Hitting the notes, but what's the tune? - ACCA

28 Pages·2010·1.16 MB·English

ACCOUNTANCY FUTURES
Hitting the notes,
but what’s the tune?
AN INTERNATIONAL SURVEY OF CFOs’ VIEWS ON NARRATIVE REPORTING
A report from ACCA in partnership with Deloitte
About ACCA
ACCA (the Association of Chartered Certified Accountants) is the global body for
professional accountants. We aim to offer business-relevant, first-choice qualifications to
people of application, ability and ambition around the world who seek a rewarding career
in accountancy, finance and management.
Founded in 1904, ACCA has consistently held unique core values: opportunity, diversity,
innovation, integrity and accountability. We believe that accountants bring value to
economies at all stages of their development. We seek to develop capacity in the
profession and encourage the adoption of global standards. Our values are aligned to
the needs of employers in all sectors and we ensure that, through our qualifications, we
prepare accountants for business. We seek to open up the profession to people of all
backgrounds and remove artificial barriers, innovating our qualifications and their delivery
to meet the diverse needs of trainee professionals and their employers.
We support our 140,000 members and 404,000 students in 170 countries, helping
them to develop successful careers in accounting and business, based on the skills
required by employers. We work through a network of 83 offices and centres and more
than 8,000 Approved Employers worldwide, who provide high standards of employee
learning and development. Through our public interest remit, we promote appropriate
regulation of accounting and conduct relevant research to ensure accountancy continues
to grow in reputation and influence.
About Deloitte
“Deloitte” is the brand under which tens of thousands of dedicated professionals in
independent firms throughout the world collaborate to provide audit, consulting, financial
advisory, risk management and tax services to selected clients. These firms are members
of Deloitte Touche Tohmatsu Limited (DTTL), a UK private company limited by guarantee.
Each member firm provides services in a particular geographic area and is subject to
the laws and professional regulations of the particular country or countries in which it
operates. DTTL does not itself provide services to clients. DTTL and each DTTL member
firm are separate and distinct legal entities, which cannot obligate each other. DTTL and
each DTTL member firm are liable only for their own acts or omissions and not those of
each other. Each DTTL member firm is structured differently in accordance with national
laws, regulations, customary practice, and other factors, and may secure the provision of
professional services in its territory through subsidiaries, affiliates, and/or other entities.
22
Contents
Forewords 4–5
About this report 6
Executive summary 7
survey introduction 9
study methodology 11
survey findings and interviews 12
hitting the notes, but what’s the tune? COnTEnTs 3
Hitting the notes – A foreword from ACCA
Last year, ACCA established its Accountancy
Futures programme of insights and research,
exploring the critical issues for tomorrow’s
profession. The future of narrative reporting and
how it illuminates the performance and direction
of organisations is one such issue that is being
debated across the business world.
This survey report presents the views of CFOs in leading listed and ‘public interest’
companies across nine markets on the challenges around narrative reporting, specifically
in annual reports. It shows how central the CFO is in this area, with 53% saying that
they, or their departments, drive the narrative reporting process. It also highlights some
of the barriers to creating meaningful reporting which tells the story of the business.

Even before the international financial crisis, questions were being raised about the
validity of current corporate reporting for our global, technology-enabled environment.
As a result of recent global economic conditions, these questions have become more
insistent. When it comes to the root causes of the financial markets near-collapse, not
explaining the risks inherent in business models of complex institutions must be near
the top of the list. Limitations in the ability of conventional reporting to address this is
just one area of concern.
Looking more widely, much has been made of the need for reform in audit and
assurance in the past couple of years – and ACCA has lent its voice to the global
debate on this key issue. We continue to believe there are opportunities for the audit
to add greater value: responses to our survey show that this view is substantially
supported by companies themselves. But we must remember that the auditor’s role
is circumscribed by the corporate report. It is clear to ACCA that a new role for the
auditor requires us to establish the appropriate scope for the financial and narrative
report – taking into account issues of usefulness, completeness and transparency.
Our survey provides support for the view that, if narrative reporting is to fulfil
its potential, it is vital to address the growing complexity of laws, standards and
compliance and to introduce more flexibility and discretion for companies to explain
in their own ways how they have performed and how they expect to cope with future
challenges. Investors want to understand, above all, how a business has fared and
the direction in which it is heading. Regulation should serve to underpin this. The
question for regulators is: does more compliance and complexity enhance reporting for
its intended core audience – or is it leading to just more, not better, disclosure?
We also need to ask: can the same report really satisfy both regulators and investors?
The answer, from this survey, appears to be yes, in theory. However, the price being
paid for this is reporting of increasing volume and complexity, where the story of
business performance is obscured by a mountain of detail.
Today’s reporting certainly does hit almost all the notes – but, in doing so, creates a
cacophony which is deafening its audience. Greater clarity and simplicity would be
welcomed by CFOs – not least because they believe it would benefit the users they serve.
Helen Brand
Chief executive, ACCA
4
What’s the tune? – A foreword from Deloitte
At the World Congress of Accountants held in
Tokyo in 1987, the participants had the privilege
of listening to Akio Morita, the co-founder and
chairman of sony Corporation.
One of his points, which had a considerable impact on at least one participant, was:
‘no customer had asked for the Walkman’. His message was clear: those in business
must take responsibility for innovation and for developing their products.
But in the world of corporate reporting, there appears to be an almost exclusive focus on
seeking investors’ views on what should be in corporate reports, with preparers relegated
to providing information on the practicalities of the proposals. Yet it is the preparers
who understand best what is happening in the business and are therefore presumably
in the best position to determine what should be communicated to shareholders.
Preparers’ views are often dismissed as vested self-interest, with a bias to
communicating less or only the good news. Yet preparers typically want the best for
their businesses. They want to engage fully with investors and other stakeholders. For
those in listed companies they want to meet the legal requirements to ensure that
the market is informed of any significant developments as soon as possible. In this
context, this joint project to seek internationally preparers’ views on narrative reporting
should be particularly welcomed.
In financial statements, there appears to be a battle between giving a true and fair
view (that is, standing back and ensuring that the big picture is clear for all to see)
and complying with all the detailed rules. To some, the battle seems all but lost.
Detailed box-ticking rules ok.
That said, in the last year or so the box-tickers’ side appears to be slightly in retreat
as reports on the global financial crisis have highlighted the need for more emphasis
on giving a true and fair view. The risk now is that narrative reporting may be going
the same way as financial statements. In certain jurisdictions, there are so many rules
from different regulators. As this survey demonstrates, the majority of preparers would
welcome more discretion on what to include in their narrative reports.
The current position is a bit like the great conductor and pianist André Previn
meeting the comedian Eric Morecambe. Previn played the classical piece beautifully.
Morecambe then attempted the same piece but could not play the piano. When
challenged by Previn that he was not hitting the right notes, he replied that he was
playing all the right notes, but not necessarily in the right order. so there was no tune,
just noise.
For companies complying with large volumes of rules, the result may be the same.
There are lots of narrative notes in the annual report. For listed companies, the
narrative section typically occupies the majority of the annual report. But can the real
story of the company’s performance and position be clearly told and understood? The
results from this survey provide considerable points for future study and debate. But
there is also an overall big story.
The time has come for regulators and standard setters to give more discretion.
Professor Isobel sharp CBE
Partner, Deloitte
hitting the notes, but what’s the tune? FOREWORDs 5
About this report
aCCa, the global body for professional accountants, and Deloitte, a leading professional services
firm, have worked together on this joint report, exploring the current and anticipated future
challenges in narrative reporting within annual reports.
The report is based on telephone interviews with 231 CFOs, group finance directors
or equivalent within publicly accountable entities (preparers of annual reports) in
Australia, China, Kenya, Malaysia, singapore, switzerland, the UAE, the UK and the
Us, conducted from April to June 2010.
The survey asked these preparers for their thoughts on the current challenges in
preparing narrative reports and the future shape of narrative reporting. It defined
narrative reporting as everything contained in a company’s annual report and
accounts (except for the audited financial statements and the audit report).
In-depth interviews, principally to explore the main findings from the telephone
interviews, were also conducted with CFOs, group finance directors and their
equivalents at the following companies:
• Centum Investments Company Ltd (Kenya)
• Dubai Insurance Company (UAE)
• Exco Resources (Australia)
• Kellogg Company (Us)
• straco Corporation (singapore)
• spirent Communications plc (UK)
• Time dotCom (Malaysia).
Institutional investor perspectives on narrative reporting were obtained through
interviews with experts from the Association of British Insurers (ABI), the Council of
Institutional Investors (CII) and the national Association of Pension Funds (nAPF).
The in-depth interviews are reported exclusively on pages 14 to 19 of this report.
ACCA and Deloitte would like to thank all the respondents who took the time to share
their views with the researchers.
6
Executive summary
Despite the expansion of narrative disclosures within annual reports in recent years, the role and
scope of narrative reports remains hotly debated. narrative reporting was initiated to bridge the
gap between providing only financial statements which are historic in nature and in a format not
readily understandable by all on the one hand and the broader information needs of users on
the other. but ironically, narrative reporting is now being associated with information overload,
making annual reports more complex and costly and thus obscuring the story of the company’s
performance and position.
The future of narrative reporting By ascertaining likely future trends in ‘Regulation is bad sometimes
depends not only on realistic appraisal narrative reporting across these diverse but if things aRe left
of the perceptions and reservations markets – which include Australia, to discRetion you may
of the users but also, and very China, Kenya, Malaysia, singapore, actually disclose too much
importantly, on understanding the switzerland, the UAE, the UK and the infoRmation sometimes.’
perspective and perceptions of preparers Us – the report is designed to help Cfo, uK
of narrative reports. inform an international road map for the
future of narrative reporting.
The current economic slowdown
‘naRRative RepoRting needs
provides an opportunity to reflect on the Key finDings
to be simplified and the
development of an effective narrative The key findings from the survey are
RegulatoRy pRoblems need to
reporting model. Is narrative reporting as follows.
be Resolved.’
being used as a strategic communication
fD, us
tool to develop trust and build corporate the organisational significance of
reputation? Does it give an objective preparing narrative reports
retrospective and prospective overview The importance of narrative reporting
‘i would pRefeR as few
of the business model and of business preparation can be gauged from
RequiRements as possible. how
performance, risks, relationships, the strong strategic and operational
many people actually Read
resources, products and processes, thus areas that are driving it, with 82% of
thRough the whole thing?
responding to primary users’ preferences? respondents saying that the preparation
some of the new RequiRements
What are the challenges inhibiting it of narrative reports is driven by
aRe good to have; howeveR,
from achieving its potential for effectively the chairman (9%), CEO (20%) or
they often Result in huge
bridging the information gap? CFO/finance department (53%).
amounts of extRa, difficult
woRk foR the peRson pRepaRing
Against this background, this a mixed response to the single
it, and that Really kills us.’
survey-based report presents a most important characteristic of
Cfo, singapore
multi-jurisdiction snapshot of the critical narrative reports
challenges, principally for chief financial There is far from a clear consensus as
officers and finance directors of publicly to the most important characteristic
accountable entities, in preparing a of narrative reports. The International ‘the main point is that we aRe
narrative report that users will perceive as Accounting standards Board (IAsB) asked too many details and we
decision-useful, balanced and reliable. considers the provision of decision-useful aRe missing the big pictuRe.’
information to existing and potential Cfo, switzerlanD
To do this, ACCA and Deloitte surveyed providers of capital to be the main
finance leaders in nine jurisdictions, characteristic of narrative reports, as
covering both established capital and in the management commentary1. But ‘Recently, theRe has been
more developing markets. These markets only 29% of the survey participants a RequiRement foR moRe
were selected to provide both a wide consider that providing users with disclosuRe. i don’t Really like
geographical spread and to encompass information relevant for decision-making it but we have to abide by it
countries which are on different points is the most important characteristic of because it is a Regulation.’
on the continuum of global narrative narrative reports. Cfo, Malaysia
reporting development.
1 Management Commentary Exposure Draft, International Accounting standards Board, 2009
hitting the notes, but what’s the tune? ExECUTIvE sUMMARY 7
T
Executive summary
‘the amount of change of a diverse set of requirements/needs is performance still has to find supporters
Regulation, and the Regulation driving narrative reporting among finance leaders and possibly
itself, is placing a consideRable Even though 88% of the respondents among shareholders.
buRden on companies in teRms considers shareholders to be the most
of cost and time.’ important audience, legal and regulatory number of requirements and cost and
Cfo, uK requirements are considered equally time involved: critical challenges
important drivers of narrative reporting. Most (71%) of the survey participants
As this report shows, these requirements consider the main challenges in
may not be compatible with each producing a narrative report to be the
‘annual RepoRts vaRy veRy much
other. The future of narrative reports number of requirements placed on it and
fRom one entity to anotheR.
may therefore depend on resolving the the cost and time involved in preparing
some aRe veRy baRe, especially
preparers’ predicament in trying to fulfil it. The perception of finance leaders that
in malaysia. the company
the different needs of the primary users, the legal and regulatory requirements
tRies to disclose as little as
ie shareholders and regulators. are a critical challenge ought to prompt
possible but the shaReholdeRs
reflection by policymakers and regulators.
would like to have as much
risk, future, business model and This may be essential for a conclusive
infoRmation as possible. also
Kpi disclosures are highly important end to the current debate on how useful
in malaysia, it is veRy costly to
for shareholders narrative reporting could be. Legal and
publish voluminous annual
Respondents state that the disclosures regulatory compliance may not only incur
RepoRts. i think theRe should
considered significant by shareholders significant cost and time but may also
be some guidelines on dealing
are the explanation of the financial result in reports that ‘tick the boxes’ but
with the content, volume and
results and financial position (87%), do not necessarily contribute to the spirit
the size of the annual RepoRt.’
the most important risks and their of valuable corporate reporting.
Cfo, Malaysia
management (67%), future plans and
prospects (64%), a description of the future of narrative reports:
business model (60%) and KPIs (58%). finance leaders want more discretion
‘i would like to see a gReateR
and less regulation
emphasis on foRwaRd-looking
regulations determining Even though respondents identify a
RepoRting to counteR the
narrative disclosures number of means for improving the
tRaditional histoRical
Most respondents disclose an explanation usefulness of narrative reporting –
infoRmation contained in an
of their company’s financial results and inclusion of external auditor opinion
annual RepoRt.’
financial positions (97%), corporate (58%), more emphasis on forward-looking
Cfo, uK
governance policies and procedures information (57%), IAsB guidance (51%)
(87%) and directors’ remuneration report and third-party verification statements
(87%). The report findings indicate (33%), a majority (65%) would like a
‘i think in the cuRRent that the form and shape of narrative reporting environment where there is
enviRonment, the RequiRement reporting, like that of the financial more discretion and less regulation. For
foR naRRative RepoRting has statements, is being determined by legal regulators, the prevention of another
incReased. afteR the financial and regulatory requirements, rather than global financial crisis may appear to lie
cRisis, investoRs/stakeholdeRs the needs of its main audiences. in increased disclosure. For preparers,
want to leaRn moRe about enhanced disclosures may result in
the company they invest in, in post-financial crisis: significant extra time and cost, while
a moRe easily undeRstandable risk and future prospect disclosures adding to the length and complexity
manneR. the naRRative are becoming a priority of annual reports. Critical evaluation of
RepoRting will have to adapt seventy-eight per cent of the survey existing requirements, rather than their
to keep up with the changing participants are disclosing important unending evolution, may be the way
RequiRement. theRe cannot risks and their management. 72% forward. It would need to be combined
be a pRescRibed standaRd include forward-looking planning. The with an enabling discretionary environment
of RepoRting. howeveR, report findings illustrate that since the that facilitates excellence through
ceRtain agencies like iasb oR financial crisis there is increased interest preparers’ creative innovation and
RegulatoRy authoRities of in the disclosure of important risks and orientation towards shareholders’ needs.
the countRy could pRovide their management (78%) and future
guidance to this end.’ plans and prospects (66%). The economic slow-down may well be
Cfo, uae a time for mapping the future shape
integrated corporate reports: of narrative reporting. It offers the
an evolving concept opportunity for introspection and the
‘having Regulation is good, With limited environmental and social evaluation of narrative reporting’s aims
but it should be cleaReR.’ performance disclosure, it appears that and objectives in the light of users’
Cfo, China the case for annual reports presenting preferences and of any changes since the
an integrated overview of a business’s economic downturn began.
8
Survey introduction
narrative reporting in the trends and factors underlying the ‘i think theRe should be moRe
global MarKetplaCe development, performance and position statements about foRwaRd
The development of capital markets and of the entity concerned. some suggest stRategy, ie RefeRRing to the
the increasing sophistication of investors that these goals could best be achieved financials foR the yeaR ahead.’
and stakeholders within them have by extending the narrative reporting Cfo, australia
driven progress in narrative reporting. within annual reports.
Markets develop at different speeds
and have different needs. Regulators narrative reports appear in various guises ‘annual RepoRts these days
have also taken varied approaches to such as management commentary, just follow the Rules and
responding to investors’ information management discussion and analysis, Regulations and theRe is no
needs. so it is inevitable that narrative extended business review, operating evidence of engagement
reporting is at different stages of and financial review, chairman’s with stakeholdeRs. i find that
evolution around the world. statement, corporate governance most annual RepoRts aRe
statement, environmental statement, histoRically oRiented and
The objectives of this international survey remuneration report and health and pRovide a lengthy but vague
have been: safety statement. Whatever form they histoRical oveRall view of the
• to identify international differences take, as organisations have striven to company. but shaReholdeRs aRe
• to uncover the challenges faced enhance the value and relevance of their looking foR moRe infoRmation
by senior finance professionals, as corporate reporting, the narrative report about the futuRe and the
preparers of annual reports; and is an increasingly important part of the pRospects of the company.’
• to obtain comments on the future annual report. Cfo, Malaysia
direction for narrative reporting.
Despite the volumetric expansion
The recent financial markets crisis and of narrative reports, concerns have ‘i think theRe is too much
its impact on the global economy have persisted that they are merely a Regulation; it is too
inevitably led to a much greater focus on compliance exercise. There are also RestRictive. it is haRd to keep
what and how listed companies report in doubts about their cost/benefit balance, confidentiality. this gives
different markets to satisfy the needs of the neutrality of disclosures, information an advantage to unlisted
the users of annual reports. overload, value relevance and competitoRs because they
information-usefulness. Preparers have know so much about ouR
With a lack of information or struggled to develop narrative reports business but they aRe not
understanding blamed as a root cause beyond boilerplate, generic disclosures obliged to tell us anything.’
of the global markets’ downturn, to meet the demands of regulators/ Cfo, australia
there are myriad pleas for enhanced legislators. Intended to give users a
clarity, relevance and transparency better understanding of a business,
in annual reports. This has included narrative reporting paradoxically may ‘i think the whole annual
calls for simplification, the inclusion of now lead to a less clear and more RepoRt has become a
customised, industry-relevant KPIs, and confused picture. RegulatoRy RequiRement as
an increased focus on value-relevant opposed to an infoRmative
disclosures of risk, future prospects and For example, the UK’s Financial document; and having moRe
business models. A growing emphasis Reporting Council (FRC) review of the naRRatives is not going to help.
on corporate responsibility has also led narrative reporting of 50 UK-listed they aRe complex and at times
to demands for greater transparency in companies in 2008 and 2009, Rising difficult to undeRstand.’
how sustainability issues are linked to to the Challenge2, states that, even Cfo, australia
corporate strategy and how they affect though the quality of narrative disclosure
earnings and comparative performance. has improved since the first review in
2006, significant opportunities remain
As a result, there have been, and for enhanced disclosures of principal
continue to be, wide-ranging debates on risks, business models and non-financial
how to create annual reports that users KPIs. Reports would benefit from
find balanced, reliable, understandable, preparers showing a clear understanding
comparable and relevant. The aim is to of the spirit of requirements, avoiding
encompass information that is financial information clutter and including
and non-financial, historical and comparable quantitative information
future-oriented, and explains the main rather than bland statements.
2 Rising to the Challenge – A Review of Narrative Reporting by UK Listed Companies, Financial Reporting Council, 2009
hitting the notes, but what’s the tune? sURvEY InTRODUCTIOn 9
T
Survey introduction
FRC’s discussion paper Louder than narrative reporting practice is well The Corporations Act of Australia6
Words3 contends that the complexity developed in the Us, where the includes the requirement to prepare a
of corporate reports, their perception as securities and Exchange Commission directors’ report for each financial year.
compliance exercises and their attempt to requires inclusion of Management’s This report should include an overview
please too many users all work to inhibit Discussion and Analysis of Financial of the entity’s operations, results and
the effective communication of an overall Condition and Results of Operations activities, including any significant
picture of business performance. It calls (MD&A) in the annual reports. MD&A changes, as well as the entity’s state of
for a return to the principle that the main addresses the ‘reporting entity’s affairs and key developments expected in
purpose of a corporate report is to provide performance measures, financial future financial years.
decision-useful information to its primary statements, systems and controls,
users – the investors in the company. compliance with laws and regulations, In Malaysia, enterprises are encouraged
Louder than Words implies the need for a and actions taken or planned to to present, outside the financial
period of reflection for all the stakeholders address problems’. It should also statements, a financial review by
(including the users and preparers of address ‘significant events, conditions, management describing and explaining
corporate reports and regulators). This trends and contingencies that may the main features of the enterprise’s
would lead to a critical review of the affect future operations’4. financial performance and financial
narrative reporting model with the aim position, and the principal uncertainties
of setting a principles-based approach to The requirements for management it faces. Outside the financial
regulation and the production of corporate commentary-type of reporting are set statements, additional statements
reports which users, including investors, out in various legal instruments adopted such as environmental reports and
find relevant. by the European Union, in particular value-added statements may be included
the Fourth and seventh Company if management believes they will assist
narrative reporting – aCross Law Directives. In the UK, Accounting users in making investment decisions7.
the bounDaries standard Board (AsB) Reporting
The evolution of corporate reporting has statement 1 outlines guidelines for In singapore, under the Companies
been largely driven by local legislation the preparation of the Operating and Act, companies are obliged to include a
and local market requirements. In recent Financial Review, while under the directors’ report in their annual financial
years, the globalisation of business has Companies Act 2006, listed companies statement. The report must give a fair
led to calls for greater consistency in the are required to include an extended review of the company’s financial and
information provided to stakeholders. business review in the directors’ report, operational results and conditions8.
that should identify the main trends
In June 2009, the International and factors likely to affect the future Given the global nature of modern
Accounting standards Board (IAsB) development, performance and position business, it is essential that the debate
issued for public comment a proposed of the company. around the future shape of narrative
non-mandatory framework for narrative reporting considers the perspectives of
reporting. The framework provides In Kenya, switzerland and the UAE preparers across multiple jurisdictions.
guidance to improve the consistency companies voluntarily include the
and comparability of reporting chairman’s statement, the chief executive By focusing on nine varied international
across jurisdictions. It identifies the statement and activity reports. markets, this research report provides
Management Commentary as the an insight into the perspectives of
primary component of an annual report, In China, the listing rules5 require senior finance executives on the current
alongside the financial statements and the annual report to include not only and future shape and value of relevant
accompanying notes. The International financial statements but also discussion narrative reports and the challenges
Federation of Accountants (IFAC) is also and analyses of the management section in preparing them. Its aim is to further
taking a keen interest in the development and directors’ report. the debate on the development of
of an updated series of best practices for corporate reports that tell, effectively and
improving narrative reporting globally. transparently, a meaningful story of the
business to their main users.
3 Louder than Words – A discussion paper, UK Financial Reporting Council, 2009
4 Statement of Recommended Accounting Standards Number 15, Management Discussion and Analysis, the Federal Accounting standards Advisory Board (FAsB),
April 1999
5 China Securities Regulatory Commission Order Number 40 (Management Method for Listing Company’s Disclosure)
6 section 299 of the Corporations Act of Australia
7 Financial Reporting Standard 101 – Presentation of Financial Statements, Malaysian Accounting standards Board, 1 January 2010
8 section 201 of the Companies Act of singapore
10