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CICA Research Study

Corporate Reporting
to Stakeholders
June 2008

Insights for a Changing World


Corporate Reporting to Stakeholders
OTHER RESEARCH REPORTS AND RESEARCH STUDIES
* Limited Audit Engagements and the Expression of Negative Assurance (1980)
* Extent of Audit Testing (1980)
* Accounting for Pension Costs and Liabilities (1980)
* Analytical Review (1983)
* Accounting for Portfolio Investments (1984)
Financial Statements for Pension Plan Participants (1984)
* Pension Plan Auditing (1984)
* Financial Reporting by Credit Unions (1984)
* Materiality: the Concept and its Application to Auditing (1985)
* Local Government Financial Reporting (1985)
* Accounting and Financial Reporting by Agricultural Producers (1986)
* Accounting and Reporting by Venture Capital Organizations (1987)
* Professional Judgment in Financial Reporting (1988)
* Incorporating the Time Value of Money within Financial Accounting (1988)
* Accounting and Financial Reporting by Junior Mining Companies (1988)
* Accounting and Reporting Physical Assets by Governments (1989)
* The Financial Statement Presentation of Corporate Financing Activities (1989)
Approaches to Dealing with Risk and Uncertainty (1990)
Reporting the Effects of Changing Prices: A Review of the Experience with Section 4510 (1990)
The “Going Concern” Assumption: Accounting and Auditing Implications (1991)
Interim Financial Reporting: A Continuous Process (1991)
* Information to be Included in the Annual Report to Shareholders (1991)
* Value-for-Money Audit Evidence (1991)
Environmental Auditing and the Role of the Accounting Profession (1992)
* Financial Reporting for Segments (1992)
Environmental Costs and Liabilities: Accounting and Financial Reporting Issues (1993)
Using Ratios and Graphics in Financial Reporting (1993)
Professional Judgment and the Auditor (1995)
Accounting and Reporting for Enterprises in the Development Stage (1996)
Financial Reporting by Canadian School Boards (1996)
Indicators of Government Financial Condition (1997)
Financial Reporting by Investment Funds (1997)
Full Cost Accounting from an Environmental Perspective (1997)
Costing Government Services for Improved Performance Measurement and Accountability (1999)
Continuous Auditing (1999)
Financial Reporting by Small Business Enterprises (1999)
* The Impact of Technology on Financial and Business Reporting (1999)
Use of Specialists in Assurance Engagements (2000)
Assessing Risks & Controls of Investment Funds (2000)
Audit Enquiry: Seeking More Reliable Evidence from Audit Enquiry (2000)
Financial Reporting by Rate-Regulated Enterprises (2002)
Accounting for Infrastructure in the Public Sector (2002)
Electronic Audit Evidence (2003)
Stakeholder Relationships, Social Capital & Business Value (2003)
Accounting Bases Used in Canadian Government Budgeting (2004)
* Electronic Filing and Reporting: Emerging Technologies and Their Implications (2005)
Secure IT Infrastructure for E-commerce (2005)
* Interactive Data — Building XBRL Into Accounting Information Systems (2007)

*Research Study
CICA Research Study

Corporate Reporting
to Stakeholders
June 2008

Insights for a Changing World


Notice to Reader
The CICA commissioned this Research Study as part of its continuing knowledge
development program. The views and conclusions expressed in this publication are those
of the Study Group. They have not been adopted, endorsed, approved, disapproved or
otherwise acted upon by a Board, Committee, the governing body or membership of the
CICA or any provincial Institute / Ordre.

The CICA Research Study Corporate Reporting to Stakeholders


and the accompanying Highlights booklet are available
on the Internet (www.cica.ca/crs).

Library and Archives Canada Cataloguing in Publication

Corporate reporting to stakeholders / Canadian Institute of Chartered Accountants.


(CICA research study)

ISBN 978-1-55385-347-3

1. Corporations--Canada--Accounting. 2. Corporation reports--Canada.


3. Financial statements--Canada. 4. Disclosure of information--Canada.
5. Corporations--Investor relations--Canada. I. Canadian Institute of Chartered
Accountants II. Series: Research study (Canadian Institute of Chartered Accountants)

HF5686.C7C675 2008 658.15’12 C2008-902662-4

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 terms of reference were to:


• assess the main objectives of corporate reporting to stakeholders;
• consider the perceived information needs of the primary users of corporate
reports in terms of a company’s past, present and future activities;
• survey current corporate reporting practices and regulations in Canada and
elsewhere;
• propose what information is needed in corporate reports, beyond the financial
statements, to assist users in interpreting a company’s financial condition,
results of operations and financing and investing activities; and
• provide guidance on the presentation of such information in corporate
reporting to stakeholders.

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).

Toronto, June 2008 CICA Research Studies

Corporate Reporting to Stakeholders


Study Group
Jerry Trites, FCA (Chair) Corinna King, CA
Zorba Research Inc., Heatherton, NS Gryphon Petroleum Corp., Calgary

Aline Girard, PhD, CA Tracy Lutz


HEC Montréal, Montréal Keystone Investor Relations Inc., Calgary

Tim Herrod, CA Arti Nagpal, MBA


Potash Corporation of Saskatchewan Inc., Financial Consultant, Richmond Hill
Saskatoon
Alex Young, CA
PricewaterhouseCoopers LLP, Mississauga

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

2 Objectives of Corporate Reporting


Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Management Accountability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Communicating Useful Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Relevance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Reliability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Timeliness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Understandability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Comparability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Materiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Other Constraints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Uses for Corporate Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Purpose of Corporate Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

3 Stakeholders and Their Information Needs


Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Overview of Stakeholder Categories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Primary Users . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Secondary Users . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Canadian Shareholder Profile and Attitudes . . . . . . . . . . . . . . . . . . . . . . . . 20
Sources of Information and Investment Advice . . . . . . . . . . . . . . . . . . . . 21
Users’ Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Information Needs of Stakeholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Chapter Page

4 Framework for Corporate Reporting


Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Literature Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Surveying Current Practice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Proposing a Framework for Corporate Reporting . . . . . . . . . . . . . . . . . . . . . . 30
Assessing the Relevance of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

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

6 Corporate Social Responsibilities — Part B


Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
B1 — Human Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
B2 — Social Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
B3 — Environmental Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

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

8 Financial Summary and Analysis — Part D


Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
D1 — Analysis of Operating Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
D2 — Segment Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
D3 — Analysis of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
D4 — Capital Investments and Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . 81
D5 — Analysis of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
D6 — Liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
D7 — Quarterly Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
D8 — Accounting Policy Changes Not Yet Implemented . . . . . . . . . . . . . . . . . . 85
D9 — Statement of Management’s Responsibility . . . . . . . . . . . . . . . . . . . . . . 86
D10 — Financial Statements / Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . 87
D11 — Historical Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
D12 — Performance Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
D13 — Share Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

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

10 Enhancing Corporate Reporting


Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Effective Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
General Readability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Delivering Key Messages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Communicating Effectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Disclosing Essential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Areas for Improvement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
Chapter Page

11 Summary Corporate Reporting


Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
Reviewing the Literature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
Information Overload . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
Complexity in Standards and Regulations . . . . . . . . . . . . . . . . . . . . . . . 117
Surveying Current Practice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
Corporate Reporting Formats . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
Summary Reporting Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
Corporate Reporting Trends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
Facing the Challenges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
Preparing a Summary Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . 127
Future of Corporate Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133

12 Corporate Reporting on the Internet


Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
Reviewing the Literature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
Surveying Corporate Websites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
Survey of Information Content . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
Analysis of Essential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
Use of Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
Facing the Challenges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
Future of the Online Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
Website Information Content . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
Effective Use of Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151

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

Selected Bibliography . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183


Executive Summary
Corporate reporting in To provide clear guidance on the information needs of
Canada has changed the primary users — investors — the CICA commissioned
dramatically since this comprehensive Research Study about all aspects of
the CICA Corporate Corporate Reporting to Stakeholders. The study, prepared
Reporting Awards (CRA) by current and former CRA judges, is based on an in-depth
program was launched review of the annual reports and websites of 125 companies
in 1951. At one time, the that have participated in the CRA program.
annual report was the
only vehicle companies This new study examines practices and significant trends in
used to communicate corporate reporting by analyzing:
with shareholders. • more than 50 different types of information disclosed in
Now, investors and 2004-2005 annual reports;
other stakeholders are • major changes in the 2004, 2005 and 2006 annual reports
shifting their focus to the of award-winning companies;
corporate website, which • information content, presentation and navigation on
is becoming the primary company websites in 2007.
medium for communicating
corporate financial and The aim of this Research Study is to promote effective
business information. communication between a company and its stakeholders by
Although reporting providing useful guidance to preparers of corporate reports.
continues to evolve, the The study shows that electronic disclosure and web-based
fundamental importance reporting of both financial and non-financial information is now
of accountability and commonplace. With the rapid advancement of information
transparency has not technology and related technologies, such as XBRL (eXtensible
changed. 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, audio and/or video conferencing
and e-mail alerts. Together, companies and stakeholders are
shifting to a new paradigm — real-time online reporting.

Corporate Reporting to Stakeholders


Chapter 1

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.

These five categories provided the foundation for developing


a framework for corporate reporting (see Chapter 4). The
Corporate Overview explains what the organization is all about
(see Chapter 5). Corporate Social Responsibilities explains
how the organization is meeting its social responsibilities
to the public (see Chapter 6). The Review of Operations
discusses what the organization has done and plans to do
(see Chapter 7). The Financial Summary and Analysis depicts
where the organization is now (see Chapter 8). Supplementary
Information relates to other matters of interest to investors
and other stakeholders (see Chapter 9).

Corporate Reporting to Stakeholders


In addition to developing a framework ABOUT CORPORATE REPORTING
for corporate reporting, the Study Group Corporate reporting has evolved considerably
suggests an approach for assessing the in direct response to changing public
relevance of information to investors and expectations and social values. It can take
other stakeholders using four different many forms such as a company’s Annual
classifications — essential, important, desirable Information Form, Management’s Discussion
and discretionary. It also suggests that the and Analysis (MD&A), Information Circular,
various types of information disclosures may Proxy, interim reports, press releases,
be communicated in different levels of detail — prospectuses, annual reports, annual financial
as a comment, an explanation or an analysis. statements, corporate governance reports,
sustainability reports and a variety of
Chapter 10 builds on this foundation and electronic disclosures.
examines ways to enhance corporate
reporting. Chapter 11 looks at the nature Annual reporting is the traditional norm.1
and extent of information to be provided But, companies, investors and other
in summary corporate reporting. Finally, stakeholders are now shifting their focus
Chapter 12 investigates corporate reporting to the Internet. It is becoming the primary
on the Internet. medium for communicating corporate
financial and business information online. 2
The research includes a survey of current Such reporting may include corporate news,
disclosure practices in corporate annual quarterly earnings releases, annual reports,
reports (see Appendix A and B) and on audio and/or video conferencing, e-mail
company websites (see Appendix D). It also alerts and corporate blogs.3 Today, there is
reviews narrative reporting requirements in increasing emphasis on timely and continuous
Canada and internationally (see Appendix E). disclosure.4

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.
1=@>=@/B3
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B=AB/936=:23@A
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

Corporate Reporting to Stakeholders


analysis of information contained in the preparers and users of financial information,
financial statements. And, for years, the and most companies and investors now go to
CICA’s Corporate Reporting Awards program significant lengths to capture and analyze a
has triggered calls for more and better broader information set.
disclosure in annual and other corporate
reports.9 In response to these calls, annual The key question is whether preparers
reports continue to grow in size, but far too and investors can develop a better
many contain incomplete information in terms corporate reporting framework that will
of what they should and can convey. improve communications, supplement
and complement the financial reporting
The corporate reporting model has been the model, and provide a cohesive picture
subject of debate for more than a decade. of performance.12 Without being overly
That debate is accelerating because of prescriptive, and allowing for the specific
growing resistance to the complexity of needs of different industries and companies,
financial reporting, the standard setters’ that framework should provide a solid
focus on measurement and the proposed foundation for disclosing information of value
convergence towards a single set of to investors and other stakeholders. Driven
International Financial Reporting Standards by a collaborative process of change, it will
(IFRS). Although financial reporting is help to address the concern that the current
evolving, it continues to provide less than the reporting model is becoming irrelevant.
full range of information needed by many
investors.10 CONCLUSION
The world of corporate reporting is changing
Discussions around the basic conceptual rapidly because the information needs of
framework of accounting and reporting users have expanded financial reporting
are currently in progress as part of the beyond the financial statements. To deal
convergence process. Unless collaborative with the changes, various parties are calling
efforts are made to address the overall for joint efforts to develop a comprehensive
framework of information needed for new model for corporate reporting in a
corporate reporting, new areas of global economy. Accordingly, this Research
performance information (for example, Study takes the first step by presenting
around environmental impacts) are likely to a creative and proactive approach to
complicate an already complex picture by determining what information disclosures
being bolted onto the existing financial model are relevant to users. The aim is to promote
without due consideration of their strategic effective communication by providing helpful
context.11 guidance for comprehensive and integrated
corporate reporting.
The current reporting model has been
dominated for decades by financial
information. Even though financial information
is crucial, it provides only one part of the
picture of overall business performance
and has a built-in bias towards recording
the short-term results of companies, giving
too little emphasis to their long-term value
potential. This fact is well understood by both

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).

Corporate Reporting to Stakeholders


Chapter 2

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.

Corporate Reporting to Stakeholders


Exhibit 2.1
Exhibit 2.2 illustrates the corporate
MANAGEMENT ACCOUNTABILITIES reporting responsibilities of four key
groups — management, directors, audit
Financial statements committees and auditors. Because
Present statements in accordance with corporate operations are the responsibility
GAAP. of management, management prepares the
financial statements and the other information
Control structure in the corporate report. Clearly, therefore,
Establish and maintain control structures these types of information are management’s
that will ensure assets are safeguarded
and management policies and procedures
representations.
are followed.
The board of directors, appointed by the
Compliance shareholders to oversee management,
Ensure compliance with applicable laws, has overall responsibility for approving all
regulations, policies and procedures. corporate reports before they are issued to
investors and other stakeholders. The audit
Economy and efficiency committee, which oversees a company’s
Use resources and operate in an
financial operations, meets with management
economical and efficient manner.
and auditors and reports regularly to the
board. The auditor’s responsibility is to
Goal achievement
Attain the specified goals and objectives. form an opinion on whether the financial
statements are presented fairly in accordance
Fraud
with generally accepted accounting principles
Maintain control processes to deter (GAAP) and to ensure that other information
fraudulent activities. in the corporate report is consistent with the
financial statements. In this way, auditors add
credibility to corporate reporting.
In many cases, a public company may be
held legally accountable for: the quality of Exhibit 2.2
its product to the consumer; the credibility
of data supplied to regulators, investors 1=@>=@/B3@3>=@B7<5@3A>=<A707:7B73A
and financial analysts; and compliance with
laws and regulations governing matters
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Chapter 2 / Objectives of Corporate Reporting


COMMUNICATING USEFUL Statement of Financial Accounting Concepts,
INFORMATION the US Financial Accounting Standards Board
Over the years, much time and effort (FASB) stated that relevance and reliability
has been spent on trying to delineate are probably the most fundamental — and the
the qualitative characteristics that most general or abstract — of the qualitative
are determinants of information characteristics commonly described,
usefulness. Exhibit 2.3 lists those and most of the qualitative characteristics can
characteristics — relevance, reliability, probably be related to one or the other.
timeliness, understandability and
comparability — that define and describe the For example, timeliness, comparability,
attributes of information that make it useful. materiality, substance over form and similar
characteristics contribute to the relevance
Exhibit 2.3 of information, while objectivity, verifiability,
neutrality, freedom from bias and similar
QUALITATIVE CHARACTERISTICS characteristics contribute to its reliability.
OF USEFUL INFORMATION
In fact, both relevance and reliability are so
fundamental that at least a minimal level of
• Relevance
each is essential if information is to be useful.
• Reliability
Accordingly, relevance and reliability are the
• Timeliness prime determinants of usefulness.
• Understandability
• Comparability A recent research paper emphasized that
reliability is an essential characteristic for
accounting information to be useful for
Relevance decision making. 3 The goal of the paper is
Throughout the current literature, the to promote a better understanding of the
concept of relevance has emerged as the nature of accounting information reliability
primary qualitative characteristic of useful by synthesizing archival and experimental
information. For information to be useful, research evidence within a framework for
it must be relevant for decision making. accounting information usefulness. Greater
Information is relevant when it can influence understanding of the empirical literature on
the decisions of users by helping them accounting information reliability should assist
assess the financial impact of past, present standard setters and regulators in establishing
or future transactions and events. It is also financial reporting standards, preparers
relevant when it confirms, or corrects, and auditors in implementing standards,
previous assessments. Information that and financial statement users in evaluating
helps users to predict future income and accounting information reliability. It should
cash flows is also relevant. Accordingly, also assist academics in conducting research
relevance is regarded as a necessary, but not to produce new insights on reliability and in
a sufficient, condition for usefulness. conveying the important role of reliability to
students.
Reliability
A second major qualitative characteristic of Timeliness
useful information is reliability. Like relevance, Timeliness requires that current information be
reliability is viewed as a necessary, but not made available to interested parties because
a sufficient, condition for usefulness. In its the usefulness of information for decision-

Corporate Reporting to Stakeholders


making purposes declines as time elapses. For study found that accounting background
information to be useful for decision making, experience and/or training may be necessary
decision makers have to receive it while it is before shareholders become thorough
still relevant; that is, before it loses its capacity readers of annual reports and similar
to influence decisions. published data. It is possible that, if users
lack accounting experience, they may not
In Canada, corporate legislation requires want to tackle the complexities of financial
that annual financial statements be sent to statements. If management wants to
shareholders after the end of the fiscal year. communicate effectively with all users, it may
Yet, current and prospective shareholders have to present at least some less complex
and creditors need more timely information data to encourage those with no accounting
to assess a company’s future prospects background to read financial reports more
and to decide whether to extend credit thoroughly (further consideration of form and
or to sell, hold or buy shares. Investment presentation of information is provided in
analysts also need more timely information Chapter 10 of this Research Study).
for recommending the purchase, sale or
holding of a security. And, to contribute to A further point of concern is that most
the efficiency of capital markets in correctly corporate report readers, including those
pricing securities on a continuous basis, with an accounting background, do not
companies must release reliable information seem to have a good grasp of the nature of
to investors and their advisers on a timely financial reporting practices. Consequently, if
basis. management is to communicate successfully
with all users, there would appear to be a
Understandability considerable need to first educate them
For information to be useful, it must be about the objectives and methods inherent in
understandable. In this regard, investors financial reporting.
and other stakeholders are assumed to have
a reasonable understanding of business, Comparability
economic activities and accounting, together Comparability is a characteristic of the
with a willingness to study the information relationship between two pieces of
with reasonable diligence, but not necessarily information. It enables investors and other
with the degree of expertise possessed stakeholders to identify similarities in,
by a professional financial analyst. But and differences between, the information
management, too, must communicate with conveyed. Comparability is important when
shareholders and other users in such a way comparing two different organizations and
that they both read and understand the when comparing the same organization over
messages transmitted. If management fails to two periods or at two different points in time.
communicate adequately, an individual user
may end up relying totally on professional When making economic decisions, users
advisers, becoming a passive investor or using evaluate a company’s future prospects by
other available sources of information for comparing present performance with past
decision-making purposes. performance, with the performance of others
in the industry and with the economy as a
Training or experience in accounting whole. Information is most useful when it
is apparently related to the use and permits users to make such comparisons.
understanding of such reports. In fact, one

Chapter 2 / Objectives of Corporate Reporting


Materiality nature, number and information needs of the
An additional aspect of relevance is the users of their financial statements. Therefore,
significance or materiality of information in developing an accounting standard, the
to decision makers. Users are interested in Board considers whether the requirements of
information that may affect their decision that standard should apply to all entities or
making. For example, certain information whether different requirements should apply to
may alter the market price of a company’s different types of entities for which the cost /
securities and, hence, an investor’s investment benefit trade-off differs significantly. The cost
or credit decisions. Traditionally, information / benefit trade-off is also a consideration for
is considered to be material if its omission or individual entities in the preparation of financial
misstatement could influence the decision of statements in accordance with applicable
a reasonable investor to invest, or continue to standards, for example, in considering
invest, in a company. In this regard, an item disclosure of information beyond that required
of information, either solely or in aggregate by the standards. The Board recognizes that the
with other items, crosses a threshold and is evaluation of the nature and amount of benefits
material if it is probable that its omission or and costs is substantially a judgmental process.”
misstatement would influence or change a
resource-allocation decision. Although this quote relates specifically
to financial statements, the cost/benefit
Materiality is an important concept for the constraint also applies to the information
disclosure of information because its meaning contained in a variety of corporate reports.
can differ greatly among stakeholders. For
example, a consideration can be material Communicating useful information can be of
because a large stakeholder considers a considerable benefit to a reporting company
particular issue to be important. Alternatively, because that will enhance the likelihood that
specific risks associated with governance, investors and other stakeholders will want
environmental and social issues can be more to continue investing in, or dealing with, the
material for companies in one industry than organization. It is impractical, and perhaps
in another.4 It is clear that materiality requires impossible, to quantify the value of these
the exercise of professional judgment in the benefits either to the preparers of corporate
particular circumstances. 5 reports or to the users. Although some of the
direct costs of preparation and analysis can
Other Constraints be measured, it is not practical to quantify
Cost is a major constraint on the production these costs in total. Nonetheless, it is essential
of information. CICA Handbook paragraph to assess the benefits and the costs of
1000.16 notes that: producing such information, and to make any
necessary trade-offs. Clearly, the marginal
“The benefits expected to arise from providing benefits of making incremental disclosures
information in financial statements should should outweigh the marginal costs.
exceed the cost of doing so. In developing
accounting standards, the Board weighs the USES FOR CORPORATE REPORTS
anticipated costs and benefits of its proposals As already stated, the annual report offers
in general terms to assess whether they are the most comprehensive picture of where
justified on cost / benefit grounds. The benefits the company has been and where it is going.
and costs of applying accounting standards may There is some doubt, however, about the
differ between entities depending in part on the usefulness of annual reports to shareholders.

Corporate Reporting to Stakeholders


For example, research on the Efficient information. The current literature suggests
Markets Hypothesis (EMH) implies that that management and user needs for, and
annual reports are issued too late to be of access to, information are influenced by their
use to shareholders. On the contrary, investor individual objectives and their particular
surveys indicate that shareholders do, in fact, relationship with the business involved.
use annual reports to confirm previously
released information used in their decision For example, management is committed
making. Moreover, because the annual to a particular company, usually exclusively
report usually contains the audited financial and with a long-term view. Management’s
statements, it may be the only information first and foremost objective is the survival of
source to be independently verified. the business, in its own right and in its own
name. An investor’s position is significantly
It appears, then, that both current and different. Although an investor’s commitment
prospective investors find annual reports to to a particular company might be exclusive,
be useful, even without the short-term stock usually it is not. Indeed, an investor may be
market reaction to their release. Also, annual more committed to another company in direct
reports may be an important input to long- competition with the one under consideration.
term investment decision making — specifically, Investors may not be as concerned about a
to confirm information that investors have particular company’s survival because their
previously received and as a convenient personal wealth may well grow if it is acquired
summary to assist risk/return assessments. by another.
Historically, annual reports were the most
accessible and comprehensive source of Such major differences have a significant
confirmatory information about companies. impact on the type of information required
Times have changed, however, and there are by each group, and the extent of information
now a variety of ways to communicate with that can be made available. To achieve often
investors and other stakeholders (Chapter 12 different or even conflicting objectives, users
of this Research Study examines Corporate and management need different information
Reporting on the Internet.) for their decision making. Moreover, different
classes of users do not always share the same
The main reason for defining the purpose views on risks and uncertainties and may even
of corporate reports is to motivate their have conflicting interests. For example, there
form and content. This objective should be may be conflicts between: (1) the shareholders
acceptable to preparers and users. It should and fixed interest investors over the expected
not change radically, even if users or their return on investment; (2) employees
needs change. Nevertheless, there is bound concerned with continuity of employment and
to be some evolution in the nature of society, remuneration level; and (3) the customers (or
general economic and political philosophy and consumers) over the nature and the quality of
the general level of education and financial the products and services offered.
sophistication of both preparers and users.
In summary, although they were originally
Corporate reports can be considered from two conceived as a timely and thorough
fundamentally different viewpoints — that of presentation of financial results to
management and that of users. Management shareholders, corporate reports today serve
may want to stress certain matters a substantially broader range of purposes.
whereas users may want quite different From management’s perspective, they are

Chapter 2 / Objectives of Corporate Reporting


intended to provide information for informed It is generally acknowledged that the
investment decisions, to report on financial underlying reason for publishing corporate
position, operating results and cash flows, reports is to satisfy the perceived
to report on management’s stewardship information needs of external users.
and to maintain public relations (see Exhibit Nevertheless, one of management’s most
2.4). From an investor/creditor perspective, difficult problems when issuing such reports
however, they are used to assess risk and is that of balancing the information needs
return, serve as a general reference, provide of the different audiences. A balance must
background information for meetings with be struck between the needs of various
management, verify information from other investor groups and also between the
sources and make performance forecasts needs of investors and other stakeholders.
(see Exhibit 2.5). A further complicating factor (as shown in
Exhibits 2.4 and 2.5) is that management’s
Exhibit 2.4 objectives may not always be aligned with
the information needs of the external users
USES FOR CORPORATE REPORTS management is accountable to.
Management Perspective
The interests of certain user groups in
• Provide information for making an informed
investment decision. management’s financial reports and their
• Report on financial position, operating
entitlement to receive these reports is, in
results and cash flows. fact, protected by legislation and other legal
• Report on management’s stewardship. instruments. There are, however, many other
• Maintain public relations.
user groups who also have a legitimate
interest in knowing about the activities of
• Meet legal and regulatory requirements.
reporting entities. Chapter 3 explores the
• Provide information for an informed
shareholder voting decision.
nature and identity of these stakeholders,
along with their information needs.
• Promote a higher price/earnings ratio.

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

Corporate Reporting to Stakeholders


contain any information required for fair a return on investment. The harder it is for
presentation of financial position, results of users to correlate company information with
operations or changes in financial position, the company’s ability to earn income and
including notes to the statements and generate cash flows, the more uncertainty
supporting schedules to which the financial and the higher the risk of loss.
statements are cross-referenced. The financial
statements are, however, only one part of the Financial reporting and financial statements
process of financial reporting that includes essentially have the same objectives.
information in annual reports outside the Although financial statements are better for
financial statements and in prospectuses and providing some useful information, other
funding proposals. information — particularly about a company’s
present activities and future prospects — can
Exhibit 2.6 only be provided by financial reporting
outside the financial statements. It is
1=@>=@/B3@3>=@B7<53<D7@=<;3<B
reasonable, therefore, to expect the objectives
of corporate reports to be consistent with,
and comparable to, the objectives of financial
statements.
AbO\RO`Ra
4W\O\QWOZ@S^]`bW\U >`W[O`g=PXSQbWdS
AObWaTgCaS`a¸
/QQ]c\bW\UO\R
/cRWbW\U W\T]`[ObW]\<SSRa The primary objective of any corporate
report, as stated in Exhibit 2.7, is to
communicate timely, reliable and relevant
information about an organization. That
1=@>=@/B3
@3>=@BA information — covering the organization’s
past, present and future activities — must be
readily understandable because it will be
:SUOZ 1c``S\b
used for making economic decisions. The
@S_cW`S[S\ba
AbObcb]`gO\R
>`OQbWQSa
>`SdOWZW\UW\bVS
goal is to satisfy the perceived information
@SUcZOb]`g 7\Rcab`g needs of external users of such reports and,
at the same time, to reflect the messages
that management needs to convey, taking
into consideration existing standards for
financial reporting and pertinent legal
requirements.
The CICA Handbook clearly states that
the purpose of financial reporting is to Exhibit 2.7
communicate information that is useful to
investors, members, contributors, creditors PRIMARY OBJECTIVE
OF CORPORATE REPORTING
and other users in making their resource
allocation decisions and/or assessing To communicate in a readily understandable
way timely, reliable and relevant information
management stewardship. Resource on the past, present and future activities
allocation decisions involve the use of of a company as a basis for making
financial statements and other information economic decisions.
for predicting a company’s ability to earn
income and generate cash flows in the
future to meet its obligations and generate

Chapter 2 / Objectives of Corporate Reporting


Relevant, readily understandable information return on investment, financial stability,
on a company’s operating, investing and solvency and liquidity;
financing activities is needed by diverse user • showcasing company products and
groups who rely on that information but have services, including research and
limited authority, ability or resources to obtain development;
it. Such information is needed for: • responding to the public’s expectations
• assessing management stewardship and by reporting on activities affecting society
performance; that can be determined and described
• predicting, comparing, and evaluating or measured and that are important to
potential cash flows; the role of the enterprise in its social and
• making comparisons with past economic environment;
performance, with other entities, with the • meeting statutory and regulatory
industry and with the economy as a whole. reporting requirements.

It is essential to give useful information to CONCLUSION


all potential users in a form and time frame In this chapter, the Study Group examined
relevant to their various needs. Users of the purposes or objectives of corporate
corporate reports need information about reporting. Based on an assessment of
a company’s past to assess management’s management accountability, factors affecting
stewardship and performance, as well as the communication of useful information
future prospects. Although investment and and the variety of uses for corporate
credit decisions reflect user expectations reports, it concluded that the underlying
about future performance, those expectations objective is to communicate — in a readily
are commonly based on evaluations of past understandable way — timely, reliable and
performance and the relative performance relevant information on a company’s past,
of other companies in their industry. present and future activities as a basis for
making economic decisions.
Relevant information is also needed for
predicting, comparing and evaluating the In other words, the goal is to satisfy the
amount, timing and related uncertainty of information needs of investors and other
potential cash flows. Investors and other users stakeholders and, at the same time, to
need an accounting not only of management’s reflect the messages that management
stewardship, but also of its success in needs to convey, taking into consideration
achieving satisfactory economic performance existing standards for financial reporting
and maintaining a strong and healthy financial and pertinent legal requirements. One of the
condition. Such information facilitates most difficult problems management faces,
comparisons with past performance, with however, is balancing the information needs
other organizations, with the industry and of the different stakeholders. The Study
with the economy as a whole. Group explores those information needs in
Chapter 3.
Additional objectives of corporate reporting
might also include:
• attracting financing sources or facilitating
investment decisions through assessment
of such matters as risk and uncertainty,

Corporate Reporting to Stakeholders


Notes:

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).

Chapter 2 / Objectives of Corporate Reporting


Chapter 3

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.

In recent years, standard-setting bodies in Canada, the


United States and internationally have identified various
corporate reporting user groups and their information needs.
The International Accounting Standards Board (IASB) and
the US Financial Accounting Standards Board (FASB) are
developing a complete and internally consistent common
conceptual framework that improves the existing frameworks
of both boards. That framework is essential for fulfilling the
boards’ goal of developing standards that are principles-
based, internally consistent, internationally converged and
leading to financial reporting that provides the information
needed for investment, credit and similar decisions.1

Primary Users
Exhibit 3.1 sets out the three primary groups of
users — shareholders (investors), creditors and analysts/

Corporate Reporting to Stakeholders


advisers. A brief description of the interests of Trade creditors are more likely to be
each group follows (their information needs interested in a company’s viability over a
are addressed later in this chapter). shorter period of time, unless they depend
on its continuation as a major customer.
Exhibit 3.1 Although bankers will generally demand
regular financial reports, short-term
>@7;/@GCA3@A=41=@>=@/B3@3>=@BA creditors, such as trade suppliers, may
rely on published financial information
1]`^]`ObS@S^]`bW\U prepared for shareholders.
b]AbOYSV]ZRS`a
3. Analysts and Advisers
This group includes financial analysts,
financial journalists, stockbrokers and
bond-raters. They often directly serve
AVO`SV]ZRS`a 1`SRWb]`a /\OZgaba the needs of shareholders and creditors
7\RWdWRcOZO\R 2SPb6]ZRS`a
7\abWbcbW]\OZ7\dSab]`a O\RB`ORS1`SRWb]`a O\R/RdWa]`a
by providing skilled analyses and
interpretation of financial reports. Financial
analysts will often ask management for
information when they investigate an
1. Shareholders enterprise or an industry (for example, on
Because shareholders provide risk capital, behalf of a firm of stockbrokers). When
it is essential to nurture their trust. giving this information, companies need
Individual and institutional investors are to take care not to disclose previously
concerned with the risk inherent in, and undisclosed material information in
return provided by, their investments. They contravention of insider trading laws.
need information for assessing a company’s When a company compiles a report for
ability to pay dividends, for example. shareholders, it is also preparing a report
Current shareholders are, therefore, legally for financial analysts. Give them enough
entitled to receive periodic financial material to build a solid investment
reports. Potential shareholders are equally profile and they will have what they
interested in such information, although, need to induce new investors, especially
in the future, they may well appear on institutional investors, to participate in the
the opposite side of a purchase/sale company’s growth.
transaction.
Secondary Users
2. Creditors As well as the three primary user groups,
The financial stability of a company is many other audiences merit consideration
important to its debt-holders. They are when annual reports are being prepared.
interested in information that permits Exhibit 3.2 lists 11 categories of secondary
them to determine whether their loans, users who have an interest in receiving such
and any accrued interest, will be repaid reports. Brief comments on the interests of
when due. The law also establishes the each of these user groups follow.
rights of long-term creditors to receive
financial reports, as do their contractual
agreements with the organization.

Chapter 3 / Stakeholders and Their Information Needs


Exhibit 3.2
and safety, law enforcement, highways,
A31=<2/@GCA3@A airports and harbours. Public companies
=41=@>=@/B3@3>=@BA and society are mutually dependent on
each other.
1]`^]`ObS@S^]`bW\UB]AVO`SV]ZRS`a

2. Standard Setters
BVS>cPZWQ Standard setters have a broad interest
in the reporting practices of both profit-
AbO\RO`RASbbS`a
oriented and non-profit organizations.
Corporate reports serve as a basis for
developing, amending or augmenting
5]dS`\[S\b
financial reporting standards (both
accounting and auditing).
@SUcZOb]`g/US\QWSa
3. Government
3[^Z]gSSa The three levels of government in
Canada — federal, provincial and
municipal — are interested in the allocation
1cab][S`a
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
:OP]c`C\W]\a
interests in the enterprises operating within
their jurisdictions.

=bVS`1][^O\WSa
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

Corporate Reporting to Stakeholders


their pensions depend on the company’s strength of their bargaining position,
future prospects. labour unions are often able to obtain
special-purpose financial information
To find out why companies report to their during wage bargaining even though
employees, one research study compared they are not legally entitled to it.
the perceptions of accounting executives
and employees on this practice. The results 10. Other Companies
showed a considerable consensus on three Other companies, both domestic and
reasons: to improve employee/employer foreign, may be interested in doing
relationships (87% of executives and 91% business with a reporting company. They
of employees); to demonstrate an open may be potential or current members of
approach to management (84% and 82% user classes already mentioned above.
respectively); and to increase employee Alternatively, their interest may be
understanding of the company’s operations competitive. If that is the case, a company
and activities (85% and 95%). will resist revealing confidential information
that could jeopardize its interests.
6. Customers
A company’s present, potential and 11. Academic Researchers
past customers will be interested in its As with the standard-setting bodies,
financial affairs when deciding how much researchers have a general interest in
business to do with it and assessing studying the form, content and quality
its likely ability to service a product or of corporate reports and will generally
to honour warranty agreements. Major survey the practices of a wide variety of
customers will be concerned about organizations.
whether they can rely on it as a continual
source of supply. It is clear that the interests of the broad
stakeholder groups identified above ought
7. Suppliers to be considered when determining the
Current and potential suppliers will be nature and extent of information to be
interested in whether a company might included in corporate reports. For purposes
serve as an outlet for their products or of this Research Study, however, the three
services and, if it is a major customer, primary groups of users are considered to be
whether that situation will continue. the shareholders (investors), creditors and
analysts/advisers who act on their behalf.
8. Industry Groups Disclosing information to satisfy their needs
These groups will be interested in financial should, at the same time, help meet the
reports from companies within their information needs of other user groups.
industry sector or related groups.
CANADIAN SHAREHOLDER
9. Labour Unions PROFILE AND ATTITUDES
Unions will be interested in the financial As a basis for identifying and addressing
reports of employers, especially if there the kinds of information that various
are ongoing wage negotiations. They will groups of users want or are likely to want,
also be interested in the financial reports it is important to consider their information
of others in the same industry and of sources and their objectives. In this regard,
corporations in general. Because of the the 2004 survey on Canadian Shareowners

Chapter 3 / Stakeholders and Their Information Needs


(undertaken periodically by the TSX Group) Investors also rely on various sources of
provides some insight. 2 The survey found that investment advice. As Exhibit 3.4 shows,
49% of adult Canadians are shareholders, investors turn to banks and trust companies,
either as individuals or participants in mutual family and friends, financial advisors,
funds. Several other shareowner surveys mutual funds, stockbrokers, accountants
are available on the World Federation of and insurance companies. To understand
Exchanges website. 3 the motivations of shareowners, the survey
probed their reasons for investing. It found
Sources of Information the most common objectives were growth,
and Investment Advice preservation of capital and income.
As Exhibit 3.3 shows, there is a generalized
perception that investors consult many Exhibit 3.4
sources when seeking investment
information. Those sources include INFORMATION ADVISORY SOURCES
newspaper business pages (mentioned by Source of advice used % of
57% of those surveyed), corporate annual shareowners
reports (47%), Internet websites (43%), 1. Bank/trust company 51%
mutual fund prospectus (40%), investment 2. Family/friends 39%
magazines and newsletters (38%), financial 3. Financial advisor 37%
programs on television (32%) and research 4. Mutual fund company 34%
reports (31%). They also include books (25%),
5. Stock broker 26%
seminars (14%) and courses (9%). Preparers
6. Accountant 22%
of corporate reports must be aware of
7. Insurance company 15%
these various information sources if they are
to adequately integrate and interpret the Source: Adapted from Canadian Shareowners,
op.cit., p. 56.
information they contain.

Exhibit 3.3 It is evident that there are other ways


to make information publicly available.
SOURCES OF INVESTMENT INFORMATION Alternatives could include, for example,
Source of information % of filings with securities commissions, analysts’
shareowners reports, the financial press, business and
1. Newspaper business pages 57% trade publications, database submissions
2. Corporate annual reports 47% and the Internet. Chapters 11 and 12 consider
3. Internet websites 43% alternative communication vehicles when
4. Mutual fund prospectus 40%
addressing the problem of information
overload.
5. Investment magazines/
newsletters 38%
6. Television programs 32%
Users’ Objectives
To understand the motivations of
7. Research reports 31%
shareowners, the TSX survey probed their
8. Books 25%
reasons for investing in stocks and mutual
9. Seminars 14%
funds. It found the most common reasons for
10. Courses 9% investing in stocks were: to make money; for
Source: Adapted from Canadian Shareowners safety and stability of investment; because
(Toronto: TSX Group, 2004), p. 59.
you can withdraw funds on short notice;

Corporate Reporting to Stakeholders


because of an interest in certain companies, abandon the concept of general-purpose
industries or sector of the economy; and reporting and, instead, prepare a variety
for tax advantages. Generally speaking, of single-purpose corporate reports, each
shareowners place more importance on tailored to satisfy the needs of a particular
capital appreciation than on dividend yield user group.
(83% compared with 73%); more than half
emphasized short-term profit opportunities; The research literature suggests that
and more than three-quarters of stock mutual the major types of users have similar
fund owners were looking for regular income. measurement needs but varying disclosure
needs. If this interpretation is correct, the
Investors ranked safety and stability of implications for accounting policy makers
investment and the ability to withdraw funds are encouraging, for two reasons. First, the
on short notice very highly (78% and 69% findings tend to support the feasibility of
respectively). Tax advantages were also noted general-purpose external financial reporting,
as important to the majority of investors (63% at least from the standpoint that users
of common/preferred shareowners and 86% appear to need common measurements.
of stock mutual fund owners). As well, about Second, if accountants want to develop
60% of all shareowners expressed an interest different information sets for each
in certain companies, industries or sectors of important user group, preparing tailor-made
the economy. financial reports that differ only in terms
of disclosures would be less costly than
INFORMATION NEEDS tailor-made reports that also differ in the
OF STAKEHOLDERS underlying basis of accounting measurement.
Information in corporate reports may be
used for a variety of purposes. In broad Research has also shown that, when making
terms, however, corporate reports — including their decisions, investors look to corporate
financial statements and other supplementary reports to provide information that will
information — should reflect a company’s past, help them assess performance; evaluate
present and future activities to give users a management quality; estimate future
good basis for making economic decisions. prospects; assess financial strength, stability,
adaptability, solvency, liquidity, risk and
The question of whether users have similar uncertainty; decide on resource allocation;
information needs lies at the heart of general- make comparisons; make valuation decisions;
purpose external financial reporting and has determine compliance with the law or
important policy implications. Specifically, regulations; and assess contribution to society.
if the information needs of the various
stakeholder groups are similar, the concept of Exhibit 3.5 gives an overview of the
general-purpose external reporting is feasible. information needs that corporate reports
On the other hand, if their information needs should help satisfy.
are materially different, it may be time to

Chapter 3 / Stakeholders and Their Information Needs


Exhibit 3.5 • the trend of profits, dividends and
interest payments;
PERCEIVED INFORMATION NEEDS • requirements for further capital;
1. Assess overall performance. • trends in future capital investment;
2. Assess management quality and • prospects for employment in the future;
stewardship. • the likelihood that the company will
3. Estimate future prospects. continue to be a good customer or
4. Assess financial strength and stability. source of supply;
5. Assess solvency. • the likelihood that it will be able to
6. Assess liquidity. continue to support pension payments
to past employees and fund those of
7. Assess risk and uncertainty.
current employees.
8. Aid in resource allocation.
9. Make comparisons.
4. Assess Financial Strength and Stability
10. Value debt and equity holdings. Many users will be interested in judging
11. Assess adaptive ability. a company’s stability and its potential
12. Determine legal compliance. vulnerability to various changes in the
13. Assess contribution to society, national economic climate.
goals, etc.
5. Assess Solvency
A number of users will be interested
in a company’s ability to pay debts as
1. Assess Performance they become due. When making future
Users are interested in assessing corporate decisions about investments, purchases,
performance not only in absolute supplies and extensions of credit, users
numerical terms, but also by comparison will assess whether a company can repay
with their own expectations formulated current obligations and also service long-
in the past, by comparison with past term debt (meeting debt covenants is
expectations expressed by management often a primary concern of creditors).
and by comparison with the performance
of other companies in the same or other 6. Assess Liquidity
industries. Many users will be interested in assessing
liquidity, for example, when deciding
2. Assess Management Quality whether and on what terms to extend
The quality of management cannot be credit or in evaluating the likelihood of
measured merely in financial terms, but changes in dividend or interest payments.
annual reports will nevertheless be helpful
in providing indicators of management’s 7. Assess Risk and Uncertainty
ability to maintain and improve profits, Information in annual reports can facilitate
operate the company efficiently and assessment of risk and uncertainty by
discharge its stewardship function indicating how a company succeeded in
effectively. the past and by providing guidance for
estimating what may happen in the future.
3. Estimate Future Prospects
Different users will be interested in 8. Aid in Resource Allocation
estimating different aspects of a Various groups of users are concerned
company’s future prospects such as: in allocating resources to companies,

Corporate Reporting to Stakeholders


either by primary investment or through 13. Assess Contribution to Society
grants or other payments. Similarly, Users may wish to know about a
investors operating in the secondary company’s contribution to education,
financial markets make resource allocation health, sports, job creation, exports,
decisions, based at least in part on reading national income, development of national
published financial reports. resources, or about its efforts to eliminate
pollution or improve the environment, all
9. Make Comparisons of which they can discover by reading
Many user groups are interested in published annual reports.
comparing various aspects of a company’s
position or performance either with its The preceding analysis shows that nearly
own past record (regarding trends) or with all users are making economic decisions.
other entities. Therefore, corporate reports can help meet
the common information needs of most
10. Make Valuation Decisions stakeholders, for example:
The figures contained in annual reports • to decide when to buy, hold or sell an
may be helpful to debt and equity equity investment;
investors in assessing the value of their • to determine distributable profits and
current or potential holdings in a company. dividends;
• to assess the stewardship or accountability
11. Assess Adaptability of management;
Users may be interested in estimating the • to assess the risk associated with
ability of a company to switch its areas extending credit;
of operations in accordance with possible • to assess the ability to provide
changes in economic conditions, and remuneration and other benefits to
annual reports may be able to help them employees;
make such assessments. • to regulate the activities of enterprises;
• to determine taxation policies; and
12. Determine Compliance with the Law or • to prepare and use national income
Regulations statistics.
Although some government departments,
such as the Canada Revenue Agency, may
demand specific information, others may
find annual reports useful in assessing
compliance with the law or regulations.
Similarly, users may seek assurance
regarding compliance; reading annual
reports may help in doing so.

Chapter 3 / Stakeholders and Their Information Needs


CONCLUSION
This chapter explored the perceived Notes:
information needs of stakeholders in light of
1. Information on the current status of the
the communication objectives established Conceptual Framework joint project by the
in Chapter 2. It concluded that corporate International Accounting Standards Board
and the US Financial Accounting Standards
reports should address the information needs Board is available on the Internet (http://www.
of three primary groups of users — investors iasb.org/Current+Projects/IASB+Projects/
Conceptual+Framework/Conceptual+Framework.
(shareholders), creditors and analysts/advisers htm).
who act on their behalf. Because nearly all
users make economic decisions, corporate 2. The July 2002 Canadian Shareowners survey
is available on the Internet (http://www.world-
reports inter alia can help meet the common exchanges.org/publications/TSX%20Group%20
information needs of most stakeholders. 2002.pdf).

3. A number of share ownership surveys are


When making decisions, users look to available on the World Federation of Exchanges
website (http://www.world-exchanges.org/WFE/
corporate reports and other sources, such
home.asp?menu=266&nav=ie).
as the financial press, to provide information
that will help them assess performance,
evaluate management quality, estimate future
prospects, assess financial strength, stability,
adaptability, solvency, liquidity, risk and
uncertainty, decide on resource allocation,
make comparisons, make valuation decisions,
determine compliance with the law or
regulations, and assess contribution
to society.

In Chapter 4, the Study Group reviews the


literature, reports on the survey of current
practice and proposes a framework for
corporate reporting. It also suggests an
approach for assessing the relevance of
information disclosures to investors and other
stakeholders for decision making.

Corporate Reporting to Stakeholders


Chapter 4

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.

The Study Group chose several criteria for deciding whether


corporate reports should contain certain types of information.
The most important were relevance in meeting the primary
objective of corporate reporting and relevance in meeting
the perceived information needs of the primary stakeholders.
That is, will the disclosure of particular types of information
clearly help investors and other stakeholders gain a better
understanding of the affairs of a company as a whole or a
significant part of it?

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.

Corporate Reporting to Stakeholders


Canada3 and many other countries, reports. 8 Later in this chapter, the Study
including Australia,4 New Zealand, 5 the Group evaluates the relevance of each type
United Kingdom,6 the United States7 and of information for meeting the perceived
India, to name but a few, currently have information needs of investors and other
corporate reporting award programs. stakeholders. A detailed analysis follows in
These competitions have evolved to keep Chapters 5 to 9.
pace with the capital markets and the ever
increasing expectations of investors and SURVEYING CURRENT PRACTICE
other stakeholders for greater transparency The background research for this Study
and better information for investment included surveys of current reporting
decision making. By laying down norms for practices in annual reports and on company
acceptably informative reporting, they have websites (refer to Chapter 12 and Appendix
prodded many organizations away from their D). The main objective was to identify the
terse and often inadequate reporting style. frequency of disclosure of various types of
More and more reports now cover subjects information that are not part of the audited
previously neglected, such as environmental financial statements. In most cases, this called
issues, labour relations and predictions about for a subjective assessment of the information
performance. The fact remains, however, that because companies seldom reported the
far too many corporate reports simply don’t information precisely as defined by the
do a proper job in terms of what they should Study Group. When interpreting the results,
and can convey. it is important to remember that no formal
attempt was made to judge the quality of
Current literature shows that questionnaires information disclosures.
are frequently used to collect evidence
about the usefulness of various information The survey of annual reports covered 125
disclosures. Respondents are asked to Canadian companies in 12 industry sectors
evaluate the relative importance of each for the fiscal years 2004 and 2005. All of the
information item in the questionnaire survey companies participated in the 2005
according to how useful they find it in, say, and/or the 2006 CICA Corporate Reporting
making an equity investment or bank loan Awards program. Appendix A lists the survey
decision. companies by industry sector, along with the
company website URL.
It is important to note that the nature and
extent of specific information items covered For each company, more than 50 different
by the surveys reviewed varied considerably. types of information were identified. Each
For example, some of those surveys may type of information was classified under
well break down one type of information one of five broad categories — corporate
defined by the Study Group into a number overview, corporate social responsibilities,
of individual information items. Furthermore, review of operations, financial summary and
the relative importance of a certain type of analysis and supplementary information
information may vary from one stakeholder (the categories were based on those used
group to another. for the 1991 Research Study). Appendix B
presents the results of the survey of current
As a general conclusion, however, all practice — by category of information and by
stakeholders find at least some utility in most industry classification. The survey findings
of the information presented in corporate suggest a profile of a typical annual report

Chapter 4 / Framework for Corporate Reporting


as set out in Exhibit 4.1. To facilitate a proper understanding of those findings, additional
explanations and interpretations are provided in the evaluations in Chapters 5 to 9.

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%

Corporate Reporting to Stakeholders


Exhibit 4.1 (continued)
PROFILE OF A TYPICAL 2004/2005 ANNUAL REPORT
Survey % of
Companies 125
D FINANCIAL SUMMARY & ANALYSIS 
1 Analysis of operating results 125 100%
2 Segment analysis 112 90%
3 Analysis of financial position 119 95%
4 Capital investments and expenditures 121 97%
5 Analysis of cash flows 98 78%
6 Liquidity 124 99%
7 Quarterly financial information 124 99%
8 Accounting policy changes not yet implemented 124 99%
9 Statement of management’s responsibility 124 99%
10 Financial statements/auditor’s report 125 100%
11 Historical summary (minimum 5 years) 100 80%
12 Performance measures 123 98%
13 Share data 125 100%
E SUPPLEMENTARY INFORMATION 
1 Table of contents/navigation 122 98%
2 Glossary of terms 58 46%
3 Corporate directory 124 99%
4 Shareholder and investor information 124 99%

PROPOSING A FRAMEWORK do and where it is now.9 Exhibit 4.2 presents


FOR CORPORATE REPORTING the broad categories used in allocating and
With investors in mind, the Study Group evaluating the various types of information:
assessed what corporate reporting disclosures A. Corporate Overview — explains what the
are relevant to decision making. It undertook company is all about and the economic
a detailed analysis of more than 50 different environment within which it operates.
types of information that might be useful and, B. Corporate Social Responsibilities — explains
therefore, warrant possible inclusion in one or how the company is meeting its social
more corporate reports. responsibilities to the public.
C. Review of Operations — discusses what the
The Study Group assessed whether each type company has done and plans to do and
of information will tell investors and other whether it has the necessary financial and
stakeholders precisely what they need to other resources to achieve its goals.
know — what a company is about, its social D. Financial Summary and Analysis — depicts
responsibilities, what it has done and plans to where the company is now by presenting

Chapter 4 / Framework for Corporate Reporting


Exhibit 4.2
the financial statements and the
corresponding analysis of operating
results, financial position and cash flows. 1=@>=@/B3@3>=@B7<57<4=@;/B7=<1/B35=@73A
E. Supplementary Information — relates to
other matters of interest to investors and 1]`^]`ObS@S^]`bW\U
other stakeholders. b]AbOYSV]ZRS`a

1]`^]`ObSA]QWOZ
The proposed Framework for Corporate 1]`^]`ObS=dS`dWSe @Sa^]\aWPWZWbWSa
EVObbVSQ][^O\gWaOZZOP]cb 6]ebVSQ][^O\gWa[SSbW\UWba
Reporting addresses the fundamental a]QWOZ`Sa^]\aWPWZWbWSab]bVS^cPZWQ

information needs of investors and other


stakeholders: 10 @SdWSe]T=^S`ObW]\a 4W\O\QWOZAc[[O`g
• to know a company’s corporate EVObbVSQ][^O\gVOaR]\S O\R/\OZgaWa
O\R^ZO\ab]R] EVS`SbVSQ][^O\gWa\]e
objectives and to be able to evaluate the
performance against those objectives;
Ac^^ZS[S\bO`g7\T]`[ObW]\
• to have adequate information about the =bVS`[ObbS`a]TW\bS`Sabb]
W\dSab]`aO\R]bVS`abOYSV]ZRS`a
social and economic environment within
which the company has been operating
and will be operating;
• to know management’s financial plan
for the current and future accounting ASSESSING THE RELEVANCE
periods and explanations of the major OF INFORMATION
assumptions and sensitivities used in As a basis for assessing the relevance of
preparing that plan to be able to judge information disclosures, the Study Group
where the company is going in the future defined precisely what each encompassed.
and whether it has the necessary financial Helpful insight was obtained from reviewing
and operating resources to do so; actual examples drawn from current annual
• to know what the total wealth of the reports in conjunction with the survey of
company is now, compared with what current practice.
it was at the time of the last corporate
report and the reasons for any changes; Having identified the information included
• to know the company’s actual in annual reports, the Study Group then
performance for the accounting period deliberated whether that information should
just past, how this compares with its be disclosed. Each type of information
previously published plan for that period identified in the Study was assessed
and management’s explanations of any based on its relevance in meeting the
significant variances between the two; information needs of investors and other
• to know the ownership and control of the stakeholders. The relative importance of
company itself and the experience and each type of information was evaluated
background of its directors and officials. (see Chapters 5 to 9) using four different
classifications — essential, important,
desirable, and discretionary:
• Essential relates to information that should
be disclosed because stakeholders need it
to understand an organization’s activities.
• Important relates to information that
should be disclosed because it helps

Corporate Reporting to Stakeholders


stakeholders interpret an organization’s CONCLUSION
activities and enables them to make In this chapter, the Study Group reviewed the
appropriate risk/return trade-offs in their current literature, presented the results of a
resource allocation decisions. survey of current practice and developed a
• Desirable relates to information that would framework for corporate reporting comprising
normally be disclosed because it facilitates five broad categories — Corporate Overview,
stakeholders’ assessment and analysis of Corporate Social Responsibilities, Review
past performance and future prospects. of Operations, Financial Summary and
• Discretionary relates to information Analysis and Supplementary Information.
whose relevance to stakeholders depends It suggested an approach for assessing
mainly on the industry or the specific the relevance of information to investors
circumstances of each organization. and other stakeholders using four different
classifications — essential, important, desirable
In addition, the Study Group deliberated and discretionary. It also suggested that
whether the various types of information the various types of information disclosures
disclosures may be communicated as a may be communicated in different levels of
comment, an explanation or an analysis (see detail — as a comment, an explanation or an
Chapters 5 to 9): analysis.
• a comment is a simple description,
perhaps a sentence or two, that may Building on this foundation, the Study Group
also include a reference to additional assesses the relative importance of each type
information sources, such as a company of information in Chapters 5 to 9. Chapter
website; 10 examines ways to enhance corporate
• an explanation is a concise summary reporting. Chapter 11 looks at the nature
that may include a narrative and a table, and extent of information to be provided
perhaps a page in length; in summary corporate reporting. Finally,
• an analysis is a detailed discussion that Chapter 12 investigates corporate reporting
may include narrative and performance on the Internet. The Research Study’s
measures presented in tables, charts or various proposals for new or strengthened
graphs. disclosures need to be considered in light
of the contribution they can make to the
Other matters were also considered: Can development of a coherent structure for
reliable information be obtained on a corporate reporting while, at the same time,
timely basis? Would the cost of collecting providing relevant information to meet the
and presenting it be prohibitive? Is there perceived needs of investors and other
a danger in revealing information of value stakeholders.
to competitors? Given the current state
of corporate reporting, is the information
available elsewhere (for example, in the
Annual Information Form, Management’s
Discussion and Analysis, Information Circular,
Proxy, interim reports, press releases and
prospectuses)?

Chapter 4 / Framework for Corporate Reporting


Notes:

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.

10. These needs are consistent with those identified


in the landmark Making Corporate Reports
Valuable (Edinburgh: the Institute of Chartered
Accountants of Scotland, 1988), p. 29.

Corporate Reporting to Stakeholders


Chapter 5

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

This chapter defines each type of information and surveys


current practice. It also considers other sources of reference,
as well as authoritative pronouncements and regulatory
requirements, if any. The Study Group’s deliberations and
proposals on the relative importance to investors and
other stakeholders follow, along with illustrative examples
of the different levels of disclosure discussed in Chapter
4 — comment, explanation and analysis.

Corporate Reporting to Stakeholders


Study Group Deliberations
Information on the nature of a company’s
A1 — CORPORATE PROFILE business, industry and geographic location(s)
Definition is fundamental to the assessment and
The corporate profile describes: interpretation of financial statements. A
• the industry or industry segment the corporate profile quickly provides that
company operates in; information, as well as an immediate context
• the company’s business (including joint for reading more of the annual report.
ventures); and
• the geographic location of its operations. Study Group Proposal
In the Study Group’s view, it is important
Supplementary data may also be provided that companies provide stakeholders with
on the historical development of the a corporate profile identifying the industry
business and the incorporating statutes and or industry segment, their business and/or
jurisdictions. the geographic location of operations.

Survey Results Illustrative Examples


According to the annual report survey results A1-Transcontinental Inc., 2005 Annual Report
presented in Chapter 4 and Appendix B, all (comment)
of the companies provided corporate profile
information in 2004-2005, usually in the first A1-Empire Company Limited, 2005 Annual
few pages of the annual report. Report (explanation)

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.

Other Sources of Reference A2 — CORPORATE MISSION


The CICA’s Corporate Reporting Awards 2006 Definition
(page 39) states that: “This year, financial A corporate mission statement broadly
reporting judges focused on a number of describes a company’s purpose and may
features in arriving at their evaluations of each also include elements of what it is, what it
annual report: Judges looked for corporate is doing, why it is doing it and whether it is
profiles.... Most did a good job.” sustainable. Complementary information
may include the company’s vision, values
AR TRENDS 2005 (page 8) states that a and strategy to achieve its mission or a
corporate profile: “…can allow a company to summary of corporate goals and priorities
achieve a number of objectives. First, it can for the upcoming year, including financial
make it easier for investors to understand and operating objectives (see C8).
a complex company’s operations and
objectives.” Survey Results
According to the annual report survey results
in Chapter 4 and Appendix B, the vast
majority (92%) of the companies provided

Chapter 5 / Corporate Overview — Part A


some information on corporate mission in provide a direct response to stock market
2004-2005. Although some offered quite pressures for information on a change in
specific information, most provided only a strategy or reaction to a threat of a takeover
very general overview. Mission information bid, assist in establishing the amount, timing
was presented in various places, including the and uncertainty of cash flows, and provide a
corporate profile, the president/CEO letter sound basis for evaluating performance.
and the review of operations.
There are, however, certain concerns with
According to the website survey results presenting this information:
presented in Chapter 12 and Appendix • The mission may be difficult to
D, 78% of the companies provided such communicate.
information on their investor relations
webpage or elsewhere. • Some companies may not have established
formal priorities or a defined strategy;
Other Sources of Reference others may resist disclosure because
The Corporate Reporting Awards 2006 it might then be used in determining
(page 39) states that: “This year, financial accountability and stewardship.
reporting judges focused on a number of
features in arriving at their evaluations of • Due to the level of subjectivity involved, it
each annual report: Judges looked for the may be difficult to compare a company’s
corporate…mission.... Most did a good job.” objectives and mission to others in the
AR TRENDS 2005 (page 8) states that this industry.
information: “…can be used to place emphasis
on strategies, capabilities and market trends • It may place a company at a competitive
that drive shareholder value.” A 2001 paper disadvantage.
examined the purpose of mission statements
and their intended audiences, as well as the Study Group Proposal
disclosure, length and components of mission In the Study Group’s view, it is essential
statements disclosed in annual reports.1 that companies inform stakeholders
about their corporate mission in a broad
Study Group Deliberations statement of their reason for being,
Although corporate missions, goals and disclosing what they are, what they are
priorities vary considerably from one doing, why they are doing it and whether
they are sustainable.
company to another and across different
industries, they may provide some valuable
insights on the various risks a company faces, Illustrative Examples
as well as its expected profitability. This A2-Transat A.T. Inc., 2005 Annual Report
information may also facilitate comparisons (comment)
with other entities in the industry and an
assessment of a company’s adaptive ability. A2-Boardwalk Real Estate Investment Trust,
2005 Annual Report (explanation)
Knowing a company’s mission, goals and
priorities may also enhance user understanding A2-Potash Corporation of Saskatchewan
of the information presented in the annual Inc., 2005 Annual Report — Financial Review
report. For example, such information could (analysis)

Corporate Reporting to Stakeholders


disclosing this information only in the MD&A,
together with descriptions of how strategies
A3 — PRODUCTS, SERVICES AND are being implemented. Leading companies
MARKETS described what differentiates the company
Definition from competitors, and provided information on
The extent of this type of information market size and penetration by the company.”
depends on the nature of the company’s
business but could include a description of: Study Group Deliberations
• principal products and services and the The annual report should serve to reinforce
relative importance of each to overall the message brought home to customers in
operations; their normal, day-to-day dealings with the
• the location of the principal markets; company. Describing products, services and
• the location and general characteristics of location of principal markets and plants is
the principal plants and other properties; essential to meeting user information needs.
• the major distribution channels; Without it, users cannot adequately assess
• significant customers; risk and uncertainty (for example, related
• sources and availability of raw materials; to foreign operations), future prospects or
and overall performance. Nor can they make
• trade/brand names. meaningful comparisons with other entities in
the same industry. From a user perspective,
Information on marketing approach such disclosure enriches understanding of
complements the information on a company’s other information presented in the annual
products, services and markets and may report. From management’s perspective, such
encompass marketing strategy, marketing information permits the annual report to serve
arrangements and domestic and foreign as a public relations document in showcasing
marketing approaches. the company’s products and services.

Survey Results Some would argue, however, that disclosure


According to the annual report survey results of data on distribution channels, major
in Chapter 4 and Appendix B, most (88%) of customers and sources and availability of
the companies provided such information in raw materials might result in a competitive
2004-2005, usually as part of the corporate disadvantage. Nonetheless, the emphasis
profile or the segment review of operations. investors and other stakeholders place on
this type of information suggests that it is
According to the website survey results extremely relevant for informed decision
presented in Chapter 12 and Appendix D, 66% making and that the public interest benefits
of the companies provided such information override the related costs.
on their investor relations webpage or
elsewhere. Study Group Proposal
In the Study Group’s view, it is essential
Other Sources of Reference to inform stakeholders about principal
The Corporate Reporting Awards 2006 (page products and services, disclosing the
39) states that: “Traditionally, information location of principal markets, plants and
on the nature of products and services and properties, distribution channels, major
location of operations has been provided customers, raw material sources and trade/
brand names.
in this section. Many companies are now

Chapter 5 / Corporate Overview — Part A


Illustrative Examples Other Sources of Reference
A3-Domtar Inc., 2005 Annual Report Past research has shown that individual
(comment) shareholders value information on ownership
and control. It has also shown that financial
A3-TELUS Corporation, 2005 Annual analysts and institutional investors rank such
Report — Business Review (explanation) information as one of the most useful items in
the annual report. Furthermore, there may be
A3-Cascades Inc., 2005 Annual Report statutory restrictions on foreign ownership.
(analysis)
Study Group Deliberations
The existence of any large shareholdings
may constrain the actions of management
since the principal shareholders could have
A4 — COMPANY OWNERSHIP effective control in determining a company’s
AND CONTROL financial and operating policies. It is
Definition important, therefore, for investors, creditors
This type of information may include the and other stakeholders to know how a
following: company’s ownership is allocated so that they
• identification of a company’s majority and can adequately evaluate the performance
minority interests; of management, appraise the value of
• identification of principal shareholders and their holdings and assess future prospects,
those with legal or effective control; (also refer to E3 on “Corporate Directory”
• distribution of shares on a geographic regarding share holdings by directors). This is
basis (for example, nationally and/or especially true for minority shareholders.
internationally).
Study Group Proposal
Survey Results In the Study Group’s view, it is essential to
According to the annual report survey inform stakeholders about the company’s
results in Chapter 4 and Appendix B, less ownership and control, disclosing
than one-quarter (22%) of the companies majority and minority interests, principal
provided such information in 2004-2005. It shareholders and geographic distribution
generally appeared at the back of the annual of shares.
report, after the audited financial statements.
Several companies, however, included such Illustrative Examples
information in their corporate profile. A4-TELUS Corporation, 2005 Annual
Report — Financial Review (comment)
According to the website survey results
presented in Chapter 12 and Appendix D, A4-Loblaw Companies Limited, 2005 Annual
only 3% of the companies provided such Report (explanation)
information on their investor relations
webpage or elsewhere. A4-Legacy Hotels Real Estate Investment
Trust, 2005 Annual Report (analysis)

Corporate Reporting to Stakeholders


Other Sources of Reference
The Corporate Reporting Awards 2006 (page
A5 — ORGANIZATIONAL STRUCTURE 39) states that: “This year, financial reporting
Definition judges focused on a number of features in
Information on organizational structure arriving at their evaluations of each annual
complements the corporate profile (see A1). It report: Judges looked for …a bird’s eye
identifies, for both domestic and international view of the organization.... Most did a good
operations, a company’s: job.” It also notes that: “Winning companies
• major organizational units (subsidiaries, gave detailed information on items such as:
joint ventures and associated companies); ...subsidiaries/affiliates...”
• major operating divisions or lines of
business, together with geographical Some companies do not want to disclose such
locations. information, fearing that it would place them
at a competitive disadvantage. Nevertheless,
Information on organizational units may information on major business units is
encompass a list of each major subsidiary as considered highly relevant to investors and
at the fiscal year end, the nature of operations other stakeholders because it provides a more
and the incorporating jurisdiction, the precise divisional focus for decision making.
percentage of shares owned or over which Its importance is noted in numerous studies.
control/direction is exercised and the carrying
value, and the percentage of each class of Study Group Deliberations
non-voting securities owned. Disclosure might In combination with the corporate profile
also include the nature and extent of any (see A1), information on organizational
practical or legal restrictions on the ability of structure unravels the company, allowing
a subsidiary to transfer funds to the company, an evaluation — by division or line of
and the impact such restrictions have had, business — of past performance, future
and are expected to have, on its ability to prospects, financial strength and stability, and
meet its obligations. risk and uncertainty. It enables more direct
comparisons with other diversified companies
Survey Results and helps shed light on a company’s response
According to the annual report survey to change. In addition, there may be legal or
results in Chapter 4 and Appendix B, the other restrictions on the free flow of funds
vast majority (88%) of companies provided from subsidiaries or divisions. Consequently,
information on their organizational structure identifying the major organizational units
in 2004-2005. Often presented as a chart or and operating divisions permits a better
table, such information was usually near the understanding of the operations of a
corporate profile or, alternatively, near the diversified company.
back of the annual report after the audited
financial statements. Study Group Proposal
In the Study Group’s view, it is important to
According to the website survey results inform stakeholders about the company’s
presented in Chapter 12 and Appendix D, 43% organizational structure, identifying
of the companies provided such information on domestic and/or international operations,
their investor relations webpage or elsewhere. the major organizational units and
operating divisions or lines of business.

Chapter 5 / Corporate Overview — Part A


Illustrative Examples A landmark report by the UN Working Group
A5-Sobeys Inc., 2005 Annual Report of Experts noted the importance of people,
(comment) especially senior management, to the overall
success of any business. It also concluded that
A5-TransAlta Corporation, 2005 Annual the effectiveness of management is sometimes
Report (explanation) determined by the organizational structure. 2

A5-ONEX CORPORATION, 2005 Annual Study Group Deliberations


Report (analysis) Information on strategic changes in
organizational units or in key management
personnel may assist investors and other
stakeholders in evaluating management
quality and stewardship, future prospects,
A6 — MANAGEMENT TEAM risk and uncertainty and overall adaptive
Definition ability. Information on the management
Information outlining the internal management structure may also help to convey the degree
structure complements the information on of centralization for management decision
the organizational structure (see A5). It making.
would describe any significant changes in
organizational units or in key management Study Group Proposal
personnel during the year, often including In the Study Group’s view, it is important to
the names of senior officers (also see A7 on inform stakeholders about the company’s
management committees). management team, giving the names of
senior officers and outlining any significant
Survey Results changes in organizational units or in key
According to the annual report survey results management personnel during the year.
in Chapter 4 and Appendix B, nearly all (96%)
of the companies provided information on the Illustrative Examples
management team in 2004-2005. A6-Angiotech Pharmaceuticals Inc., 2005
Annual Report (comment)
According to the website survey results
presented in Chapter 12 and Appendix D, 23% A6-Transat A.T. Inc., 2005 Annual Report
of the companies provided such information (explanation)
on their investor relations webpage or
elsewhere. A6-Agrium Inc., 2005 Annual Report
(analysis)
Other Sources of Reference
The Corporate Reporting Awards 2006 (page
39) states that: “Winning companies gave
detailed information on items such as: ...the
management team…”

Corporate Reporting to Stakeholders


Study Group Proposal
In the Study Group’s view, disclosing
A7 — MANAGEMENT COMMITTEES information to stakeholders about the
Definition company’s management committees
Information on management committees is discretionary. When provided, such
is interrelated with information on the disclosures may include the name and
the purpose of each committee,
management team (see A6). It may
as well as the members.
encompass:
• identification of key, high-level
management committees (for example, Illustrative Examples
human resources committee, risk A7-CGI Group Inc., 2005 Annual Report
management committee); (comment)
• a brief explanation of the purpose of each
committee and the current members. A7-Transcontinental Inc., 2005 Annual Report
(explanation)
Survey Results
According to the survey results in Chapter 4 A7-Bank of Nova Scotia, 2005 Annual Report
and Appendix B, less than one-third (32%) of (analysis)
the companies provided such information in
2004-2005, most commonly at the back of
the annual report after the audited financial
statements.
A8 — COMPARATIVE FINANCIAL
Other Sources of Reference HIGHLIGHTS
Previous research has noted the importance Definition
of providing investors and other stakeholders Comparative information (usually two or three
with information on key management years) on financial highlights (see also the
committees. Regulatory reporting historical summary in D11 and performance
requirements in virtually all Canadian measures in D12) may encompass, in brief:
jurisdictions also call for such information. • results of operations, financial position
and cash flow data;
Study Group Deliberations • per share data;
Information about management committees • financial ratios;
may reflect the dynamism, experience • percentage change data;
and skills of those controlling operations. • graphs, charts and tables.
Accordingly, it may be helpful for investors
and other stakeholders to know who is Survey Results
managing a company. It may also help assess According to the annual report survey results
risk and uncertainty; facilitate evaluation of in Chapter 4 and Appendix B, nearly all (97%)
management’s stewardship and performance; of the companies provided such information
permit comparisons with management of in 2004-2005, usually at the front of the
other entities in the industry; and aid in annual report, in the first few pages.
meeting statutory and regulatory reporting
requirements. According to the website survey results
presented in Chapter 12 and Appendix D, 15%
of the companies provided such information

Chapter 5 / Corporate Overview — Part A


on their investor relations webpage or Illustrative Examples
elsewhere. A8-MDS Inc., 2005 Annual Report (comment)

Other Sources of Reference A8-High Liner Foods Incorporated, 2005


The Corporate Reporting Awards 2006 (page Annual Report (explanation)
39) states that: “This year, financial reporting
judges focused on a number of features in A8-Transcontinental Inc., 2005 Annual Report
arriving at their evaluations of each annual (analysis)
report: Judges looked for …summary of key
financial and operating highlights.... Most did
a good job.”

The research literature shows that individual A9 — PRESIDENT/CEO LETTER


shareholders value comparative financial Definition
highlights. Professional users, such as financial The president or CEO letter may encompass
analysts and institutional investors, rank any matters considered relevant to investors
such information among the most useful and other stakeholders. It would normally
disclosures in the annual report. include:
• a summary of key or unusual events
Study Group Deliberations during the year that had a significant
Financial highlights are summaries of impact on the company (see C1 and C2);
operational and financial activity for a • an overview of the company’s
financial year. They convey a company’s performance for the past year (see C1 and
recent story at a glance, providing qualitative C2);
and quantitative data, including earnings-per- • a brief outlook discussing future prospects
share, financial ratios and comparative figures (see A11).
(current versus prior year, sometimes with
percentage of change), which give investors The commentary may address the company’s
and other stakeholders an easy-to-digest mission (see A2), objectives and strategic
overview of operations over the past year. It plans (see C8) and recurring themes such
is readily apparent that such information is as market growth, changing product mix,
useful to readers of annual reports. imminent losses or gains, positive references
to the forthcoming year or years ahead, and
Study Group Proposal environmental constraints (see B3).
In the Study Group’s view, it is desirable
to provide stakeholders with comparative Survey Results
financial highlights on the company’s According to the annual report survey results
results of operations, financial position, in Chapter 4 and Appendix B, all of the
cash flow and per share data. Such companies provided a president/CEO letter,
disclosures may include financial ratios, usually as one of the first items in the annual
percentage change data and graphic
report. Such an address has become standard
presentations.
practice.

According to the website survey results


presented in Chapter 12 and Appendix D, 16%
of the companies provided such information

Corporate Reporting to Stakeholders


on their investor relations webpage or of corporate reporting (refer to Chapter 2).
elsewhere. Because of the potential wealth of information
that this letter might contain, it is perceived to
Other Sources of Reference communicate useful information to investors
The Corporate Reporting Awards 2006 (page and other stakeholders. It is apparent that
39) states that: “The Chair’s letter reviews there are no disadvantages to providing
Board membership and governance. The best this type of information since virtually all
CEO’s letters were strategic and assessed companies include a president/CEO letter in
progress in achieving goals. Company their annual report.
developments, performance and risk were
also reviewed. Again, more separate letters Study Group Proposal
were noticed this year. In the Study Group’s view, it is essential
that companies provide investors and
AR TRENDS 2005 (page 10) states that: “The other stakeholders with a letter from
messages to shareholders should provide a the president or CEO containing an
candid, strategic and insightful look into your overview of performance for the past year,
business. We say ‘messages’ because it is summarizing key or unusual events and
discussing future prospects.
becoming increasingly common for annual
reports to contain separate letters from the
CEO, Chairman of the Board and CFO. The Illustrative Examples
best letters carry the voice of the individual A9-Inmet Mining Corporation, 2005 Annual
who signs his or her name at the bottom.” Report (comment)

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.

Study Group Deliberations A10 — COMMENTARY ON INDUSTRY


Substantial corporate resources are devoted AND ECONOMY
to developing and disseminating the Definition
annual report. The president/CEO letter to This type of information, which depicts
shareholders occupies a prominent position. a company’s industry and the economic
It covers matters addressed elsewhere in environment, may include:
the report but provides a useful overview. • economic factors relevant to the industry
Typically, the letter summarizes key events (for example, interest and exchange rates,
and reviews performance for the past fiscal government policy – see C1 and C2);
year, then concludes with a brief discussion of • broad characteristics of the industry (for
the company’s prospects. example, cyclical, capital intensive – see
D4);
Clearly, there is a direct link between the • recent trends in the industry (for example,
letter to shareholders and the objectives supply and demand);

Chapter 5 / Corporate Overview — Part A


• significant risks or uncertainties Background information on industry provides
in the industry (for example, new context and allows diverse user groups to
technology — see C7). better understand the other information in
the annual report. It provides a focus for
Survey Results decision making and establishes a perspective
According to the survey results in Chapter 4 for evaluating a company’s performance. It
and Appendix B, more than three-quarters also helps in making various comparisons and
(78%) of the companies provided industry determining compliance with regulations.
and/or economy information in 2004-2005,
commonly as part of the review of operations. Management should have information
Often, it was mentioned briefly in the about important aspects of the economic
president/CEO letter. environment within which its company
operates. Such information is significant
According to the website survey results not only to management decisions but also
presented in Chapter 12 and Appendix D, 25% to users’ evaluations of future prospects,
of the companies provided such information financial strength and stability. In fact,
on their investor relations webpage or it is fundamental to the assessment and
elsewhere. interpretation of financial statements.

Other Sources of Reference Study Group Proposal


The Corporate Reporting Awards 2006 (page In the Study Group’s view, it is desirable
39) states that: “Leading companies described that companies provide stakeholders with
what differentiates the company from a commentary on the industry and/or the
competitors, and provided information on economy in which they operate, discussing
market size and penetration by the company.” matters such as recent trends, risks and
The Canadian Securities Administrators uncertainties and/or economic factors.
recognize the importance of disclosing
information on the industry and the economic Illustrative Examples
environment, now requiring such information A10-Freehold Royalty Trust, 2005 Annual
under National Instrument 51-102F1.4 Report (comment)

Study Group Deliberations A10-Finning International Inc., 2005 Annual


Different industries have different levels Report (explanation)
of profitability, economic prospects, types
and degrees of risk and capital investment A10-Barrick Gold Corporation, 2005 Annual
requirements. To more readily understand Report (analysis)
the activities reflected in the annual report
and to make valid comparisons with similar
entities within an industry, investors and other
stakeholders need to be aware of its broad
characteristics.

Corporate Reporting to Stakeholders


the strategies and tactics that your company
has developed to translate those trends and
A11 — OUTLOOK strengths into growth in shareholder value.”
Definition
Outlook information assesses the corporate The Canadian Securities Administrators are
mission (see A2) in light of the commentary well aware of the importance of disclosing
about the industry and the economy (see forward-looking information, requiring it
A10) and other forward-looking information under NI 51-102F1. 5
(see C6). It discloses future prospects,
covering both the year ahead and the Study Group Deliberations
operating or business cycle. Disclosure of future prospects encompasses
currently known trends, events and
Survey Results uncertainties that are likely to have an impact
According to the annual report survey on a company’s activities in the near future,
results in Chapter 4 and Appendix B, all of for example, known future increases in
the companies provided some information costs of labour or materials. Prospects vary
regarding future prospects. This was considerably from company to company,
commonly located in the president/CEO within an industry sector and across different
letter, in the overall review of operations industries (for example, rates of profitability,
(see C1), or segment review (see C2). risk and capital investment requirements).
Unfortunately, the majority of disclosures are,
at best, a general indication of whether the Outlook information conveys the informed
operating results will be better or worse than “internal” views of management to the
the previous year. “external” users. Management is, undoubtedly,
in the best position to foresee the future,
According to the website survey results to indicate expected operating results and
presented in Chapter 12 and Appendix D, to report the existence of significant events
only 4% of the companies provided such that are likely to affect those results. Such
information on their investor relations forward-looking information is clearly of
webpage or elsewhere. benefit to most, if not all, stakeholders.

Other Sources of Reference Nevertheless, there are several concerns:


The Corporate Reporting Awards 2006 (page • future prospects may be extremely
39) states that: “The best CEO’s letters were difficult to quantify;
strategic and assessed progress in achieving • management may be reluctant to provide
goals. Company developments, performance “bad news” during an economic downturn;
and risk were also reviewed. Again, more • information may be useful to competitors,
separate letters were noticed this year.” resulting in a competitive disadvantage;
• the company may be required to publicly
AR TRENDS 2005 (page 14) notes the withdraw or update previously disclosed
importance of providing a roadmap to forward-looking information if it becomes
the future. It states that: “Knowledge of misleading;
your industry, strengths and market trends • the current litigious environment may
provides only half the investment scenario for discourage companies from disclosing any
your company. Investors need to understand forward-looking information.

Chapter 5 / Corporate Overview — Part A


Study Group Proposal CONCLUSION
In the Study Group’s view, it is essential to The first major category of information in
provide investors and other stakeholders the corporate reporting framework is the
with the company’s outlook, disclosing its Corporate Overview, which conveys what
future prospects for the year ahead and the company is all about and the economic
the operating or business cycle. environment within which it operates. The
Study Group concludes that companies
Illustrative Examples should consider providing information on:
A11-AltaGas Income Trust, 2005 Annual corporate profile; corporate mission; products,
Report (comment) services and markets; ownership and control;
organizational structure; management
A11-Cascades Inc., 2005 Annual Report team and management committees. In
(explanation) addition, they should provide: comparative
financial highlights; a president/CEO letter;
A11-TELUS Corporation, 2005 Annual Report commentary on industry and economy; and
— Financial Review (analysis) information about their outlook.

Appendix C offers guidance for


communicating such information. It poses a
series of questions that merit consideration
if corporate reporting is to meet, more
effectively, the information needs of investors
and other stakeholders.

Corporate Reporting to Stakeholders


Notes:

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.

Chapter 5 / Corporate Overview — Part A


Chapter 6

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.

Although the literature suggests many possible approaches


to accounting for sustainability, there is no consensus on the
best way forward. Further thought and discussion are needed
to develop a system that will fully integrate sustainability into
decision making, accounting and reporting processes, building
on the work that has already been done.

It is evident that the accounting profession recognizes that it


has an important role to play in this scenario. For example:
• The Institute of Chartered Accountants in England and
Wales (ICAEW) has, as part of its Information for Better

Corporate Reporting to Stakeholders


Markets series of publications, provided measurement and reporting issues on
guidance to its members on the type the environment and sustainability in
of services likely to be required in a various research studies and reports. 2 It
world where sustainability reporting is also introduced sustainability reporting
commonplace. as a judging category in the Corporate
Reporting Awards in 1993, underscoring
• The Fédération des Experts Comptables the importance of transparency in how
Européens (FEE), which has been active companies integrate all dimensions of
in sustainability accounting since 1993, sustainability into their business activities. 3
has produced a number of studies and
publications on the subject.1 A number of initiatives have addressed
corporate “standalone” environmental or
• The Chartered Institute of Public Finance sustainability reports.4 These include, for
and Accountancy (CIPFA) has published example, the Dow Jones Sustainability Index
Sustainability: A Reporting Framework (DJSI) and the Global Reporting Initiative
for the Public Services, a model of (GRI). Established in 2002, the DJSI defines
sustainability reporting that any public corporate responsibility as “a business
sector organization can apply when approach that creates long-term shareholder
considering and reporting on organizational value by embracing opportunities and
and service-level sustainability. managing risks deriving from economic,
environmental and social developments.”5 The
• The Association of Chartered Certified GRI, considered the dominant source of “best
Accountants (ACCA) and the Chartered practice” for sustainability reporting,6 gained
Institute of Management Accountants international recognition in 1999 when it was
(CIMA) have published a variety of papers chosen to partner with the United Nations
that consider how to include sustainability Environment Program (UNEP).7 By 2001,
measures in traditional financial reporting, the GRI had released its second iteration
including Full Cost Accounting, Triple of guidelines for sustainability reporting.
Bottom Line reporting and Balanced Adherence to the GRI principles of reporting
Scorecard methodologies, as well as a is not, however, the same as achieving
selection of hybrid approaches. sustainability. Accordingly, the GRI released
its G3 Indicator Protocols in 2006, which
• The International Federation of includes indicators on economic sustainability,
Accountants (IFAC) has created two environment, human rights, labour, product
sustainability working groups and has responsibility and society.8
launched a three-year sustainability
program via its Professional Accountants “A crucial issue in changing the behaviour of
in Business Committee. It has also issued companies is persuading or requiring them
guidance on environmental management to give more information to consumers about
accounting and to professional key environmental and social issues, such as
accountants globally on the nature of the greenhouse-gas cost of their products
their professional interaction with the and services. It is, perhaps, only through
sustainability debate. consumers and shareholders having access to
such information, that organizations will come
• The Canadian Institute of Chartered under real pressure to change.” 9
Accountants (CICA) has addressed

Chapter 6 / Corporate Social Responsibilities — Part B


Sharing this view, Canada’s National Round
Table on the Environment and the Economy
(NRTEE) published a report in February B1 — HUMAN RESOURCES
2007 on Capital Markets and Sustainability: Definition
Investing in a Sustainable Future.10 The Human resources information comprises:
NRTEE report encourages the investment • personnel data (e.g., total number of
community, governments, regulators and employees and pension benefits);
corporations to enhance the integration of • labour relations, pay equity and fair
environmental, social and governance (ESG) business practices;
factors in capital allocation decisions and • recruiting programs, staff training, career
the inclusion of material ESG information planning and professional development;
in corporate financial reporting. Many of • productivity measures and capital/labour
the recommendations in the NRTEE report ratios;
echo views held by the CICA, which for • “key person” insurance; and
more than 15 years has been contributing • efforts to improve management/employee
to and recognizing best practices in the communications.
measurement and reporting of corporate
sustainability performance.11 Some organizations may also provide
supplementary data on improving the work
As Exhibit 6.1 shows, corporate social environment and related job satisfaction;
responsibilities include human resources, health and safety record and initiatives;
social and environmental responsibilities. employee appreciation; and employee
This chapter defines each type of services.
information and surveys current practice.
Other sources of reference are considered, Survey Results
as well as authoritative pronouncements According to the annual report survey results
and regulatory requirements, if any. The in Chapter 4 and Appendix B, the majority
Study Group’s deliberations and proposals (89%) of the companies provided selected
on the relative importance to investors information on their human resources in
and other stakeholders follow, along with 2004-2005. Some made general mention
illustrative examples of the different levels of in the president/CEO letter, while others
disclosure discussed in Chapter 4 — comment, presented such information in a separate
explanation and analysis. section of the annual report. The information
disclosed most often was the number of
Exhibit 6.1 employees, labour relations and staff training.
CORPORATE SOCIAL RESPONSIBILITIES
According to the website survey results
B1 — Human Resources presented in Chapter 12 and Appendix D, 78%
B2 — Social Responsibilities of the companies provided such information
B3 — Environmental Responsibilities on their investor relations webpage or
elsewhere (most of the information was about
careers available in the company).

Other Sources of Reference


As far back as 1977, an “employment
statement” indicating a company’s manpower

Corporate Reporting to Stakeholders


resources and policies was recommended Rates of profitability and economic prospects
for annual reports in the United Kingdom.12 of certain industries largely depend on
Internationally, the 1987 OECD Working retaining qualified personnel. Therefore, in
Group on Accounting Standards study on addition to financial information, investors
the Disclosure of Information by Multinational and other stakeholders also want to know
Enterprises — Survey of the Application of the about the management of human resources
OECD Guidelines noted that certain employee (for example, recruiting qualified personnel
information was required under EEC and preparing for succession). This suggests
Directive 4 and that 90% of the 184 surveyed that management should have a formal
companies (from 12 countries) provided it commitment to supporting employee growth
in their annual report. Canadian securities and development. On the other hand, some
regulators, however, have given relatively little cite concerns with the general sensitivity of
attention to the need to disclose information providing information on human resources
on human resources.13 (particularly personnel data, labour relations
and management/employee matters) and
Study Group Deliberations the possibility that such data may lend itself
Often, the management of human to inappropriate analysis. In view of this
resources is crucial to an organization’s divergence, a separate study of this area
future success. Good labour relations and seems warranted.
an efficient workforce are paramount.
Only if employees are satisfied with the Study Group Proposal
conditions of employment, training and In the Study Group’s view, it is desirable
treatment they receive can a company hope to provide stakeholders with some human
to achieve satisfactory results in the long resources information, such as the size of
run. Accordingly, information on employee workforce, labour relations, compensation
matters is important to anyone interested in a and pay equity, staff training and
company’s long-term prospects. retention, productivity measures and
efforts to improve management/employee
communications.
The relevance of employee-related
information depends on the types of decisions
that investors and other stakeholders are Illustrative Examples
making. From a shareholder’s point of view, B1-Stantec Inc., 2005 Annual Report
employee-related information is likely to be (comment)
important because the direct and indirect
costs (including wages, employee benefits B1-Cambior Inc., 2005 Annual Report
and post-retirement benefits) can have a (explanation)
major impact on operations. Employee-related
cost information is, therefore, fundamental to B1-Potash Corporation of Saskatchewan Inc.,
the interpretation of current operating results 2005 Annual Report (analysis)
and assessment of likely future results.

Chapter 6 / Corporate Social Responsibilities — Part B


responsibility, saying that: “In recent years,
sustainability reporting has not only been
B2 — SOCIAL RESPONSIBILITIES expanding, it is beginning to dominate many
Definition annual reports. Common in natural resource
Social responsibility, which is interrelated industries, companies in many sectors of the
with human resources information (see B1), economy are now reporting on the impact
comprises: of their relationship with the environment,
• the overall commitment by the “corporate employees, customers, suppliers and
citizen” to community involvement; communities on their long term ability to
• the company’s participation in, and build shareholder value.”
support of, community education, sports
and culture, housing, medical and social It is now recognized that a business occupies
services, and charitable causes; and a specialized role in society — its actions have
• the corporate position on “sustainable direct consequences for many groups. The
economic growth and development” (see general public and government regulatory
B3 on environmental responsibilities). bodies are becoming more sensitive to the
social responsibility of public companies.14
Survey Results Enlightened shareholders are taking
According to the annual report survey results increased account of the social management
in Chapter 4 and Appendix B, more than policies of corporations they are interested
two-thirds (71%) of the companies provided in. Indeed, some use social responsibility
information on social responsibilities in information in making “ethical investing”
2004-2005, presented in various places decisions and that may well affect the cost
throughout the annual report. of capital.

According to website survey results in Study Group Deliberations


Chapter 12 and Appendix D, 63% of the A key external constraint to long-term
companies provided some information about success is public attitude toward a company
their social responsibilities, 47% provided and its products and services (also see A3
information about their involvement with and B3). Public attitude may be conditioned
their communities and 25% provided by philanthropy and by prevailing social
information about sustainable economic values and needs. Accordingly, corporations
growth and development. are recognizing the importance of making
a strong commitment to promote and to
Other Sources of Reference support the well-being of the communities
The Corporate Reporting Awards 2005 that are the essence of their success. By
(page 38) states that: “Winning companies, playing a role in education, health, social
for example, provide detailed information service, environment, sports, arts and culture,
on: …Social responsibility (Some companies they serve community needs and enrich the
provide clear reference in the annual report society in which we live.
to separate or additional disclosures in the
Management Information Proxy/Circular. Social responsibility information
Many do not).” communicates a company’s contribution to
the community, society and national goals.
AR TRENDS 2005 (page 20) notes the It may assist users in assessing management
importance of sustainability and corporate quality and overall performance. It may

Corporate Reporting to Stakeholders


also facilitate comparisons and determining • environmental expenses (both operating
compliance with specific regulations. and capital) or contingencies (see C7);
and
A separate study of social responsibility • applicable legislation and other
disclosure seems warranted in light of the environmental protection measures.
growing sensitivity of the general public
and government regulatory bodies, and Survey Results
a developing trend toward using social According to the annual report survey results
responsibility information for making ethical in Chapter 4 and Appendix B, more than two-
investing decisions. thirds (71%) of the companies reported on
environmental responsibilities in 2004-2005.
Study Group Proposal Current practice, however, varies considerably.
In the Study Group’s view, disclosing social In some industries (for example, paper and
responsibilities information to stakeholders forest products), most of the companies
is discretionary. When companies provided such information. In other industries
provide such disclosures, it may include (for example, real estate and construction),
their overall community involvement, very few companies did so.
philanthropy and sustainable economic
growth and development.
According to the website survey results
presented in Chapter 12 and Appendix D, 36%
Illustrative Examples of the companies provided such information
B2-CGI Group Inc., 2005 Annual Report on their investor relations webpage or
(comment) elsewhere.

B2-Royal Bank of Canada, 2005 Annual Other Sources of Reference


Report (explanation) The Corporate Reporting Awards 2005 (page
38) states that: “Winning companies, for
B2-Talisman Energy Inc., 2005 Corporate example, provide detailed information on:
Responsibility Report (analysis) Sustainable development (Some companies
provide clear reference in the annual report
to separate or additional disclosures in the
Management Information Proxy/Circular. Many
do not).”
B3 — ENVIRONMENTAL
RESPONSIBILITIES AR TRENDS 2005 (page 20) notes the
Definition importance of sustainability and corporate
Environmental responsibility information responsibility: “In recent years, sustainability
encompasses: reporting has not only been expanding,
• environmental policy and risk it is beginning to dominate many annual
management; reports. Common in natural resource
• impact of operations on the environment industries, companies in many sectors of the
(such as climate change); economy are now reporting on the impact
• environmental issues that are pertinent to of their relationship with the environment,
the industry (see A10, C1 and C2); employees, customers, suppliers and
• initiatives regarding air, water, and/or land communities on their long term ability to
pollution abatement; build shareholder value.”

Chapter 6 / Corporate Social Responsibilities — Part B


Environmental responsibility has become uncertainties, future prospects and financial
a major public concern as evidenced by stability, response to change, compliance with
the growing demand for environmentally regulations and contribution to society. It also
friendly products and production methods enables comparisons with other entities, the
and expanded regulatory requirements. industry and the economy.
For example, the Canadian Securities
Administrators recognize the importance Nonetheless, there are major roadblocks
of environmental disclosure by asking to better disclosure of environmental
companies to complete an annual information responsibility information:
form reporting any risk factors, including • It is difficult to define the nature and
environmental and health risks. What extent of environmental issues and to
constitutes such risks is not defined, but quantify the related costs. The problems
companies must report whether they have are more than company or industry
implemented environmental policies that specific — they have a global impact.
are fundamental to operations. Companies • There are relatively few accounting/
must also report the financial and operational reporting standards in this area (although
effects of environmental protection industries such as mining, and oil and gas
requirements on capital expenditures, are required to account for removal and
earnings and competitiveness in the current restoration costs).
and future years.15
In view of these significant drawbacks, a
Sharing the public’s concern, the CICA separate study of this area seems warranted.
published a discussion brief in 2006, MD&A
Disclosure about the Financial Impact of Study Group Proposal
Climate Change and Other Environmental In the Study Group’s view, it is
Issues. This leading-edge work was referenced important to provide stakeholders with
in the Conference Board of Canada’s Carbon environmental responsibilities information,
Disclosure Project Report 2006 Canada 280 such as environmental policies, the
and in the Carbon Disclosure Project Report impact of operations on the environment,
2006 Global FT500, issued by the Carbon environmental risk management, expenses
or contingencies, climate change and
Disclosure Project and Innovest Strategic
applicable legislation.
Value Advisors on behalf of 225 investors
worldwide, with assets of $31 trillion.
Illustrative Examples
Study Group Deliberations B3-Abitibi-Consolidated Inc., 2005 Annual
Information on environmental responsibility Report (comment)
enables investors and other stakeholders to
better understand the nature of operations B3-Agnico-Eagle Mines Limited, 2005 Annual
of companies in certain industries, the Report (explanation)
potential impact on cash flows and the ability
to effectively manage environmental risks. B3-Alcan Inc., 2005 Sustainability Report
Disclosing such information may facilitate (analysis)
assessment of a company’s risks and

Corporate Reporting to Stakeholders


CONCLUSION
Notes:
The second part of the corporate reporting
framework addresses Corporate Social 1. For example, refer to the FEE Paper “Key
Issues In Sustainability Assurance - An
Responsibilities. It explains how companies Overview” (http://www.fee.be/publications/
meet their social responsibilities to the public. default.asp?library_ref=4&content_ref=580).
The Study Group concluded that companies This paper analyzes Swedish, French, Dutch
and German standards for assurance on
should consider providing information on sustainability reports. The analysis is structured
human resources, social responsibilities and by reference to the international framework
and the generic standard for assurance issued
environmental responsibilities. by the International Federation of Accountants
(IFAC). The purpose is to highlight national
similarities and differences to assist national
Appendix C offers guidance for and international standard setters in the
communicating such information. It poses a development of future standards.
series of questions that merit consideration
2. For example, CICA publications include
if corporate reporting is to meet, more Environmental Auditing and the Role of the
effectively, the information needs of investors Accounting Profession (1992), Environmental
Costs and Liabilities: Accounting and Financial
and other stakeholders. Reporting Issues (1993), Reporting on
Environmental Performance (1994) jointly with
FEI Canada, Canadian Standards Association
According to the CICA Corporate Reporting
and International Institute for Sustainable
Awards program, sustainability reporting Development, Full Cost Accounting from
has become increasingly relevant to an Environmental Perspective (1997), The
Measurement of Shareholder Value Creation
stakeholders. Sustainability reporting is (1998), Strategic Performance Monitoring
about measuring, disclosing and being and Management: Using Non-financial
Performance Measures to Improve Corporate
accountable for organizational economic, Governance (1998), Environmental Performance
environmental and social impacts. A diverse and Shareholder Value Creation (1999),
Environmental Performance: Measuring and
range of stakeholders, including investors,
Managing What Matters (2001) and Stakeholder
is now demanding transparency about the Relationships, Social Capital & Business Value
sustainability of organizational activities. (2003).

3. Information on the CICA Corporate Reporting


In response, new global reporting standards Awards is available on the CICA website (http://
www.cica.ca/1/3/1/index1.shtml).
are being developed to provide assurance
on matters such as the financial implications 4. There is no standardized form of a stand-alone
of climate change. Most organizations are, environmental or sustainability report. In the UK,
the ACCA identified eight different categories
however, still in the start-up phase when it of stand-alone reports for addressing social
comes to sustainability reporting. They are and environmental reporting. For example, the
titles used by one accounting firm for stand-
trying to find their way in managing and alone reports have changed from “environmental
reporting on corporate social responsibilities, reporting” to “sustainability reporting” to
“corporate responsibility reporting.”
which might mean something different for
each company. They are asking for guidance.
With the rising stakeholder expectation of
transparency, the Study Group concluded that
this area merits additional study.

Chapter 6 / Corporate Social Responsibilities — Part B


5. Refer to the “Dow Jones Sustainability 12. “The Future of Company Reports,” a consultative
Index, Corporate Sustainability” (http://www. document presented to Parliament by the
sustainability-index.com). Secretary of State for Trade by Command of
Her Majesty, London, July 1977, proposed that
6. In 1997, Ceres launched the Global Reporting large companies should publish in their annual
Initiative (GRI), which has become the report an “employment statement” setting
international standard for corporate reporting out information about their workforce and
on the “triple bottom line” of economic, social employment policies that are relevant not only
and environmental performance. GRI is an to employees but also to shareholders and
independent institution, with 1,200 companies others concerned with the company. The aim
using the guidelines (see http://www. was to provide sufficient information about the
globalreporting.org/Home). workforce and the way is managed to indicate
how effective management is in this crucial area
7. In addition to participating in many international of corporate activities, as well as the way in which
sustainability initiatives, the CICA is a founding the company is meeting its social obligations.
member of the Global Reporting Initiative (GRI).
13. The Canadian Securities Administrators, under
8. The Association of Chartered Certified NI 51-102F2 Annual Information Form, calls
Accountants and Ceres, a US-based coalition for disclosure (Section 5.1(l)) of “The number
of investors and environmental groups, present of employees as at the most recent financial
annual Ceres-ACCA North American Awards year-end or the average number of employees
for Sustainability Reporting. The purpose of the over the year, whichever is more meaningful to
awards program is to acknowledge and publicize understand the business.”
best practice in reporting on sustainability,
environmental and social performance and 14. The Canadian Securities Administrators, under
to provide leadership to companies that are NI 51-102F2 Annual Information Form, call for
publishing or intend to publish sustainability disclosure (Section 5.1(4)) of social policies “If your
reports (see http://www.ceres.org/ company has implemented social or environmental
sustreporting/). policies that are fundamental to your operations,
such as policies regarding your company’s
9. The quote is from a speech by HRH the relationship with the environment or with the
Prince of Wales to launch his “Accounting for communities in which it does business, or human
Sustainability” project at St. James’s palace rights policies, describe them and the steps your
on December 6, 2006. The Prince of Wales company has taken to implement them.”
established this project to develop systems
that will help both public and private sector 15. The Canadian Securities Administrators, under
organizations account more accurately for the NI 51-102F2 Annual Information Form, call for
wider social and environmental costs of their disclosure (Section 5.1(k)) of “The financial and
activities (see http://www.princeofwales.gov.uk/ operational effects of environmental protection
newsandgallery/news/hrh_launches_accounting_ requirements on the capital expenditures,
for_sustainability_at_st_james_s_pal_1859677089. earnings and competitive position of your
html). company in the current financial year and the
expected effect in future years.” It also calls
10. The report Capital Markets and Sustainability: for disclosure (Section 5.1(4)) of environmental
Investing in a Sustainable Future is available on policies “If your company has implemented social
the NRTEE website (http://www.nrtee-trnee.ca/ or environmental policies that are fundamental to
eng/publications/capital-markets/index-capital- your operations, such as policies regarding your
markets-eng.htm). company’s relationship with the environment or
with the communities in which it does business,
11. The February 12, 2007 CICA press release or human rights policies, describe them and the
includes a “Chronology of CICA’s Climate steps your company has taken to implement
Change and Sustainability Initiatives” (see http:// them.” Risk factors regarding environmental and
www.cica.ca/index.cfm/ci_id/36164/la_id/1.htm). health risks must also be disclosed (Section 5.2).

Corporate Reporting to Stakeholders


Chapter 7

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

C1 — Overall Review and Interpretation


C2 — Segment Review of Operations
C3 — Production Information
C4 — Competitive Conditions
C5 — Response to Change
C6 — Forward-looking Information
C7 — Risks and Uncertainties
C8 — Financial and Operating Objectives
C9 — Performance Compared to Objectives
C10 — Research and Development
C11 — Significant Agreements and Contracts
C12 — Industry Specific Data

This chapter defines each type of information and surveys


current practice. Other sources of reference are considered,
as well as authoritative pronouncements and regulatory
requirements, if any. The Study Group’s deliberations and
proposals on the relative importance to investors and other
stakeholders follow, along with illustrative examples of the
different levels of disclosure discussed in Chapter 4 — comment,
explanation and analysis.

Corporate Reporting to Stakeholders


Other Sources of Reference
The Corporate Reporting Awards 2006 (page
C1 — OVERALL REVIEW 39) states that: “the highlights should include
AND INTERPRETATION ... a bird’s eye view of the organization, a
Definition summary of key financial and operating
Management’s overall review and highlights ...”
interpretation presents both a historical and
forward-looking qualitative analysis of the AR TRENDS 2005 (page 8) states that: “An
business. The discussion and analysis focuses at-a-glance can allow a company to achieve
specifically on known material events and a number of objectives. First, it can make it
uncertainties that could undermine the ability easier for investors to understand a complex
of historical information to indicate future company’s operations and objectives.
operating results. It would also refer to the Second, it can be used to place emphasis on
financial statements and any other statistical strategies, capabilities and market trends that
data (such as financial highlights in A8 and drive shareholder value.”
historical summary in D11) that help readers
understand a company’s operations. The Canadian Securities Administrators
recognize the importance of such disclosure
Normally, the discussion would address and require it in NI 51-102F1.1
matters such as:
• operating results for the past two fiscal Study Group Deliberations
years (also see D1, D3 and D5); Management’s overall review and
• risks and uncertainties expected within the interpretation provides a global look at a
next two years (also see C7); company’s operations and performance,
• significant new capital investment addressing the two primary concerns of
by geographical area and, as far as investors — viability and profitability. If a
practicable, by major lines of business for company is at all complex (for example,
the company as a whole (also see D4); having several divisions or product lines), the
• any government regulations and general review section should clearly outline
monetary/fiscal policies having a direct the big picture before beginning the divisional
impact on operations. or segment reviews.

Survey Results A general review facilitates broad


According to the annual report survey results comparisons with other organizations in
in Chapter 4 and Appendix B, nearly all (98%) the industry and across industries, both on
of the companies provided such information a historical and forward-looking basis. It
in 2004-2005. It was usually included in, or provides users with an understanding of the
immediately after, the president/CEO letter, major forces that contributed to the current
but preceding the segment review and the operating results and a general expectation
audited financial statements. of what the coming year holds in store.
Such information paves the way for users
According to the website survey results to more readily understand the operating,
presented in Chapter 12 and Appendix D, 21% financing and investing activities reported in
of the companies provided such information financial statements. It provides a focus for
on their investor relations webpage or economic decisions, facilitates evaluation of
elsewhere. management’s stewardship and performance,

Chapter 7 / Review of Operations — Part C


and allows predicting, comparing and Survey Results
evaluating potential cash flows. According to the annual report survey results
in Chapter 4 and Appendix B, most (94%)
Study Group Proposal of the companies provided such information
In the Study Group’s view, it is essential to in 2004-2005. The segment review of
provide investors and other stakeholders operations usually followed the overall
with management’s overall review and review and interpretation of operations and
interpretation covering a historical and/or performance.
forward-looking analysis of the business
and discussing material events and According to the website survey results
uncertainties.
presented in Chapter 12 and Appendix D,
only 4% of the companies provided such
Illustrative Examples information on their investor relations
C1-Agrium Inc., 2005 Annual Report webpage or elsewhere.
(comment)
Other Sources of Reference
C1-Enerplus Resources Trust, 2005 Annual Over the years, the importance of segmented
Report (explanation) information has been noted in numerous
research papers and studies in Canada, the
C1-Norbord Inc., 2005 Annual Report United States and elsewhere. Investment
(analysis) analysts have consistently argued in favour
of improved disaggregated data. Analysts
state that they use the disaggregated data
to help predict corporate profitability, usually
12 to 18 months into the future. They see the
C2 — SEGMENT REVIEW segment review as an important element in
OF OPERATIONS improving their understanding of a company
Definition overall. Other research has confirmed
This type of information presents a qualitative that segment reporting is necessary for a
review of operations along the company’s proper understanding of a company and for
lines of business or major industry segments comparison with other companies in the same
(see D2 for quantitative segment analysis). At industry, industry data and economic data.
a minimum, it would normally discuss:
• major internal (corporate) and external The importance of such disclosures is
(industry/economy) developments in recognized by the Canadian Securities
the past fiscal year (for example, trends, Administrators, who require it under NI
demands, acquisitions, cash needs or 51-102F1. 2
other commitments, labour agreements);
• any legal or other restrictions on the flow Study Group Deliberations
of funds between segments; Corporate reporting will not provide adequate
• any unique aspects of operations in information for user decision making if it
foreign countries; deals only with the performance and financial
• details of foreign business exposures and position of the company as a whole. One
impact of foreign currency transactions segment of the business may be subject to
and hedging; different economic environments, prospects,
• a brief outlook for the ensuing fiscal year. opportunities, risks and uncertainties

Corporate Reporting to Stakeholders


than another. Consequently, segmented
information becomes vital under volatile
market and economic conditions, merger and C3 — PRODUCTION INFORMATION
acquisition activity and fluctuating currency Definition
exchange rates. This type of information, which complements
a company’s products, services and markets
Different companies identify their activities (see A3) as well as industry specific
differently, but the fact that these specific information (see C12), may encompass:
areas are segregated from others provides • a description of the acquisition of raw
insight about how a company is managed. materials and components, indicating
It is not surprising, therefore, that segment percentage acquired from all inter-
reporting is extremely diverse — some company and foreign sources;
companies that ought to disclose do • average annual capacity utilization in
not, while others do not disclose at the accordance with normal industrial practice;
appropriate level of disaggregation. If a • physical output by principal lines of
company operates in several areas, its business; and
financial reporting should be aimed at • ratio analysis on productivity or efficiency
segmentation, not simple consolidation. A (also see D12 on performance measures).
healthy-looking corporate whole may hide
a divisional weakness, and this should be Survey Results
brought to the attention of investors and According to the survey results in Chapter 4
other stakeholders so they can properly and Appendix B, more than two-thirds (68%)
understand the complexities of business of the companies provided such information
performance and prospects. in 2004-2005, usually in the segment review
of operations section.
Study Group Proposal
In the Study Group’s view, it is essential to According to the website survey results
provide investors and other stakeholders presented in Chapter 12 and Appendix D, 43%
with a qualitative segment review of of the companies provided such information
operations based on how management on their investor relations webpage or
views the lines of business or industry elsewhere.
segments, addressing major developments
in the past fiscal year, unique aspects of
Other Sources of Reference
foreign operations and outlook for the
While it may not always be appropriate to
ensuing fiscal year.
disclose this type of detailed information,
research has shown that investors and other
Illustrative Examples stakeholders find it useful. The importance
C2-TransCanada Corporation, 2005 Annual of such disclosures is recognized by the
Report (comment) Canadian Securities Administrators, who
require it under NI 51-102F1.3
C2-CGI Group Inc., 2005 Annual Report
(explanation) Study Group Deliberations
Taking into account the nature of a business,
C2-Barrick Gold Corporation, 2005 Annual it may well be useful to disclose information
Report (analysis) on the acquisition of raw materials, capacity
utilization, physical output in terms of quantity

Chapter 7 / Review of Operations — Part C


or volume by major lines of business and
productivity or efficiency measures. A number
of companies already do this, providing C4 — COMPETITIVE CONDITIONS
information in accordance with normal Definition
practice in their industries. This type of information encompasses:
• the relative market or industry position for
The feasibility of providing such data will a company’s major products and services
depend on the type of operations involved. (and any significant change from the prior
For example, the more homogeneous the year);
products manufactured or sold, the more • a discussion of competitive conditions in
feasible it is to produce volume data that is the market(s) or industry;
especially useful where prices fluctuate. In this • significant factors that may have an
situation, the volume of production or sales impact on competitive position.
may not move the same way that turnover or
profit does. Volume data becomes useful as The analysis of competitive conditions may
it provides extra information on a company’s cover matters such as major strengths and
performance. Where prices are relatively weaknesses, pricing policy, product lines,
stable, however, changes in volume will be promotional policy and methods, market
more accurately reflected in changes in the share, expansion plans and the consumer’s
financial results; adding volume data provides perception of the company in relation to other
little or no new information. companies in the industry.

Study Group Proposal Survey Results


In the Study Group’s view, it is important According to the survey results in Chapter
to provide stakeholders with production 4 and Appendix B, two-thirds (66%) of
information, such as practices regarding the companies provided such information
acquisition of raw materials, capacity in 2004-2005 in the corporate profile,
utilization, physical output and discussion of products, services and markets
productivity or efficiency measures. and/or the segment review of operations.

Illustrative Examples Other Sources of Reference


C3-Freehold Royalty Trust, 2005 Annual The Corporate Reporting Awards 2006 (page
Report (comment) 39) notes that: “Leading companies described
what differentiates the company from
C3-Abitibi-Consolidated Inc., 2005 Annual competitors, and provided information on
Report (explanation) market size and penetration by the company.”

C3-Methanex Corporation, 2005 Annual Furthermore, the Canadian Securities


Report (analysis) Administrators ask for a discussion of the
competitive conditions in a company’s
principal markets and geographic areas
including, if reasonably possible, an
assessment of a company’s competitive
position.4

Corporate Reporting to Stakeholders


Study Group Deliberations Illustrative Examples
Investors and other stakeholders need C4-Catalyst Paper Corporation, 2005 Annual
information on a company’s competitive Report (comment)
position in the marketplace to assess
performance and future prospects. In addition C4-Aspreva Pharmaceuticals Corporation,
to looking at financial data, a competitive 2005 Annual Report (explanation)
analysis might require a review of all aspects
of operations that may have an impact C4-Potash Corporation of Saskatchewan Inc.,
on profit and cost figures and thus affect 2005 Annual Report (analysis)
performance. The specific activities carried
out and the mix of products made, or of
services rendered, may need to be defined.

The analysis might cover the types and C5 — RESPONSE TO CHANGE


sources of raw materials, number and quality Definition
of the personnel, kind of equipment used and This type of information supplements the
its age, corporate structure and management analysis of competitive conditions (see C4)
practices, marketing policies and distribution by providing a general description of how a
channels, and so on. Because innovation, company has responded or plans to respond
technology, research and development to changes in the operating environment and
and quality are now playing major roles in external factors.
boosting competitiveness, investors may well
be paying special attention to these aspects Survey Results
of operations. According to the annual report survey results
in Chapter 4 and Appendix B, very few (12%)
Furthermore, a company’s viability and of the companies provided such information
profitability may well depend on its in 2004-2005. Where available, it was located
strengths, weaknesses and market share, in the president/CEO letter or the segment
so that it can formulate a strategy for review.
success. Indeed, an income statement that
is not linked to competitive conditions can According to the website survey results
offer only a one-dimensional picture for presented in Chapter 12 and Appendix
forecasting future prospects. D, none of the companies provided such
information on their investor relations
Study Group Proposal webpage or elsewhere.
In the Study Group’s view, it is important
to inform stakeholders about competitive Other Sources of Reference
conditions, disclosing significant factors The current literature suggests that all
that may have an impact on competitive companies strive for survival and success.
position and relative market or industry Success generally depends on an appropriate
share for major products and services. long-term strategy, but survival requires the
ability to resolve short-term difficulties. The
Canadian Securities Administrators have
recognized the importance of disclosures in
this area, requiring them in NI 51-102F1. 5

Chapter 7 / Review of Operations — Part C


Study Group Deliberations Illustrative Examples
Investors and other stakeholders are primarily C5-Cascades Inc., 2005 Annual Report
interested in viability and profitability. On (comment)
both fronts, they are interested in estimating
a company’s ability to adapt its operations to C5-SNC-Lavalin Group Inc., 2005 Annual
the ongoing changes in economic conditions. Report (explanation)
Information on adaptive ability may help them
make such assessments. C5-TimberWest Forest Corp., 2005 Annual
Report (analysis)
Adaptive ability varies considerably from one
company to another and across different
industries. Disclosure of information in this
area may provide insight on economic
prospects, types and degrees of risk, capital C6 — FORWARD-LOOKING
investment requirements and expected INFORMATION
profitability. It can be valuable for assessing Definition
future prospects, risk and uncertainty and Forward-looking information supplements
management quality. It may also facilitate the general outlook (see A11) by discussing
comparisons with other entities in the industry specific future prospects, such as:
and valuation of debt or equity holdings. • currently known facts that are likely to
materially affect the future (for example,
Knowing about a company’s adaptive ability future sales contracts, production plans,
may also enhance user perspectives on other the expiration of an important patent
information disclosures. For example, it could or licence, future capital expenditure
provide a direct response to stock market commitments, future financing plans); and
pressures for information on a change in • commentary on management’s
strategy or reaction to a threat of a takeover expectations for company performance
bid, assist in establishing the amount, timing together with the underlying assumptions
and uncertainty of cash flows and provide a and sensitivities.
sound basis for evaluating performance.
Survey Results
Study Group Proposal According to the annual report survey results
In the Study Group’s view, it is essential in Chapter 4 and Appendix B, although nearly
that companies inform investors and other all (99%) of the companies provided forward-
stakeholders about their response to looking information in 2004-2005, it was
change, describing how they have dealt often limited to future capital expenditure
with changes in the operating environment commitments. The information was generally
and external factors over the current and presented in the president/CEO letter or in
previous years.
the segment review.

According to the website survey results


presented in Chapter 12 and Appendix D, 2%
of the companies provided such information
on their investor relations webpage or
elsewhere.

Corporate Reporting to Stakeholders


Other Sources of Reference Study Group Proposal
AR TRENDS 2005 (page 14) notes the In the Study Group’s view, it is essential
importance of providing a roadmap to to give investors and other stakeholders
the future. It states that: “Knowledge of forward-looking information, discussing
your industry, strengths and market trends currently known facts that are likely to
provides only half the investment scenario for materially affect future performance (for
example, future prospects, future capital
your company. Investors need to understand
expenditure commitments and future
the strategies and tactics that your company
financing plans).
has developed to translate those trends and
strengths into growth in shareholder value.”
Illustrative Examples
Over the years, research has shown that C6-TELUS Corporation, Financial Review,
both investors and creditors find forecasts 2005 Annual Report (comment)
(including disclosures on “earnings guidance”)
of company performance extremely C6-Inmet Mining Corporation, 2005 Annual
important. Contemporary thought is that Report (explanation)
it will help them make better economic
decisions. The Canadian Securities C6-Stantec Inc., 2005 Annual Report
Administrators call for forward-looking (analysis)
information in NI 51-102F1.6

Study Group Deliberations


Many companies provide a general outlook
in the president/CEO letter. To supplement C7 — RISKS AND UNCERTAINTIES
this general assessment, users want an Definition
indication of the company’s likely future This type of information describes the risks
development and performance. Forward- and uncertainties that might have a major
looking information is needed to judge where impact on a company’s financial position
a company is going and whether it has the or operating results (see C1 and C2). It
necessary financial and operating resources to supplements the commentary on the industry
do so. It is appropriate, therefore, to consider and economy (in A10) by addressing:
disclosing future prospects. • uncertainties about the nature of
operations portrayed in the current
There are, however, some concerns about financial statements and that are
providing this information: reasonably likely to affect future financial
• No matter how soundly based a forecast statements;
may be at the time it is prepared, • uncertainties due to financial statement
unforeseen changes in circumstances may measurements and disclosures;
invalidate the underlying assumptions and • uninsured risks of future material losses.
make it misleading.7
• Preparing such information may be Survey Results
expensive and lead to delays in reporting. According to the survey results in Chapter
• Forecasts or projections may be 4 and Appendix B, nearly all (99%) of the
inaccurate. companies provided information on risks and
• Inaccuracies in such data may result in uncertainties in 2004-2005, usually in the
legal liability lawsuits. 8

Chapter 7 / Review of Operations — Part C


president/CEO letter, the general review of adopted as part of a management
operations and the segment review. strategy or the result of external factors
outside of management’s control (for
According to the website survey results example, significant increase in costs or
presented in Chapter 12 and Appendix decreases in revenues, supplier and/or
D, none of the companies provided such customer dependency, seasonality and
information on their investor relations pending litigation or guarantees).
webpage or elsewhere.
Uncertainties due to financial statement
Other Sources of Reference measurements and disclosures might include:
The Corporate Reporting Awards 2006 • liquidity risk (future cash receipts and
(page 39) observes that: “Most companies payments);
did a good job of describing their risks and • credit risk (amounts, concentrations,
uncertainties, and provided information on collateral);
their mitigating strategies.” • off-balance sheet risk;
• financial instruments risk;
The current literature has shown that • market risk (interest rate risk, foreign
inadequate disclosure of business risks can exchange risk, market value fluctuations);
prompt investors and other stakeholders • the risks due to concentration in enterprise
to make inappropriate risk-return trade- assets, customers or suppliers that would
offs when making economic decisions. The be considered unusual in that industry
importance of such disclosures is recognized even if they are normal for a particular
by the Canadian Securities Administrators, enterprise. Such concentrations, even if
who require it under NI 51-102F1.9 they have some upside potential, might
also contribute to downside risk beyond
Study Group Deliberations what a reasonably informed reader of the
Every business has its risks and uncertainties. financial statements might expect;
Some are manageable, others less so. • critical accounting estimates, including
Management generally attempts to protect describing their significance to the
its business in several ways. With foreign financial statements, assumptions and
exchange, it will hedge currencies; with methodology of calculation and any
interest rates, it will secure fixed-rate uncertainties affecting the methodology
financing on long-term debt; with product or the assumptions described (why the
liability, it will emphasize quality control accounting estimate may change from
and carry product liability insurance. Even period to period and have a material
in sales, it may refuse substantial orders impact on the financial presentation would
when the credit worthiness of a customer is also be discussed, along with a sensitivity
questionable. analysis quantifying the impact to the
financial statements due to changes in
Uncertainties about the nature of operations assumptions);
might include: • any other key factors susceptible to
• risks typical of companies in the same change that would have a significant
industry (for example, economic trends effect on a company’s financial position,
such as downturn or recession); near-term cash flows or results of
• risks pertaining to a company’s operations, operations.
products or services, whether voluntarily

Corporate Reporting to Stakeholders


Uninsured risks of future material losses might Illustrative Examples
include: C7-Finning International Inc., 2005 Annual
• the actual or potential effects of risks Report (comment)
(such as those related to: torts; theft of,
damage to, expropriation of, or destruction C7-Petro-Canada, 2005 Annual Report
of assets; business interruption; errors (explanation)
or omissions; injuries to employees; or
Acts of God) on a company’s historical or C7-National Bank of Canada, 2005 Annual
planned operations, including exposure to Report (analysis)
losses from claims, curtailment of research
and development or manufacturing, or
contraction or cessation of other activities,
such as discontinuance of a product line;
• current insurance coverage by major C8 — FINANCIAL AND OPERATING
categories of risk without necessarily OBJECTIVES
quantifying such coverage or changes in Definition
coverage; This type of information complements the
• recent claims experience; corporate mission in A2 by quantitatively
• a description of the risk management disclosing the financial and operating
programs. objectives for the ensuing fiscal year by major
industry segment along with the related
Some companies, however, object to strategy for meeting those objectives.
disclosing information on risk and uncertainty,
stating that: Survey Results
• there may be overriding competitive According to the annual report survey results
benefits to maintaining the privacy of such in Chapter 4 and Appendix B, less than three-
information; quarters (73%) of the companies provided
• management has relatively little such information in 2004-2005. Although it
experience in determining and reporting was sometimes included in the president/CEO
on such matters; letter, it was most commonly found in the
• different companies have widely varying segment review of operations.
degrees of exposure to risk; disclosure of
significant risks may adversely affect a According to the website survey results
company’s cost of capital. presented in Chapter 12 and Appendix D,
only 7% of the companies provided such
Study Group Proposal information on their investor relations
In the Study Group’s view, it is essential webpage or elsewhere.
to give investors and other stakeholders
information on risks and uncertainties that Other Sources of Reference
could have a major impact on financial The Corporate Reporting Awards 2006 (page
position or operating results. 39) notes that: “All companies provided
information on achievements. Few provided
specific information on their goals.” It also
states that: “Winning companies provided
specific information on their achievements
(and disappointments), compared with

Chapter 7 / Review of Operations — Part C


previously published specific goals. Specific • Missing targets may increase the volatility
future short and long-term goals were also in the stock price.
discussed. While there were more specific • Disclosure of sensitive information
score cards this year, there are more may place a company at a competitive
improvements that can be made in this area.” disadvantage.
• Other companies in the industry may not
Study Group Deliberations disclose objectives.
Financial and operating objectives provide
a short-term perspective on the corporate Study Group Proposal
mission statement. These objectives may be In the Study Group’s view, it is essential
presented at the company or segmented level to inform investors and other stakeholders
and be general in nature or specific to the about the company’s financial and
industry. operating objectives for the ensuing
fiscal year.
Objectives and the strategy for meeting
those objectives vary considerably from one Illustrative Examples
company to another and across different C8-Warnex Inc., 2005 Annual Report
industries. Financial objectives, such as the (comment)
policy on dividends, rate of return and debt
ratio, should be stated explicitly. Investors C8-Canadian Natural Resources Limited, 2005
want to know what to expect from a Annual Report (explanation)
company in exchange for their investment.
They also want to know how much exposure C8-Transat A.T. Inc., 2005 Annual Report
a company is willing to risk to meet (analysis)
shareholder expectations. To help investors
judge the amount of risk involved, it is better
for management to disclose their objectives,
and then perhaps not attain them, than to
leave investors and other stakeholders in the C9 — PERFORMANCE COMPARED
dark about intentions for the coming year. TO OBJECTIVES
In this vein, it is also important to disclose Definition
potential threats to achieving goals and This type of information depicts, by major
objectives in the current year and to explain industry segment, a company’s performance
why the previous year’s targets were not in relation to the financial and operating
achieved (see C9). objectives established in the previous fiscal
year (see C8).
Nonetheless, there are problems in disclosing
financial and operating objectives: Survey Results
• The objectives may be difficult to According to the annual report survey results
communicate. in Chapter 4 and Appendix B, only about
• Some companies may not have one-third (37%) of the companies provided
established formal objectives. information on performance compared
• Management may be reluctant to to objectives in 2004-2005. When it was
disclose objectives if they are then provided, the comparison was usually set out
held accountable for them, especially if separately.
earnings are unpredictable.

Corporate Reporting to Stakeholders


According to the website survey results Information on performance in meeting
presented in Chapter 12 and Appendix D, previously defined objectives permits
only 4% of the companies provided such investors to appraise management’s ability
information on their investor relations to forecast, identify problems that may have
webpage or elsewhere. prevented the achievement of projected
performance and to estimate the likely future
Other Sources of Reference trend of financial returns. Furthermore, it
The Corporate Reporting Awards 2006 is necessary to evaluate the achievement
(page 39) observes that: “All companies of management’s previous forecasts to
provided information on achievements. Few assess the creditability of the company’s
provided specific information on their goals. future financial and operating objectives.
…While there were more specific score cards Understanding the likelihood of achieving
this year, there are more improvements future objectives is crucial for investors and
that can be made in this area.” It went other stakeholders.
on to say: “Winning companies provided
specific information on their achievements Reporting performance against objectives can
(and disappointments), compared with be difficult, however, because:
previously published specific goals. … • Performance may be difficult to
Specific future short and long-term goals communicate.
were also discussed. They also reviewed past • Some companies may not identify key
performance compared with goals/objectives/ drivers (such as non-GAAP measures)
targets, and provided reasons for variances.” or have established performance
measurement systems.
AR TRENDS 2005 (page 12) states that: • Management may not want to be held
“Measuring today’s performance against accountable for not meeting targets.
yesterday’s objectives, explaining the • It may place a company at a competitive
significance of each target and discussing disadvantage.
the efforts dedicated to their achievement
can be as important to building investor trust Study Group Proposal
as actually achieving your goals. Scorecards In the Study Group’s view, it is essential to
can provide investors with a concise, ongoing inform investors and other stakeholders
comparison of objectives and achievements.” about the company’s performance
The Canadian Securities Administrators compared to objectives established in the
recognize the importance of such disclosures, previous fiscal year.
requiring them in NI 51-102F1.10
Illustrative Examples
Study Group Deliberations C9-Transat A.T. Inc., 2005 Annual Report
The quality of management cannot be (comment)
measured merely in financial terms. Investors
are interested in assessing the performance C9-TELUS Corporation, Financial Review,
of a company not only in absolute numerical 2005 Annual Report (explanation)
terms but also by comparison to their own
expectations, to past expectations expressed C9-Inmet Mining Corporation, 2005 Annual
by management and to the performance Report (analysis)
of other companies in the same or other
industries.

Chapter 7 / Review of Operations — Part C


sectors, failure to keep pace with the rate of
innovation of competitors is likely to lead to a
C10 — RESEARCH AND steady, if not sharp, decline. R&D expenditure,
DEVELOPMENT therefore, is of great interest to investors.
Definition
Information on research and development Study Group Proposal
(R&D) encompasses: In the Study Group’s view, providing
• a discussion of the R&D activities stakeholders with information about
underway; research and development is discretionary.
• a description of significant new products When a company discloses such
and processes; information, it would normally explain
• disclosure of the amounts expensed and/ current activities, significant new products
and processes and amounts expensed
or capitalized on R&D during the fiscal
and/or capitalized during the fiscal year.
year.

Survey Results Illustrative Examples


According to the survey results in Chapter C10-Carmanah Technologies Corporation,
4 and Appendix B, less than half (43%) of 2005 Annual Report (comment)
the companies provided such information
in 2004-2005. Disclosures varied widely by C10-DALSA Corporation, 2005 Annual Report
industry. Most resource companies disclosed (explanation)
this information whereas most of the financial
services companies did not. It was usually C10-Biovail Corporation, 2005 Annual Report
included in the segment review of operations. (analysis)

According to the website survey results


presented in Chapter 12 and Appendix D, 23%
of the companies provided such information
on their investor relations webpage or C11 — SIGNIFICANT AGREEMENTS
elsewhere. AND CONTRACTS
Definition
Other Sources of Reference This type of information (normally disclosed
Research has shown that individual investors, in C1 or C2) discusses major agreements
institutional investors and financial analysts (whether approved, pending or expiring) and/
consider information on planned research and or major contracts (for example, operating,
development useful. For certain industries, sales, consulting) that could have a significant
such as natural resources, this information impact on the company’s current/future
is crucial to informed decision making. The operations or profitability.
importance of such disclosures is recognized
by the Canadian Securities Administrators, Survey Results
who require it under NI 51-102F1.11 According to the survey results in Chapter
4 and Appendix B, nearly all (95%) of the
Study Group Deliberations companies provided such information in
The future prosperity of many companies 2004-2005, usually in the president/CEO
depends on the success of their research and letter (as part of the outlook), the general
development programs. In many industry review of operations or the segment review.

Corporate Reporting to Stakeholders


Other Sources of Reference Study Group Proposal
Disclosing information on significant In the Study Group’s view, it is important
agreements and contracts is reinforced by the to give stakeholders information
accounting standards on contingencies and about significant agreements and
contractual obligations in the CICA Handbook. contracts — whether approved, pending
The importance of such disclosures is or expiring — that will have an impact on
current or future operations or profitability.
recognized by the Canadian Securities
Administrators, who require it under NI
51-102F1.12 Illustrative Examples
C11-SNC-Lavalin Group Inc., 2005 Annual
Study Group Deliberations Report (comment)
Investors and other stakeholders need
to be made aware of key factors that are C11-Biovail Corporation, 2005 Annual Report
susceptible to change or that would have a (explanation)
significant effect on a company’s financial
position, near-term cash flows or results of C11-Angiotech Pharmaceuticals Inc., 2005
operations. Such information provides a basis Annual Report (analysis)
for assessing present and potential risks,
profitability and future prospects. It may also
help in evaluating financial stability, solvency
and liquidity.
C12 — INDUSTRY SPECIFIC DATA
In this regard, investors are interested Definition
in knowing the particulars of any major Industry specific information (which
agreements, contractual obligations or supplements A10 commentary on the industry
commitments that are significant for the and economy) encompasses matters that
current financial position or anticipated future are of particular interest or are unique for an
operations. Significant obligations may include: industry classification.
• commitments that involve a high degree
of speculative risk, where the taking of Survey Results
such risks is not inherent in the nature of According to the survey results in Chapter 4
the business; and Appendix B, the vast majority (86%) of
• commitments to make expenditures that the companies provided such information in
are abnormal in relation to the financial 2004-2005, most often in the segment review
position or unusual business operations or following the audited financial statements.
(for example, substantial capital asset
expenditures); Other Sources of Reference
• commitments to issue shares; For certain regulated industries, such as
• commitments that will govern the level of communications and utilities, the governing
a certain type of revenue or expenditure legislation mandates disclosure of such
for a considerable period into the future. information. For other industries, particularly
natural resources such as oil and gas
and financial institutions, providing such
information is a regulatory requirement. The
Canadian Securities Administrators require

Chapter 7 / Review of Operations — Part C


disclosure of such information under NI • construction and development
51-102F1.13 industry — projects underway or planned,
backlog, leasebacks and forward
Study Group Deliberations contracts;
As noted previously, different industries may • transportation industry — areas served
have unique rates of profitability, economic and type of service, equipment details
prospects, types and degrees of risk, and (including owner-driver arrangements),
capital investment requirements. To more load factors and appropriate performance
readily understand the operating, investing indicators, equipment financing and
and financing activities, and to make valid depreciation details, fuel costs;
comparisons with similar entities within an • financial services industry — major
industry, investors and other stakeholders sources of profits, non-banking activities
may benefit from disclosure of industry and contribution to profit and assets,
specific data. non-performing loans, restructured loans,
foreign loans and allowance for credit
Industry specific data includes, for example: losses;
• mining industry — products in various • communications industry — details of
stages of production, basis of sale, publication or media interests, including
long-term contracts, exploration results circulation or rating figures, revenues from
and costs capitalized, taxation basis, sales and advertising by publication.
established reserves, location, size and
nature of interest in significant properties, Study Group Proposal
price trends in commodity markets; In the Study Group’s view, it is important
• oil and gas industry — production volumes, to provide stakeholders with industry-
wells drilled and success rates, significant specific data on matters of particular
oil and gas properties, facilities and interest for the industry classification.
infrastructure, location of important
producing wells, proved and probable Illustrative Examples
reserves, undeveloped land, royalty rates, C12-Legacy Hotels Real Estate Investment
exploration and development expenditure; Trust, 2005 Annual Report (comment)
price trends in commodity markets;
• agricultural industries — production and C12-Baytex Energy Trust, 2005 Annual Report
sales quotas, price trends in commodity (explanation)
markets, livestock statistics, location of
properties and basis of valuation, seasonal C12-Toronto Dominion Bank, 2005 Annual
conditions; Report (analysis)
• retail and wholesale trade
industry — turnover, the number, size
and location of outlets, stores under
construction or proposed;

Corporate Reporting to Stakeholders


CONCLUSION providing: forward-looking information, risks
The third major category of information in and uncertainties, financial and operating
the Framework for Corporate Reporting is objectives, performance compared to
the Review of Operations. It discusses what objectives, research and development,
the company has done and plans to do and significant agreements and contracts, and
whether it has the necessary financial and industry specific data.
other resources to achieve its goals. The
Study Group concluded that companies Appendix C offers guidance for
should consider providing information on: communicating such information. It poses a
overall review and interpretation, segment series of questions that merit consideration
review of operations, production information, if corporate reporting is to meet, more
competitive conditions and response to effectively, the information needs of investors
change. In addition, they should consider and other stakeholders.

Chapter 7 / Review of Operations — Part C


Notes:

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.

Corporate Reporting to Stakeholders


Chapter 8

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

FINANCIAL SUMMARY AND ANALYSIS

D1 — Analysis of Operating Results


D2 — Segment Analysis
D3 — Analysis of Financial Position
D4 — Capital Investments and Expenditures
D5 — Analysis of Cash Flows
D6 — Liquidity
D7 — Quarterly Financial Information
D8 — Accounting Policy Changes Not Yet Implemented
D9 — Statement of Management’s Responsibility
D10 — Financial Statements/Auditor’s Report
D11 — Historical Summary
D12 — Performance Measures
D13 — Share Data

This chapter defines each type of information and surveys


current practice. It considers various reference sources,
as well as authoritative pronouncements and regulatory
requirements, if any. The Study Group’s deliberations and
proposals on the relative importance to investors and
other stakeholders follows, along with illustrative examples
of the different levels of disclosure discussed in Chapter
4 — comment, explanation and analysis.

Corporate Reporting to Stakeholders


support. This year, almost 100% of companies
positioned the MD&A ahead of the financial
D1 — ANALYSIS OF OPERATING statements.”
RESULTS
Definition Research has shown that investors and other
This information offers a comparative stakeholders value management’s discussion
discussion and analysis of operating results of the current year’s operations and that the
for the past two fiscal years. It would Canadian Securities Administrators recognize
normally include descriptions and amounts of the importance of such disclosures by
unusual or infrequent events or transactions, requiring them under NI 51-102F1.1
or any economic changes that have had (or
could have) a significant impact on continuing Study Group Deliberations
operations. The financial statements are essential to
investor and other stakeholder decision
The analysis would explain why changes have making. There are practical constraints,
occurred, or expected changes have not however, on the amount of information that
occurred, in the results of operations. Industry those statements can effectively convey.
and economic factors affecting performance Furthermore, important transactions, events
would be discussed. In addition, the impact and conditions are not always fully reflected
on continuing operations of any acquisition, in the financial statements, and some are
disposition, write-off, abandonment or other not easily expressed in dollar amounts.
similar transaction would be considered, as Therefore, management’s analysis is crucial
well as the effect of discontinued operations to interpreting increasingly complex financial
on current operations. statements and helping readers understand
operating results during a time of changing
Survey Results accounting regulations.
According to the annual report survey
results in Chapter 4 and Appendix B, all of Such an analysis allows management the
the companies disclosed this information in opportunity to explain, in narrative form, its
2004-2005. Some companies incorporated current operating results in comparison with
it into the overall review of operations or the prior year, any unusual or infrequent
the segment review, but most provided it in events or transactions, or any significant
a separate section just before the financial economic changes that have had (or could
statements. have) a significant impact on continuing
operations. Clearly, positioning this
According to the website survey results commentary beside the earnings statement
presented in Chapter 12 and Appendix D, would help readers put the numbers in
only 4% of the companies provided such perspective.
information on their investor relations
webpage or elsewhere. Study Group Proposal
In the Study Group’s view, it is essential
Other Sources of Reference to give investors and other stakeholders
The Corporate Reporting Awards 2006 (page a comparative discussion and analysis
39) observes that: “The MD&A has become of operating results with a focus on any
the prime financial information document changes in revenues and expenses over
with the financial statements following in the past two fiscal years.

Chapter 8 / Financial Summary and Analysis — Part D


Illustrative Examples they use segment data to measure trends
D1-National Bank of Canada, 2005 Annual and assess risks. The Canadian Securities
Report (comment) Administrators require disclosure of segment
information under NI 51-102F1. 2
D1-Clearwater Seafoods Income Fund, 2005
Annual Report (explanation) Study Group Deliberations
Financial statements provide information
D1-CGI Group Inc., 2005 Annual Report about conditions, trends and ratios that
(analysis) assists in predicting cash flows and
assessing earnings and financial position.
These assessments may be complicated
when a company’s activities branch out into
different industries and geographic areas
D2 — SEGMENT ANALYSIS with different rates of profitability, types
Definition and degrees of risk, capital investment
This quantitative analysis, by industry requirements and economic prospects.
segment and/or geographic area,
supplements the qualitative discussion Investors and other stakeholders have
under the segment review of operations indicated that disaggregation of a
(see C2) and the required disclosures in company’s total financial statement data,
the notes to financial statements. It would providing information about its industry
normally present key statistics such as gross and geographic segments, is an important
revenues, significant capital and operating supplement to the aggregated data. Segment
expenditures, operating income, return on reporting is necessary not only for a proper
shareholders’ equity and capital employed, understanding of a diversified company, but
and total assets. also for comparison with other companies
in the same industry, with industry data
Survey Results and with economic data. Presenting such
According to the annual report survey information provides a backdrop for
results in Chapter 4 and Appendix B, most management’s analytical discussion and
(90%) of the companies provided segment analysis.
analysis information in 2004-2005, generally
in the segment review of operations or in a Study Group Proposal
separate financial review section immediately In the Study Group’s view, it is
preceding the audited financial statements. essential to provide investors and other
stakeholders with a segment analysis
According to the website survey results covering key statistics, such as gross
presented in Chapter 12 and Appendix revenues, significant capital and
D, none of the companies provided such operating expenditures, operating
income, return on shareholders’ equity
information on their investor relations
and capital and total assets.
webpage or elsewhere.

Other Sources of Reference


Research has shown that security analysts
and portfolio managers want their financial
information disaggregated. In particular,

Corporate Reporting to Stakeholders


Illustrative Examples section immediately preceding the financial
D2-Transat A.T. Inc., 2005 Annual Report statements.
(comment)
According to the website survey results
D2-Finning International Inc., 2005 Annual presented in Chapter 12 and Appendix D,
Report (explanation) only 2% of the companies provided such
information on their investor relations
D2-Inmet Mining Corporation, 2005 Annual webpage or elsewhere.
Report (analysis)
Other Sources of Reference
The Corporate Reporting Awards 2006 (page
39) observes that: “The MD&A has become
the prime financial information document
D3 — ANALYSIS OF FINANCIAL with the financial statements following in
POSITION support. This year, almost 100% of companies
Definition positioned the MD&A ahead of the financial
This information encompasses a comparative statements.”
discussion and analysis of financial position
with a focus on changes in the assets and Research has shown that investors and other
liabilities for the past two fiscal years (see C1). stakeholders value management’s discussion
It would normally include descriptions and of changes that have occurred in corporate
amounts of unusual or infrequent events or assets and liabilities. The Canadian Securities
transactions, or economic changes that have Administrators recognize the importance of
had (or could have) a significant impact on such disclosures under NI 51-102F1.3
continuing operations.
Study Group Deliberations
The analysis would explain why changes The balance sheet is a snapshot of a
have occurred, or expected changes have company’s financial position at the end
not occurred, in a company’s financial of a financial year. Despite the increasing
condition. Liquidity and capital resources complexity and frequency of changes in
(see D6) would also be discussed, as well accounting standards, there are practical
as any restrictions on the flow of funds constraints on how much information
from one part of the company’s business to can be effectively conveyed in a balance
another. Any off-balance sheet arrangements sheet. Certain transactions, events and
affecting the results of financial condition, conditions may not be fully reflected in
liquidity and capital resources would also be the statement (for example, off-balance
discussed in detail. sheet financing); others may not be easily
expressed in dollar amounts. Therefore, to
Survey Results adequately understand and assess investing
According to the annual report survey results and financing activities, users need further
in Chapter 4 and Appendix B, the vast interpretation and analysis. Placing this
majority of companies (95%) disclosed this commentary beside the balance sheet would
information in 2004-2005. Although some help readers put the numbers in perspective.
companies incorporated it into the overall
review of operations or the segment review,
most provided this analysis in a separate

Chapter 8 / Financial Summary and Analysis — Part D


Study Group Proposal • anticipated future impact on operations
In the Study Group’s view, it is essential to (see C1).
provide investors and other stakeholders
with a comparative discussion and Disclosures about capital investments and
analysis of financial position with a focus expenditures might also include:
on changes in assets and liabilities for • a description of main projects, including
the past two fiscal years, explaining why their cost, estimated additions to
changes have occurred, or expected
capacity and estimated direct effect on
changes have not occurred, in their
financial condition. employment;
• a discussion of announced mergers,
acquisitions and divestitures, including
Illustrative Examples their cost and estimated direct effect on
D3-Catalyst Paper Corporation, 2005 Annual employment;
Report (comment) • the nature of a company’s involvement,
if any, with federal, provincial or local
D3-SNC-Lavalin Group Inc., 2005 Annual government (for example, capital grants,
Report (explanation) loan guarantees).

D3-Brookfield Asset Management Inc., 2005 Survey Results


Annual Report (analysis) According to the survey results in Chapter
4 and Appendix B, nearly all (97%) of the
companies provided some information on
capital investments and expenditures in
2004-2005. This information was most
D4 — CAPITAL INVESTMENTS AND commonly found in the overall review of
EXPENDITURES operations, in the segment review or in the
Definition financial review immediately preceding the
This information discusses, quantifies and audited financial statements.
assesses capital expenditures on a timely
basis. Capital expenditures cover fixed asset Other Sources of Reference
purchases, business acquisitions, increases Several studies have commented on the
in investment holdings and other business importance of capital expenditure information.
development initiatives. Relevant disclosures One reason for not providing such
would include: information is the potential adverse financial
• actual capital expenditures for the period, consequences that may flow from disclosing
why they deviated from those planned, sensitive information to competitors.
and related source of financing; Nevertheless, CICA Handbook-Accounting
• the nature and purpose of planned capital recommendations require the disclosure of
expenditures and related sources of this information, for example, in the statement
financing; of cash flows, as do the Canadian Securities
• expenditures that are necessary, but not Administrators under NI 51-102F1.4
yet committed, to maintain a company’s
capacity for planned growth or to fund Study Group Deliberations
development activities; Different industries have different capital
• expected effect on liquidity and cash flow investment requirements. Indeed, some
(see D6); industries (for example, utilities, transportation

Corporate Reporting to Stakeholders


and communications and natural resources) Survey Results
are capital intensive and growth is a function According to the annual report survey
of the amount of capital invested prudently. results in Chapter 4 and Appendix B, more
To assess continued viability and profitability, than three-quarters (78%) of the companies
management stewardship and future disclosed this information in 2004-2005.
prospects, investors and other stakeholders Some companies incorporated it into the
need information about planned and actual overall review of operations or the segment
capital expenditures, the related sources of review, but most provided it in a separate
financing and the anticipated future impact on section immediately preceding the financial
operations (for example, liquidity, cash flow). statements.

Study Group Proposal According to the website survey results


In the Study Group’s view, it is important presented in Chapter 12 and Appendix D,
to provide stakeholders with a review only 1% of the companies provided such
of capital investments and expenditures information on their investor relations
covering fixed asset purchases, business webpage or elsewhere.
acquisitions, increases in investment
holdings and/or other business Other Sources of Reference
development initiatives.
The Corporate Reporting Awards 2006
(page 39) observes that: “The MD&A has
Illustrative Examples become the prime financial information
D4-Compton Petroleum Corporation, 2005 document with the financial statements
Annual Report (comment) following in support. This year, almost 100%
of companies positioned the MD&A ahead
D4-AltaGas Income Trust, 2005 Annual of the financial statements.” In this regard,
Report (explanation) research has shown that investors and other
stakeholders value management’s discussion
D4-CAE Inc., 2005 Annual Report (analysis) of any changes in assets and liabilities. The
Canadian Securities Administrators require
such disclosures under NI 51-102F1.5

Study Group Deliberations


D5 — ANALYSIS OF CASH FLOWS The cash flow statement provides a great deal
Definition of information and answers certain questions
This information encompasses a comparative that the other statements do not. Specifically,
discussion and analysis of cash flows for it shows how operations were funded — where
the past two fiscal years. It would normally the money came from and where it went — and
include descriptions and amounts of any the effects on cash (and cash equivalents) of a
unusual or infrequent events or transactions, company’s operating, investing and financing
or any economic changes that have had (or activities for the year. Investors and other
could have) a significant effect on continuing stakeholders can benefit from management’s
operations. analysis to assess a company’s ability to
generate positive future cash flows, discharge
its liabilities and pay dividends.

Chapter 8 / Financial Summary and Analysis — Part D


Study Group Proposal financial review section preceding the audited
In the Study Group’s view, it is essential to financial statements.
provide investors and other stakeholders
with a comparative discussion and According to the website survey results
analysis of cash flows for the past two presented in Chapter 12 and Appendix D,
fiscal years, including descriptions and only 9% of the companies provided such
amounts of unusual or infrequent events information on their investor relations
or transactions, or any economic changes
webpage or elsewhere.
that have had (or could have) a significant
effect on continuing operations.
Other Sources of Reference
Research has shown that investors and
Illustrative Examples other stakeholders need information on
D5-Transat A.T. Inc., 2005 Annual Report liquidity. Some would argue, however, that
(comment) potential adverse financial consequences may
flow from disclosing sensitive information
D5-Barrick Gold Corporation, 2005 Annual to investors, creditors, regulators and
Report (explanation) competitors. Nevertheless, the Canadian
Securities Administrators require this
D5-SNC-Lavalin Group Inc., 2005 Annual disclosure under NI 51-102F1.6
Report (analysis)
Study Group Deliberations
Users — especially creditors — are interested
in liquidity information because their overall
concern is whether a company can repay its
D6 — LIQUIDITY debts and meet its obligations over both the
Definition long and short term. This means comparing
Liquidity refers to a company’s ability to the capital a company has available with its
generate sufficient amounts of cash or cash obligation to repay debts.
equivalents to fund planned growth and
development (also see D5, analysis of cash To assess the ongoing viability of a company’s
flows). A discussion of liquidity would include operations, the following information is
working capital requirements, sources of needed:
funding and anything that could affect those • capital structure and changes in
sources. If a company has, or expects to have, shareholders’ equity;
a working capital deficiency, it would also • available credit facilities (for example, lines
disclose its ability to meet obligations as they of credit);
become due and how it expects to resolve the • changes in cash position (working capital/
deficiency. Any restrictions on the ability to cash available/cash requirements);
transfer funds within the company would also • capital and financing arrangements
be disclosed. (current and proposed);
• the impact of anticipated repayments/
Survey Results redemptions of debt/equity on liquidity/
According to the annual report survey results financial condition;
in Chapter 4 and Appendix B, nearly all (99%) • major problems/constraints regarding
of the companies provided at least some of liquidity/financing (for example,
this information in 2004-2005, usually in the regulatory, defaults);

Corporate Reporting to Stakeholders


• trends/mix of financial instruments (both • identification of significant interim
on and off-balance-sheet) and their use in accounting principles that vary from those
hedging various types of business risk (for used at year end (or, alternatively, any
example, credit, interest rate, exchange restatement of quarterly reports to the
rate and commodity price). year-end accounting basis);
• a reconciliation of amounts previously
Study Group Proposal reported, along with an explanation of any
In the Study Group’s view, it is essential differences (for example, the nature and
for companies to give investors and other aggregate effect of any adjustments that
stakeholders information about liquidity, are material to any quarter);
including working capital requirements, • a brief management commentary on
sources of funding and the circumstances quarterly operating results and major
that could affect those sources, their developments.
ability to meet obligations as they become
due and how they expect to resolve any
Survey Results
deficiencies and any restrictions on the
ability to transfer funds within them. According to the annual report survey results
in Chapter 4 and Appendix B, nearly all
(99%) of the companies provided unaudited
Illustrative Examples quarterly information in 2004-2005. Although
D6-Solana Resources Limited, 2005 Annual this information was sometimes included in
Report (comment) notes to financial statements (and identified
as unaudited), it usually was found in a
D6-Precision Drilling Corporation, 2005 separate schedule immediately after the
Annual Report (explanation) audited financial statements or as part of the
historical summary.
D6-Saputo Inc., 2005 Annual Report (analysis)
According to the website survey results
presented in Chapter 12 and Appendix D, 45%
of the companies provided such information
on their investor relations webpage or
D7 — QUARTERLY FINANCIAL elsewhere.
INFORMATION
Definition Other Sources of Reference
Quarterly financial information (on a segment Research has shown that investors and
basis where appropriate) would encompass: other stakeholders find quarterly financial
• total revenue or net sales; information useful for decision making. At
• net income in total and on a per-share and a minimum, Canadian public companies are
diluted per share basis and earnings-per- legally required to issue quarterly interim
share; reports on a fiscal year-to-date basis within
• net income before discontinued operations 45 days of the end of the first three quarters.
and extraordinary items, in total and on a The Canadian Securities Administrators require
per-share and diluted per share basis; such disclosures under NI 51-102F1.7
• nonrecurring or exceptional income/
expense items (for example, disposal of a Study Group Deliberations
business segment); Interim financial reporting provides a
continuous source of financial information

Chapter 8 / Financial Summary and Analysis — Part D


that can influence both investment and credit
decisions. Investors, creditors, governments
and society in general will be more effective D8 — ACCOUNTING POLICY
in allocating scarce resources among CHANGES NOT YET IMPLEMENTED
competing uses if relevant information is Definition
available for evaluating alternative courses of This information covers any significant
action and the expected returns, costs and changes in accounting policies and their
risks. Management commentary on quarterly estimated impact on future operating results.
operating results and major developments It may also encompass a reconciliation of any
provides continuity between the results important differences between Canadian and
reported in quarterly reports and the results US GAAP or international financial reporting
for the full fiscal year. standards (IFRS).

Although many companies issue quarterly Survey Results


reports, there is no legal requirement to issue According to the annual report survey
separate fourth quarter reports. Consequently, results in Chapter 4 and Appendix B, nearly
the annual results need to be linked with the all (99%) of the companies provided such
reported results for the first three quarters so information in 2004-2005, generally in the
that users can understand what happened in financial analysis section of the annual report
the fourth quarter. immediately preceding the audited financial
statements.
Study Group Proposal
In the Study Group’s view, it is important According to the website survey results
that companies provide stakeholders presented in Chapter 12 and Appendix
with quarterly financial information, such D, none of the companies provided such
as total revenue or net sales, net income information on their investor relations
in total and on a per-share and diluted- webpage or elsewhere.
per-share basis, earnings-per-share, net
income before discontinued operations
Other Sources of Reference
and extraordinary items, in total and on
Research has shown that the usefulness of
a per-share and diluted-per-share basis,
nonrecurring or exceptional income/ financial statements is enhanced by disclosure
expense items, a reconciliation of amounts of a company’s significant accounting policies
previously reported along with an (usually in a separate summary cross-
explanation for any differences, and a brief referenced to the financial statements or in
commentary on fourth quarter operating notes to financial statements). In addition
results and major developments. to being advised of the current accounting
policies, investors and other stakeholders also
Illustrative Examples need to know about any changes in those
D7-Catalyst Paper Corporation, 2005 Annual policies and their estimated impact on future
Report (comment) operating results. The Canadian Securities
Administrators require such disclosures under
D7-Biovail Corporation, 2005 Annual Report NI 51-102F1.8
(explanation)
Study Group Deliberations
D7-PROGRESS ENERGY TRUST, 2005 Annual Information on accounting policies and
Report (analysis) estimates is fundamental to understanding,

Corporate Reporting to Stakeholders


assessing and interpreting a company’s • the role and duties of the audit committee;
activities. So is information on accounting • the company’s code of ethics.
changes and their impact on operating
results for the current and future years. For Survey Results
multinational companies in particular, this According to the annual report survey results
may require a reconciliation of any important in Chapter 4 and Appendix B, nearly all (99%)
differences between Canadian and US GAAP of the companies provided such information
or Canadian GAAP and international financial in 2004-2005, usually immediately preceding
reporting standards (IFRS) so that users can the financial statements, often on the same
understand the impact of those differences on page as the auditor’s report.
the reported financial results.
According to the website survey results
Study Group Proposal presented in Chapter 12 and Appendix
In the Study Group’s view, it is essential D, none of the companies provided such
to give investors and other stakeholders information on their investor relations
information about accounting policy webpage or elsewhere.
changes not yet implemented and their
estimated impact on future operating Other Sources of Reference
results including, where applicable, a CICA Handbook Accounting Guideline No. 7,
reconciliation of any important differences
“The Management Report” states (paragraph
between Canadian and US GAAP or
3):
international financial reporting standards
(IFRS).
The Accounting Standards Board is of
the opinion that, when an entity’s annual
Illustrative Examples financial statements are distributed widely, a
D8-Cascades Inc., 2005 Annual Report management report should be presented. An
(comment) entity’s financial statements are considered to
be distributed widely when, for example, its
D8-George Weston Limited, 2005 Annual securities are traded in a public market, it is
Report (explanation) required to file financial statements annually
with a securities commission, or its financial
D8-Domtar Inc., 2005 Annual Report statements are distributed to members or
(analysis) policyholders in the case of an entity such as a
credit union or a life insurance enterprise.

The Accounting Guideline indicates that the


report should cover the following:
D9 — STATEMENT OF • Financial statements — the preparation and
MANAGEMENT’S RESPONSIBILITY presentation of the financial statements,
Definition including responsibility for significant
In addition to management’s responsibility for accounting judgments and estimates.
the preparation of the financial statements
(see D10), this information may discuss: • Specialists’ reports — in certain
• estimates and judgments required (see D8); circumstances, an annual report containing
• internal control; financial statements and other financial
• the external auditor’s responsibility and role; information includes a report signed by

Chapter 8 / Financial Summary and Analysis — Part D


someone with specialized expertise in a a reference to estimates and judgments
particular field. To clarify the respective required, representations on internal control
responsibilities of management and a processes, including internal control over
specialist, the management report should financial reporting, responsibility for disclosure
describe the role and responsibilities of any controls and procedures, explanation of the
specialist whose report is included in the auditor’s responsibility and role, explanation of
annual report. the role and duties of the audit committee and
reference to a company’s code of ethics.
• Other financial information — the
preparation and presentation of Study Group Proposal
other financial information and its In the Study Group’s view, it is essential to
consistency with the financial statements. provide investors and other stakeholders
Inconsistencies between the financial with a statement of management’s
statements and other financial information responsibility for the financial statements
that accompanies them undermine the and for other information in the corporate
credibility of the financial information report, making reference to estimates and
judgments, internal control, the auditor’s
presented.
and the audit committee’s responsibilities
and roles and corporate ethics.
• Internal control over the financial reporting
process — the development of internal
controls over the financial reporting Illustrative Examples
process designed to provide reasonable D9-ZENON Environmental Inc, 2005 Annual
assurance that relevant and reliable Report (comment)
financial information is produced.
D9-TELUS Corporation, Financial Review,
The Guideline points out that the 2005 Annual Report (explanation)
management report should be presented
separately from, but adjacent to, the financial D9-Freehold Royalty Trust, 2005 Annual
statements. In addition, it should be signed Report (analysis)
by one or more senior officers. It should also
be dated to show which events are covered.
Normally, the date would be the same as the
date of the auditor’s report. D10 — FINANCIAL STATEMENTS /
AUDITOR’S REPORT
Study Group Deliberations Definition
It is imperative that investors and other This information includes the following:
stakeholders clearly understand the roles • financial statements;
and responsibilities of those involved with • auditor’s report;
preparing financial information. Management’s • notes and supporting schedules to
statement of responsibility clarifies that which the financial statements are cross-
management has prepared the financial referenced.
statements in accordance with generally
accepted accounting principles and is Financial statements normally include a
responsible for all information disclosed in the balance sheet, income statement, statement
annual report. In addition, other information of retained earnings and cash flow statement.
in the management report might include Comprehensive income and its components

Corporate Reporting to Stakeholders


are also presented in a statement displayed Administrators require the disclosure of the
with the same prominence as the other annual financial statements and the related
statements. Notes to financial statements, auditor’s report under NI 51-102 Continuous
and supporting schedules to which the Disclosure Obligations.11
financial statements are cross-referenced,
are an integral part of such statements. The Study Group Deliberations
same does not apply to information set out Addressing the content of financial statements
elsewhere in an annual report, in a prospectus is outside the scope of this Research Study.
or in other material attached to or submitted Nonetheless, it is important to acknowledge
with financial statements.9 that financial statements are a focal point
for other information in corporate reports.
Survey Results The CICA Handbook-Accounting notes that
According to the survey results in Chapter “Financial statements form part of the process
4 and Appendix B, all of the companies of financial reporting that includes also, for
provided financial statements and an auditor’s example, information in annual reports outside
report in 2004-2005, generally in the latter the financial statements and in prospectuses
part of the annual report, after the president/ and in funding proposals.” 12
CEO letter, the general review of operations
and the segment review, but preceding the The Handbook also states that “The objective
supplementary information. of financial statements is to communicate
information that is useful to investors,
According to the website survey results members, contributors, creditors and other
presented in Chapter 12 and Appendix D, 96% users in making their resource allocation
of the companies provided such information decisions and/or assessing management
on their investor relations webpage or stewardship.” Consequently, financial
elsewhere. statements provide information about a
company’s:
Other Sources of Reference a) economic resources, obligations and
The Corporate Reporting Awards 2006 equity/net assets;
notes (page 39) that: “Financial statement b) changes in economic resources,
measurements and disclosures are governed obligations and equity/net assets; and
by statutory requirements, including CICA c) economic performance.” 13
accounting standards. Winners added
dimension and attention with smart Resource allocation decisions involve the
formatting and creative use of colour, type use of financial statements and other
face and captioning.” information for predicting a company’s ability
to earn income and to generate cash flows
Research has shown that, to facilitate user in the future to meet its obligations and to
understanding, interpretation and analysis generate a return on investment. The harder
of a company’s activities, it is necessary it is for users to correlate information with
to present financial statements and note a company’s ability to earn income and
disclosures. To add credibility to the financial generate cash flows, the more uncertainty
statements, an auditor’s report is also and the higher the risk of loss.
necessary. This is evidenced by numerous
studies of user information needs and current
practices in Canada.10 The Canadian Securities

Chapter 8 / Financial Summary and Analysis — Part D


Survey Results
Study Group Proposal
According to the survey results in Chapter 4
In the Study Group’s view, it is essential to
provide investors and other stakeholders and Appendix B, more than three-quarters
with the financial statements and auditor’s (80%) of the companies provided a historical
report. summary in 2004-2005, usually in a table
immediately following the audited financial
statements.
Illustrative Examples
D10-North West Company Fund, 2005 Annual Other Sources of Reference
Report (comment) Research has shown that individual investors,
financial analysts and institutional investors
D10-Clearwater Seafoods Income Fund, 2005 find the historical summary useful for
Annual Report (explanation) decision making. The Canadian Securities
Administrators call for such a summary under
D10-Cameco Corporation, 2005 Annual NI 51-102F1.14
Report (analysis)
Study Group Deliberations
Investors and other stakeholders need a
historical foundation for assessing trends
in profitability and financial condition. A
D11 — HISTORICAL SUMMARY statistical review of at least the previous five
Definition years (preferably covering the full business
This information covers selected financial data cycle) will help provide a clear picture of a
for at least the last five years: company’s operating, financing and investing
• net sales or total revenues; activities.
• income before discontinued operations
and extraordinary items, in total and on a Study Group Proposal
per share and diluted per share basis; In the Study Group’s view, it is important
• total assets; to give stakeholders a historical summary
• long-term financial liabilities, including of selected financial data, such as net
retractable and redeemable preferred sales or total revenues, income before
shares expected to be redeemed; extraordinary items, total assets, long-
• shareholders’ equity; term financial liabilities, preferred shares,
shareholders’ equity, dividends, net
• dividends per share for each class of
earnings and earnings-per-share for at
shares;
least the past five years.
• net earnings;
• earnings-per-share, before and after
extraordinary items, and on a fully diluted Illustrative Examples
basis. D11-Baytex Energy Trust, 2005 Annual Report
(comment)
The historical summary should also include
an explanation of factors that materially D11-Agrium Inc., 2005 Annual Report
affect the comparability of such information (explanation)
(for example, accounting changes, business
combinations, disposal of business operations). D11-Catalyst Paper Corporation, 2005 Annual
Report (analysis)

Corporate Reporting to Stakeholders


Study Group Deliberations
Financial statements are a company’s primary
D12 — PERFORMANCE MEASURES reporting mechanism. Many interested parties,
Definition including investors and creditors, use them
Information on performance measures to evaluate performance and to determine
supplements the financial highlights (A8), overall financial well-being. Users’ decisions,
historical summary (D11) and industry specific however, cannot be made until the financial
data (C12). It would normally encompass statements have been analyzed, often by rule-
standard GAAP-based financial ratio analysis of-thumb measures, review of trends in past
on profitability, solvency, liquidity and performance, comparison with industry norms
productivity measures relevant to the industry and ratio analysis.
involved. It may also include industry-specific
ratio analysis (commonly called non-GAAP Financial ratios are often used to interpret
measures) and other key industry-specific and explain financial statements. They can be
performance indicators. an effective tool for evaluating profitability,
solvency and liquidity. When making
Survey Results investment or credit decisions, users evaluate
According to the annual report survey results a company’s profitability (for example,
in Chapter 4 and Appendix B, nearly all (98%) profit margin, asset turnover, return on total
of the companies provided information on assets), solvency (for example, debt/equity
performance measures in 2004-2005, usually ratio, interest coverage) and liquidity (for
in the financial highlights, the historical example, current ratio, receivable turnover,
summary and in the financial review section inventory turnover).
immediately preceding the audited financial
statements. Some companies provided a In a particular industry, there are probably
separate section on non-GAAP measures, fewer than 10 key statistics that indicate how
along with a reconciliation to GAAP. well a company has performed and what can
be expected. Many of these, such as number
According to the website survey results of customers, sales by type, average daily
presented in Chapter 12 and Appendix D, 52% newspaper circulation, number of employees,
of the companies provided such information cumulative cash flow, operating income and
on their investor relations webpage or order backlog, can be presented in a chart
elsewhere. or table to facilitate user understanding and
analysis. The presentation of statistics such as
Other Sources of Reference sales and new orders also are effective in a
The Corporate Reporting Awards 2006 chart. Other statistics, however, such as those
(page 39) observes that: “The award winning relating to product quality and the status
companies provided meaningful ratios and of important research projects, are best
clear graphics to complement the text and to presented in narrative form.
present trends.” In this regard, research has
shown that statistical data and ratio analysis
can assist investors and other stakeholders in
making decisions.

Chapter 8 / Financial Summary and Analysis — Part D


Study Group Proposal summary and management’s overall review
In the Study Group’s view, it is essential and interpretation.
that to give investors and other
stakeholders industry-specific performance According to the website survey results
measures, such as non-GAAP measures, presented in Chapter 12 and Appendix D, 98%
along with standard financial ratio analysis of the companies provided such information
of matters such as profitability, solvency, on their investor relations webpage or
liquidity and productivity.
elsewhere.

Illustrative Examples Other Sources of Reference


D12-Agrium Inc., 2005 Annual Report The Corporate Reporting Awards 2006 (page
(comment) 39) observes that: “Winning companies
gave detailed information on items such
D12-Thomson Corporation, 2005 Annual as: …IR info including stock performance &
Report (explanation) dividend policy…” “Some reports provide clear
reference in the annual report to separate
D12-Norbord Inc., 2005 Annual Report or additional disclosures in the Management
(analysis) Information Proxy/Circular. Many do not.”

Research has shown that investors and other


stakeholders find information on market
prices of stocks to be useful. The Canadian
D13 — SHARE DATA Securities Administrators require its disclosure
Definition under NI 51-102.15
Share data supplements ownership/control
information (A4), financial highlights (A8), the Study Group Deliberations
historical summary (D11) and management’s Share data is of value because it presents
overall review and interpretation (C1). both the actual share prices and their
Outstanding share capital may be presented variability over time. Share prices provide an
in a narrative, supplemented by statistics (see indication of whether the market considers
D12) such as a quarterly and annual share a company’s performance to be satisfactory.
trading summary (for example, high, low, The bid-offer spread of the shares will depend
close and volume), dividend record and policy partially on the volume of shares traded.
(and any payment restrictions or intent to Therefore, transaction volume information
change the policy) and valuation day prices may also prove useful to investors and other
(for convenient reference). stakeholders for assessing the marketability of
a company’s shares.
Survey Results
According to the annual report survey results Narrative information about shares, supported
in Chapter 4 and Appendix B, all of the by statistical data, communicates essential
companies provided share data in 2004-2005, information in an effective and readily
most commonly at the back of the annual understandable form for decision making.
report, after the audited financial statements. It also facilitates assessment of risk and
Certain share information was often included uncertainty and future prospects, as well as
in the financial highlights, the historical comparisons with other companies and with
the industry in general.

Corporate Reporting to Stakeholders


Study Group Proposal CONCLUSION
In the Study Group’s view, it is essential to The fourth major category of information
provide investors and other stakeholders in the Framework for Corporate Reporting
with share data such as outstanding share is the Financial Summary and Analysis. It
capital, share trading summary, dividend explains where the company is now. The
record and policy. Study Group concluded that companies
should consider providing: an analysis of
Illustrative Examples operating results, segment analysis, analysis
D13-Gildan Activewear Inc., 2005 Annual of financial position, capital investments and
Report (comment) expenditures, analysis of cash flows, liquidity,
quarterly financial information and accounting
D13-Enerplus Resources Trust, 2005 Annual policy changes not yet implemented. In
Report (explanation) addition, they should consider providing: a
statement of management’s responsibility,
D13-Transcontinental Inc., 2005 Annual Report financial statements/auditor’s report,
(analysis) historical summary, performance measures
and share data.

Appendix C offers guidance for


communicating such information. It poses a
series of questions that merit consideration
if corporate reporting is to meet, more
effectively, the information needs of investors
and other stakeholders.

Chapter 8 / Financial Summary and Analysis — Part D


Notes:

1. The Canadian Securities Administrators, under NI 9. Refer to CICA Handbook-Accounting Section


51-102F1 Management’s Discussion and Analysis, 1400, General Standards of Financial Statement
call for such disclosures (Part 2, Section 1.2, 1.2 Presentation, paragraph 1400.10.
(d), 1.3 (2), 1.4, 1.4 (a, b, c, f) and 1.12).
10. For a survey of the contents of the financial
2. The Canadian Securities Administrators, under NI statements/auditor’s report, refer to the
51-102F1 Management’s Discussion and Analysis, annual CICA publication Financial Reporting
call for such disclosures (Part 2, Section 1.2 (a), in Canada, which covers the practices of 200
1.4 (a) and 1.12). Canadian public companies (http://www.cica.
ca/3/9/2/6/4/index1.shtml).
3. The Canadian Securities Administrators, under NI
51-102F1 Management’s Discussion and Analysis, 11. The Canadian Securities Administrators, under NI
call for such disclosures (Part 2, Section 1.2, 1.2 51-102 Continuous Disclosure Obligations, Part 4,
(e), 1.3 (2), 1.8, 1.12 and 1.14). Financial Statements, call for comparative annual
financial statements and an accompanying
4. The Canadian Securities Administrators, under NI auditor’s report to be filed by reporting issuers
51-102F1 Management’s Discussion and Analysis, within 90 days of the end of the most recently
call for such disclosures (Part 2, Section 1.7). completed financial year.

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)).

Corporate Reporting to Stakeholders


Chapter 9

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

Corporate Reporting to Stakeholders


needed to find pertinent facts, the less effort
will be devoted to comprehension and positive
E1 — TABLE OF CONTENTS / decisions. The table of contents should be
NAVIGATION brief and exact (especially for lengthy reports),
Definition generally running one page, setting out section
A table of contents or other means of titles and corresponding page numbers.
navigation (for example, on a company
website) sets out the various sections of the Study Group Deliberations
corporate report and the information they Annual reports often contain a wealth of
contain, along with the corresponding page information, both financial and non-financial,
numbers. which varies widely in nature and complexity.
A table of contents is essential to providing
Survey Results a directory on the various matters covered.
According to the annual report survey A table of contents will indicate the breadth
results in Chapter 4 and Appendix B, nearly of information included in the annual report
all (98%) of the companies provided a table (content) and a roadmap for finding specific
of contents in their 2004-2005 annual items. Although this will not make it easier to
reports, generally on the inside cover of the understand the information presented, it will
annual report. Many companies included a at least help to identify where the messages
second table of contents for the financial are being conveyed.
review section of the report. When a two-
part annual report was issued, a separate Most reports are prepared for people who
table of contents was provided for each are pressed for time. Accordingly, if readers
and they were usually cross-referenced want additional information on a particular
(summarized corporate reporting is area of interest, they should be able to
discussed in Chapter 11). glance at the table of contents, find the
appropriate section and page number and
According to the website survey results easily zero in on the desired area.
presented in Chapter 12 and Appendix D, 82%
of the companies provided such information on Study Group Proposal
their investor relations webpage or elsewhere. In the Study Group’s view, it is essential
that companies provide stakeholders with
Other Sources of Reference a table of contents or other means of
The Corporate Reporting Awards 2006 (page navigation in all of their communications
39) states that: “This year, financial reporting with shareholders and other stakeholders.
judges focused on a number of features in Typically, this would appear inside the
front cover of a corporate report or on
arriving at their evaluations of each annual
the first page of a company website. In
report: [including]… a table of contents. Most
addition, each major section of a published
did a good job.” report should be clearly labeled and all
pages should be numbered.
Successful communication is directly related to
the ease with which readers find the required
information. Generally, the more time is

Chapter 9 / Supplementary Information— Part E


Illustrative Examples disclosure of supplementary information was
E1-Abitibi-Consolidated Inc., 2005 Annual noticed again this year.”
Report (comment)
As noted in Chapter 2, research has shown
E1-Potash Corporation of Saskatchewan that problems exist in external accounting
Inc, 2005 Annual Report-Financial Review communication. This is largely because
(explanation) terms used in corporate reports are not
standardized and words in ordinary usage
E1-RIOCAN REAL ESTATE INVESTMENT are assigned specific technical meanings.
TRUST, 2005 Annual Report (analysis) Familiarity with key terms might facilitate
the assessment and interpretation of an
organization’s activities.

Study Group Deliberations


E2 — GLOSSARY OF TERMS One method of increasing the understanding
Definition of both financial and non-financial readers is
A glossary provides definitions of terms, to include a glossary of technical accounting
practices and/or concepts for the specific and financial terms used. It is clear that
nature of operations or the industry in which annual reports should avoid the use of highly
a company operates. It complements A3 on technical terminology. In other words, they
“products, services and markets” as well as should be written in plain English (form and
A10 on “commentary on the industry and presentation matters are discussed in Chapter
economy.” 10). Nevertheless, a glossary of terms may
help users understand terminology that is
Survey Results unique to a particular industry without having
According to the annual report survey results to acquire the expertise of an industry analyst.
in Chapter 4 and Appendix B, less than
half (46%) of the companies provided such Study Group Proposal
information in 2004-2005. The most common In the Study Group’s view, providing
location was in the back of the annual report, a glossary of terms to stakeholders
but several companies included the definitions is discretionary. If it helps to reduce
with the review of operations. confusion, it might encompass practices
and/or concepts about the nature of a
According to the website survey results company’s operations or the industry in
which it operates.
presented in Chapter 12 and Appendix D, 19%
of the companies provided such information
on their investor relations webpage or Illustrative Examples
elsewhere. E2-Cameco Corporation, 2005 Annual Report
(comment)
Other Sources of Reference
The Corporate Reporting Awards 2006 (page E2-Barrick Gold Corporation, 2005 Annual
39) states that: “Supplementary information Report (explanation)
provided disclosures that enhanced the
report. Winning companies gave detailed E2-Enerplus Resources Trust, 2005 Annual
information on items such as: …Glossary Report (analysis)
of terms. Continued improvement in the

Corporate Reporting to Stakeholders


report. Winning companies gave detailed
information on items such as: Directors
E3 — CORPORATE DIRECTORY affiliations, committee appointments,
Definition attendance record, share ownership….
This type of information (inter-related with Continued improvement in the disclosure
A5 on “organizational structure”) may of supplementary information was noticed
encompass: again this year. Some reports provide clear
• a list of the directors of the organization, reference in the annual report to separate
their titles and term of office; or additional disclosures in the Management
• key board committees on which directors Information Proxy/Circular. Many do not.”
serve;
• shareholdings, contracts, remuneration AR TRENDS 2005 (page 18) states that:
and potential conflict of interest “Recent corporate scandals and the passing
information; of the Sarbanes-Oxley Act of 2002 have
• a profile of each director, together with focused the public’s attention on the need
current photographs, indicating present for a strong, independent and active Board
positions and principal occupations during of Directors. The quality of a company’s
the last five years, ages, experience and Board matters enormously to shareholders,
other directorships and offices held. as this group is responsible for ensuring
management is running the company to
Survey Results generate maximum sustainable shareholder
According to the annual report survey value.”
results in Chapter 4 and Appendix B,
virtually all (99%) companies listed their In Canada, the Canadian Securities
directors in 2004-2005, and most identified Administrators recognize the importance of
key board committees on which the such information disclosures by requiring
directors serve. Beyond that, there was that certain information be provided to
little disclosure of shareholdings, contracts, shareholders in a separate document entitled
remuneration and potential conflict of “management information circular” and
interest information. Very few companies “proxy statement,” where they would like to
presented a profile of each director outlining see, for example, the name of each director
principal occupation and experience. Usually, (or nominee), principal occupation over
such information was presented at the very the past five years, period of service as a
back of the annual report. director, shares held in the company and the
parent, and appointments to committees of
According to the website survey results the Board of Directors (such as the executive
presented in Chapter 12 and Appendix D, 32% committee and audit committee).1
of the companies had such information on
their investor relations webpage or elsewhere. Study Group Deliberations
Another 52% provided governance disclosures To adequately assess the quality of
elsewhere on their website. management, investors and other
stakeholders need to know who is at an
Other Sources of Reference organization’s helm and to have some
The Corporate Reporting Awards 2006 (page knowledge of management’s experience.
39) states that: “Supplementary information Although certain information is required
provided disclosures that enhanced the in proxy statements, those statements are

Chapter 9 / Supplementary Information— Part E


really prepared for one purpose — the annual shareholder reports (for example, AIF,
general meeting — and their distribution is Form 10-K);
usually limited to the shareholders attending • tax implications for security holders
that meeting. This important information outside of Canada;
bears repeating in the annual report. • identification of bankers, legal counsel,
auditors;
Study Group Proposal • address of corporate head office.
In the Study Group’s view, it is essential
to give stakeholders a corporate directory Survey Results
identifying directors and providing a According to the annual report survey results
brief profile of each, as well as key board in Chapter 4 and Appendix B, shareholder
committees. and investor information was provided
by virtually all (99%) of the companies in
Illustrative Examples 2004-2005, usually at the back of the annual
E3-TransAlta Corporation, 2005 Annual report. The extent of such information,
Report (comment) however, varied widely.

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.

Other Sources of Reference


The Corporate Reporting Awards 2006 (page
39) states that: “Supplementary information
E4 — SHAREHOLDER AND provided disclosures that enhanced the
INVESTOR INFORMATION report. Winning companies gave detailed
Definition information on items such as: …IR info
Shareholder and investor information may including stock performance & dividend
encompass the following: policy…. Continued improvement in the
• date, time and location of annual general disclosure of supplementary information
meeting; was noticed again this year. Some reports
• stock exchanges identification and share provide clear reference in the annual report
trading symbol; to separate or additional disclosures in the
• transfer agent/registrar/trustees and Management Information Proxy/Circular.
respective addresses; Many do not.”
• identification of any shareholder
investment plans; In Canada, the Canadian Securities
• identification of investor relations Administrators recognize the importance
contacts where additional information of such disclosures by requiring them in a
may be obtained about share records and separate document such as the “management
company activities; information circular” and “proxy statement.”
• contacts for copies of the annual report The Canadian Securities Administrators
(for example, French/English) or other want to see, for example, the date, time
and location of the annual general meeting,

Corporate Reporting to Stakeholders


identification of any shareholder investment Illustrative Examples
plans, and information regarding auditors, E4-Cameco Corporation, 2005 Annual Report
transfer agents and registrars. 2 (comment)

Study Group Deliberations E4-Agrium Inc., 2005 Annual Report


The main reason for having this information (explanation)
in the annual report is to give current and
potential shareholders general information on E4-National Bank of Canada, 2005 Annual
when and where they can exercise their voting Report (analysis)
rights and register and transfer shareholdings.
More companies are now recognizing the CONCLUSION
importance of ongoing shareholder relations The last part of the corporate reporting
through investor relations departments. This framework, Supplementary Information, deals
helps investors, potential investors and other with other matters of interest to investors
stakeholders direct their enquiries to those and other stakeholders. The Study Group
familiar with a company’s activities who can concluded that companies should consider
respond to user needs for information. providing a table of contents/navigation, a
glossary of terms, a corporate directory and
In the end, perhaps investor relations shareholder and investor information.
departments may be viewed as “talking”
annual reports — only they are there to Appendix C offers guidance for
answer questions from day-to-day on an communicating such information. It poses a
interactive basis, not once a year. Most, it series of questions that merit consideration
seems, are genuinely useful for clarifying if corporate reporting is to meet, more
public factual matters that relate to a effectively, the information needs of
company’s performance, such as a breakdown investors and other stakeholders.
of earnings. Some go further, sharing the
company’s view of industry trends and
relative competitiveness.

Study Group Proposal


In the Study Group’s view, it is desirable to
give stakeholders shareholder and investor
information, such as the date, time and
location of annual general meetings, stock
exchanges and share trading symbol,
transfer agent/registrar/trustees and
respective addresses, any shareholder
investment plans, address of corporate
head office and investor relations contacts.

Chapter 9 / Supplementary Information— Part E


Notes:

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.

Corporate Reporting to Stakeholders


Chapter 10

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:

In recent years there has been much tinkering with accounting


and financial reporting standards. But surveys of analysts and
investors across the globe indicate that current models are still too
backward-looking and compliance driven. As a result, the markets
are finding other ways to get the information they need. Investors
are clear that ‘corporate reporting’ is not just about the numbers. 2

Over the past decade, developments in corporate reporting


have been more concerned with financial information than
with form and presentation. According to the current literature
and guidance on how to improve corporate reporting, form
and presentation are crucial in communicating effectively with
investors and other stakeholders. 3

Corporate Reporting to Stakeholders


Throughout its deliberations, the Study (the National Investor Relations Institute,
Group held firmly to the view that decisions DePaul University and the American Institute
on form and presentation of financial and of Graphic Arts) evaluate the annual reports
business information should be based on of more than 700 public companies based
management’s judgment. Reports that on their visual presentation, the clarity
rigidly follow published rules and regulatory and communicability of their message and
requirements usually prove to be repetitive, the depth and candor of their financial
cumbersome and unintelligible. In this regard, reporting.6
the Study Group noted that corporate
communications vary considerably, with The criteria are also consistent with those
some companies issuing two, three or more used in the United Kingdom. Exhibit 10.1 is
separate documents containing information an excerpt from the 2006 publication Report
that previously was part of the annual report. Leadership, produced by a multi-stakeholder
group that aims to challenge established
The preparation of the annual report requires thinking on corporate reporting.7 The group
a renewed focus and attention. It should not emphasizes that “clear messaging helps guide
be undertaken hastily. The document should the information that readers take from a
have a shelf life of at least one year. To do report — and shape the conclusions that they
this, it must be readable, focus on delivering draw from it.”
the key messages that management needs
to convey and communicate effectively with Exhibit 10.1
investors and other stakeholders.
EFFECTIVE COMMUNICATION
General Readability MESSAGING
The CICA Corporate Reporting Awards
2007 (CRA) evaluation criteria included the
following:4
• clarity of presentation;
• writing is in plain language: meaningful The problem
Companies often bury key messages in text or fail to spell
What investors want
Clarity.
and consistent throughout; them out at all.
As a result, investors and other audiences may have to read
Messages backed-up by evidence.

• 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.

• effective use of photographs, charts and to support an attractive design concept.


Clear messaging helps guide the information that readers
graphics to add explanatory power; take from a report – and shape the conclusions that they
draw from it.
• logical progression of report and Some companies still seem to believe that the way to
present their investment case is to show a partial picture,
continuity of design; or huff and puff. We disagree. If management talk to people
as equals, mention the downs as well as the ups, and explain
• full disclosure of reliable, relevant why they believe in the business – investors are more likely to
get the message.
information needed to understand a
particular company.

Clarity and Plain Language Design and Presentation


The CRA evaluation criteria focus on what Corporate Reporting Awards 2007 states
investors want, starting with clarity and plain that:8
language. The criteria are consistent with • The cover [of the annual report] should
those used in the United States. 5 Each year deliver a message and many companies
since 1991, three independent organizations do this very effectively.
Reporting should focus on
the key points, so that readers
can’t miss them.

Chapter 10 / Enhancing Corporate Reporting

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

A 2006 US survey found that there is a


general preference for an annual report to
contain images and/or illustrations. Investors
showed the strongest preference, as 73%
of them felt that the annual report should
contain more than numbers and text, and that
photos and/or illustrations are an important
element.12 A recent UK research study
examines the implications for policy makers.13
One of the most common pitfalls is that
companies endeavour to cram too much AR Trends 2007 also notes (pages 38 to 40)
information into a small space (for example, that: “Photos, illustrations, maps and graphs
using full pages of type or inappropriate can effectively deliver facts and messages
style and size of typeface), which instantly that the reader might otherwise miss if all of
crowds the reader’s mind. With so much your information is buried in text. They can
information covered in corporate reports, catch the eye of the reader who simply scans
it is usually necessary to provide plenty of through annual reports or supplement your
white space along with graphs and pictures. investment argument with credible evidence.”
Industry-associated pictures combined with
photographs of company directors can Exhibit 10.4 is consistent with the CIRI findings
provide a much greater incentive to the in Exhibit 10.3 — more than 80% of companies

Corporate Reporting to Stakeholders


include photographs in their annual reports. Colours should be carefully chosen because
According to Exhibit 10.5, US companies they tend to set moods: reds are warm and
provided an average of 31 photos/illustrations stimulating; blues are cool, sedative and often
in their 2007 annual reports, while Canadian depressing; yellows imply warmth; oranges,
companies provided an average of 24. like reds, are stimulating although not as
warm; greens are associated with health,
Exhibit 10.4 growth and pleasant situations; and purples
send messages of dignity and reserve. Tints
and pastels are readily forgotten while bold,
vivid colours are remembered.

Exhibit 10.6, an excerpt from the 2005 CIRI


research report, shows that the number of
colours used in annual reports varies with the
market capitalization. The majority of even the
largest companies use four colours or less.

Exhibit 10.6

Exhibit 10.5

Delivering Key Messages


When determining what key messages a
corporate report is to deliver, it may be
necessary to focus on only two broad areas
The research literature has shown that colour of interest to most stakeholders: company
can affect readability, especially when there performance (information that enables
is not enough contrast between the text and investors to assess easily and quickly a
the background (for example, grey text on company’s past performance) and future
grey paper or black text on dark blue paper). prospects (information about the company’s
Colour can also affect understandability future, so that investors can decide whether
(for example, too many different colours or to continue to invest in it).
various shades of the same colour can make a
graph incomprehensible).

Chapter 10 / Enhancing Corporate Reporting


Exhibit 10.8
According to the National Investor Relations
Institute (NIRI) 2006 Survey Results on
Annual Report Trends and Practices, EFFECTIVE COMMUNICATION
respondents stated that the primary narrative STRUCTURE
and graphic themes for the annual report
(shown in Exhibit 10.7) are strategic plan
(42%), financial performance (34%), products
(41%) and maintaining/increasing shareholder
The problem What investors want
value (20%).14 There are more and more regulatory boxes to tick. In the effort
Some form of narrative sequence with a beginning, a middle
to cover them all, key messages can be lost. The result: a mass
and an end.
of information, but no clear narrative thread.
Clear linkage from markets to strategy to key performance
Some companies follow the same structure every year.
indicators to future goals.
Exhibit 10.7 Others look at what peers are doing, and follow suit.
But these are off-the-shelf approaches; are they really the An integrated structure:
best way of addressing the issues a company needs
p Don’t mention one thing as being important and then
to explain to investors today?
fail to mention it anywhere else in the report.
Companies should take a step back from their reports and
p Don’t hide important information away at the back of
think about what they need to communicate – and what
the report.
investors want to know.
p Don’t suddenly introduce a new idea and say it’s key
People’s retention of what they read can be alarmingly limited.
to the business halfway through the annual report.
But they’ll absorb and remember much more if it fits into a
compelling story… if facts and opinions are linked together
by a rational structure… and if the investment case and
strategy are presented step-by-step so that the logic is
inescapable. They’re also more likely to be convinced.

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

to strategy to key performance indicators to A survey on the profile and attitudes of


future goals. shareholders provides some insight on
the current level of education of Canadian
shareowners. As Exhibit 10.9 shows, the
Canadian Shareowners Study found that, in
2004, about 42% of the Canadians who are
shareowners are university graduates. This
represents an increase from 37% in 2002.17

Corporate Reporting to Stakeholders


Exhibit 10.9 Exhibit 10.10

EFFECTIVE COMMUNICATION
NAVIGATION

The problem What investors want


As regulators, investors and others demand more and
A good table of contents, or even an index.
more disclosure, they find it harder and harder to locate
the information they want. Summaries of the information included in each section or even
each page or spread.
The challenge for companies is to structure information so
that investors can spend their time reading the investment Individual sections clearly delineated.
case, not looking for it.
Clear linkage between the narrative section of the annual
Companies are often reluctant to repeat information in different report and the financial statements.
parts of the report. And certainly, excessive repetition can
Good navigational aids on each page/spread.
be tedious. But if they avoid it too ruthlessly, they can
undermine communication with ‘dip in and out’ readers –
probably the majority of their audience. A good test is to try
reading individual sections on their own: do they tell a clear
and complete story, or would the reader benefit from a little
more context? Companies should not be afraid to repeat
Exhibit 10.10 is an excerpt from Report something that appears elsewhere; the average reader
may well not see both instances.

Leadership.18 It emphasizes that: “As


regulators, investors and others demand more
and more disclosure, they find it harder and How easily readers can understand a company
harder to locate the information they want. is directly related to how material is presented.
The challenge for companies is to structure In recent years, there has been a trend
information so that investors can spend their toward presentation that begins by looking
time reading the investment case, not looking at a company overall — its recent results and
for it.” strategies for the future — and then moves on
to a detailed discussion of specific operations.
To facilitate understanding by multiple
Helpful navigation ensures readers
audiences, corporate reports should provide: The first four pages inside the canreport are
find the information companies
• clear linkage between the narrative section considered the most valuable. have taken casual
Many such trouble to publish.
of the annual report and the financial readers will not look further, and even
statements; sophisticated analysts who see dozens of
• summaries of the information included in reports
10 each year need a reason to read on.
each section or even each page or spread; These first few pages must have a corporate
• good navigational aids on each page/ profile with a brief description of the company.
spread. Even the largest companies should not assume
that investors know the full extent of their
activities. This description, combined with
some financial highlights, will give readers a
feel for the company and make them want to
read further (refer to Chapter 5).

Chapter 10 / Enhancing Corporate Reporting


The letter to shareholders generally comes DISCLOSING ESSENTIAL
next (see A9, President/CEO letter in Chapter INFORMATION
5). A strong letter from the president/chief As previously explained in Chapter 4,
executive officer may be the most important the relative importance of each type of
part of the report, ranking behind only the information in the Corporate Reporting
financial statements. The letter, which should Framework was evaluated using four different
be relatively short and easy to read, needs to classifications — essential, important, desirable,
mention only key points, leaving details for the and discretionary:
body of the report. • Essential information should be disclosed
because stakeholders need it to
The organization of the rest of the report understand an organization’s activities.
depends on the type of company. Material
might be organized by division, major • Important information should be disclosed
product lines, major markets or other logical because it helps stakeholders interpret an
classifications. If a company has several organization’s activities and enables them
segments, management might consider to make appropriate risk/return trade-offs
providing an overall review and interpretation in their resource allocation decisions.
section to outline clearly how the company
is organized before beginning the segment • Desirable information would normally be
review of operations (refer to Chapter 7). disclosed because it facilitates stakeholder
assessment and analysis of past
A financial summary and analysis (refer to performance and future prospects.
Chapter 8) containing the audited financial
statements generally follows the review • Discretionary describes information
of operations. Supplementary information whose relevance to stakeholders depends
of importance to shareholders, such as mainly on the industry or the specific
governance disclosures (refer to Chapter 9) circumstances of each organization.
and corporate social responsibilities (refer to
Chapter 6), usually rounds out the corporate Exhibit 10.11 summarizes the overall results of
report.19 the Study Group’s deliberations on the relative
importance of the 43 types of information
disclosures addressed in Chapters 5 to 9. Of
these, 24 are considered essential disclosures
for corporate reporting.

Corporate Reporting to Stakeholders


Exhibit 10.11
Corporate Reporting to Stakeholders
Relative Importance of Information
Discretionary Desirable Important Essential
1 2 3 4
A CORPORATE OVERVIEW        
1 Corporate profile     √  
2 Corporate mission       √
3 Products/services/markets       √
4 Company ownership and control       √
5 Organizational structure     √  
6 Management team     √  
7 Management committees √      
8 Comparative financial highlights   √    
9 President/CEO letter       √
10 Commentary on industry and economy   √    
11 Outlook       √
CORPORATE SOCIAL
B        
RESPONSIBILITIES
1 Human resources   √    
2 Social responsibilities √      
3 Environmental responsibilities     √  
C REVIEW OF OPERATIONS        
1 Overall review and interpretation       √
2 Segment review of operations       √
3 Production information     √  
4 Competitive conditions     √  
5 Response to change       √
6 Forward-looking information       √
7 Risks and uncertainties       √
8 Financial and operating objectives       √
9 Performance compared to objectives       √
10 Research and development √      
11 Significant agreements and contracts     √  
12 Industry specific data     √  

Chapter 10 / Enhancing Corporate Reporting


Exhibit 10.11 (continued)
Corporate Reporting to Stakeholders
Relative Importance of Information
Discretionary Desirable Important Essential
1 2 3 4
D FINANCIAL SUMMARY & ANALYSIS        
1 Analysis of operating results       √
2 Segment analysis       √
3 Analysis of financial position       √
4 Capital investments and expenditures     √  
5 Analysis of cash flows       √
6 Liquidity       √
7 Quarterly financial information     √  
Accounting policy changes
8       √
not yet implemented
Statement of
9       √
management’s responsibility
10 Financial statements/auditor’s report       √
11 Historical summary (minimum 5 years)     √  
12 Performance measures       √
13 Share data       √
E SUPPLEMENTARY INFORMATION        
1 Table of contents/navigation       √
2 Glossary of terms √      
3 Corporate directory       √
4 Shareholder and investor information   √    
   Total  4 4 11 24

Corporate Reporting to Stakeholders


AREAS FOR IMPROVEMENT • management committees, including the
The Corporate Reporting Awards 2007 purpose of each committee and the
notes that: “The quality of financial reporting members (28%);
continues to improve. While this poses an • response to change, describing how a
ever-increasing challenge to our judges, the company has dealt with changes in the
beneficiary of improved disclosure is the operating environment and external
Canadian investor who is provided greater factors over the current and previous
access to more transparent and better years (10%);
information on which to base investment • competitive conditions, such as significant
decisions. This, after all, is what financial factors that may have an impact on
reporting should always be about.”20 competitive position and the relative
market or industry share of a company’s
Even though corporate reporting continues major products and services (62%);
to improve, comparing the Study Group’s • research and development (R&D), such as
conclusions (see Exhibit 10.11) with current R&D activities, significant new products
practices highlights the need for additional and processes and R&D amounts
effort in the areas summarized in Exhibit 10.12. expensed and/or capitalized during the
In the Study Group’s view, better disclosure fiscal year (41%).
in these seven areas will meet the information
needs of investors more effectively. In the Study Group’s view, the quality of
the information disclosures is paramount.
Exhibit 10.12 Disclosing unnecessarily detailed information
NEED FOR IMPROVED DISCLOSURES does not aid understanding and, in fact,
quantity is a poor substitute for quality.
• Financial and operating objectives
• Performance compared to objectives
According to a recent survey, companies
• Ownership and control do provide what some call “contextual
• Management committees and non-financial information” about
• Response to change their performance and prospects, but top
• Competitive conditions reporters provide a great deal more than
• Research and development average ones. From the investor community’s
perspective, there is plenty of room for
The following provides a brief explanation improvement. Does that mean creating
of those areas (the numbers in parentheses bulkier reports, requiring more resources
refer to the percentage of survey companies that might be better applied elsewhere? The
presently reporting such information): survey suggests that companies have enough
• financial and operating objectives for the latitude to make choices. They can delete
ensuing fiscal year (62%); routine but superfluous disclosures. They can
• performance compared to objectives provide insights and related numbers that
established in the previous fiscal year management already uses to operate the
(34%); business. Taking a top-down, investor-centric
• ownership and control, including the approach may be the future where corporate
majority and minority interests, principal reporting is concerned. 21
shareholders and geographic distribution
of shares (22%);

Chapter 10 / Enhancing Corporate Reporting


CONCLUSION
This chapter discusses how corporate reports Notes:
can enhance communications with investors
1. The quote is from page 25 of the 2007 Business
and other stakeholders (Chapter 12 looks Review: has it made a difference? A survey of
at ways to enhance communications using the narrative reporting practices of the FTSE 350
(London: PricewaterhouseCoopers LLP, 2007), p.
company websites). It discusses the concept 25 (see www.corporatereporting.com).
of effective communication, the need to
2. This is a core message in Report Leadership
disclose essential information and areas for (London: Joint initiative of the Chartered
improvement. In the Study Group’s view, Institute of Management Accountants (CIMA),
corporate reports should be structured so PricewaterhouseCoopers LLP, Radley Yeldar
and Tomkins plc, November 2006). (More
that the key sections (for example, corporate information is available at www.reportleadership.
overview, corporate social responsibilities, com).
review of operations, financial summary and 3. See, for example, Malcom Smith, “In search
analysis, and supplementary information) are of a lingua franker,” Financial Management
(November 2003), p. 17; John K. Courtis and
integrated and complementary.
Salleh Hassan, “Reading Ease of Bilingual
Annual Reports,” The Journal of Business
Because of the importance of effective Communications, 39:3 (July 2002), pp.395-413.

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).

7. Report Leadership, op.cit., p. 8. (More


information on this initiative is available at
www.reportleadership.com).

8. The comment is from the CICA Corporate


Reporting Awards 2007, judges’ comments
booklet (Toronto: CICA, 2007), p. 46.

9. AR Trends 2007 was published by


BarnesMcInerney and the Craib Group. The goal
was to explore how companies use traditional
annual reports to inform and engage investors as
effectively as possible, and to collect examples of
best practices. The survey used 130 Canadian and
76 US reports to collect data on 106 items and
characteristics that define an annual report. The
publication is online (http://www.barnesmcin
erney.com/assets/PDFs/ARtrends2007_all.pdf).

10. The CICA is currently preparing an update to the


1993 research report Using Ratios and Graphics in
Financial Reporting. Information on this research
initiative is available on the CICA website
(http://www.cica.ca/2/8/4/9/2/index1.shtml).

Corporate Reporting to Stakeholders


11. The CIRI report is called 2005 Annual Report 17. Refer to the Canadian Shareowners Study,
Survey: A study of trends and practices in ibid. Since the early 1980s, the TSX has
the annual report process. The research commissioned quantitative tracking research
questionnaire was completed by 144 that profiles Canadian retail shareowners’
respondents in August and September 2005. current and projected investment attitudes
and behaviours. A total of 2,000 shareowners
12. The survey was conducted by and 500 non-shareowners were interviewed by
WithumSmith+Brown, a firm of certified public telephone between April 8 and May 18, 2004.
accountants and consultants in New Jersey and
Pennsylvania, in collaboration with MGT Design, 18. See Report Leadership, op.cit., p.10. (More
a design consultancy. The main purpose was to information on this initiative is available at
determine the value of annual reports and how www.reportleadership.com).
annual report readers perceive them. The target
audience was individual investors, portfolio 19. In a recent annual report survey conducted
managers and securities analysts. The survey by WithumSmith+Brown, three out of four
results are available online (http://www.withum. participants agreed that the annual report is
com/pressReleaseFiles/Annual%20Report%20 the single most important publication a public
Survey%20Results.pdf). company produces. The study included more
than 100 individual investors, portfolio managers
13. Refer to the research study Words, Pictures and and securities analysts. Nearly 79% of all survey
Intangibles in the Corporate Report (Edinburgh: participants agreed that annual reports are an
Institute of Chartered Accountants of Scotland, important tool in making investment decisions.
2007). And 90% agreed that annual reports should
contain additional information about a company
14. This was reported at the NIRI e-Learning Forum and its industry, such as sustainability of the
on September 26, 2006. environment or corporate governance, and not
just the company’s financial and shareholder
15. Report Leadership, op. cit., p.6. (More issues.
information on this initiative is available at
www.reportleadership.com). 20. CICA Corporate Reporting Awards 2007, judges
comments booklet (Toronto: CICA, 2007), p 46.
16. As a basis for identifying and addressing the
kinds of information that various stakeholder 21. For more information, see
groups want or are likely to want, it is important PricewaterhouseCoopers LLP Corporate
to consider their information sources and their reporting — a time for reflection, op.cit.
objectives. Refer to Canadian Shareowners
Study (Toronto: TSX Group, July 2004). The
survey found that 49% of adult Canadians are
shareholders, either as individuals or participants
in mutual funds. A number of share ownership
surveys are available on the World Federation
of Exchanges website (http://www.world-
exchanges.org/WFE/home.asp?menu=266).

Chapter 10 / Enhancing Corporate Reporting


Chapter 11

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.

Corporate Reporting to Stakeholders


REVIEWING THE LITERATURE difficult to keep pace in their understanding
The research literature on “human information of consolidated financial statements and
processing” suggests that people can use note disclosures. It is also unrealistic to
only so much information as an aid in their expect complex business and financial
decision making. Beyond a certain point, transactions to be reported simplistically.
more information does not improve the Consequently, with the increasing volume of
process — in fact, it may have an adverse corporate information, along with increasing
effect. The following briefly reviews the complexity in the substance of financial
literature on information overload, complexity reporting, investors will undoubtedly place
in standards and regulations and summary greater reliance on the advice of analysts and
annual reporting. stockbrokers.5

Information Overload According to the annual report survey


“Information overload,” which simply undertaken for this Research Study, the
refers to receiving too much information, average size of current annual reports is 95
is a phenomenon that has been addressed pages — ranging from 29 to 223 pages. In
frequently in cognitive psychological literature, contrast, the average size of 1990 annual
as well as in the financial field. Both have reports was 40 pages — ranging from 9 to 113
shown that decision-making performance can pages. In an apparent effort to counteract
be impaired by heavy data loads.3 the potential for information overload, 98%
of the survey companies gave their website
Numerous studies have identified information addresses as sources of additional information
overload particularly in the context of on financial (43%), governance (33%) and
financial and accounting decisions. Based sustainability (14%) matters.
on literature about organization science,
marketing, accounting and management The survey, which analyzed the annual reports
information systems, a 2003 research of 125 companies, found that, even in one
study examined the theoretical basis of the year, 2004 to 2005:
information overload discourse and presented • the total number of pages increased by
an overview of the main definitions, situations, 8.1% to 95 pages, on average;
causes, effects and countermeasures. It • the financial statements and notes
analyzed the contributions from the last 30 increased by 12.3% to 27 pages, on
years to consolidate the existing research average;
into a conceptual framework.4 The study • the MD&A increased by 7.7% to 30 pages,
found that the best ways to fight information on average;
overload are to ensure that the information • the voluntary information disclosures
received is of high value, is delivered in the increased by 5.5% to 37 pages, on
most convenient way and format, is visualized, average.
compressed and aggregated, and to use
signals and testimonials to minimize the risks In this environment, management must have
associated with that information. more freedom than ever regarding what to say
in the annual report and how to say it, but that
In the future, public companies are likely to freedom comes with greater responsibility for
release even more information than at present. real self-analysis and candor — matters which
The frequency of electronic disclosures is also cannot be mandated by regulatory agencies
likely to increase. But investors may find it or by the accounting profession. Candor will

Chapter 11 / Summary Corporate Reporting


mean telling investors and other stakeholders information have yet to unfold. It may be that
what management is going to do and how there is virtually no limit to the amount of
it expects the business and the markets to information that may be assimilated by the
perform in the coming year.6 capital markets as a whole, but it seems likely
that, even with vastly improved technology,
Complexity in Standards individuals do have significant limits in their
and Regulations ability to understand and use it.
The complexity of financial information
continues to increase as the accounting In the United States, the FASB and SEC have
profession identifies new areas of concern and initiated efforts to try to simplify disclosures
issues detailed standards and implementation and eliminate those that are not useful.10
guidance on a wide range of topics, for The SEC Committee on Improvements to
example, financial instruments.7 The balance Financial Reporting met for the first time in
sheet focus makes explanations of the income August 2007. Its overall objective is to make
statement both more difficult and more recommendations on reducing complexity in
necessary.8 In addition, preparers are facing financial reporting. The committee’s charter
demands from regulators for more disclosure identifies four areas of focus:
in external reports in the form of forward- • the current approach to standard setting;
looking information, segmental reporting, • the current approach to regulating
contingencies, related party transactions and compliance;
social and environmental responsibility. • factors that may drive unnecessary
complexity;
Complexity of Financial Reporting • lessons that can be learned from using
What are the implications of all this international financial reporting standards
complexity for financial statements and (IFRS).
related disclosures? This has been the subject
of heated debate, particularly in the US, In Canada, information overload discussions
which has asked for more extensive financial have revolved mostly around smaller private
disclosure than Canada and the rest of the organizations.11 Some commentators have even
world has. Some accountants and managers voiced the opposite concern — that the extent
have complained that information overload and timeliness of disclosure requirements of
has set in — that users are overwhelmed Canadian companies has been lagging behind
and that the sheer quantity of financial investors’ needs and expectations. Some have
disclosures has become so excessive that suggested the need to focus not on reducing
we’ve diminished the overall value of these information, but rather on improving the ability
disclosures. But there does not seem to be any of users to navigate through data. Others
clear, hard evidence of this overload effect. have suggested a “two-tier” or “differential”
Although financial statement disclosures disclosure. That is, information in addition to
have increased significantly, the costs of that in published corporate reports may be
information technology have decreased, and made accessible on request for more
user accessibility to information processing in-depth analysis purposes.
technology has improved.9
The SEC supports that approach,
The full implications of technological requiring financial reports filed with it to
developments for financial analysis and ability be supplemented by more detail than is
to process increased quantities of complex customarily given in reports to company

Corporate Reporting to Stakeholders


shareholders. As well as making extensive paper identifies specific reporting changes
additional information available to professional that might be of particular relevance to
analysts, companies might consider also prospective capital market researchers.
presenting simplified financial statements for Where relevant, comparisons are made with
average users. This might well have merit from regulatory provisions in the United States,
a public relations viewpoint, but may have because the majority of capital markets
its own pitfalls when it comes to selecting research concerns US securities exchanges
information to highlight. It may also require regulation, and Canadian regulations
changes in terminology to make the simplified themselves often refer to US regulations as a
statements understandable. point of comparison.14

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

Chapter 11 / Summary Corporate Reporting


means for the efficient capital market arbitrageurs and other market participants
hypothesis, a key feature of the mandatory use the information provided. It might be
disclosure system. possible to get more out of disclosure with
less of it.
An increasingly demanding system of
mandatory disclosure, especially in the In summary, ongoing requests for better
aftermath of the Sarbanes-Oxley Act of disclosure do not have to mean longer
2002, makes up the core of the federal corporate reports. A balance must be struck
securities laws. Those laws require between quality and quantity of information,
companies to make extensive disclosures in and that balance must be in the context
annual reports, quarterly reports, current of whatever regulation and standards
reports, proxy statements and other filings are applicable, with a view to clarity and
with the SEC. The logic is that, by arming transparency of corporate reporting. Clearly,
investors with information, mandatory there is room for management to streamline
disclosure promotes informed investor information disclosures by providing a focused
decision making, capital market integrity analysis of the quality and sustainability of
and capital market efficiency. Once they performance. It means identifying information
are empowered with information, the that is superfluous to investors and reporting
argument goes, investors can protect information that really matters. Less can be
themselves against corporate abuses and more when there is good linkage among key
mismanagement, and there is no need for topics, aided by convenient navigation to
the government to keep increasing securities help users readily find what they are looking
regulation. for. There is also considerable scope for
using company websites to provide more
Securities regulation is motivated, in information or greater detail.
large part, by the assumption that more
information is better than less. If a securities Summary Annual Reporting
regulation regime based on disclosure is Annual reports are a long-established form
to work, information has to be disclosed. of corporate communication. Exhibit 11.1
The ever-growing panoply of statutes, rules presents the key audiences considered when
and regulations ensures that companies will drafting the annual report, according to the
disclose more and more information. But National Investor Relations Institute (NIRI)
disclosure of information is not enough. 2006 Survey Results on Annual Report Trends
Securities regulation needs to focus to a and Practices. Respondents stated that the
greater extent on the users of information. key audiences include institutional investors
For the mandatory disclosure system — or any (89%), individual shareholders (80%), financial
disclosure-based regulatory regime — to work analysts (78%), employees (70%) and
effectively, regulators and policy makers need customers (50%). It is noteworthy that survey
to focus on how users process information respondents did not consider government
and make decisions. In short, investor agencies/regulators as a primary audience for
psychology matters. It is essential to carefully either the traditional annual report (44%) or
consider how investors, analysts, brokers, the 10K Wrap (27%).18

Corporate Reporting to Stakeholders


Exhibit 11.1
This type of report was developed to address
two frequently expressed concerns that:
1. The annual report is too compliance-
oriented to be an effective vehicle for
communicating with investors and other
stakeholders.

2. The structure and content of the


traditional annual report have become too
inflexible to meet the needs of diverse
users. 23

In this regard, the stated purpose of issuing


SARs is to:
The concept of Summary Annual Reports • provide readers with relevant and concise
(SARs) originated with a 1981 FASB research information and alleviate information
report.19 It received impetus when the overload;24
Financial Executives Research Foundation • encourage stakeholder readership by
(FERF) published a two-volume study on making the report easier to read and
summary annual reporting in 1983. 20 The understand;25
results of the FERF-sponsored study indicated • enhance investor relations and
that mock SARs were shorter, more readable management credibility;
and less expensive. 21 • improve the quality and effectiveness of
financial communications;
Under this approach, full audited financial • reduce the cost of preparing annual
statements required under GAAP, together reports;
with the detailed MD&A, would accompany • allow companies to design an annual report
the proxy materials sent to shareholders. that doubles as a public relations — as well
Separately distributed SARs would contain as a marketing and recruiting — document.
condensed financial statements — along with
the auditor’s report — omitting or abbreviating The concept of SARs raises significant
many of the traditional notes required by questions about their implications for
GAAP. financial reporting and auditing. First, is
the basic premise of a SAR consistent with
One of the first summary reports was issued the conceptual frameworks developed by
by McKesson Corporation in June 1987. It the CICA, FASB or IASB? This is important
contained 24 pages compared to an average because a conceptual framework is supposed
of 46 pages for the 1984-1986 annual to help resolve financial reporting issues
reports. The 1986 report included 14 pages of on communication of financial information
audited financial statements and notes to the between management and shareholders. 26
statements, while the 1987 summary report Second, what are the auditor’s responsibilities
contained only three pages of condensed with respect to a SAR? What assurance can
financial statements without notes. Likewise, an auditor provide about the information it
the review of operations was condensed to 11 contains?
pages in 1987 from 16 pages for 1986. 22

Chapter 11 / Summary Corporate Reporting


The issuance of SARs means that auditors report (compared with 46% in 2004) and 56%
must now, as a minimum: prepare a 10-K wrap (compared with 47% in
• ensure that the client’s reporting 2004). 27
schedule allows distribution of full
audited statements prior to the SAR’s AR Trends 2007 (page 2) notes that: “In the
dissemination. United States, most companies now issue only
• exercise extreme care in determining the Form 10Ks. In fact, in 2006 only 35% of US
adequacy of the extent and nature of companies that sent us a copy of their annual
disclosures; report sent a traditional report. The rest sent
• request necessary modifications of the a Form 10K, a Form 10K in a glossy wrap or a
condensed financial statements if they are summary report. In contrast, 91% of Canadian
materially misleading or inconsistent with companies on the TSX/S&P and 99% of
the full audited financial statements; companies on the Euro 350 published reports
• take appropriate action should a client very similar in content and production quality
refuse to make such modifications (such to the reports they’ve been issuing since we
as withdrawing from the engagement). began this survey.”

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).

As part of its deliberations on summary Exhibit 11.2


corporate reporting, the Study Group 2004 2005 2006
surveyed current practice in this area. It
Summary Annual Report /
considered corporate reporting formats, 8 14 20
Business Review
summary reporting disclosures and corporate
• Financial statements 2 2 4
reporting trends.
• No financial statements 6 12 16
Corporate Reporting Formats • Auditor’s report 1 1 2
Companies are using various reporting • No auditor’s report 7 13 18
formats to prepare annual reports in the
United Kingdom, United States and Canada. All companies that published a summary
In the United States, the National Investor annual report also published either a full
Relations Institute (NIRI) 2006 Survey Results annual report and/or a separate “financial
on Annual Report Trends and Practices review” document containing the complete
found that 9% of the respondents prepared financial statements, auditor’s report and
a summary annual report (compared with 7% MD&A. The summary annual report of some
in 2004), 32% prepared a traditional annual companies included condensed financial

Corporate Reporting to Stakeholders


statements (4 companies in 2006) either to make informed investment decisions.
with an auditor’s report (2 companies in Therefore, a summary annual report should
2006) or without (2 companies in 2006). include condensed financial statements,
together with the related auditor’s report.
Exhibit 11.3 lists 20 companies that published
a separate “business review” report in 2006. Furthermore, the summary annual report
That report had a variety of names, including should be structured so that the key sections
Annual Review; Annual Summary; Business (for example, corporate overview, corporate
Update; Investor Fact Book; Progress Report; social responsibility, review of operations,
Strategic Overview Report; or Summary financial summary and analysis, and
Annual Report. It is apparent that the supplementary information) are integrated
separate “business review” document is a and complementary to one another. 28 Each
form of summary annual report because 7 of section is closely interrelated with the others
the 20 companies used the word “summary” and cannot be viewed in isolation.
in the title. It is also apparent that summary
annual reports are not limited to companies The Study Group acknowledges that, to
in certain industries. A closer examination cater to the differing needs of annual report
indicates that such reports were prepared users while also meeting legal and regulatory
by companies in 9 of the 12 industry sectors requirements, it may be necessary to publish
surveyed (Financial Services, Life Sciences a separate “financial review” document
and Technology and Small Cap/Venture are containing the financial statements, auditor’s
the exceptions). report and MD&A. As well, reference should
be made to the company’s website for the
It is noteworthy that five of these companies complete audited financial statements and the
were award winners in the CICA Corporate detailed MD&A. 29 Ideally, companies would
Reporting Awards program for 2007 (based make this information available in both PDF
on 2006 annual reports). The average size of and HTML formats.
the summary annual reports was 31 pages (28
pages if CN’s 82 page summary is excluded). In the Study Group’s view, companies should
All 20 companies provided their summary take advantage of technological developments
annual report in PDF format on the company that make information easier to use and
website and half of them also provided their more readily accessible, while retaining the
report in HTML format (for ease of access comprehensive quality available today. In other
to these reports, hyperlinks are included in words, companies should harness the power
Exhibit 11.3). of the Internet to allow investors to efficiently
access the particular information in which they
The Study Group maintains that it is crucial are interested and to choose the format in
for investors and other stakeholders to which they receive more detailed information.
receive a clear, concise summary annual Corporate reporting on the Internet is
report containing the key information needed discussed in Chapter 12.

Chapter 11 / Summary Corporate Reporting


Exhibit 11.3
Summary Corporate Reports for 2006
Industry # of Format
Sector Company Name Report Title pages PDF Online
Communications and Media

1 BCE Inc. Business Update 32 PDF HTML

2 TELUS Corporation Business Review 32 PDF HTML

Consumer Discretionary 

3 Canadian Tire Corporation Limited Annual Report 24 PDF

4 George Weston Limited Annual Summary 20 PDF HTML

5 Loblaw Companies Limited Annual Summary 28 PDF HTML

Diversified Industries 

6 Alcan Inc. Annual Review 32 PDF HTML

7 North West Company Fund Summary Annual Report 25 PDF

Forest Products 

8 Cascades Inc. Review of Operations 20 PDF

Industrials and Energy 

9 Canadian National Railway Company Investor Fact Book 82 PDF


Mining 

10 Barrick Gold Corporation Annual Review 29 PDF

11 Cameco Corporation Business Review 28 PDF HTML

12 Potash Corporation of Saskatchewan Inc. Summary Annual Report 42 PDF HTML

13 Sherritt International Corporation Annual Report 21 PDF

Oil and Gas 

14 EnCana Corporation Annual Report Summary 26 PDF HTML

Annual Report: Corporate


15 NAL Oil & Gas Trust 28 PDF
Profile

16 Nexen Inc. Summary Report 28 PDF

17 Petro-Canada Strategic Overview Report 24 PDF HTML

18 Shiningbank Energy Income Fund Annual Report 40 PDF

19 Talisman Energy Inc. Annual Report Summary 40 PDF HTML

Utilities and Pipelines

20 Emera Incorporated Progress Report 19 PDF

Corporate Reporting to Stakeholders


Summary Reporting Disclosures
Following up on the survey of summary reporting practices and the identification of trends, the
Study Group analyzed a few 2006 summary annual reports for information content and depth
of disclosure. The information content analysis, aimed at identifying the types of information
disclosed and the level of detail, consisted of examining the summary annual reports for Potash
Corporation of Saskatchewan Inc., Talisman Energy Inc. and North West Company Fund.

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.

Chapter 11 / Summary Corporate Reporting


Exhibit 11.4
Summary Annual Report Analysis

A. Corporate Overview

• Each of the three companies covered nine of 11 items of this category.


• Potash provided more information than the minimum for three items. Talisman provided more
than the minimum for two items and less than the minimum for one item. North West provided
more than the minimum for one item and less than the minimum for one item.
• None of the three companies provided information about Company Ownership and Control or
Management Committees.

B. Corporate Social Responsibility

• 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.

D. Financial Summary and Analysis

• 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.

Corporate Reporting Trends


In addition to looking at corporate reporting formats, the Study Group made an effort to
identify trends in corporate reporting. It analyzed the changes in the 2004, 2005 and 2006
annual reports of the 12 award winners for their respective industry sectors in the 2006 CICA
Corporate Reporting Awards program (based on 2005 annual reports). The analysis compared
the annual reports of each company over the three-year period for changes in information
content, format and navigation.

Corporate Reporting to Stakeholders


Information Content strategy, board of directors, health and safety,
The content analysis looked for major governance, sustainability and corporate
changes in three areas — information social responsibility from more traditional
added, information deleted and information areas in the annual report to the MD&A
reorganized. section or the president/CEO letter.

The analysis showed that 2006 reports Format


provided more information than ever The format analysis looked for major changes
before, mostly because of corporate in four areas — document format, number of
growth, new regulations and the goal of pages, graphics and pictures. Three of the 12
overall transparency. For example, oil and industry award winners changed to a two-
gas company Nexen Inc. expanded its volume format for 2006. Canadian Tire, Nexen
compensation section considerably; Catalyst and Potash prepared a summary annual
Paper Corporation provided more segmented report and a separate volume containing
information; Enbridge Inc. gave an in-depth the financial statements and the MD&A.
description of strategy in its MD&A; Matrikon The total number of pages increased for
Inc. added a quarterly results section; and all companies by 20% on average. This was
Brookfield Properties Corporation added primarily because of the financial statements
environmental information at the front of its and the MD&A. About half of the companies
annual report. More companies also provided increased the number of pages with graphics.
scorecards on their performance, which is an In particular, Potash put graphics on 24 of
essential ingredient in corporate reporting. the 89 pages in its 2005 and 2006 annual
For example, award-winning companies, such reports. This was an increase of 50% over
as TELUS Corporation, BMO Financial Group 2004, although the total number of pages
and Potash Corporation of Saskatchewan Inc., was the same. Four companies increased
offered specific information on achievements the number of pages with pictures in 2006,
and disappointments, compared with mainly in the front part of the annual report.
previously published specific goals.
Navigation
Some companies removed information The navigation analysis looked for major
previously provided, although all of it can changes in the annual report to facilitate
be located on their website. Canadian Tire the search for specific information or to
Corporation Limited provided a summary manage information overload. The analysis
annual report for the first time. Catalyst examined both the table of contents and the
decided to do away with its strategy, way company websites are used to facilitate
products and services, and governance communications with investors and other
information; Brookfield no longer offered stakeholders.
information on its management team;
and Agrium Inc. thought directors and Most companies provided a detailed table
management biographies did not need of contents. Potash prepared a color-coded
to be included in the annual report. table of contents in 2005 and, in 2006, added
a short explanation of what can be found in
Several companies reorganized their the annual report and in the MD&A. BMO had
information, mostly moving information on an explanation of each section in its table
organizational structure, segmented business of contents. To avoid duplication, several
results, business risk and risk management, companies provided internal references to

Chapter 11 / Summary Corporate Reporting


other pages in the annual report. For example, FACING THE CHALLENGES
Matrikon added page numbers references In preparing this Research Study, the
within its MD&A section linking to information Study Group observed that regulatory and
provided elsewhere in the annual report. standard-setting bodies are constantly
“improving” the rules to protect the interests
All 12 companies referred to their websites of investors and to make sure they have
for additional information, but the approach good information. As a result, disclosure
varied significantly from one company to requirements increase and information
another. For example, TELUS used website disclosures become more complex.
reference extensively — its 2006 annual report
contained 52 references to the website (48 in Due to the overwhelming amount of
2005 and 44 in 2004). It identified specific information now required to be disclosed,
webpages (URLs) for locating information. it is no longer possible for a company to
BMO and Nexen provided numerous adequately address everything in the annual
references to their websites without report. Various attempts have resulted in
identifying the URLs. Potash provided extraordinarily long, cumbersome annual
keywords in the summary annual report to reports or superficial coverage of important
facilitate access to its online annual report. topics. The Study Group, therefore,
A number of companies also noted that considered whether a summary annual
additional information was available on the report would be of use to investors and other
regulatory websites (SEDAR and/or EDGAR) stakeholders.
and provided the URL.
Preparing a Summary
Whatever the challenges ahead, it is evident Annual Report
that annual reports are an integral part What information might be included in a
of corporate reporting to stakeholders. summary annual report? As previously noted,
According to a 2005 Canadian Investor for a start, condensed financial statements,
Relations Institute survey, “of all the tools together with an auditor’s report. In addition,
used by publicly traded companies to reference should be made to the company’s
communicate with their investors, the annual website for the complete audited financial
report offers the most comprehensive picture statements and the detailed management’s
of where the company has been and where discussion and analysis to meet legal and
it is going.” In the Study Group’s view, the regulatory requirements (corporate reporting
quality of that picture gets better every year. on company websites is discussed in
Chapter 12).

Chapter 10 of this Research Study (see Exhibit


10.11) summarized the overall results of the
Study Group’s deliberations on the relative
importance of the 43 types of information
WithumSmith+Brown, Certified Public Accountants disclosures addressed in Chapters 5 to 9. Of
and Consultants30
these, 24 are considered essential disclosures
for corporate reporting. Exhibit 11.5 lists the
essential information disclosures for investors
and other stakeholders.

Corporate Reporting to Stakeholders


Exhibit 11.5
Financial and business information disclosures
ESSENTIAL INFORMATION DISCLOSURES may be communicated as a comment, an
explanation or an analysis:
Corporate Overview
1. Corporate mission • A comment refers to a simple description,
2. Products, services and markets perhaps a sentence or two, that may
3. Company ownership and control also include a reference to additional
4. President/CEO letter information sources, such as a company
5. Outlook
website.
Review of Operations
6. Overall review and interpretation
7. Segment review of operations • An explanation refers to a concise
8. Response to change summary that may include a narrative and
9. Forward-looking information a table, perhaps a page in length.
10. Risks and uncertainties
11. Financial and operating objectives
12. Performance compared to objectives • An analysis is a detailed discussion that
Financial Summary and Analysis may include narrative and performance
13. Analysis of operating results measures presented in tables, charts or
14. Segment analysis graphs.
15. Analysis of financial position
16. Analysis of cash flows
17. Liquidity Exhibit 11.6 summarizes the Study Group’s
18. Accounting policy changes not yet proposals on the level of disclosure a
implemented summary annual report should present.
19. Statement of management’s responsibility Chapters 5 to 9 set out numerous examples
20. Financial statements and auditor’s report
21. Performance measures illustrating current practices at the comment,
22. Share data explanation and analysis level of disclosure.
Supplementary Information Exhibit 11.6 also suggests keywords for
23. Table of contents navigating between the summary annual
24. Corporate directory report and the company’s website where
more detailed, updated information can
be made available to investors and other
stakeholders on a timely basis.

Chapter 11 / Summary Corporate Reporting


Exhibit 11.6
Summary Annual Report Disclosures and Keywords
Comment Explanation Analysis Keywords
A CORPORATE OVERVIEW OVERVIEW
1 Corporate profile √  Profile
2 Corporate mission √  Mission
3 Products/services/markets √  Business
4 Company ownership and control √  Ownership
5 Organizational structure √  Organization
6 Management team √  Management
7 Management committees √  Committees
8 Comparative financial highlights √  Highlights
9 President/CEO letter √ CEO letter
10 Commentary on industry and economy √  Industry
11 Outlook √  Outlook
B CORPORATE SOCIAL RESPONSIBILITIES CSR
1 Human resources √  HR
2 Social responsibilities √  Social
3 Environmental responsibilities √  Environmental
C REVIEW OF OPERATIONS OPERATIONS
1 Overall review and interpretation √  Overview
2 Segment review of operations √  Segments
3 Production information √  Production Data
4 Competitive conditions √  Competition
5 Response to change √  Adaptability
6 Forward-looking information √  Forward-looking Data
7 Risks and uncertainties √  Risks
8 Financial and operating objectives √ Goals
9 Performance compared to objectives √ Scorecard
10 Research and development √  R&D
11 Significant agreements and contracts √  Contracts
12 Industry specific data √  Industry Data
D FINANCIAL SUMMARY & ANALYSIS FINANCIAL
1 Analysis of operating results √  MD&A
2 Segment analysis √  Segment Data
3 Analysis of financial position √  MD&A
4 Capital investments and expenditures √  Capital Exp
5 Analysis of cash flows √  MD&A
6 Liquidity √  Liquidity
7 Quarterly financial information √  Quarterly Data
8 Accounting policy changes not yet implemented √  Pending Policies
9 Statement of management’s responsibility √  Mgmt Responsibility
10 Financial statements/auditor’s report √  Financial Data
11 Historical summary (minimum 5 years) √  Historical Data
12 Performance measures √  Metrics
13 Share data √  Share Data
E SUPPLEMENTARY INFORMATION SUPPLEMENTARY
1 Table of contents/navigation √  Contents
2 Glossary of terms √  Glossary
3 Corporate directory √  Directors
4 Shareholder and investor information √  Investor Info

Corporate Reporting to Stakeholders


During extensive discussion of the merits of Regarding scorecards, the CICA Corporate
preparing a summary annual report, the Study Reporting Awards 2007 (CRA) evaluation
Group reached consensus on the following criteria state:31
seven-step approach to address information
overload and complexity concerns and, at the “Scorecards should contain specific,
same time, make better use of the current measurable goal/target information for
technology: the year under review and the next year.
1. Begin by preparing condensed financial Progress toward achieving long term goals/
statements and the related auditor’s targets should also be cited. For example,
report. scorecard information provided by award-
winning companies deal with industry sector
2. Set out the company’s goals/targets and performance (shareholder return & earnings
scorecard, then draft the President/CEO range), supplier/customer leadership (sector
letter. ranking as preferred supplier, sales volume
by major business line, customer complaints
3. Focus on information that is essential to etc), cost and efficiency control (product
investors and other stakeholders (see cost reductions, transportation & distribution
Exhibit 11.5). savings), capital expenditures, etc. Each cited
goal/target for the year under review should
4. Disclose pertinent information listed in the be rated by the organization as achieved,
Framework For Corporate Reporting at partially achieved or did not achieve. It is not
an appropriate level of detail — comment, very helpful to cite the goals/targets but not
explanation or analysis (see Exhibit 11.6). to rate performance against them. It is not
satisfactory to provide little or no specific
5. Refer to examples of current disclosure measurable scorecard information, or to
practices by award-winning companies merely state that the company expects
in the CICA Corporate Reporting Awards to do better next year.”
program (see Chapters 5 to 9).
Regarding the president’s letter to
6. Use keywords and URLs (hyperlinks in the shareholders, the CRA evaluation criteria
PDF document) to navigate between the cover the following matters:
summary annual report and the company • corporate strategies/goals assessed
website (see Exhibit 11.6). against progress in achieving them and
how shareholder value is created;
7. Prepare an online annual report to • company developments;
complement and supplement the • market and industry issues;
hardcopy report (see Exhibit 11.7). • key performance indicators, capability to
improve performance and deliver results;
• forward-looking, growth strategy, future of
industry, risks & uncertainties.

Chapter 11 / Summary Corporate Reporting


In the Study Group view, it is crucial that Future of Corporate Reporting
companies prepare an online annual report In the Study Group’s view, it is now time to
to complement and supplement the printed look at the future of corporate reporting
report. Exhibit 11.7, an excerpt from the 2005 in Canada. Clearly the CICA, the Canadian
annual report of ONEX Corporation, is an Securities Administrators and the international
example of cross-referencing from the hard accounting and auditing standards boards will
copy to the company website. The use of all help shape tomorrow’s corporate reporting.
company websites is explored in Chapter 12 The international public accounting firms
and Appendix D. will also play an important role in the global
markets.
Exhibit 11.7
Guidance issued by PricewaterhouseCoopers
LLP in 2007 offers one model for the future.
It spells out what investors want (see Exhibit
11.8) and suggests seven pillars for effective
communication of the future:32
1. Communicate targets for the key
performance indicators (KPIs) used to
manage your business.

2. Demonstrate the linkage of other content


areas within your reporting to your longer-
term objectives and the strategies to
achieve those objectives.

3. Explain the resources available to


your company that help to attain your
objectives and how they are managed.

4. Describe the principal risks and


uncertainties that may affect your
company’s long-term value or prospects.

5. Provide quantified data on the trends and


factors likely to affect your company’s
future prospects.

6. Spell out any uncertainties underpinning


forward-looking information.

7. Clarify the significant relationships with


stakeholders that are likely to influence
the performance of your company and its
value.

Corporate Reporting to Stakeholders


A 2007 PricewaterhouseCoopers LLP global defined key performance measures? Do
survey tells corporate leaders to ask the you display these measures prominently in
following questions as they review their your communications?
company’s reporting practices:33
• If you were an investor, could you evaluate • Wherever possible, have you created a
your company’s long-term potential based forward-looking picture of the business,
on your external communications? against which short-term financial
performance can be understood?
• Are you helping investors understand
the “Big Picture” by providing sufficient • Have you identified any surplus
contextual information to assess information in your reporting that could
the sustainability of your company’s be reduced or eliminated to improve the
performance and growth? clarity of your messages?

• Is it easy to understand the trends in your Exhibit 11.8


revenues and operating profits and the
drivers that cause them? MODELLING THE FUTURE
• Are you taking the opportunity to explain
STRATEGY
how value is created and how you
measure value creation?

• Is there sufficient detail in segment The problem What investors want


What is a company trying to achieve? How? Why?
disclosures to provide a true understanding To assess the quality and sustainability of a company’s
A clear statement on where the company is heading.
performance, investors need to be clear about its strategy. An understanding of:
of your various components? They need to know how management intend to address p The company’s strategic priorities.
market trends, the threats and opportunities that they
p The resources that must be managed to deliver them.
represent. They also need to understand the relationship
between strategic objectives, management actions and p How strategic success is measured.
• How consistent is your segment reporting executive remuneration. Then they can judge the
appropriateness and success of management actions
A timeframe over which to assess strategic success.

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

Many strategic statements lack the detail


needed to understand the priorities for action,
the resources that must be managed, and how
success is measured.

18

Chapter 11 / Summary Corporate Reporting


CONCLUSION friendly format that permits investors,
The terms of reference for this Research financial intermediaries, analysts and other
Study asked the Study Group to identify stakeholders to move readily back and forth
what information is needed in corporate between the information in the summary
reports, beyond the financial statements, annual report and the related information
and to provide guidance on the presentation on the company’s website. Investors and
of such information in corporate reporting other stakeholders accessing the Internet
to stakeholders. In response, the Study information should be able to permanently
Group considered the merits of summary retain an electronic version of the summary
corporate reporting in communicating with annual report and other information.
investors and other stakeholders. It reviewed Alternatively, the information could be
the literature in this area and surveyed both provided in paper copy to any investor who
current practice and trends in summary prefers to review more detailed information in
annual reports. It then debated how that format.
summary annual reports might be prepared
and whether they might help address future In addition, companies should be encouraged
challenges for corporate reporting. to take advantage of technological
developments that make information easier
In the Study Group’s view, a company should to use and more readily accessible, while
convey key information to investors in the retaining the comprehensive quality available
form of a summary annual report and provide today. In other words, companies should
supplementary information on the company’s harness the power of the Internet to allow
website in a format that enhances the ability investors to efficiently access the particular
of investors and other stakeholders to information in which they are interested
effectively use the more detailed information. and to choose the format in which they
receive more detailed information. Corporate
The website version of the summary annual reporting on the Internet is discussed in
report should be presented in a user- Chapter 12.

Corporate Reporting to Stakeholders


Notes:

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).

4. Martin J. Eppler and Jeanne Mengis, “A 8. PricewaterhouseCoopers interviewed more than


Framework for Information Overload Research 50 professional investors around the world in
in Organizations: Insights from Organization late 2006 about their use of the balance sheet
Science, Accounting, Marketing, MIS, and Related in their analysis of companies’ performance.
Disciplines, Paper # 1 (Lugano: Universita della The survey results, collated in Measuring assets
Svizzera Italiana, September 2003). and liabilities — Investment professionals’ views
(released February 2007) contribute to a deeper
5. Corporate Reporting: Is It What understanding of attitudes and practices in the
Investment Professionals Expect? (London: investment community.
PricewaterhouseCoopers, November 2007). This
report looks at the information that companies 9. See Accounting Standards in Evolution, op.cit,
provide, and whether investors and analysts pp. 507-512. It is interesting that, in a letter dated
from the UK, US, Canada, Germany, France and August 31, 1988, the CICA Accounting Standards
Australia have the information that they need Committee (AcSC) expressed concerns in
to assess corporate performance. The findings response to the MD&A requirements stating
show a significant expectation gap between the there was a potential for “information overload.”
importance investors attach to key information
and the adequacy of the information they 10. The Financial Executives International (FEI)
receive. The report is available online (http:// notes that the complexity and technical
cfodirect.pwc.com/CFODirectWeb/download?s demands of accounting and disclosure standards
ourcetype=contentattachment&content=MSRA- have increased considerably in recent years.
78VPD8&filename=PwC_CRSurveyNov07.pdf). It believes complexity harms the ability of
users of financial statements to understand the
6. This point was articulated very well by D. information provided and impairs the ability
Haggie, “The Annual Report as an Aid to of preparers to explain their financial results
Communication,” Accountancy (August 1984), in a meaningful way. Investors are not well
pp. 66-69. The author argued for a policy served by the drain on shareholder wealth from
of “warts and all” disclosure. He recognized the excessively complex compliance process.
that injudicious phraseology can be harmful The capital markets are not well served when
and unsophisticated candor can be counter- scarce financial resources are not used in value-
productive, but there is a happy medium enhancing business initiatives but to satisfy
between total secrecy and (fiscally speaking) disclosure and accounting requirements that
indecent exposure. Annual reports should be fail to meet cost-benefit tests. Issued in 2007,
designed frankly and graphically to interpret the the FEI’s “Four Point Plan” recommends steps
facts behind the figures; to put in perspective to address complexity, including a call for all
a year in the life of a company. Success should stakeholders in the financial reporting process
not be an excuse for overkill. Failure should to come together to form an independent
not be swept under the carpet, with apologetic “Committee on Complexity.”
murmurs from the directors involved. Credibility
is the key. Since figures seldom lie, the message 11. Questions about standards overload are
accompanying them, whether by the chairman discussed by Yan Barcelo in “Standards
or in the directors’ report, must be an accurate Overload Blues,” CAmagazine (March 2007)
reflection of them. Credibility and confidence are (see http://www.camagazine.com/index.cfm/
the result of this kind of corporate plain-dealing, ci_id/35948/la_id/1).
quite apart from ethical considerations.

Chapter 11 / Summary Corporate Reporting


12. The lecture by Sir David Tweedie, “Keep 18. This was reported at the NIRI e-Learning Forum
it simple, stupid! Can global standards be on September 26, 2006. A “10K wrap” is the
principle-based?” is available online as a PDF file required SEC annual filing Form 10K with a
(see http://www.frc.gov.au/reports/other/2007_ cover wrapped around it to provide additional
ken_spencer_memorial_lecture.pdf), an information, such as products/services,
MP3 audio or slides (see http://harangue. president/CEO letter, highlights and shareholder/
lecture.unimelb.edu.au/ilectures/ilectures. investor information.
lasso?ut=1027&id=31109).
19. See P. Frishkoff, Reporting of Summary
13. See Carla Carnaghan and Sally P. Gunz , Indicators: An Investigation of Research and
“Recent Changes in the Regulation of Financial Practice (Stamford, Connecticut: Financial
Markets and Reporting in Canada,” Accounting Accounting Standards Board, 1981).
Perspectives, Volume 6 (January 2007),
pp. 55-94; (http://caaa.metapress.com/(nrhum 20. Refer to Deloitte Haskins & Sells, Summary
kaskglicc45xukvqc45)/app/home/contribution.as Reporting of Financial Information: Moving
p?referrer=parent&backto=issue,3,4; Toward More Readable Annual Reports
journal,1,1;linkingpublicationresults,1:120430,1). (Washington: Financial Executives Research
Foundation, 1983).
14. In 2005, the Capital Markets Leadership
Task Force comprising a common interest 21. See Summary Reporting of Financial Information,
group of stakeholders administered by the op. cit, pp. 5-12, for a review of the outcome of
Canadian Institute of Chartered Accountants the study and proposed minimum disclosure
commissioned J. Efrim Boritz, FCA, to prepare a guidelines.
Discussion Paper on Maintaining Quality Capital
Markets Through Quality Information. Published 22. For a closer look at how one of the first
in April 2006, the Discussion Paper portrays summary annual reports was produced, refer
the current environment and proposes ideas to M. Macklin, “How McKesson is Pioneering
for enhancing financial information in Canada’s the Summary Annual Report,” Journal of
capital markets. The paper is available on the Accountancy (May 1988), pp. 48-50.
CICA website (http://www.cmltf.ca/index.cfm/
ci_id/30808/la_id/1.htm). 23. See R.H. Tondkar, E.N. Coffman and B.M.
Cunningham, “New Developments in Summary
15. See Blueprint for a Canadian Securities Annual Reports,” CPA Journal (September 1988),
Commission, Crawford Panel on A Single pp. 78-79. The primary users of annual reports
Canadian Securities Regulator (June 7, 2006) are, according to the authors, the company’s
(http://www.crawfordpanel.ca/Crawford_Panel_ shareholders. Shareholders can be divided into
final_paper.pdf#search=%22Blueprint%20 two broad groups — sophisticated investors (e.g.,
for%20a%20Canadian%20Securities%20 institutional investors) and less sophisticated
commission%22). investors (e.g., average shareholders). This
classification provides the basis for differential
16. An example of the ongoing debate is the series reporting, which recognizes that users of
of articles in the June 2007 Special Issue of financial reports have different needs for
the Journal of Corporate Finance. The articles information and varying abilities to understand
focus on SEC Regulation and Corporate such information. Differential reporting seems to
Finance. The lead article, by Janet Kiholm Smith, provide the foundation and primary justification
“Evaluating the Boundaries of SEC Regulation” for summary annual reporting.
(pp. 189-194), provides a rationale for studying
recent regulatory changes and for addressing 24. Recent academic research suggests that the
the overarching question of how to define the summary annual report could provide a solution
boundaries of SEC intervention in financial to information overload, as well as improve
markets. The study provides an overview of communications between company management
papers in this special issue and concludes and shareholders. See, for example, Aline Girard
with suggestions for how policymakers can and Philémon Rakoto, “L’envoi systématique
use research to better evaluate the costs and du rapport annuel global aux actionnaires :
benefits of regulation. une pratique en voie de disparition? Revue
international de gestion, vol. 30, no.3, automne
17. Refer to Troy A. Paredes, “Blinded By The Light: 2005, p. 80-86 and “Summary Annual Reports:
Information Overload and Its Consequences for In or Out?” Proceedings, 26th Annual Conference
Securities Regulation,” Washington University of the European Accounting Association, April
Law Quarterly, Volume 81, pp. 417-485. 2-4, 2003, Sevilla, Spain. Also refer to Philémon

Corporate Reporting to Stakeholders


Rakoto, “Caractéristiques de l’information, 29. Appendix E to this Research Study provides an
surcharge d’information et qualité de la overview of the requirements for “management’s
prédiction,” Comptabilité, Contrôle, Audit, Tome discussion and analysis,” which is also called
11, vol. 1, mai 2005, p. 23-38. “narrative reporting” in some countries.

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.

Chapter 11 / Summary Corporate Reporting


Chapter 12

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

From a corporate reporting perspective, the 2007 CRA


program observed that: “Electronic reporting of annual
[reports], interim financials and press releases is now
standard practice for virtually all listed corporations.
Continued improvement in the use of technology is noticed.”3

From an investor and other stakeholder perspective, a TSX


Group survey observed that attitudes toward technology are
changing (see Exhibit 12.1). There is a continued increase in
the proportion of shareowners agreeing that the Internet is an
essential tool for providing investment information. About 75%
of Canadians, in general, and about 90% of shareowners, in
particular, have Internet access (see Exhibit 12.2).4

Because corporate reporting on the Internet is increasing, the


Study Group decided to review the pertinent literature in this
area, survey the information content of corporate websites
and discuss the challenges created by the rapid advancement
of information technology.

Corporate Reporting to Stakeholders


Exhibit 12.1
in the 1990s. The OSC is planning to provide
a similar service. The Canadian Financial
Database is an example of the filing of
financial information with a database; in fact,
it uses the annual reports of public companies
for input.

As companies move on-line with electronic


filing capabilities and information is
continuously available, there may be little
need for an annual report to be published.
Still, there is widespread agreement that, for
the foreseeable future, the primary report
submitted annually to shareholders will be a
printed document. Indeed, given the enormous
Exhibit 12.2 capacity of computers to produce and store
information, the need for the annual report
may be even greater in the electronic age.

While the electronic transmission of


information may make the analyst’s job easier
and more productive through quick access
and retrieval, the printed annual report
will still have tremendous value. There is a
lot of image information in annual reports
conveyed through elements like graphics
and photography which management uses to
differentiate themselves from the competition.
Experimental and novel approaches will
surface from time to time, but analysts and
investors are accustomed to receiving and
REVIEWING THE LITERATURE reviewing traditional annual reports. Such an
The impact of information technology was entrenched reporting format is unlikely to be
briefly addressed in the 1991 CICA Research replaced because it remains a familiar and
Study Information to be included in the cost-effective way of disseminating corporate
Annual Report to Shareholders (Chapter 9) information to a wide audience at a point in
as follows: time.

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;

Chapter 12 / Corporate Reporting on the Internet


• what companies around the world are In 2000, the US Financial Accounting
actually doing (this involved a detailed Standards Board (FASB) issued a report on
analysis of the websites of the 30 largest Electronic Distribution of Business Reporting
companies in each of 22 countries, 660 Information as part of its Business Reporting
companies in all); Research Project (BRRP). The report
• standards for electronic business examined the kind of business information
reporting, within the constraints of corporations were reporting outside of
technology; financial statements.7
• the shortcomings of business reporting on
the Internet within current technologies; In 2002, the International Federation of
and Accountants (IFAC), together with the IASC
• the technological changes on the and in consultation with interested parties,
horizon and how they can improve issued Financial Reporting on the Internet.
electronic business reporting (particularly The purpose was to stimulate discussion
downloading and analysis of financial of issues facing organizations opting to
data). communicate financial information on their
corporate websites. The paper states “Those
Among other recommendations, the paper who have responsibilities in the traditional
urged the IASC to adopt a Code of Conduct environment have similar responsibilities
for web-based business reporting. It also when the information is also communicated
recommended the IASC join a consortium by the Internet, and ultimately the interest is
effort — which would include information the same — to ensure high-quality, transparent
intermediaries, software companies, securities financial reporting on the Internet, or
regulators, national accounting standard otherwise.”8
setters, international accounting firms and
others — to develop a global electronic In 2003, the Toronto Stock Exchange
business reporting language to meet the (TSX) updated Electronic Communications
needs of investors, lenders, regulators and Disclosure Guidelines. That publication
others who look to the Internet for financial strongly recommends that all listed issuers
and operating information about business maintain a corporate website to make
enterprises. investor relations information available
electronically. It also maintains that Internet
Also in 1999, the CICA published the disclosure alone will not meet issuers’
Research Study The Impact of Technology disclosure requirements and that they
on Financial and Business Reporting.6 That must continue to use traditional methods
study reviewed the pertinent literature and of dissemination. The overall objective of
surveyed 370 companies, drawn from the the guidelines is to encourage the use of
approximately 10,000 companies listed on electronic media to make investor information
the New York Stock Exchange, NASDAQ and accessible, accurate and timely. The challenge
the Toronto Stock Exchange, to provide an of regulating electronic media is to ensure
overview of how much the Internet was being that regulatory concerns are addressed
used for financial reporting in North America. without impeding innovation.9
The survey, along with others undertaken in
the US and Europe, indicated that there was a In addition to the above-noted landmark
relatively high, and increasing, level of usage publications issued by various standard-
of the Internet for presenting financial data. setting bodies and stock exchanges, the

Corporate Reporting to Stakeholders


current literature includes a growing body of navigation and the use of technology on the
academic research that examines corporate websites of 125 companies that participated
reporting on the Internet.10 in the CICA Corporate Reporting Awards
program for the 2005 or 2006 competitions.
SURVEYING CORPORATE It also analyzed whether essential information
WEBSITES was made available to investors and
CICA Corporate Reporting Awards 2007 other stakeholders and assessed how well
(CRA) looks at “Excellence in Electronic technology was being used to enhance
Disclosure for TSX-listed Companies,” 11 communications. Appendix A contains an
recommending evaluation criteria addressing alphabetical list of the survey companies,
the content, navigation and usability of along with the website address (URL) for
investor relations (IR) sections of company each company.
websites. The criteria focus on whether the IR
home page: Each website was analyzed three times
• has a proper “meta page title,” which for the survey. Starting with the company
includes the name of the company sitemaps (website architecture), the first step
followed by the words “investor relations” was to create an inventory of the information
(important for book marking); items companies provided and to categorize
that information. About one-quarter of the
• immediately addresses visitors’ primary survey companies did not provide a sitemap.
needs (for example, find specific Therefore, the second step was to analyze
information, introduce the company, each company’s home page as a proxy for
provide updates); the sitemap. The third step was to determine
where the information items were located — in
• contains a clearly marked section that the investor relations section or elsewhere on
describes the company and outlines its the website.
investment proposition.
Almost 5,000 information items were
Survey of Information Content identified, with 2,000 located in the investor
With the CRA evaluation criteria in mind, the relations section and 3,000 elsewhere. On
Study Group commissioned a comprehensive average, there were 42 items per company,
survey of the information content of certain ranging from 34 to 56 depending on the
Canadian company websites early in 2007. industry.
The survey examined the information content,

Chapter 12 / Corporate Reporting on the Internet


The categories of information and the items For each of the 24 types of essential
classified under each category are set out information listed in Exhibit 12.3, the number
in Appendix D, together with some general of clicks to find it was recorded. This
observations on the survey findings. The provided a proxy measure of the ease of
10 main categories of information and the website navigation. Counting the number of
percentage of companies reporting such clicks stopped when the link to the annual
information are: report was reached, since it was assumed
• communication (100%); that most of the essential information would
• investor relations (99%); be found there.
• financial (96%);
• management (94%); Exhibit 12.3 presents the results of the analysis.
• governance (84%); It lists the 24 essential information items, the
• human resources (78%); number of companies (if any) providing them,
• social responsibility (63%); the percentage of companies providing each
• marketing (62%); item and the minimum/maximum number of
• production (43%); clicks needed to locate the item:
• miscellaneous (42%). • 88 companies (78%) disclosed the
corporate mission;
Analysis of Essential Information • 75 companies (66%) presented some
After taking inventory and completing a information about products, services and
general analysis of the information content markets;
on the websites surveyed, the Study Group • 18 companies (16%) included a president/
decided to focus its attention on the CEO letter or short message;
investor relations webpages.12 It decided to • 24 companies (21%) provided an overall
assess whether those pages were disclosing review of operations;
essential information to investors and • 108 companies (96%) provided links to the
other stakeholders. Using the previously financial statements and auditors report;
identified essential information items (see • 111 companies (98%) disclosed information
Chapters 5 to 9), it carried out an in-depth about share data;
analysis of company websites and, at the • 93 companies (82%) provided navigation
same time, noted the ease or difficulty of links, usually located at the left of the
finding the information. In the Study Group’s screen;
view, if a website user is unable to find • 36 companies (32%) included a corporate
the information quickly — within a couple directory.
of clicks — communication efforts will be
ineffective.

Corporate Reporting to Stakeholders


Exhibit 12.3
ESSENTIAL INFORMATION
# of # of Clicks
Companies % (min/max)

A Corporate Overview       

2 Corporate mission 88 78% 1/5


 
3 Products/services/markets 75 66% 2/5
 
4 Company ownership and control 3 3% 3/4
 
  9 President/CEO Letter 18 16% 1/4
  11 Outlook 4 4% 2/5

C Review of Operations     

1 Overall review and interpretation 24 21% 2/4

  2 Segment review of operations 5 4% 2/4


  5 Response to change 0 0%
 
6 Forward-looking information 2 2% 2/3
 
7 Risks and uncertainties 0 0%
 
  8 Financial and operating objectives 8 7% 3/5

  9 Performance compared to objectives 5 4% 4/4

D Financial Summary and Analysis     

1 Analysis of operating results 4 4% 3/4

2 Segment analysis 0 0%  

  3 Analysis of financial position 2 2% 3/3


  5 Analysis of cash flows 1 1% 4/4
  6 Liquidity 10 9% 3/5
 
Accounting policy changes not yet
  8 implemented 0 0%  
 
9 Statement of management’s responsibility 0 0%  
 
10 Financial statements/auditor’s report 108 96% 2/6
 
  12 Performance measures 59 52% 2/5

  13 Share data 111 98% 2/4

E Supplemental Information

  1 Table of contents/navigation 93 82%  

  3 Corporate directory 36 32% 2/3

Chapter 12 / Corporate Reporting on the Internet


In summary, only eight of the 24 essential • 21% provided a link for users to give their
information items were provided by more e-mail address for receiving e-mail alerts;
than 10% of the survey companies. Five • 18% provided an e-mail subscription
essential information items were not found feature for the latest news and reports;
at all — response to change, risks and • 13% provided information in videos,
uncertainties, segment analysis, accounting photos, MP3, podcasts and interactive
policy changes not yet implemented and graphics;
statement of management’s responsibility.
Very few provided the other 11 essential As noted above, most survey companies
information items. put their financial statements and auditors’
report on their investor relations webpages
The most important survey conclusion is that, via a link to a PDF or HTML document
in general, companies are not using their containing all or part of the full annual report.
investor relations webpages as a distinct A few companies provided the information
communication medium (compared to the elsewhere on their websites. Exhibit 12.4
annual report) to convey essential information shows how technology provided the different
to investors and other stakeholders. This annual report formats.
section of corporate websites seems to serve
only as a library to store company reports. Exhibit 12.4 shows that 96% of the companies
posted their annual reports in PDF format:
Use of Technology • 43 companies (38%) had a table of
As part of the survey, the Study Group contents with hyperlinks corresponding to
evaluated the use of technology to the sections of the annual report. Users of
communicate with investors and other the annual reports of the other 62% would
stakeholders. The survey showed that: have to click and flip through the entire
• 63% of the companies provided links to report to find the information they were
investor presentations (for example, in looking for. Clearly, companies are not
PowerPoint format, PDF format, video, using Acrobat technology features to help
etc.); users navigate.
• 44% used webcasts to present the
president’s message or to provide links • One company used Acrobat technology
to the CFO or CEO presentations or features (hyperlinks) to help users
conferences; navigate within its annual report PDF
• 43% utilized a “document request” feature document but the hyperlinks did not
where users can give their mailing and help them find other information located
e-mail addresses; elsewhere on the website.
• 22% provided the capability for generating
up-to-date graphics of share data (10%
had links to pop-up graphics);

Corporate Reporting to Stakeholders


Exhibit 12.4
ESSENTIAL INFORMATION
AND THE USE OF TECHNOLOGY
# of %
Companies of 113
Financial Summary and Analysis
  Annual Reports 108 96%

      HTML 36 32%

      Navigable within and without 2 2%

      Navigable within only  30 27%

          Largely navigable 14 12%


 
        Links to MD&A PDF documents  13 12%
 
        Links to PDFs (full report and parts)  18 16%

        Links to Excel files  8 7%

        Table of content links  25 22%


 
      Annual report replication  30 27%
 
      Long HTML webpages  23 20%
 
        Integrated features  9 8%

        Search tool  10 9%

      PDF 108 96%

      Animated 1 1%
 
        Table of contents with links  43 38%

        Hyperlinks (within document)  1 1%

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.

Chapter 12 / Corporate Reporting on the Internet


FACING THE CHALLENGES Future of the Online Annual Report
As previously mentioned, companies are The Study Group proposed, in Chapter 11,
not using the investor relations webpages that investors and other stakeholders receive
as a distinct communication medium. a clear, concise summary annual report
Investor relations is the field of corporate containing the key information needed to
communications specializing in information make informed investment decisions. It also
and disclosure management for public and proposed that companies be encouraged
private companies as they communicate with to take advantage of technological
the investment community at large. Many developments to provide information that
larger publicly-traded companies now have is easier to use and more readily accessible,
dedicated IR officers, who oversee many while retaining the comprehensive quality
aspects of shareholder meetings, press available today. In other words, companies
conferences, one-on-one briefings, investor should harness the power of the Internet
relations sections of company websites, and to allow investors to efficiently access the
company annual reports.13 particular information they are interested in
and to choose the format for receiving more
With respect to “Excellence in Electronic detailed information.
Disclosure for TSX-listed Companies,” the
CICA Corporate Reporting Awards 2007 For the foreseeable future, it is apparent
evaluation criteria encompassed “Overall that the online annual report will continue to
Effectiveness and Best Practices.” It notes be driven by its offline annual counterpart,
that excellent electronic disclosure involves including the legal and regulatory
making the best use of technology to requirements companies must consider
make the most relevant information readily when presenting the information.15 Given the
available to users.14 trend toward greater narrative reporting,
companies will need to look more critically
To be effective, a website must be treated as at non-financial information and provide a
a communications vehicle in its own right. It clearer indication of aims, objectives, strategy
is not merely an Internet bulletin board. The and key performance indicators.
information content and readability should be
integrated with technology, not overwhelmed In the National Investor Relations Institute
by it. That requires the appropriate use of (NIRI) 2006 Survey Results on Annual Report
multimedia, photographs, tables, charts and Trends and Practices, respondents stated that
graphics. an online annual report (see Exhibit 12.5):16
• is formatted in PDF version (89%) or as an
The Study Group discussed the future of interactive HTML (65%);
online annual reporting, the information • features an index (34%), photographs
content that corporate websites should (51%) and illustrations (25%);
contain and how companies could make • includes downloadable financial data for
better use of existing and emerging use in a spreadsheet (22%).
technologies to enhance corporate
communications with investors and other
stakeholders.

Corporate Reporting to Stakeholders


Exhibit 12.5 Exhibit 12.6

AR Trends 2007 (page 3) selected 130


Canadian and 76 US reports to collect data
on 106 items and characteristics that define
an annual report. The goal was to explore
how companies use traditional annual reports
to inform and engage investors as effectively
as possible. Exhibit 12.6 shows that, although AR Trends 2007 also notes (pages 50-53)
HTML is a more powerful format for the web, that:
more companies are using only PDF for their • “Some companies direct readers to
online reporting. their website for additional commentary
through their printed report. The print
and Web version of the annual report
should work in tandem to strengthen its
usefulness to investors.”

• “A good investor relations website is not


simply a bulletin board for the company’s
print documents. It provides context
and supplementary data while making
full use of the Internet’s capabilities for
interactivity, including the ability to be
constantly updated.”

Chapter 12 / Corporate Reporting on the Internet


Online annual reports have evolved in various should be unambiguous, timely and relevant
ways: to investors and other stakeholders.
• The printed annual report is designed and
produced, then converted into an online In the Study Group’s view, website content
version. should include financial and non-financial
information (where possible, allowing for Excel
• The print and online versions are downloads). It should distinguish between
developed simultaneously to maximize the current and historical information and be kept
web’s interactive and media capabilities. up to date, with a clear indication as to when
information has been posted. Information
• The online version is the priority and the that is no longer current should be archived
print is a hard copy of the online version. but remain accessible. Exhibit 12.7 highlights
best practices for making current and archival
• The online version replaces the printed materials available on company websites.
annual report entirely.
Exhibit 12.7
If the printed annual report becomes extinct,
what form will the online annual report take?17 BEST PRACTICES — CURRENT
AND ARCHIVAL MATERIALS
In the Study Group’s view, possible scenarios
include the following: • the most recent annual report (clearly
distinguishing audited and unaudited
• multimedia content, dynamic and
information);
interactive charts, video, animated
• the most recent interim report (clearly
graphics and audio; distinguishing audited and unaudited
• viewable on handheld devices;18 information);
• downloadable as Webcasts and Podcasts • current year financial highlights and
available as RSS alerts. summaries, including key performance
measures;
• any significant regulatory or legislative
In summary, the online annual report should
developments that may affect the company;
address the following key questions: • current share price, updated regularly;
1. Can visitors find the online annual report • a calendar to inform website visitors of
quickly and easily from the company upcoming events;
home page? • an e-mail alert capability to which visitors can
subscribe, if they choose;
2. Are a sitemap and a search feature • Webcasts/transcripts of presentations;
available? • 5 to 10 years of archived financial reports;
• share price and market capitalization
histories;
3. Does the website allow visitors to
• memorandum and articles of association;
choose how they receive more detailed
• an archive of press releases.
information?

Website Information Content Maintaining website content is usually


Current best practice now considers websites the responsibility of the investor relations
as the primary and definitive means of function. It often includes the transmission
communicating information about a company. of information on intangible values, such as
Ultimately, the usefulness of corporate company policy on corporate governance or
websites is determined by their content, which social responsibility. Recently, there has been

Corporate Reporting to Stakeholders


an increasingly popular movement toward • board size, composition and whether the
“interactive data” and the management of board has a majority of unrelated directors,
company filings through streaming-data including the basis for this analysis;
solutions such as XBRL or other forms of • board composition and whether it fairly
electronic disclosure.19 reflects the investment of minority
shareholders (in cases where a company
Corporate Governance Data has a significant shareholder), including
The corporate website is an ideal location for the basis for this analysis;
information about how a company is managed • discussion and description of the
on behalf of its shareholders. As is the case for structures and processes in place to
important financial information, the principles facilitate the functioning of the board
of corporate governance that underpin independently of management, when the
management should not be buried in an board does not have a chair separate from
annual report. Corporate governance remains the CEO;
a very important area to report. Although • review of measures for oversight of
some companies only list their directors and external communications, receiving
senior management, the best sites include shareholder feedback and dealing with
comprehensive details of the governance shareholder concerns;
structure, including committees, policies, terms • board and executive compensation
of reference and recent activities — generally a disclosure.
comprehensive treatment of the governance
approach in place. Corporate Social Responsibility Data
Reporting on corporate social responsibility
CICA Corporate Reporting Awards 2007 (often called sustainability reporting) is
evaluation criteria for excellence in corporate becoming a significant global issue. What
governance disclosure included reviewing was once a peripheral aspect of corporate
the proxy circular and how a company uses reporting is now moving into the mainstream
technology to report this information. 20 accounting and reporting systems. This is
Company disclosures must clearly and happening at a time when the accounting
comprehensively deal with items such as: profession is moving from its traditional stance
• overall approach to corporate governance; of measuring only financial figures to one
• the mandate of the board of directors, that recognizes “intangible” items that can
including duties and objectives; have a considerable impact on a company’s
• board committees, their mandates and strategy and performance. The financial and
activities; economic data needs to be merged with social
• description of the procedures and and environmental information to enable
processes used in recruiting new directors management to see strategic impacts and
and assessing board performance; possibilities as a whole. 21
• information on the nominating committee;
• classification of decisions requiring prior CICA Corporate Reporting Awards 2007
board approval. evaluation criteria for excellence in sustainable
development reporting, which encompass
Company disclosures must also deal with: how technology is used to report this
• the board’s expectations of management; information, included:22

Chapter 12 / Corporate Reporting on the Internet


• key industry and company issues such as: capital investments, R&D investments
understanding of business context and and taxes);
challenges; clear identification of key risks; ○○ environment (includes data
discussion of key industry and company reported and context provided for
sustainability issues; and discussion of how water conservation/management,
key risks and issues are being addressed; eco-efficiency/materials management,
waste management, pollution
• context and company profile such as: abatement/emissions management
description of company; discussion of key and energy used);
business information (for example, number ○○ labour practices (includes data
of employees); presentation of ownership reported and context provided for
structure; description of company’s labour practices/management/labour
vision and strategy for sustainability; how relations; employee health and safety);
sustainability strategy is incorporated ○○ human rights; society (includes data
into corporate strategy; and discussion reported and context provided for
of scope of report (for example, community relations/engagement;
environmental, health and safety, social), discussion of political contributions);
regions covered, and period under review; ○○ product responsibility/supply chain
policies and practices; and
The CRA evaluation criteria also included: ○○ discussion of regulatory compliance.
• governance structure and management
systems such as: stakeholder engagement; As shown in Exhibit 12.8, AR Trends 2007
governance structure; and policies and notes (page 50) that: “Sustainability and
management systems; corporate responsibility tend to be web-only
• performance indicators such as: discussions, although more companies are
○○ direct economic impacts (includes producing printed CSR reports as well.”
data reported and context provided for

Exhibit 12.8

Corporate Reporting to Stakeholders


XBRL (eXtensible Business including those with visual, hearing, cognitive
Reporting Language) and motor impairments. It should enable
A new technology that companies should users to control a number of features
embrace is XBRL or “Interactive Data” useful including the size of the text, layout and
for presenting financial information. 23 It is navigation.
growing rapidly around the world and is set
to become the standard way of recording, In the Study Group’s view, Exhibit 12.9
storing and transmitting business financial highlights best practices for easing
information. navigation on company websites. Navigation
should be intuitive. As a start, the investor
XBRL Canada has made significant progress relations homepage should be only one click
in furthering the adoption of XBRL by away from the company homepage. A clear
Canadian companies and promoting the and comprehensive sitemap and a site search
benefits of its use. 24 In 2007, it supported feature should be available, along with a help
the launch of the Voluntary Filing Program button for those with difficulty finding what
by the Canadian Securities Administrators. 25 they want. By using navigation tracking and
It also received acknowledgment by XBRL different colours for visited and unvisited
International of the updated version of links, visitors can reference their current
the Canadian GAAP PFS Taxonomy and position on a website and retrace their steps.
sponsored the 16th XBRL International
Conference in December 2007. 26 An important aspect of navigation is
download time, which means smaller rather
The US Securities and Exchange Commission than larger PDF files or re-sizing large
is leading a global move to interactive files into several smaller files. The type of
financial reporting. 27 It has announced file should be listed, along with its size. In
the creation of a new office to lead the addition, links to third-party sites can provide
transformation to interactive financial a wider context for information. Relevant
reporting by public companies. There are links to industry bodies, regulators or trading
clear indications that it may be required in partners help keep visitors current with news
the near future. Therefore, companies should about the industry and overall economy. It
begin using it, both for filing with regulators is essential, however, to provide appropriate
and for disclosure on websites. legal disclaimers, such as a warning screen,
when users leave the company website.
Effective Use of Technology
A major advantage of web-based corporate Exhibit 12.9
reporting is that the communication
possibilities go far beyond that achievable BEST PRACTICES — NAVIGATION
by traditional means. Technology and • The investor relations webpage should be
interactivity can be used to engage investors readily accessible.
and enhance their experience (for example, • A site map and a search facility should be
available.
with Flash movies, videos of interviews with
• Navigation tracking should be provided.
senior management, financial information
• File download times should be minimized.
downloads, charting tools and feedback
• Links should indicate if they are internal to
forms). Technology can also be used to the company website or lead to third-party
design a website that allows equal access sites.
to information and services to all users,

Chapter 12 / Corporate Reporting on the Internet


In summary, no single Canadian company With the CRA evaluation criteria in mind,
included in the website survey met all the Study Group then undertook a survey
of the CRA criteria for 2007. Many have of corporate reporting on the Internet. It
room for improvement. Therefore, the best identified the general information content of
practices criteria provide a useful foundation company websites, analyzed whether essential
for improving company websites and, in information is made available and assessed
particular, investor relations webpages. 28 how well technology was used to enhance
Examples of leading-edge companies communications.
implementing best practices (such as Nexen
Inc., Potash Corporation of Saskatchewan Inc., The most important observation from this
TELUS Corporation, BCE Inc., The Thomson survey is that, in general, companies are not
Corporation, Bank of Montreal, MDS Inc., using their investor relations webpages as a
Talisman Energy Inc. and Petro-Canada) may distinct communication medium (compared
be a source of guidance for all organizations to the annual report) to convey essential
seeking to enhance online communications information. Furthermore, it is apparent that
with investors and other stakeholders. the use of technology to communicate with
investors and other stakeholders is still at an
CONCLUSION embryonic stage.
According to the CICA Corporate Reporting
Awards, companies, investors and other The Study Group discussed the future of
stakeholders are now shifting their focus the online annual report and the information
to the Internet as the primary medium for content that corporate websites should
corporate financial and business information. contain. It also considered how companies
The Study Group, therefore, decided to review could make better use of existing and
the pertinent literature in this area, survey the emerging technologies to enhance corporate
information content of corporate websites and communications as they shift to a new
discuss the challenges resulting from the rapid paradigm — real-time online reporting. This
advancement of information technology. area merits further study.

As part of the literature review, the Study


Group considered landmark publications
issued by various standard-setting bodies
and stock exchanges. It noted that the
current literature includes a growing body of
academic research that examines corporate
reporting on the Internet.

Corporate Reporting to Stakeholders


Notes

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.

Chapter 12 / Corporate Reporting on the Internet


13. This description of “investors relations” is 20. Information about the CICA Corporate Reporting
from Wikipedia (http://en.wikipedia.org/wiki/ Awards judging criteria is on the CICA website
Investor_relations). (http://www.cica.ca/1/3/1/index1.shtml).

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).

Corporate Reporting to Stakeholders


Appendix A

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.

Corporate Reporting to Stakeholders


No. Industry / Company  Website URL
  Communications and Media
1 Aliant Inc. Not available
2 BCE Inc. http://www.bce.ca
3 Canwest Global Communications Corp. http://www.canwestglobal.com
4 Rogers Communications Inc. http://www.shoprogers.com
5 TELUS Corporation http://about.telus.com
6 Thomson Corporation (The) http://www.thomson.com
7 Transcontinental Inc. http://www.transcontinental.com
  Consumer Discretionary
1 Canadian Tire Corporation Limited http://www2.canadiantire.ca
2 Empire Company Limited http://www.empireco.ca
3 Fairmont Hotels & Resorts Inc. http://www.fairmont.com
4 Four Seasons Hotels Inc. http://www.fourseasons.com
5 George Weston Limited http://www.weston.ca
6 Gildan Activewear Inc. http://gildan.com
7 Hudson’s Bay Company Not available
8 Loblaw Companies Limited http://www.loblaw.ca
9 Saputo Inc. http://www.saputo.com
10 Sobeys Inc. http://www.sobeys.com
  Diversified Industries
1 Agrium Inc. http://www.agrium.com
2 Alcan Inc. http://www.alcan.com
3 Bombardier Inc. http://www.bombardier.com
4 Brascan Financial Corporation Not available
5 CCS Income Trust http://www.ccsincometrust.com
6 Clearwater Seafoods Income Fund http://www.clearwater.ca
7 DALSA Corporation http://www.dalsa.com
8 DOFASCO INC. http://www.dofasco.ca
9 IPSCO Inc. http://www.ipsco.com
10 Methanex Corporation http://www.methanex.com
11 North West Company Fund http://www.northwest.ca
12 NOVA Chemicals Corporation http://www.novachem.com
13 ONEX CORPORATION http://www.onex.com
14 Russel Metals Inc. http://www.russelmetals.com
15 Toromont Industries Ltd. http://www.toromont.com
16 ZENON Environmental Inc. http://www.zenon.com

Appendix A / List of Survey Companies


No. Industry / Company  Website URL
  Financial Services
1 Bank of Montreal http://www4.bmo.com
2 Bank of Nova Scotia (The) http://www.scotiabank.com
3 Brookfield Asset Management Inc. http://www.brookfield.com
4 Canaccord Capital Inc. http://www.canaccord.com
5 Canadian Imperial Bank of Commerce http://www.cibc.com
6 Canadian Western Bank http://www.cwbankgroup.com
7 ING Canada Inc. http://www.ingcanada.com
8 Kingsway Financial Services Inc. http://www.kingsway-financial.com
9 National Bank of Canada http://www.nbc.ca
10 Power Corporation of Canada http://www.powercorporation.com
11 Power Financial Corporation http://www.powerfinancial.com
12 Royal Bank of Canada http://www.rbc.com
13 Toronto Dominion Bank (The) http://www.td.com
  Forest Products
1 Abitibi-Consolidated Inc. http://www.abitibiconsolidated.com
2 Cascades Inc. http://www.cascades.com
3 Catalyst Paper Corporation http://www.catalystpaper.com
4 Domtar Inc. http://www.domtar.com
5 Norbord Inc. http://www.norbord.com
6 TimberWest Forest Corp. http://www.timberwest.com
  Industrials and Energy
1 AltaGas Income Trust http://www.altagas.ca
2 Canadian National Railway Company http://www.cn.ca
3 CP Ships Limited Not available
4 Finning International Inc. http://www.finning.com
5 Precision Drilling Trust http://www.precisiondrilling.com
6 ShawCor Ltd. http://www.shawcor.com
7 SNC-Lavalin Group Inc. http://www.snc-lavalin.com
8 Stantec Inc. http://www.stantec.com
9 Transat A.T. Inc. http://www.transat.com
  Life Sciences and Technology
1 Angiotech Pharmaceuticals Inc. http://www.angiotech.com
2 Aspreva Pharmaceuticals Corporation http://www.aspreva.com
3 Biovail Corporation http://www.biovail.com
4 CAE Inc. http://www.cae.com
5 CGI Group Inc. http://www.cgi.com
6 CML Healthcare Income Fund http://www.cmlhealthcare.com
7 Cognos Incorporated http://www.cognos.com
8 MDS Inc. http://www.mdsintl.com

Corporate Reporting to Stakeholders


No. Industry / Company  Website URL
  Mining
1 Agnico-Eagles Mines Limited http://www.agnico-eagle.com
2 Barrick Gold Corporation http://www.barrick.com
3 Cambior Inc. http://www.cambior.com
4 Cameco Corporation http://www.cameco.com
5 Centerra Gold Inc. http://www.centerragold.com
6 Goldcorp Inc. http://www.goldcorp.com
7 HudBay Minerals Inc. http://www.hudbayminerals.com
8 Inmet Mining Corporation http://www.inmetmining.com
9 Ivernia Inc. http://www.ivernia.com
10 Placer Dome Inc. Not available
11 Potash Corporation of Saskatchewan Inc. http://www.potashcorp.com
12 Sherritt International Corporation http://www.sherritt.com
13 Teck Cominco Limited http://www.teckcominco.com
14 Yamana Gold Inc. http://www.yamana.com
  Oil and Gas
1 Baytex Energy Trust http://www.baytex.ab.ca
2 Canadian Natural Resources Limited http://www.cnrl.com
3 Canadian Oil Sands Trust http://www.cos-trust.com
4 Compton Petroleum Corporation http://www.comptonpetroleum.com
5 EnCana Corporation http://www.encana.com
6 Enerplus Resources Fund http://www.enerplus.com
7 Freehold Royalty Trust http://www.freeholdtrust.com
8 HUSKY ENERGY INC. http://www.huskyenergy.ca
9 NAL Oil & Gas Trust http://www.nal.ca
10 Nexen Inc. http://www.nexeninc.com
11 Paramount Energy Trust http://www.paramountenergy.com
12 Petro-Canada http://www.petro-canada.ca
13 PROGRESS ENERGY TRUST http://www.progressenergy.com
14 Shell Canada Limited http://www.shell.ca
15 Shiningbank Energy Income Fund http://www.shiningbank.com
16 Suncor Energy Inc. http://www.suncor.com
17 Talisman Energy Inc. http://www.talisman-energy.com

Appendix A / List of Survey Companies


No. Industry / Company  Website URL
  Real Estate
1 Boardwalk Real Estate Investement Trust http://www.boardwalkreit.com
2 Brookfield Properties Corporation http://www.brookfieldproperties.com
Chartwell Seniors Housing Real Estate Investment
3 http://www.chartwellreit.ca
Trust
4 Dundee Real Estate Investment Trust http://www.dundeereit.com
5 First Capital Realty Inc. http://www.firstcapitalrealty.ca
6 Legacy Hotels Real Estate Investment Trust http://www.legacyhotels.ca
7 RIOCAN REAL ESTATE INVESTMENT TRUST https://riocan.com
  Utilities and Pipelines
1 Atlantic Power Corporation http://www.atlanticpowercorporation.com
2 Canadian Hydro Developers, Inc. http://www.canhydro.com
3 Emera Incorporated http://www.emera.com
4 Enbridge Inc. http://www.enbridge.com
5 Enbridge Income Fund http://www.enbridgeincomefund.com
6 Great Lakes Hydro Income Fund http://www.greatlakeshydro.com
7 Northland Power Income Fund http://www.npifund.com
8 TERASEN INC. Not available
9 TransAlta Corporation http://www.transalta.com
10 TransCanada Corporation http://www.transcanada.com
  Small Cap/Venture
1 Ascalade Communications Inc. http://www.ascalade.com
2 Carmanah Technologies Corporation http://www.carmanah.com
3 High Liner Foods Incorporated http://www.highlinerfoods.com
4 Matrikon Inc. http://www.matrikon.com
5 Phoenix Technology Income Fund http://www.phoenixcan.com
6 Solana Resources Limited http://www.solanaresources.com
7 Warnex Inc. http://www.warnex.ca
8 Wescast Industries Inc. http://www.wescast.com

Corporate Reporting to Stakeholders


Appendix B

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.

For each company, over 50 types of information were


analyzed under the following categories:
A. Corporate Overview — explains what the organization is
all about and the economic environment within which it
operates.

B. Corporate Social Responsibilities — explains how the orga-


nization is meeting its social responsibilities to the public.

C. Review of Operations — discusses what the organization


has done and plans to do and whether it has the necessary
financial and other resources to achieve its goals.

D. Financial Summary and Analysis — depicts where the orga-


nization is now by presenting the financial statements and
the corresponding analysis of operating results, financial
position and cash flows.

E. Supplementary Information — relates to other matters of


interest to investors and other stakeholders.

Corporate Reporting to Stakeholders


F. Form and Presentation — encompasses G. Electronic Disclosures — covers links to
pictures, tables, date of issuance, timeli- company websites, sources of additional
ness .and volume of information. information on financial reporting, gover-
nance and sustainability matters, and links
to regulatory filings.

APPENDIX B Communications and Media


SUMMARY OF SURVEY RESULTS Consumer Discretionary
Diversified Industries
Financial Services
Forest Products
Industrials and Energy
Life Sciences and Technology
Mining
Oil and Gas
Real Estate
Utilities and Pipelines
Small Cap/Venture
Industry Classification
1 2 3 4 5 6 7 8 9 10 11 12 Total %
Number of companies by industry 7 10 16 13 6 9 8 14 17 7 10 8 125 100%
A CORPORATE OVERVIEW
1 Corporate profile 7 10 16 13 6 9 8 14 17 7 10 8 125 100%
2 Corporate mission 7 10 16 12 6 9 7 10 15 7 9 7 115 92%
3 Products/services/markets 7 8 15 13 6 9 7 11 13 6 8 7 110 88%
4 Company ownership and control 3 1 3 6 1 2 0 2 3 3 4 0 28 22%
5 Organizational structure 6 10 13 13 6 9 7 12 12 7 9 6 110 88%
6 Management team 3 5 3 4 2 4 4 3 4 4 2 2 120 96%
7 Management committees 6 10 15 13 5 9 8 14 19 6 9 8 40 32%
8 Comparative financial highlights 7 10 15 13 6 9 7 13 17 7 10 7 121 97%
9 President/CEO letter 7 10 16 13 6 9 8 14 17 7 10 8 125 100%
10 Commentary on industry and economy 7 9 10 13 4 9 5 13 15 2 6 5 98 78%
11 Outlook 7 10 16 13 6 9 8 14 17 7 10 8 125 100%
B CORPORATE SOCIAL RESPONSIBILITIES
1 Human resources 7 10 15 11 6 9 7 13 16 5 7 5 111 89%
2 Social responsibilities 6 8 11 10 6 7 2 13 16 1 7 2 89 71%
3 Environmental responsibilities 3 9 12 8 6 6 0 14 17 3 8 3 89 71%

Appendix B / Annual Report Survey Results


APPENDIX B (cont.) Communications and Media
SUMMARY OF SURVEY RESULTS Consumer Discretionary
Diversified Industries
Financial Services
Forest Products
Industrials and Energy
Life Sciences and Technology
Mining
Oil and Gas
Real Estate
Utilities and Pipelines
Small Cap/Venture
Industry Classification
1 2 3 4 5 6 7 8 9 10 11 12 Total %
Number of companies by industry 7 10 16 13 6 9 8 14 17 7 10 8 125 100%
C REVIEW OF OPERATIONS
1 Overall review and interpretation 7 10 16 12 6 9 8 14 16 7 9 8 122 98%
2 Segment review of operations 7 10 16 13 5 9 5 13 17 7 9 7 118 94%
3 Production information 2 4 9 10 4 6 4 14 17 0 10 5 85 68%
4 Competitive conditions 5 9 13 7 5 7 3 7 9 6 8 4 83 66%
5 Response to change 5 0 0 0 1 3 0 5 0 0 0 1 15 12%
6 Forward-looking information 7 10 16 13 6 9 7 14 17 7 10 8 124 99%
7 Risks and uncertainties 7 10 16 13 6 9 8 14 17 7 10 7 124 99%
8 Financial and operating objectives 4 6 15 13 3 8 0 12 9 6 9 6 91 73%
9 Performance compared to objectives 6 4 3 7 3 5 1 6 6 3 0 2 46 37%
10 Research and development 2 0 7 2 2 1 8 11 10 2 2 7 54 43%
11 Significant agreements and contracts 7 10 16 13 6 8 8 14 15 5 10 7 119 95%
12 Industry specific data 5 8 12 13 3 7 7 12 17 7 10 6 107 86%
D FINANCIAL SUMMARY & ANALYSIS
1 Analysis of operating results 7 10 16 13 6 9 8 14 17 7 10 8 125 100%
2 Segment analysis 7 9 16 13 5 9 5 13 15 7 8 5 112 90%
3 Analysis of financial position 5 10 16 13 6 9 6 14 17 7 9 7 119 95%
4 Capital investments and expenditures 7 10 16 13 6 9 7 14 17 7 9 6 121 97%
5 Analysis of cash flows 6 2 15 10 6 9 4 12 14 7 8 5 98 78%
6 Liquidity 7 10 16 13 6 9 8 14 17 7 10 7 124 99%
7 Quarterly financial information 7 10 16 13 6 9 8 14 17 7 10 7 124 99%
Accounting policy changes
8 7 10 16 13 6 9 8 14 17 7 10 7 124 99%
not yet implemented
9 Statement of management’s responsibility 7 10 16 12 6 9 8 14 17 7 10 8 124 99%
10 Financial statements/auditor’s report 7 10 16 13 6 9 8 14 17 7 10 8 125 100%
11 Historical summary (minimum 5 years) 7 7 16 13 6 8 6 10 12 3 8 4 100 80$
12 Performance measures 7 10 16 13 6 9 7 14 17 7 10 7 123 98%
13 Share data 7 10 16 13 6 9 8 14 17 7 10 8 125 100%
E SUPPLEMENTARY INFORMATION
1 Table of contents/navigation 6 10 16 13 6 9 6 14 17 7 10 8 122 98%
2 Glossary of terms 5 4 7 9 3 4 0 6 15 0 4 1 58 46%
3 Corporate directory 7 10 16 13 6 9 7 14 17 7 10 8 124 99%
4 Shareholder and investor information 7 10 16 13 6 9 7 14 17 7 10 8 124 99%

Corporate Reporting to Stakeholders


APPENDIX B (cont.) Communications and Media
SUMMARY OF SURVEY RESULTS Consumer Discretionary
Diversified Industries
Financial Services
Forest Products
Industrials and Energy
Life Sciences and Technology
Mining
Oil and Gas
Real Estate
Utilities and Pipelines
Small Cap/Venture
Industry Classification
1 2 3 4 5 6 7 8 9 10 11 12 Total %
Number of companies by industry 7 10 16 13 6 9 8 14 17 7 10 8 125 100%
F FORM AND PRESENTATION
1 Pictures 16 19 14 16 13 22 13 16 17 14 13 12 15
2 Tables 21 15 17 32 22 15 13 23 27 18 17 7 19
3 Date of issuance 7 10 16 13 6 9 8 14 17 7 10 8 125 100%
Average days to issue (from
4 60 58 49 40 44 50 46 62 55 44 43 57 51
fiscal year end)
5 Average number of pages 109 80 80 124 113 86 82 90 88 64 70 52 87
G ELECTRONIC DISCLOSURES
1 Company website reference 7 7 16 13 6 9 8 14 17 7 10 8 122 98%
2 Indication of additional information 7 5 14 13 5 8 7 7 17 4 8 3 98 78%
a) financial reporting 4 2 9 9 2 6 4 2 12 2 5 2 59 47%
b) governance 5 3 7 6 4 4 3 4 8 1 2 2 49 39%
c) sustainability 1 1 2 5 0 1 0 2 6 0 3 0 21 17%
3 Regulatory information 3 6 10 9 2 9 3 5 10 4 6 1 68 54%
a) company website reference 4 1 4 4 2 4 2 0 6 2 1 0 30 24%
b) SEDAR reference 5 6 11 10 3 9 4 11 15 6 8 7 95 76%
c) EDGAR reference 4 1 2 4 2 2 2 3 5 0 0 0 25 20%

Appendix B / Annual Report Survey Results


Appendix C

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;

• the corporate mission in a broad statement of the


company’s purpose, disclosing what the company is, what
it is doing, why it is doing it and whether it is sustainable;

• principal products and services, disclosing the location


of principal markets, plants and properties, distribution
channels, major customers, raw material sources and
trade/brand names;

• ownership and control, disclosing the majority and


minority interests, principal shareholders and geographic
distribution of shares;

• the organizational structure, identifying domestic and/or


international operations, the major organizational units,
operating divisions or lines of business;

• information on the management team, giving the names


of senior officers and outlining any significant changes

Corporate Reporting to Stakeholders


in organizational units or in key • some environmental responsibilities
management personnel during the year; information, such as the company’s
environmental policy, the impact
• management committees, identifying the of operations on the environment,
name and purpose of each committee and environmental risk management, expenses
the members; or contingencies, climate change and
applicable legislation?
• comparative financial highlights on the
results of operations, financial position, C. REVIEW OF OPERATIONS
cash flow and per share data, utilizing (discussed in Chapter 7)
financial ratios, percentage change data Does the corporate report discuss what
and graphics; the company has done and plans to do
and whether it has the necessary financial
• a letter from the president or CEO and other resources to achieve its goals by
providing an overview of performance for providing the following information:
the past year, summarizing key or unusual • management’s overall review and
events and discussing future prospects; interpretation covering a historical and/or
forward-looking analysis of the business
• a commentary on the industry and/or the and discussing material events and
economy in which the company operates, uncertainties;
discussing matters such as recent trends,
risks and uncertainties and/or economic • a qualitative segment review of operations
factors; based on how management views the
company’s lines of business or industry
• the company’s outlook disclosing the segments, addressing major developments
future prospects with regard to the year in the past fiscal year, unique aspects of
ahead and the operating or business cycle? foreign operations and outlook for the
ensuing fiscal year;
B. CORPORATE SOCIAL
RESPONSIBILITIES • production information, such as practices
(discussed in Chapter 6) regarding acquisition of raw materials,
Does the corporate report explain how the capacity utilization, physical output and
company is meeting its social responsibilities productivity or efficiency measures;
to the public by providing:
• some human resources information, such • competitive conditions, disclosing
as size of workforce, labour relations, significant factors that may have an
compensation and pay equity, staff impact on the company’s competitive
training and retention, productivity position and the relative market or
measures and efforts to improve industry position for its major products
management/employee communications; and services;

• some social responsibilities information • response to change, describing how


about the company’s overall community the company has dealt with changes in
involvement, philanthropy and sustainable the operating environment and external
economic growth and development; factors over the current and previous
years;

Appendix C / Guidelines for Corporate Reporting


• some forward-looking information, • a segment analysis covering key statistics,
discussing currently known facts that such as gross revenues, significant capital
are likely to materially affect the future and operating expenditures, operating
of the company and expectations income, return on shareholders’ equity and
about performance (for example, future capital and total assets;
prospects, future capital expenditure
commitments and future financing plans); • a comparative discussion and analysis of
financial position with a focus on changes
• information on risks and uncertainties that that have occurred in the assets and
could reasonably be expected to have a liabilities for the past two fiscal years,
major impact on the company’s financial explaining why changes have occurred or
position or operating results; expected changes have not occurred;

• 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;

• research and development, explaining • a comparative discussion and analysis of


current activities, significant new products cash flows for the past two fiscal years,
and processes and amounts expensed including descriptions and amounts
and/or capitalized during the fiscal year; of unusual or infrequent events or
transactions, or any significant economic
• information about significant agreements changes that have had (or could have) a
and contracts — whether approved, significant effect on continuing operations;
pending or expiring — that could have
a significant impact on the company’s • information about liquidity, including
current or future operations or working capital requirements, sources
profitability; of funding and the circumstances that
could affect those sources, the company’s
• industry-specific data on matters of ability to meet obligations as they become
particular interest for the industry due and how it expects to resolve any
classification? deficiencies, and any restrictions on
the ability to transfer funds within the
D. FINANCIAL SUMMARY organization;
AND ANALYSIS
(discussed in Chapter 8) • quarterly financial information, such as
Does the corporate report depict where the total revenue or net sales, net income
company is now by providing the following in total and on a per-share and diluted-
information: per-share basis, earnings-per-share, net
• a comparative discussion and analysis of income before discontinued operations
operating results with a focus on changes and extraordinary items, in total and on
that have occurred in the components a per-share and diluted-per-share basis,
of revenue and expense for the past two nonrecurring or exceptional income/
fiscal years; expense items, a reconciliation of amounts

Corporate Reporting to Stakeholders


previously reported along with an such as profitability, solvency, liquidity and
explanation for any differences, and a brief productivity;
commentary on fourth quarter operating
results and major developments; • share data such as outstanding share
capital, share trading summary, dividend
• information about accounting policy record and policy?
changes not yet implemented and their
estimated impact on future operating E. SUPPLEMENTARY INFORMATION
results including, where applicable, a (discussed in Chapter 9)
reconciliation of any important differences Does the corporate report address other
between Canadian and US GAAP matters of interest to investors and other
or international financial reporting stakeholders by providing the following
standards (IFRS); information:
• a table of contents or other means of
• a statement of management’s navigation, for example, on a company
responsibility for the financial statements website;
and for other information in the corporate
report, making reference to estimates and • a glossary of terms, practices and/or
judgments, internal control, the auditor’s concepts relative to the specific nature
and the audit committee’s responsibilities of operations or the industry in which the
and roles and corporate ethics; company operates;

• the financial statements and auditor’s • a corporate directory identifying


report; the company’s directors, key board
committees and a brief profile of each
• a historical summary of selected financial director;
data, such as net sales or total revenues,
income before extraordinary items, total • shareholder and investor information
assets, long-term financial liabilities, such as the date, time and location of the
preferred shares, shareholders’ equity, annual general meeting, stock exchanges
dividends, net earnings and earnings-per- and share trading symbol, transfer
share (for at least five years); agent/registrar/trustees and respective
addresses, any shareholder investment
• industry-specific performance measures, plans, address of corporate head office
such as non-GAAP measures, along with and investor relations contacts?
standard financial ratio analysis of matters

Appendix C / Guidelines for Corporate Reporting


Appendix D

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.

Corporate Reporting to Stakeholders


Exhibit D1
distinct webpage for financial information
Category of General Investor and reports. Such information included
Information Website Relations Total
/ Location Pages Pages links to regulatory websites (SEDAR and
EDGAR), annual reports and quarterly
1 Communication 95% 5% 100%
reports.
2 Investor Relations 0% 99% 99%
3 Financial 21% 75% 96% 4. Management: Almost all of the companies
4 Management 93% 1% 94% surveyed offered management data,
5 Governance 52% 32% 84% primarily on their general website pages
6 Human Resources 78% 0% 78% (93%). Companies provided information
Social
about the business internal environment,
7 63% 0% 63% key people (mainly about management
Responsibility
8 Marketing 67% 1% 68% team), mission, the business external
environment (mainly about markets) and
9 Production 40% 3% 43%
strategy.
10 Miscellaneous 39% 3% 42%

5. Governance: Most of the companies


GENERAL OBSERVATIONS surveyed (84%) also offered governance
ON SURVEY FINDINGS information, primarily on the general
1. Communication: All of the companies website pages (52%) for reference by all
surveyed provided communication data, stakeholders. Many put such information
primarily on the general website pages only on the investor relations pages (32%)
(95%). Companies are using their websites mainly for the attention of investors and
to communicate with stakeholders in shareholders. The data included various
various ways, for example, news releases, governance practices, information on the
media contact people, live presentation board of directors, code of ethics and
or live conferences (webcasts), providing mandates.
access to different documents or by
producing information directly on the 6. Human Resources: The majority of the
website. companies surveyed provided human
resources data on their general website
2. Investor Relations: Virtually all of the pages (78%). Most was about career
companies gave investor relations data, availability.
primarily on their investor relations pages
(99%), but a few companies provide some 7. Social Responsibility: Many of the
of this information elsewhere on their companies had social responsibility data
websites. It included share data, covering on their general website pages (63%),
analyst, investor presentations, dividend including information about community
policy and contact information. involvement (47%), environmental matters
(36%) and sustainability (25%).
3. Financial: Virtually all of the companies
surveyed (96%) provided financial data, 8. Marketing: Many of the companies had
primarily on their investor relations pages marketing data on their general website
(75%), but many also provide some types pages (68%), mostly about company
of financial information elsewhere on their products/services and customer services.
websites (21%). A few companies use a

Appendix D / Corporate Website Survey Results


9. Production: Less than half of the 10. Miscellaneous: Less than half the
companies provided production data, and companies surveyed gave miscellaneous
that appeared primarily on their general data, such as a glossary and a search
website pages (43%). It included analytical tool, placing it primarily on their general
data and information on the company website pages (42%).
operating structure.

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%

Corporate Reporting to Stakeholders


Exhibit D2 (cont.)
Corporate Website General Website Pages
Survey Results
Investor Relations Pages
Total
%
Type of Data Number of Companies
3 Financial 25 87 112 96%
Reports 11 95 106 91%
Sedar & Edgar weblinks 6 66 72 62%
Annual Reports 6 55 61 52%
Financial Reports 7 52 59 50%
Quarterly Reports 6 47 53 45%
Archives 1 15 16 14%
Analytical review 35 17 52 44%
Quantitative bird’s eye view 15 19 34 29%
Financial highlights 6 12 18 15%
Quarterly information 5 11 16 14%
4 Management 109 1 110 94%
Business (internal environment) 106 5 111 95%
Corporate profile 78 10 88 75%
Organizational structure 48 2 50 43%
History 46 0 46 39%
Our business at a glance 17 2 19 16%
Highlights (key events) 16 1 17 15%
Legal 15 1 16 14%
Key people 56 14 70 60%
Management team 25 2 27 23%
Corporate officers 17 6 23 20%
Executive management 14 2 16 14%
Senior management 9 6 15 13%
Mission 30 0 30 26%
Mission statement 26 1 27 23%
Values 18 1 19 16%
Business (external environment) 26 3 29 25%
Industry (market) information 22 5 27 23%
Strategy 20 5 25 21%
Strategy overview 17 4 21 18%
5 Governance 61 37 98 84%
Corporate Governance 39 40 79 68%
Board of Directors (Trustees) 36 24 60 51%
Code of Ethics /Conduct 26 9 35 30%
Corporate Governance Practices 21 9 30 26%
Biographies & Board Committees 14 12 26 22%
Mandates 9 9 18 15%

Appendix D / Corporate Website Survey Results


Exhibit D2 (cont.)
Corporate Website General Website Pages
Survey Results
Investor Relations Pages
Total
%
Type of Data Number of Companies
6 Human Resources 91 0 91 78%
Careers 90 0 90 77%
Employees 17 0 17 15%
7 Social Responsibility 74 0 74 63%
Community involvment 55 0 55 47$
Sponsorships 19 0 19 16%
Sustainability 28 1 29 25%
Speeches 13 9 22 19%
8 Marketing 79 1 80 68%
Products/services 79 1 80 68%
Segmented information 48 0 48 41%
Research & Development 27 0 27 23%
Customers 39 1 40 34%
Customer services / warranties 26 0 26 22%
9 Production 47 3 50 43%
Analytical review 39 1 40 34%
Segmented operations review 25 1 26 22%
Operations Review 17 0 17 15%
Operations 15 1 16 14%
Operating structure 34 0 34 29%
Map of operations 25 1 26 22%
10 Miscellaneous 45 4 49 42%
Glossary 19 4 23 20%
Search tool 14 2 16 14%
FAQ 11 2 13 11%
Corporate directory 10 3 13 11%

Corporate Reporting to Stakeholders


Appendix E

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.”

The Canadian Institute of Chartered Accountants (CICA)


published guidance on MD&A disclosure in November 2002
(updated in May 2004) that sets out six principles and a five-
part framework of recommended disclosure practices. The
CICA has no mandate to issue standards for MD&A disclosure
nor to require companies to issue MD&A. As previously noted,
this is a regulatory responsibility and prerogative. Nonetheless,

Corporate Reporting to Stakeholders


the four largest provincial securities regulators specific content and related key performance
in Canada have issued explicit encouragement indicators that might be included in an OFR.
for companies to make use of the CICA
Guidance. 3 United States
The Securities and Exchange Commission
United Kingdom (SEC) is the national securities regulator in
In 2005, the Government of the United the United States. The SEC is charged with
Kingdom (UK) called for public companies administration, rulemaking and enforcement
to prepare an operating and financial review under the Securities Act of 1933 and Securities
(OFR). The OFR is aimed at providing a Exchange Act of 1934. In 2002, the Sarbanes-
balanced and comprehensive analysis, Oxley Act introduced significant additional
consistent with the size and complexity of the rules.4 A comprehensive overview of the
business, of the following: evolution, purpose and content of the MD&A
• the development and performance of is provided in the Interpretive Guidance
the business of the company during the released by the SEC in December 2003
financial year; (release numbers 33-8350 and 34-48960).
The guidance states that “The purpose of
• the position of the company at the end of the MD&A is not complicated. It is to provide
the year; readers with information necessary to an
understanding of a company’s financial
• the main trends and factors underlying the condition, changes in financial condition and
development, performance and position results of operations.”
of the company’s business during the
financial year; and The MD&A requirements are:
• to provide a narrative explanation of
• the main trends and factors likely to a company’s financial statements that
affect the company’s future development, enables investors to see the company
performance and position, which will through the eyes of management;
assist investors in assessing the company’s
strategies and the potential for those • to enhance the overall financial disclosure
strategies to succeed. and provide the context within which
financial information should be analyzed;
The UK Accounting Standards Board (ASB) and
issued Reporting Standard (RS 1) in May
2005. RS 1 defines an OFR as “a narrative • to provide information about the quality
explanation, provided in the annual report, and potential variability of a company’s
of the main trends and factors underlying earnings and cash flow, so that investors
the development, performance and position can ascertain the likelihood that past
of an entity during the financial year performance is indicative of future
covered by the financial statements, and performance.
which are likely to affect the entity’s future
development, performance and position.” Those requirements further state that
It is a principles-based standard, which companies should identify and discuss
makes clear that the OFR must reflect the key performance indicators, including
directors’ view of the business. The ASB has non-financial performance indicators that their
also prepared implementation guidance that management uses to manage the business
provides illustrations and suggestions of and that would be material to investors.

Appendix E / Overview of Narrative Reporting Requirements


5
INTERNATIONAL REQUIREMENTS

IASB Management a summary of the comment letters received in


Commentary Initiative response to the discussion paper. It planned
In October 2002, the International Accounting to decide in December 2007 whether to add
Standards Board (IASB) and its partner the project to its agenda.6
national standard setters recommended that
work should begin on a project to examine The discussion paper expresses the view that
whether the IASB should develop standards or management commentary is the primary
guidance for management commentary. There component of the information within the
was general acknowledgement that guidance term “other financial reporting provided
on this topic was needed and that preparers outside the financial statements.” It notes that
of financial statements were looking to both management commentary is information that
the IASB and the International Organization of accompanies the financial statements as part
Securities Commissions (and others) to provide of a company’s financial reporting. It explains
it. Views were divided on the status any IASB the main trends and factors underlying the
guidance should have. The consensus at that development, performance and position of the
meeting supported the eventual inclusion in company’s business during the period covered
IAS 1 Presentation of Financial Statements of by the financial statements. It also explains the
a requirement to prepare a narrative report, main trends and factors that are likely to affect
coupled with non-mandatory implementation future development, performance and position.
guidance on what ought and ought not to be
included in such a report. The main differences between that definition
and the Canadian and UK definitions are:
In October 2005, the IASB published a • the term “narrative” has not been used,
discussion paper Management Commentary as it could be interpreted by some to
that assesses the role the IASB could play mean that management commentary
in improving the quality of the management does not need to contain quantified
commentary that accompanies financial measures, which are an essential element
statements. The discussion paper was of management commentary.
prepared for the IASB by staff of its partner
standard setters from the United Kingdom, • the phrase “through the eyes of
Germany, New Zealand and Canada. The management” has not been included
discussion paper reviews existing national due to a preference to express this as
requirements or principles on management a principle underpinning management
commentary and offers recommendations commentary.
on how the IASB might promote the wider
adoption of best practice in the interests • a reference to “the main trends and
of investors and others who use financial factors that are likely to affect the entity’s
reports. In January 2007, the IASB discussed future” has been added to make it clear.

Corporate Reporting to Stakeholders


According to the discussion paper, the Management’s Discussion and Analysis of
objective of management commentary has Financial Condition and Results of Operations
three elements: it is to provide information to (MD&A) in February 2003. The report
help investors: summarizes the objectives of MD&A, identifies
• interpret and assess the related financial principles for preparers and highlights areas
statements in the context of the where preparers should be cautious (for
environment in which a company operates; example, to avoid boiler-plate disclosures).

• 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.”

Appendix E / Overview of Narrative Reporting Requirements


Notes:

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).

Corporate Reporting to Stakeholders


Appendix F

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.

Corporate Reporting to Stakeholders


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NOTES

Corporate Reporting to Stakeholders


NOTES

Notes
NOTES

Corporate Reporting to Stakeholders


NOTES

Notes
Insights for a Changing World

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