How to… Master Corporate Reporting
Annual reports are an easy way to inform your stakeholders of your performance and achievements over the last year. Often including a summary of financial information from your statutory accounts, historically, many annual reports are figure heavy with one or two summaries or photographs included. The narrative in your statutory accounts should inform the structure and content of your annual report and as such, it is important to get the narrative elements of your statutory accounts right from the offset.
As The Governor, it would be remiss of me not to focus on the governance aspects of the statutory accounts (often included in the strategic report) which often consists of a chair’s statement and a brief statement of compliance and/or details on the number of board and committee members. What often isn’t included are details regarding the skills and diversity of the board, information about board member attendance at meetings or any real detail about the work that has been undertaken by the board in governance over the year. The narrative should also include what work has been undertaken to review board effectiveness and performance, noting any outcomes or progress made against these actions.
For larger and more complex organisations, I would also encourage a report from each committee, again including items such as attendance, main activities and details of any specific work that committee will oversee in the coming year. I also advise including a number of key points in the chair’s statement.
As ever with my ‘How To…’ Series, below you will find a handy checklist of my recommended content to ensure that your corporate reporting is not only robust, but informative and reflects all of the work you have put in to making sure your governance is effective. The checklist begins with guidance on the chair’s statement, followed by guidance for the other governance related sections.
The Chairs statement or governance overview should provide the reader with a clear picture of how the governance of the organisation has contributed to the overall success of the company. It should outline some if not all of the following:
- Introductory statement– outlining any major challenges or activity across the organisation and how the Board contributed to oversight of this.
- Board activity– summary of key board activity and stakeholder consideration, including employees.
- Risk and controls– how the board has managed and mitigated risk and what internal controls have been exercised.
- Succession and talent development– how the organisation is developing talent and what key strategies are in place to manage succession of key board roles, including the CEO where necessary.
- Board oversight and monitoring– how the board have had demonstrated oversight of strategy within the organisation and also what major activity they have monitored in line with the strategic/corporate objectives.
- Performance– how have KPIs been monitored and how are these driving the organisation towards the fulfillment of its vision and mission.
This information can also be summarised with a key features section.
This section of the reporting should provide the reader with a clear picture of who the board are, what skills they have and how collectively, these skills contribute to board effectiveness. Diversity, appraisal and what Board Effectiveness Review work has been undertaken should also be reflected. It should outline some if not all of the following:
- Board member details– Include name, date of appointment, details of which committee(s) they serve on, any other roles held and their key skills that they contribute to the board. Sector experience is another useful descriptor that demonstrates to stakeholders the breadth of skills that members bring to the board. Outline any ambassadorial activity the member engaged in during the past year. Including a photograph in your annual report is a useful feature.
- Composition– this should include details of attendance, details of any specific role they may have (are they an MLRO or designated member for safeguarding etc.). Are they one of your independent board members or an elected board member? You should list this detail here.
- Meetings– outline the number of board and committee meetings as well as AGMs (if applicable).
- Diversity– outline here the ratios of male and female members – stating where applicable how this complies with any legal or statutory guidance (for example, Article 40 of the UAE Corporate Governance Regulations state that at least 20% of the board must be female and that the rate of female representation should be outlined in the company’s Annual Governance Report. The well known review by Lord Davies on women on boards which has helped to influence the Hampton Alexander Review and the recommendations in the Parker Review on ethnic diversity on boards advocate that women should represent at least 33% of membership on FTSE 100 boards and at least one director of colour on each FTSE 250 board by 2021 (Parker). For organisations ‘beyond the FTSE’ we recommend that these principles be applied where possible as best practice. Diversity should also consider the ratio of execs and non–execs on the board.
- Succession and induction – here, consider any recruitment undertaken over the last year and how this has contributed to leadership and effectiveness. Note any key positions where roles have been filled or where tenures are coming to an end. Detail how members are inducted and give examples of the resources used to induct members and also any engagement with the organisation (site visits, tenant meetings etc.).
- Board Activities – what were the key pieces of work undertaken by the board? Here, note what the activity was, any actions that arose and what progress has been made against those actions. Where possible, highlight how you have managed or mitigated risks and how the activity undertaken is linked to the corporate objectives.
- Board Effectiveness Review – Here you should reflect how the board has undertaken its appraisal activity including individual board members, the chair, vice-chair or SID, the CEO, the executives and the board as a whole. In addition, note if there is an action plan in place and detail how this is monitored and overseen by the board. Was there a board or committee observation and what were the outcomes? Have you reviewed your board pack and what plans are in place to implement the recommendations for development?
- Training – In the last year, what key training did the board undertake and did they attend any sector led conferences? If so, how has the learning been shared and how will it be implemented.
- Role of the board – Here it would be useful to include a pictorial or graphic representation of the board structure. Outline what the key roles and responsibilities of the board and the committees are and how they work with the executive to execute these roles. Progress made against strategic objectives should be reflected here.
- Committee reports – In the same way that you detail the main activity of the board, you should appraise the work of the committees noting key projects, oversight and monitoring that has been undertaken. In addition, note where succession may impact on the membership of the board. The report of the audit committee should reflect risk, internal control and assurance.
- Stakeholders – Reflect how you have engaged stakeholders, including how the board and committees have overseen any stakeholder engagement strategy and how stakeholder feedback is integrated and acted upon at board level.
Corporate reporting that is integrated, comprehensive and robust is an extension of the effectiveness of the board as it demonstrates the breadth of work completed and plans for the way ahead. Reporting on this demonstrates the completeness of the systems and processes that you have in place that contribute to this effectiveness. Reporting in this way is open and transparent which is a key factor not only in relation to stakeholder engagement (customers, regulator, employees) but also helps those who want to work with you to understand how your governance strategy is implemented. Paul Druckman, CEO of the International Integrated Reporting Council states that: “Integrated reporting is not only about the final product; it’s about demonstrating the integrated thinking. Being able to excel in telling your value creation story will be an increasing source of competitive advantage.”
We recommend that in preparing your next statutory accounts and annual report you use this checklist as a guide.
Until next time…