurement
is at the discretion of management. However,
3. Ross M. Skinner and J. Alex Milburn, Accounting certain activities will dramatically increase the
Standards in Evolution (Toronto, CICA, 2001), pp. level of accounting complexity (see http://www.
507-512. camagazine.com/4/1/0/4/5/index1.shtml).
25. Stanford Research Institute International, 30. In a 2006 annual report survey conducted
Investor Information Needs and the Annual by WithumSmith+Brown, three out of four
Report (Washington: Financial Executives participants agreed that the annual report is
Research Foundation, 1987). This landmark study the single most important publication a public
concluded that efforts to clarify, summarize and company produces. The study included more
present information in a more understandable than 100 individual investors, portfolio managers
form will add value and be well received by and securities analysts. Nearly 79% of all survey
report readers. Merely reducing the amount of participants agreed that annual reports are an
information, however, will be viewed negatively. important tool in making investment decisions
about companies. And 90% of all participants
26. C. Lee and D. Morse, “Summary Annual Reports,” agreed that annual reports should contain
Accounting Horizons (March 1990), pp. 39-50. A additional information facing the company
study of 32 initial SARs (issued before August and its industry, such as sustainability of the
1988) found that companies use a wide range environment or corporate governance, and not
of different levels of aggregation and a variety just the company’s financial and shareholder
of innovative reporting formats and style. Most issues. The survey results are available online
SARs eliminated notes to financial statements, (http://www.withum.com/pressReleaseFiles/
although many compensated by expanding or Annual%20Report%20Survey%20Results.pdf).
completely redesigning their financial review
section. There was a tendency toward more 31. Information about the CICA Corporate
verbal presentation, with graphs and charts for Reporting Awards is on the CICA website
numerical data. (http://www.cica.ca/1/3/1/index1.shtml).
27. As reported at the NIRI e-Learning Forum on 32. A discussion of these seven pillars is provided
September 26, 2006. in the Guide to forward-looking information
(London: PricewaterhouseCoopers LLP, 2007),
28. This position is mirrored in the June 7, 1989 pp. 10-13. Practical examples are set out
Statement of the Financial Analysts Federation on pages 14-25 (available at
on Summary Reporting. The Securities and www.corporatereporting.com).
Exchange Commission’s response of July 20,
1989 acknowledged the concern regarding the 33. Corporate reporting – a time for reflection
multiplicity of documents but noted that annual (London: PricewaterhouseCoopers LLP, 2007),
reports to shareholders are not necessary as p. 21 (available at www.corporatereporting.com).
long as the required information is provided to
shareholders at the appropriate time (e.g., in
the proxy statement, Form 10K or electronic
filing with the EDGAR system). A copy of this
correspondence is reproduced in Appendix B
to the Financial Analysts Federation Corporate
Information Committee Report 1988-1989.
Corporate Reporting
on the Internet
“There’s nothing magical INTRODUCTION
about excellent electronic Corporate reporting has changed dramatically since the
disclosure. It involves CICA Corporate Reporting Awards (CRA) program was
making the best use of launched 56 years ago. At one time, the annual report was
technology to make the the only form of reporting. Companies, investors and other
most relevant information stakeholders are now shifting their focus to the Internet. It is
readily available to users.” 1 becoming the primary medium for communicating corporate
financial and business information online – corporate news,
quarterly earnings releases, annual reports, audio and/or video
conferencing, e-mail alerts and corporate blogs. 2
What impact will information technology have In 1999, the International Accounting
on the annual reporting process? Perhaps Standards Committee (IASC) issued the
financial reporting in the 1990s will be discussion paper Business Reporting on
accomplished electronically. The SEC’s long- the Internet as the first step in a possible
awaited and, at times, controversial EDGAR project to develop standards in that area. 5 It
(electronic data gathering, analysis and examined:
retrieval) project appears to be moving along • the current technologies available for
with sufficient speed to be fully operational electronic business reporting;
A Corporate Overview
C Review of Operations
2 Segment analysis 0 0%
E Supplemental Information
HTML 36 32%
Search tool 10 9%
Animated 1 1%
Table of contents with links 43 38%
Exhibit 12.4 shows that 32% of companies graphics, pop-up glossary, pop-up
posted their annual reports in HTML format: definitions or computation of a ratio and
• 25 of the 36 companies had a table animation);
of contents with hyperlinks to specific • 2 companies added links to information
information; outside of the company webpages (for
• 14 companies provided links for navigating example, to SEDAR).
within the HTML report to make it more
interesting to use and facilitate quick In summary, the survey showed that most of
access to any information sought; the HTML reports are simply a replication of
• 13 companies provided several links within the paper annual report. The HTML pages are
the HTML annual report to PDFs of the long and users have to scroll up and down
MD&A and Financial Statements (in full several times to find the information they are
or in parts). looking for. Overall, the use of technology
• 10 companies provided a search feature to to communicate with investors and other
find information quickly; stakeholders is still at an embryonic stage.
• 9 companies integrated novel features in Further research and guidance is needed to
their online report (for example, pop-up address the challenges.
Exhibit 12.8
1. The quote is from the CICA Corporate Reporting 10. For purposes of this study, the following selected
Awards 2007 judges comments booklet reference materials were reviewed:
(page 49), available on the CICA website • Peter Oyelere, Fawzi Laswad and Richard
(http://www.cica.ca/1/3/1/index1.shtml). Fisher, “Determinants of Internet Financial
Reporting by New Zealand Companies,”
2. Useful insight is provided in Best Journal of International Financial Management
Practices for Corporate Blogs (London: and Accounting, 14:1 (2003).
PricewaterhouseCoopers LLP, 2006) (available • Alfred Wagenhofer, “Economic Consequences
at www.globalbestpractices.com). of Internet Financial Reporting,”
Schmalenbach Business Review (October
3. CICA Corporate Reporting Awards 2007 judges 2003).
comments booklet (page 46), available on the • Samir Trabelsi, Réal Labelle and Claude
CICA website (http://www.cica.ca/1/3/1/index1. Laurin, “The Management of Financial
shtml). Disclosure on Corporate Websites: A
Conceptual Model,” Canadian Accounting
4. Canadian Shareowners Study (Toronto: TSX Perspectives, 3, 2 (2004), pp. 235-259.
Group, July 2004), pp. 81-82. The July 2002 • Howard Davey and Kanya Homkajohn,
version of the Canadian Shareowners survey is “Corporate Internet Reporting: An Asian
available on the Internet (http://www.world- Example,” Problems and Perspectives in
exchanges.org/publications/TSX%20Group%20 Management (February 2004).
2002.pdf). • Michael J. Jones and Jason Z. Xiao, “Financial
Reporting on the Internet by 2010: a
5. Andrew Lymer, Roger Debreceny, Glen Gray consensus view,” Accounting Forum 28
and Asheq Rahman, Business Reporting on (2004), pp. 237-263.
the Internet (London: International Accounting • Barry Smith and Denise Peppard, “Internet
Standards Committee, 1999). Paul Pacter, Financial Reporting: Benchmarking Irish PLCs
Technical Director in the Deloitte Touche against best practice,” Accountancy Ireland
Tohmatsu’s Hong Kong office, was the project (December 2005), pp. 22-24.
manager. • Shrikant Sortur, “Financial Reporting on
Internet,” The Chartered Accountant (January
6. G.D. Trites, The Impact of Technology on 2006), available online (http://www.icai.
Financial and Business Reporting (Toronto: org/icairoot/publications/complimentary/
Canadian Institute of Chartered Accountants, cajournal_jan06/996-1006.pdf).
1999), available online (http://www.cica. • Kshama V. Kaushik and Kaushik Dutta,
ca/1/0/0/2/index1.shtml). “Corporate Reporting — Without Shades of
Grey,” The Chartered Accountant (January
2006), pp. 975-982.
7. Electronic Distribution of Business Reporting
• William M. Sinnett, “A Revolution in Corporate
Information, Business Reporting Research
Reporting?,” Financial Executive (January/
Project (Norwalk, CT: Financial Accounting
February 2006), pp. 40-42.
Standard Board, January 2000), available online
• Sylvie Héroux, “Website Content Management
(http://72.3.243.42/brrp/brrp_main.shtml).
and Analysis: A Stakeholder and Contingency
Perspective,” working paper (July 2006).
8. Financial Reporting on the Internet (New
• Trevor Pyman “Brave New World,” Charter
York: IFAC, August 2002), available online
(August 2007), pp. 28-30.
(http://www.ifac.org/Members/DownLoads/
FinancialReportingInternet.doc).
11. Information about the CICA Corporate Reporting
Awards judging criteria is on the CICA website
9. Electronic Communications Disclosure Guidelines
(http://www.cica.ca/1/3/1/index1.shtml).
(Toronto: TSX, 2003), available online (http://
www.tsx.com/en/pdf/ElectronicCommunications.
12. The CICA corporate website analysis was
pdf).
completed near the end of 2007. At that time,
10 of the survey companies had been sold and,
despite repeated attempts to access them, two
company websites would not function. That left
113 companies in 12 industry categories to be
analyzed.
14. Information about the CICA Corporate Reporting 21. These matters are discussed in the Financial
Awards judging criteria is on the CICA website Times article “Clean reports add value,”
(http://www.cica.ca/1/3/1/index1.shtml). available online (http://www.wbcsd.org/plugins/
DocSearch/details.asp?type=DocDet&ObjectId=
15. Online Reporting: Practical Proposals for MjYyMTk).
Reporting Corporate Performance Online was
published in December 2007 by the Report 22. Information about the CICA Corporate Reporting
Leadership Group (www.reportleadership.com). Awards judging criteria is on the CICA website
It notes that “Several factors are coming (http://www.cica.ca/1/3/1/index1.shtml).
together to create a pull for more — and
better — online reporting. Companies and 23. Interactive Data - Building XBRL into Accounting
investors both see websites as an increasingly Information Systems (Toronto: CICA, 2007). This
useful channel for communicating information. Research Study explores the implementation and
And changing legislation is creating new business process implications of tagging XBRL at
opportunities. In the UK and US, for example, different levels in an organization’s information
companies can now use the internet as their infrastructure. It explains in non-technical terms
default medium for reporting. US regulations what XBRL is, the growing usage of XBRL,
now positively encourage reporting in formats how it is being applied, for what purposes and
such as HTML, which favours interactivity, rather the business case for adopting XBRL. Further
than simply providing PDFs of the printed report information is available online (http://www.cica.
pages.” ca/index.cfm/ci_id/27401/la_id/1.htm).
16. As reported at the NIRI e-Learning Forum on 24. The role of XBRL Canada, a not-for-profit
September 26, 2006. consortium of leading Canadian companies
and organizations, is to create and maintain
17. According to a July 2007 media release by XBRL taxonomies based on Canadian reporting
the Australasian Investor Relations Association standards, to increase the awareness, knowledge
(AIRA), 71% of respondents said they do not and understanding of XBRL and its uses in
choose to receive hard copy annual reports Canada and to stimulate and promote the
currently, and 79% of respondents said it was adoption of XBRL in Canada (see http://www.
not important for them to receive a hard copy xbrl.ca and http://www.zorba.ca/xbrlblog.html).
annual report as long as the information is
available on the company’s website. The catalyst 25. On January 19, 2007, the Canadian Securities
for AIRA’s research is new legislation that will Administrators (CSA) launched an XBRL
likely see electronic communication become, voluntary filing program. Since May 2007,
over time, the primary vehicle through which reporting issuers participating in the voluntary
listed companies engage with their shareholders. program have been able to file financial
The new law requires shareholders to proactively statements in XBRL format on SEDAR (refer to
“opt-in” to receive a hard copy annual report http://www.xbrl.ca/e/CSAVP.html and http://
and other shareholder documents when the www.sedar.com/issuers/issuers_en.htm).
information is provided on a listed company’s
website. The AIRA was established in 2001 to 26. For information, refer to the XBRL International
advance the awareness of and best practice in website (http://www.xbrl.org) and the 16th XBRL
investor relations in Australia and New Zealand International Conference website
and thereby improve the relationship between (http://conference.xbrl.org).
listed entities and the investment community.
27. Additional information is available on the SEC
18. As mobile devices increase in usage, it is likely website at “Spotlight On: Interactive Data and
that more focus will be devoted to providing XBRL Initiatives” (http://www.sec.gov/spotlight/
information in a format suitable for PDAs. xbrl.shtml).
19. This description of “investors relations” is 28. Insight on website best practices is also
from Wikipedia (http://en.wikipedia.org/wiki/ provided by the UK Investor Relations Society
Investor_relations). (http://www.ir-soc.org.uk/index.asp?pageid=10).
List of Survey
Companies
This appendix presents The survey undertaken for this Research Study covered the
an alphabetical list of the 2004 and 2005 annual reports of all companies participating
survey companies, along in the CICA Corporate Reporting Awards program.1 Participants
with the website address are from the top 50 companies per industry sector with
(URL) for each company, a market cap of over $200 million, listed on the TSX and
classified by industry incorporated in Canada. Small cap and venture companies in
sector. A summary of the the top 50 TSX companies with under $200 million in market
survey results — by category capitalization, as well as the top 50 TSX Venture companies
of information and by are also eligible to participate. In all, a total of 125 companies
industry classification — is participated in the 2005 or 2006 competitions.
provided in Appendix B.
1. Aline Girard, PhD, CA, Associate Professor at HEC Montreal, carried out
the corporate annual report survey on behalf of the Study Group.
Annual Report
Survey Results
This appendix presents The background research for this Research Study included
a summary of the survey a survey of current reporting practices. The main objective
results by category of was to identify instances of disclosure of various types
information and by industry of information that are not part of the audited financial
classification. statements. In most cases, this called for a subjective
assessment of the information contained in annual reports
because companies seldom reported the information precisely
as defined by the Study Group. Because no attempt was
made to judge the quality of information disclosures, caution
must be exercised when interpreting the results of the
survey. To facilitate understanding of these results, additional
explanations and interpretations are provided in Chapter 4.
Guidelines for
Corporate Reporting
This appendix provides The guidance is not intended as a rigid checklist. Neither
guidance to those is it intended to prescribe a standardized form, content or
responsible for corporate presentation for corporate reports. Each company’s particular
reporting. The objective characteristics will determine which questions its management
is to communicate timely, will need to answer. Also, variations in the answers will
reliable and relevant be necessary to meet the requirements of differing
information to help readers circumstances.
make decisions or increase
understanding. It poses A. CORPORATE OVERVIEW
a series of questions that (discussed in Chapter 5)
merit consideration if Does the corporate report explain what the company is all
corporate reporting is to about and the economic environment within which it operates
meet, more effectively, by providing the following information:
the information needs • a corporate profile identifying the industry or industry
of investors and other segment, the company’s business and/or the geographic
stakeholders. location of operations;
• financial and operating objectives for the • a review of capital investments and
ensuing fiscal year; expenditures covering fixed asset
purchases, business acquisitions, increases
• performance compared to objectives in investment holdings and/or other
established in the previous fiscal year; business development initiatives;
Corporate Website
Survey Results
This appendix presents The main objective of the survey was to identify instances
the findings of a survey of disclosure of various types of financial and business
of corporate reporting on information. In most cases, this called for a subjective
the Internet.1 The survey assessment of the data provided on company websites.
analyzed the websites Because the survey made no attempt to judge the quality
of 125 companies that of information disclosures, caution must be exercised
participated in the CICA when interpreting its results. To facilitate understanding of
Corporate Reporting these results, Chapter 12 offers additional explanations and
Awards program for interpretations, particularly as they relate to the disclosure of
the 2005 or 2006 essential information and the use of technology to enhance
competitions.2 Appendix A communications with stakeholders.
provides an alphabetical list
of the survey companies, Exhibit D1 provides an overview of the percentage of survey
along with the website companies providing information classified under the 10
address (URL) for each main categories. It also indicates where the information was
company, classified by located, either on investor relations section of the website or
industry sector. elsewhere. General observations on the survey findings are
set out below. Details of the survey results — by category of
information and location within the company website — are
presented in Exhibit D2.
1. Aline Girard, PhD, CA, Associate Professor at HEC Montreal, carried out
the corporate website survey on behalf of the Study Group.
2. When the survey was undertaken in mid-2007, eight companies had
been sold, leaving 117 websites to survey.
Exhibit D2
Corporate Website General Website Pages
Survey Results
Investor Relations Pages
Total
%
Type of Data Number of Companies
1 Communications 111 6 117 100%
News & Media 103 14 117 100%
News Releases 54 43 97 83%
Events Calendar 12 67 79 68%
Media Contact / Contact us 62 3 65 56%
Webcast 10 41 51 44%
Archives 16 10 26 22%
Privacy Policy 19 6 25 21%
Speeches 13 9 22 19%
E-mail subscriptions / Alert 18 3 21 18%
Special Announcements 17 3 20 17%
Download Library / publications 18 1 19 16%
Financial press releases 4 12 16 14%
Photos / Videos / Graphics 15 0 15 13%
2 Investor relations 0 116 116 99%
Shareholder Information 2 45 47 40%
Share data 4 84 88 75%
Investor Information 9 63 72 62%
Covering Analyst 3 76 79 68%
Investor presentations 2 72 74 63%
Dividend Timetable / Policy 3 58 61 52%
Contacts 1 56 57 49%
Document request / Investor kit 3 47 50 43%
Fact Sheet 1 40 41 35%
FAQ 0 39 39 33%
E-mail alerts 2 22 24 21%
Conference calls 2 22 24 21%
Annual General Meeting 0 12 12 10%
Overview of
Narrative Reporting
Requirements
So regardless of whether REQUIREMENTS IN CANADA, UNITED KINGDOM
2
it is described as a AND UNITED STATES
management discussion
and analysis, operating
and financial review, or
something else, the issue
remains “how well does
your reporting articulate
the direction of travel, in
relation to the markets
in which you operate,
your chosen strategy and
the performance that is
delivered?” 1 Canada
In Canada, the requirements for Management’s Discussion
and Analysis (MD&A) are mandated by the provincial/
territorial securities regulatory bodies, collectively known as
the Canadian Securities Administrators (CSA). In December
2003, the CSA issued National Instrument 51-102 Continuous
Disclosure Obligations that set out new MD&A requirements
applicable in all jurisdictions in Canada. CSA Form 51-102F1,
Part 1(a) states that “MD&A is a narrative explanation, through
the eyes of management, of how your company performed
during the period covered by the financial statements, and of
your company’s financial condition and future prospects.”
• assess what management views as the The report states that: “The purpose of
most important issues facing a company the MD&A is to provide management’s
and how it intends to manage those explanation of factors that have affected the
issues; and company’s financial condition and results
of operations for the historical periods
• assess strategies a company has adopted covered by the financial statements, and
and the likelihood that those strategies will management’s assessment of factors and
be successful. trends which are anticipated to have a
material effect on the company’s financial
condition and results of operations in the
International Organization future. Companies should provide the
of Securities Commissions information that is necessary for an investor’s
The International Organization of Securities understanding of the company’s financial
Commissions (IOSCO) issued a report condition, changes in financial condition and
General Principles Regarding Disclosure of results of operations.”
1. Introduction, Guide to forward-looking 4. For example, the SEC has issued rules and
information (London: PricewaterhouseCoopers proposals on topics including critical accounting
LLP, 2007 (available at www.corporatereporting. policies and estimates, liquidity, capital resources,
com). off balance sheet arrangements, aggregate
contractual obligations and transactions with
2. The graphic excerpt is from Guide to forward- non-independent third parties. Details are on the
looking information, ibid., p. 2 (available at SEC website (www.sec.gov/).
www.corporatereporting.com).
5. The graphic excerpt is from Guide to forward-
3. The CICA has prepared a comprehensive looking information, op.cit., p.2 (available at
package of materials to assist preparers and www.corporatereporting.com).
reviewers of Management’s Discussion and
Analysis (MD&A). The package includes: 6. Information on the current status of the
Management’s Discussion and Analysis: Guidance Management Commentary initiative is
on Preparation and Disclosure; 20 Questions available on the IASB website (www.iasb.
Directors Should Ask about Management’s org/Current+Projects/IASB+Projects/
Discussion and Analysis; MD&A Disclosure Management+Commentary/
about the Financial Impact of Climate Change Management+Commentary.htm).
and Other Environmental Issues; Building a
Better MD&A: A Guide for Smaller Issuers;
and Management’s Discussion and Analysis:
Self Assessment Tool for Preparers. The CICA
website also hosts the MD&A Resource Centre
(www.cica.ca/index.cfm/ci_id/622/la_id/1.htm)
which contains: regulatory website links; a list
of reading materials; a summary of landmark
legal cases relating to MD&A; examples of MD&A
disclosures; links to other helpful resources, such
as risk models; and a non-authoritative CICA
staff bulletin CPR Alert (www.cica.ca/index.cfm/
ci_id/247/la_id/1.htm).
Future Research
The research undertaken Corporate governance continues to receive a high level of
and the guidance conveyed attention. Valuable lessons have been learned from the series of
in the Research Study corporate collapses that occurred in different parts of the world
provide broad coverage in the early part of this decade. Since then, significant efforts
of many different types have been made to strengthen the regulatory frameworks in
of information, some this area to restore investor confidence and enhance corporate
of which merit further transparency and accountability. Further guidance is needed.
consideration. For example,
the CICA Corporate Sustainability reporting is about measuring, disclosing and
Reporting Awards being accountable for organizational performance having
program recognizes that economic, environmental and social impacts. A diverse
aspects of increasing range of stakeholders, including investors, is now demanding
relevance to stakeholders transparency about the sustainability of corporate activities.
now include corporate In response, new global reporting standards are being
governance, sustainability developed — standards that can be used to provide assurance
reporting and electronic on matters such as the financial implications of climate change
disclosure. With the rising issues. Most companies are still in the start-up phase when
stakeholder expectation it comes to sustainability reporting. They are trying to find
of transparency, the Study their way in managing and reporting on corporate social
Group concluded that responsibilities, which might mean something different for
these areas merit additional each company. They are asking for guidance.
study.
Electronic disclosure and web-based reporting of both
financial and non-financial information is now commonplace.
With the rapid advancement of information technology,
particularly the Internet and related technologies such as
XBRL (eXtensible Business Reporting Language), companies
are adopting new means of communicating with investors and
other stakeholders. For example, information is being delivered
online in the form of corporate news, quarterly earnings
releases, annual reports (typically in PDF format), audio and/or
video conferencing and e-mail alerts. Together, organizations
and stakeholders are shifting to a new paradigm — real-time
online reporting. This area merits further study.
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NOTES
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