Gouvernance

Le ratio de rémunération entrera en vigueur pour les entreprises britanniques à compter de juin 2018 selon The Guardian : « Companies must reveal pay disparity between boss and workers ».

Companies that are publicly listed in the UK will be obliged to publish the pay ratio between their chief executive and their average British worker under government plans.

Businesses that are publicly listed in UK will be obliged to publish data as part of shakeup of corporate governance

The proposals, which will be announced on Tuesday and will come into force by next June, will also aim to give workers a voice at boardroom level. But the plans fall short of the corporate governance revolution promised last year by Theresa May.

Précision toutefois : contrairement à ce qui était initialement annoncé (il était question d’obliger les entreprises britanniques), le dispositif juridique sera de type « comply or explain ».

À la prochaine…

Ivan Tchotourian

Un groupe de travail du Financial Reporting Council (FRC) a publié fin avril 2016 un bilan de la 1e phase de son travail : « Phase 1 Report of the Task Force on Climate-Related Financial Disclosures (TCFD) ». Qu’en retenir ?

Objectifs

We support the objectives of the TCFD and welcome that it is focussing on financial risks and in particular those that could have a potential impact on future cash flows. We believe that this is important in identifying the boundary of information that would be relevant to investors’ decision-making. As with any project with multiple objectives there will be instances where a trade-off is necessary. Consistent principles are important, but absolute uniformity in disclosures detracts from careful consideration and communication of information that is relevant for its users. Whilst climate related risks will be important to many companies any recommendations must be proportionate and balanced, to avoid excessive focus on one set of risks to the detriment of disclosures of the other principal risks and uncertainties a company faces. Boards must retain responsibility for determining what disclosures, if any, on climate related risks are relevant and material. This requires an understanding of the potential impacts of climate change and legislative responses, and the application of judgement. Identification of factors to be considered by management when making such an assessment will be helpful.

Portée

The recommendation should provide preparers and their boards an understanding of the factors to consider when assessing, mitigating and, where necessary, reporting the climate change risks they might face. Factors to consider might include the sensitivity of its business model to climate related legislation (for example, the existence of low carbon substitute products or processes); the energy use and carbon emissions of the company, its products and suppliers; the company’s investment planning periods; and the geographical location of operations and its distribution channels. High risk sectors could then be used to illuminate those factors.

Utilisateurs

We note from the Phase 1 Report that the intended users for the information goes beyond those making direct investments in companies to those further back in the capital supply chain. We welcome this to ensure more informed capital allocation decisions. However the disclosure recommendations will need to take into consideration the needs of the intended audience and be dependent on the type of preparer as different considerations will apply for climate related risks arising from companies reporting on their own operational activities in their annual report and those investing in a portfolio of assets or advising on investment activities. We also encourage the TCFD to consider the placement of information outside the annual report when recommending disclosures that might go beyond the needs of the annual report’s intended audience. We encourage reporting of more detailed voluntary information for investors or other users outside the annual report so that it does not detract from the key messages.

À la prochaine…

Ivan Tchotourian