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Divulgation divulgation extra-financière Gouvernance Responsabilité sociale des entreprises

Reporting non-financier : s’inspirer du modèle européen

Ivan Tchotourian 7 juillet 2020 Ivan Tchotourian

Discussion intéressante sur le reporting non-financier de G. Tsagas et C. Villiers « Why ‘Less is More’ in non-Financial Reporting Initiatives: Concrete Steps Towards Supporting Sustainability » (Oxford Business Law Blog, 10 juin 2020).

Conclusion :

Random and arbitrary compliance with various initiatives makes companies’ sustainable practices ‘less’ rather than ‘more’ transparent. Our paper offers a comprehensive view on different reporting frameworks. It shows that there is a need to provide some clarity in this complex landscape. Fundamentally, the current reporting landscape is unlikely to impact positively on efforts towards sustainability. We suggest in our paper hat the scope of the NFRD, as the most promising of the existing initiatives, should be revisited so as to enhance its contribution to furthering corporations’ sustainable practices. Our paper supports reform of the NFRD which has constituted a positive step in the right direction. What is required now is stronger guidance on what to report and how to report it. Steps are being taken in the right direction towards clarifying metrics around sustainability (World Economic Forum 2020). A standardized and streamlined framework is necessary in order to pin companies down to something more concrete, rather than giving them too much choice on which guidelines, frameworks or recommendations they may opt to follow. Stronger, clearer and more concrete definitions of key concepts are required, as well as clarification of the rights of stakeholders in this area of activity. Proposals for reform that have arisen, with a consultation exercise by the European Commission, (European Commission Consultation 2020) are therefore to be welcomed. We suggest an expansion of the NFRD’s scope and that it represent sustainability as a positive instead of reducing the focus only to negative risks. EU member states and companies should have opportunities for effective compliance with the reporting requirements, with the NFRD better defining the concepts it refers to.

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Divulgation divulgation extra-financière divulgation financière Gouvernance normes de droit parties prenantes Responsabilité sociale des entreprises

SEC : une réponse à sa consultation sur la divulgation en matière de risque COVID-19

Ivan Tchotourian 4 juillet 2020 Ivan Tchotourian

Par la voix de Carter Dougherty, l’Americans for Financial Reform a adressé sa réponse à la SEC à propos de la divulgation obligatoire du risque COVID-19 : « SEC Should Mandate Disclosures on COVID-19 Risks and Responses » (1er juillet 2020).

Extrait :

The impact of the losses on shareholders will be significant. Investors, however, are being forced to rely on news reports to try to understand how the crisis is impacting companies in their portfolios and how those companies are responding. The SEC must act to require companies to provide consistent, reliable data to investors about the economic impact of the pandemic on their business, human capital management practices, and supply chain risks. These disclosures should include:

• Workplace COVID-19 Prevention and Control Plan—Companies should disclose a written infectious disease prevention and control plan including information such as the company’s practices regarding hazard identification and assessment, employee training, and provision of personal protective equipment.
• Identification, Contact Tracing, and Isolation—Companies should disclose their policies for identifying employees who are infected or symptomatic, contact tracing and notification for potentially exposed employees and customers, and leave policies for infected employees who are isolating.
• Compliance with Quarantine Orders and phased reopening orders—Companies should disclose how they are complying with federal, state, and local government quarantine orders and public health recommendations to limit operations.
• Financial Implications—Companies should disclose the impact of the COVID-19 pandemic on their cash flows and balance sheet as well as steps taken to preserve liquidity such as accessing credit facilities, government assistance, or the suspension of dividends and stock buybacks.
• Executive Compensation—Companies should promptly disclose the rationale for any material modifications of senior executive compensation due to the COVID-19 pandemic, including changes to performance targets or issuance of new equity compensation awards.
• Employee Leave—Companies should disclose whether or not they provide paid sick leave to encourage sick workers to stay home, paid leave for quarantined workers, paid leave at any temporarily closed facilities, and family leave options to provide for childcare or sick family
• Health Insurance—Companies should disclose the health insurance coverage ratio of their workforce and whether the company has a policy to provide employer-paid health insurance for any employees who are laid off during the COVID-19 pandemic.
• Contingent Workers—Companies should disclose if part-time employees, temporary workers, independent contractors, and subcontracted workers receive all the protections and benefits provided to full-time company employees, including those outlined above.
• Supply Chains-Companies should disclose whether they are current on payments to their supply chain vendors. Timely and prompt payments to suppliers will help retain suppliers’ workforces and ensure that a stable supply chain is in place for business operations going forward.
• Workers’ Rights-Companies should disclose their policies for protecting employees who raise concerns about workplace health and safety from retaliation, including whistleblower protections and contractual provisions protecting workers’ rights to raise concerns about workplace conditions.
• Political activity—Companies should disclose all election spending and lobbying activity, especially money spent through third parties like trade associations and social welfare 501(c)4 organizations.

Prior to the onset of COVID-19, it was often argued that human rights, worker protection and supply chain matters were moral issues not relevant to a company’s financial performance. As millions of workers are laid off and supply chains unravel, the pandemic has proven that view wrong. Businesses that protect workers and consumers will be better positioned to continue operations and respond to consumer demand throughout the pandemic. The disclosures outlined above will provide investors with important information to help them understand how COVID-19 is impacting the companies they are invested in. In addition, by requiring these disclosures, the Commission has the opportunity to encourage companies to review their current practices and consider whether updates are necessary in light of recent events. The process of preparing these disclosures may help some public companies to recognize that their current practices are not sufficiently robust to protect their workers, consumers, supply chains and, as a result, their investors’ capital given the impact of the pandemic.

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Divulgation divulgation extra-financière Normes d'encadrement Responsabilité sociale des entreprises

Données extra-financières : de plus en plus d’importance

Ivan Tchotourian 7 février 2020 Ivan Tchotourian

Bel article de Les affaires qui montre qu’il y a une montée de l’importance des données extra-financières : « La montée des données extra-financières ».

Résumé

Imaginons deux entreprises, du même secteur et de taille semblable. Chacune affiche des revenus de 50 millions de dollars et des dépenses de 40 millions. Si l’on se fie aux données financières, ces organisations sont similaires. Les données extra-financières exposent …

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