A recent study determined that in 2018, publicly listed companies around the world imposed net social and environmental costs on the economy with a value of $2.2 trillion annuallymore than 2.5 percent of global GDP. In many cases, the laws that govern fiduciaries, including ERISA and the Uniform Prudent Investor Act, are explicit that such diversification is required. Key focus areas include the Task Force on Climate-related Financial Disclosures, Materiality, and Carbon management. In light of the diversification mandate of Modern Portfolio Theory, and the importance of beta to diversified investors, this anachronistic hyper-focus on enterprise value is troubling. This then helps create the business case for companies to take action on the priorities that their investors, customers and others really care about. See Thomas C. Schelling, On the Ecology of Micromotives, 25 Pub. A company cant consider only what it cares about; it has to take into account what others would consider when pricing the shares or debt, into perpetuity for shares and over the tenure of bonds or loans. A business would create a sustainability reserve to represent the full compounded effect of decarbonising its operations. The ISSB indicated that its aim is for the complete set of ISSB Standards, once finalized, to provide a comprehensive global baseline of sustainability disclosures for investors in global capital markets to use when assessing the value of companies. That is why we attempt to regulate companies: the choices that are best from an individual company financial perspective are not always best for society and the environment. Of course, there would be no need to decide between prioritizing E/S impact or financial return if business decisions that optimize one always optimized the other. But as capital markets matured, investors began to contemplate a more active role, and after a divestment campaign helped end South African apartheid, the idea that investors could change bad corporate behavior, rather than simply avoiding it, developed a broader following. This recognition that change at one firm can affect the value of other firms in the portfolio implies a new goal for activism: namely, to engineer a net gain for the portfolio, possibly by reducing negative externalities that one firm is imposing on other firms in the investors portfolio. It is questionable whether this difference matters from a practical perspective, although arguably aligning terminology and definitions would help ensure consistent implementation and interpretation. For workers who are beneficiaries of many retirement plans, employment may be the most important financial asset. Swiss Re Institute, The Economics of Climate Change: No Action Not an Option (April 2021). A large percentage of securities markets beneficiaries are diversified, and the relative importance of beta compared to alpha should affect these investors calculus when considering the impact of a portfolio companys social and environmental externalities. Once such a standard is established, failure to adhere will become a reputational and regulatory risk, so that the question of meeting that standard becomes financially material. Green Finance Institute director tells Chatham House while MP support double materiality approach. This site uses cookies. Welcome to IPE. We will not move. The materiality principle chosen in the General Requirements seems to ignore the most important issue on the table without explanation. In what follows, we'll break down the concepts of "materiality" and "double materiality" and share some key takeaways about their importance to ESG management. Information on a company is material and should therefore be disclosed if "a reasonable person would consider it [the information] important", according to the US Securities and Exchange Commission . Furthermore, the Global Reporting Initiative (GRI) which provides standards for companies to disclose their environmental and social impacts to a broader set of stakeholders than investors and is the most widely used disclosure system globally has pledged to coordinate its future standard-setting activities with those of the ISSB to provide two pillars of international sustainability reporting. Taking IAS 37 as a starting point is not as simple as it might seem. Contributions to inequality also reduce GDP over time. But the context for beta-relevant data is such that an enterprise value-based E/S disclosure regime may in many cases be very close to good enough for beta as well. The decision to leverage two well-established and tried and tested frameworks means less of a learning curve for corporates and investors. Not all investors are diversified, so if a company protects beta by accepting reduced enterprise value, it may be favoring diversified investors at the expense of concentrated investors. But we are trying to. If a sustainability issue is currently affecting a companys business activities, it is likely to have an effect on the companys cash flows over the short, medium or long term, and must be reported now. Continue the context-setting projects for beta-level impacts of E/S issues outside the ISSB process. It suggests that corporate activity that threatens critical systems is not material if that activity does not threaten enterprise value at the company in question. The ISSB will accept feedback on its General Requirements and Climate Standards until July 29, 2022, and will incorporate the comments it receives into its final sustainability reporting standards, expected by the end of 2022. Companies need to articulate the value drivers for their business to see if they and their stakeholders are on the same page. IFRS Advisory Council questions ISSB on future of SASB standards. A market price also factors in todays expectations about any potential implications that, at some future point in time, might affect a companys legal or regulatory situation (even if only by association). In the context of ESG, this is known as single materiality and means mainly environmental, social and governance factors that may pose a threat or opportunity to a business and its bottom line. This time pressure leaves the board with little time to explore a draft sustainability-reporting standard drawn up by Prof Richard Murphy from Sheffield University Management School. Additionally, EFRAGs draft European Sustainability Reporting Standards for the Corporate Sustainability Reporting Directive incorporate disclosure obligations that include entities impacts on nature, society and the climate. But, two subtle differences in how the ISSB and SEC both require the calculation of enterprise value mean that reporting entities using this standard would end up reporting broadly similar material information as those using the EFRAG standard. Importantly, the inside-out concept as discussed in the General Requirements is not designed to address beta; instead, it is focused on how the E/S performance of a company affects society overall. This, they say, would be a failure of the goals of sustainability reporting to influence corporate behaviour. Dana Peterson and Catherine Mann, Closing the Racial Inequality Gaps: The Economic Cost of Black Inequality in the U.S. (2020). The final documentation of the ISSB standards should acknowledge that most investors have significant, largely uniform interests in beta impacts. ISSB releases draft definition of 'sustainability' for new reporting framework The decision does not, however, change the ISSB's decision to focus on single materiality as opposed to double materiality. See Andrew Howard, SustainEx: Examining the Social Value of Corporate Activities (Schroders 2019). The General Requirements Standard creates an umbrella of disclosure expectations that will apply across all of the ISSBs forthcoming sustainability topic-specific standards, including the Climate Standard. This means that beta information is decision-useful, and thus comes within the broad parameters established in the General Requirements. This includes activities that relate to other organisations in the value chain or in the sector if they could have potential consequences for the company itself. E/S information can travel three pathways to affect investors and a fourth to affect other stakeholders: ISSB embraces a single type of data. Diversified investors internalize the collective costs of such externalities (more than $2 trillion in 2018 according to the Schroders report cited above) because they degrade the systems upon which economic growth and corporate financial returns depend. The task of building a sustainable future is a shared responsibility for us all. This change will not create a significant additional burden but will make the project more coherent and consistent with evolving fiduciary standards. The dream of stakeholder capitalism cannot align individual company financial interests with the interests of society. The logic for this is implicit within IAS 37. The Freshfields Report goes on to suggest that alpha-oriented strategies (e.g., ESG integration) are of limited value to diversified shareholders, and that beta focus is the best way for investors to improve performance: The more diversified a portfolio, the less logical it may be to engage in stewardship to secure enterprise specific value protection or enhancement. Companies therefore may wish to consider the ISSBs standards a baseline for reporting, as opposed to an exhaustive set of disclosures. This is similar to the architecture of the TCFD and ISSB. The General Requirements Standard specifies that potentially material sustainability-related considerations include activities and relationships related to an entitys value chain, which it defines as the full range of activities, resources and relationships related to a reporting entitys business model and the external environment in which it operates.. For example, if a company is using water at an unsustainable rate, this would have to be reported as a long-term risk to cash flows, just as it would be under EFRAGs approach. Financial materiality is in line with current U.S. disclosure rules. The ISSB is the product of agreement among a critical mass of relevant industry participants to develop a uniform standard for disclosure of social and environmental impact. That which you have adopted will fail the accounting profession, the capital markets and generations to come.. This cost was more than 50 percent of the profits those companies reported. If their content is not aligned, then the status quo will continue: piecemeal reporting, inconsistencies, confusion, and limited progress towards understanding the effect of ESG matters. Although the ISSB does not provide specific guidance on where such disclosures must be made relative to general purpose financial reports, it emphasizes that sustainability-related information should be disclosed simultaneously with standard financial information and in as integrated a manner as possible. These are the risks to the social and environmental systems in which the economy is embedded. None of these practical difficulties, however, ought to derail efforts to align. It is unclear why the General Requirements present double materiality and ESG as the only choices. This can impair broader economic returns when such regulation hinders the development of other, more economic companies or sectors. As with many new developments in reporting, companies will need to work out how to provide the right amount of information to the right stakeholders without overwhelming them with hundreds of pages of additional reporting. Double materiality is the union (in mathematical terms, i.e. Thus, while individual companies can profitably externalize costs, a diversified investor will pay these costs through lowered return on their diversified portfolios. ESRSISSB . Pursuant to applicable rules of professional conduct, portions of this publication may constitute Attorney Advertising. However, for Andromeda Wood, vice president of regulatory strategy . The ISSB documentation expressly rejects "double materiality," the standard European regulators embrace, which couples financial materiality with information designed to inform other stakeholder data. We then share key takeaways for companies that are beginning or continuing to make sustainability-related disclosures. Far from it, assured the ISSBs vice-chair, Sue Lloyd, during the ISSBs 21 September meeting: [F]or those listening, I think we need to be careful to be very clear that this isnt because we are not worrying about the comments that we received and the feedback that weve got. However, the concept of double materiality, which includes environmental and social impacts of a companys operations even if not financially material to the company, has significant support outside of the ISSBs framework. Influential investors such as BlackRock have previously encouraged companies to voluntarily disclose in line with both TCFD and SASB, and companies that have already developed such procedures for sustainability reporting will find it easier to adapt to the ISSBs framework. The ISSB has the critical mass of support from established market participants necessary to bring the same uniformity (and thus utility) to sustainability reporting that now exists for standard financial reporting. This would be information of interest to NGOs, governments, and citizens who wanted to understand companies impact on the world. Because the ISSB is a standard for disclosure, and not for action, it can be neutral on which side to take and simply provide beta-relevant information, in order to inform investors of the trades being made. But while an individual investor is free to satisfy ethical goals without regard to financial consequences, many investors, such as retirement and mutual funds, have fiduciary obligations to prioritize the interests of their beneficiaries. Gulf or gap? In this Alert, we outline the contents of the draft standards focusing on the General Requirements Standard and situate them within the context of converging voluntary disclosure standards and increasing regulation. Thus, to gather the E/S data that are material for company valuation purposes, the ISSB standard will have to include the same data that will be used to determine whether a company is externalizing costs to the detriment of people, planet, and other companies. Yet diversified portfolios remain exposed to nondiversifiable risks, for example where declining environmental or social sustainability undermines the performance of whole markets or sectors Indeed, for investors who are likely to hold diversified portfolios in the long-term, the question is particularly pressing since these are likely to be the main ways in which they may be able to make a difference. Companies will finally have clear instructions on how to report on their sustainability impacts, risks, and opportunities, and investors and other stakeholders will be able to better track progress, compare performance, and hold companies to account. The reason is that if a companys activities create the type of economic risk that threatens beta, it will almost surely be at risk for damaged reputation, increased regulation, and the increased costs that follow regulation. Forest fires raged across Europe, part of a London suburb caught light, and hurricane-force winds left a trail of destruction in southern Austria. A group of 86 global CFOs and institutional investors, representing 620bn in assets, criticised the ISSB for not adopting the double materiality approach which would require companies to report on the impact of their activities on the environment regardless of its relevance to enterprise value. Steering clear of this risk is likely to require, at most, minor adjustments in methodology; moreover, the initial ISSB documentation, while ambiguous, does not preclude such considerations. One of the first parameters to be established must be the purpose of disclosure. The EU can then "top up" these standards with those covering double materiality. 3233596, VAT No. Alongside this conceptual harmonization, the ISSBs framework advances a general organizational convergence among some of the most widely used global standard-setting bodies. Thats where we aregoing. The law governing investment fiduciaries is evolving to make it clear that their fiduciary obligations permitor even requirebeta management. The ISSB and SEC do not, as EFRAG does, mention an outward element: the effect the company might have on externalities such as the environment or local communities. All rights reserved. - 2023 PwC. In the one camp, broadly speaking, sit the SEC and the ISSB. Given the ISSBs potential to influence voluntary and mandatory sustainability reporting expectations, companies may wish to consider using its standards to help inform their sustainability disclosure strategy. Planetary forces much greater than cataclysmic weather events have decided that. The ISSB's superpower may lie in illuminating issues that are emerging across the global markets for consideration by investors and the broader markets. The ISSB consultation responses show there is also wide support for the approach within the financial sector. Despite all the talk of urgency from IOSCO, the climate-change standard will not be in place until next year. What has the Net Zero Asset Owner Alliance actually said about carbon offsets? This is a really important decade for dealing with climate change, so asset owners have to decarbonise the real economy, says NZAOAs investment lead, The taskforce will support pension scheme trustees and the wider pensions industry with some of the key challenges around managing social factors, Alongside NNIP and PGGM, the investors that took the biggest tumble down the rankings since 2020s survey were State Street Global Advisors, PIMCO and Allianz Global Investors, The countrys reliance on Russian gas means its change of energy sources will carry alarger environmental cost. The ISSB wants companies to think about it from the perspective of their existing and potential investors, lenders, and other creditors, while the SEC asks companies to consider whether the matter might be likely to influence an investors investment or voting decisions. So how might this look on the financial statements? Challenges for the adoption of the ISSB standards; ISSB a driver for change or a compliance exercise? By Nadja Picard, Gilly Lord and Hilary Eastman. Principles for Responsible Investment & UNEP Finance Initiative, Universal Ownership: Why Environmental Externalities Matter to Institutional Investors, Appendix IV. They threaten the functioning of the economic, financial and wider systems on which investment performance relies. (Of course, much data relevant to investors for beta purposes would overlap with these two categories, so that an expansion to beta-relevant information would add that value as well.). (b) disclosures to investors, lenders and other creditors about sustainability matters that affect their assessment of enterprise valuethese disclosures enable investors, lenders and other creditors to understand the impacts that sustainability-related risks and opportunities have on the value, timing and certainty of the entitys future cash flows, over the short, medium and long term and therefore users assessment of enterprise value. As noted above, the GRIs disclosure standards adopt a broad, multi-stakeholder interpretation of materiality. Climate change denial has been a tough ask this summer. Read our policy. Even if the ISSB wanted to include double materiality, it could well meet with opposition in jurisdictions still coming to terms with even basic sustainability reporting. And, on the surface, this could threaten progress towards global alignment. By Stephen BouvierNovember 2022 (Magazine). The ISSBs collaboration agreement with GRI further bridges the gap; a no gaps, no overlaps approach gives a holistic picture of sustainability performance on the basis of both impact and enterprise value. Encourage the ISSB drafters to move to an express sesquimateriality standard. For financial reporting, for example, companies assess materiality from the perspective of one stakeholder group: investors and lenders, the primary users of financial statements. One such force is the International Organization of Securities Commissions (IOSCO), which sees the establishment of the ISSB and its shiny new climate-disclosure standard as key pillars of its overall sustainable-finance strategy. The ISSB documentation expressly rejects double materiality, the standard European regulators embrace, which couples financial materiality with information designed to inform other stakeholder data. The recommendations of both the ISSB and the TCFD fall into four broad pillars governance, strategy, risk management, and metrics and targets corresponding to how the disclosing company approaches these four practices in the context of a given sustainability topic. The doom loop was complete when falling river levels left Frances nuclear power plants battling to produce enough energy to meet the demand for cooling. Confirmation that climate change does not drive sustainability reporting came when the boards chairman, Emmanuel Faber, appeared at the IFRS Foundations World Standard Setters conference in September to rule out any shift to double materiality some call it impact reporting by the ISSB: We will not move. ISSB has indicated it will consult with stakeholders on other sustainability topics later in 2022, potentially including water, biodiversity and social issues. The gap between fiduciary and ethical obligations can be reduced in part if companies are able to implement responsible E/S practices that drive greater enterprise value. As shown above, there is significant literature establishing that E/S disclosures that go beyond enterprise value may be of great importance to diversified investors economic decisions because of their financial interest in beta. In his workplan briefing in March, Faber said the board aim[ed] to issue the new Standards by the end of the year, subject to the feedback. At a conceptual level, the General Requirements Standard attempts to unite multiple overlapping approaches to sustainability disclosure. As Hales explained: "Dual materiality and dynamic materiality are not new concepts, it's just that there's new language and an evolving understanding of these issues [that] helps to bring some clarity to frankly a concept that has been very challenging to communicate about for a long time." One key element of materiality is its specificity. Another dynamic is the European Financial Reporting Advisory Group (EFRAG). Though there are aspects of ISSBe.g. As one work describes this, [a]ccording to widely accepted research, alpha [over- or under-performance of individual securities] is about one-tenth as important as beta [and] drives some 91 percent of the average portfolios return. Stephen Davis, Jon Lukomnik, and David Pitt-Watson,What They Do with Your Money(2016). Hard choices must be made. This reflected moral concern with profiting from suffering, rather than the use of investment to address a social issue. The version of enterprise value we use in financial reporting today would consider the effect of many sustainability matters on long-term cash flows as hardly material since they are inherently uncertain and typically have little effect on the business today. TNFD's basis for adopting the 'enterprise value' approach doesn't appear to be evidence based. The General Requirements simply do not discuss or even acknowledge the existence of specifically beta-relevant information as pertinent to diversified investors economic decisions. Diversified investors cannot avoid certain common risks almost all companies face. For similar reasons, Professor John Coffee predicted in a recent article that beta would surpass ESG integration as a motive for investor activism: This latter form of activism [beta focused] is less interested in whether the target firms stock price rises (or falls) than in whether the activist investors engagement with the target causes the total value of this investors portfolio to rise (which means that the gains to the other stocks in the portfolio exceed any loss to the target stock). In other words, an enterprise cannot be accurately valued without information concerning the threats it poses or benefits it promises to beta. The current plan for the ISSB expressly encompasses only data that implicate enterprise value (often called financial materiality), although a close read of the documentation produced to date leaves the door open for an expansion to information pertinent to beta information as well. PRI, an investor initiative whose members have $121 trillion in assets under management, recognizes this need. As we discuss in the next section, this will require beta-oriented disclosure. This is known as the single-materiality approach, as opposed to a double-materiality approach that considers impact both ways. In Europe, double materiality - reporting on both sustainability factors affecting the company (financial materiality) and how the company impacts on society and the environment (outward materiality) - is already part of the European Commission's proposed Corporate Sustainability Reporting Directive (CSRD). However, his proposals have one fatal flaw: IOSCO is in no mood to wait for the ISSB to create the illusion of effective action. Faber predicts that Europes financial reporting adviser-turned-sustainability-standard-setter will finalise its technical advice to the Commission on sustainability reporting in the next couple of months. Below, we highlight three key takeaways from the draft General Requirements and Climate Standards. Putting businesses on the path to a low carbon economy will require access to funding throughout the transition. Companies that prioritize their financial return to shareholders face a prisoners dilemma with respect to such resources, and unchecked market competition will inevitably lead to their depletion. The market must find a way to determine when this is important, and crucially, when it is not. This is not unfamiliar territory new accounting standards and regulatory reporting requirements come up from time to time. Corporate social responsibility. For an overview of the SECs proposed climate rule and its implications, please refer to our March 24 Alert., 2. They must do so again. Standard-setting International Sustainability Standards Board Consolidated organisations So, for example, if a company is planning on extracting water at a rate that is not sustainable based on the volume of water available in the area, then this will certainly ultimately have an effect on their finances because in 15 years they will have run out of water to extract or they will have to invest money sooner in exploring alternate sources of extraction. get as much direction as quickly as possible to really build on momentum.. These projects help investors determine a companys fair share of a limited common resource or the proper social and environmental boundaries for individual companies that are necessary to preserve the systems upon which all companies rely. Financial materiality means that the activity has an effect on the companys cash flows or enterprise value (consistent with the SEC and ISSB). No business has a crystal ball and the provision of forward-looking information will inevitably mean that certain items, incidents and events are missed. Sustainability materiality must be accepted as ever evolving, as it is for financial statement materiality. Sustainability reporting standards promise to do the same. One of the biggest is that all three proposals define what is material in different ways. Whats material depends on the issue, the context, the time frame and the stakeholder. On 3 November 2021, at COP26, the IFRS Foundation Trustees announced the creation of the International Sustainability Standards Board (ISSB). As the process of sustainability reporting moves from voluntary to mandatory, companies with mature sustainability disclosure programs are likely to be well positioned to meet the evolving demands of stakeholders and regulators. > ISSB 2023 . Murphy suggests environmental impact and financial reporting can be integrated by using two provisions following the methodology in International Accounting Standard 37, which deals with provisions, contingent liabilities and contingent assets. It is likely that if companies begin to report accurately on their sustainability profile, the information they provide will be illuminatingly different from what the market thought it knew. Thats why we were created. Finally, a number of prominent global financial regulators including the SEC, the UK Financial Conduct Authority, the European Commission, the European Financial Reporting Advisory Group (EFRAG), the Japanese Financial Services Authority, the Sustainability Standards Board of Japan Preparation Committee and the Chinese Ministry of Finance have agreed to join a working group focused on compatibility between the ISSBs standards and new regulations. Acknowledge the existence of specifically beta-relevant information as pertinent to diversified investors can not align individual company financial interests the... Functioning of the first parameters to be established must be accepted as ever evolving, as it might seem standards. Are the risks to the Commission on sustainability reporting in the one camp, broadly speaking, the! It promises to beta are missed of disclosures build on momentum double materiality and ESG as the only choices of. 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Schelling, on the Ecology of Micromotives 25! Climate-Change standard will not be in place until next year, governments and... Costs, a diversified investor will pay these costs through lowered return on their portfolios. 2021, at COP26, the GRIs disclosure standards adopt a broad multi-stakeholder... That beta information is decision-useful, and David Pitt-Watson, what they Do with Your Money ( ). The world change: No Action not an Option ( April 2021.. Failure of the ISSB standards ; ISSB a driver for change or a compliance exercise point. Architecture of the International sustainability standards Board ( ISSB ) express sesquimateriality.! The law governing investment fiduciaries is evolving to make it clear that their fiduciary obligations permitor even requirebeta management while... And citizens who wanted to understand companies impact on the world the parameters... 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