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TOWARDS INTEGRATED REPORTING
Communicating Value in the 21st Century
ABOUT THIS DISCUSSION PAPER
 Contents                                                          The International Integrated Reporting Committee (IIRC) has
 About this Discussion Paper                                 1     brought together world leaders from the corporate, investment,
 Summary                                                     2     accounting, securities, regulatory, academic, civil society and
    What is Integrated Reporting?                                  standard-setting sectors to develop a new approach to reporting.
    Why do We Need Integrated Reporting?
    An International Framework                                     This approach, Integrated Reporting, will meet the needs of the
    Future Direction
    Your Comments Requested
                                                                   21st century. It builds on the foundations of financial, management
 The World has Changed – Reporting Must Too                  4
                                                                   commentary, governance and remuneration, and sustainability
 Towards Integrated Reporting                                6
                                                                   reporting in a way that reflects their interdependence.
    Integrated Reporting Defined                                   The IIRC aims to forge a global consensus on the direction in which
    Building on Developments to Date
                                                                   reporting needs to evolve, creating a framework for reporting
 An International Integrated Reporting Framework             8
    How is Integrated Reporting Different?                         that is better able to accommodate complexity, and, in so doing,
    Business Model and Value Creation                              brings together the different strands of reporting into a coherent,
    The Building Blocks                                            integrated whole.
    Guiding Principles
    Content Elements                                               This Discussion Paper considers the rationale behind the move
    Towards Integrated Reporting – Innovation in Action
                                                                   towards Integrated Reporting, offers initial proposals for the
 What will Integrated Reporting Mean for Me?                 20
   Benefits, Challenges and Responses
                                                                   development of an International Integrated Reporting Framework
   Reporting Organization Perspective                              and outlines the next steps towards its creation and adoption,
   Investor Perspective                                            including the publication of an Exposure Draft in 2012. Its
   Policy-maker, Regulator and Standard-setter Perspective
   Other Perspectives
                                                                   purpose is to prompt input from all those with a stake in
 Future Direction                                            25
                                                                   improved reporting, including both producers and users of reports.
 Summary of Consultation Questions                           26    Your answers to the Consultation Questions in this Discussion Paper, and any
 Acknowledgements and Endnotes                               28
                                                                   other comments you would like to make, will be important to us in refining these
                                                                   proposals. They should be submitted to dpresponses@theiirc.org or online at
                                                                   www.theiirc.org. Please identify in your response the organization to which
                                                                   you belong and where it is located. All comments received will be considered
MANAGEMENT COMMENTARY                                              a matter of public record and will be posted on www.theiirc.org.
                                                                   Comments should be submitted by Wednesday 14th December 2011.
GOVERNANCE AND REMUNERATION REPORTING
                                                                   You can register at www.theiirc.org to be notified when additional information
                                                                   is published, when regional roundtables or webinars are held or for information
                                                                   about the IIRC Pilot Programme.


www.theiirc.org




FINANCIAL STATEMENTS


SUSTAINABILITY REPORTING


                                                                   Copyright © September 2011 by the International Integrated Reporting Committee. All rights reserved. Permission is granted to make copies of this work to achieve
                                                                   maximum exposure and feedback provided that each copy bears the following credit line: Copyright © September 2011 by the International Integrated Reporting
                                                                   Committee. All rights reserved. Used with permission of the International Integrated Reporting Committee. Permission is granted to make copies of this work to
                                                                   achieve maximum exposure and feedback.




                                                                                                                                                                                              Towards Integrated Reporting 1
SUMMARY

The development of Integrated Reporting is designed to enhance and consolidate
existing reporting practices...to move towards a reporting framework that provides
the information needed to assess organizational value in the 21st century.



What is Integrated Reporting?                                       reflecting this growing complexity. Such a framework needs to         The initial focus is on reporting by larger companies and on       Future Direction
                                                                    bring together the diverse but currently disconnected strands of      the needs of their investors. The Framework will help to elicit
Integrated Reporting brings together material information                                                                                                                                                    The development of Integrated Reporting is designed to enhance
                                                                    reporting into a coherent, integrated whole, and demonstrate          consistent reporting by organizations, provide broad parameters
about an organization’s strategy, governance, performance                                                                                                                                                    and consolidate existing reporting practices and, through
                                                                    an organization’s ability to create value now and in the future.      for policy-makers and regulators and provide a focus for
and prospects in a way that reflects the commercial, social                                                                                                                                                  collaboration, consultation and experimentation, to move
                                                                                                                                          harmonizing reporting standards.
and environmental context within which it operates. It provides                                                                                                                                              towards a reporting framework that provides the information
a clear and concise representation of how an organization           International differences in reporting                                                                                                   needed to assess organizational value in the 21st century.
demonstrates stewardship and how it creates and sustains value.
                                                                    Reporting requirements have evolved separately, and differently,      The building blocks                                                The next steps that the IIRC will take in this direction are
                                                                                                                                                                                                             listed below.
An Integrated Report should be an organization’s primary            in various jurisdictions. This has significantly increased the        Five Guiding Principles underpin the preparation of an
reporting vehicle.                                                  compliance burden for the growing number of organizations             Integrated Report.                                                 •	   Undertake a Pilot Programme to encourage experimentation
                                                                    that report in more than one jurisdiction and makes it difficult to                                                                           and innovation among companies and investors.
                                                                                                                                          •	   Strategic focus
                                                                    compare the performance of organizations across jurisdictions.                                                                           •	   Develop an International Integrated Reporting Framework
Why do We Need Integrated Reporting?                                                                                                      •	   Connectivity of information
                                                                                                                                                                                                                  Exposure Draft, reflecting responses received to this
Since the current business reporting model was designed,                                                                                  •	   Future orientation                                                 Discussion Paper and the experience gained from the first
there have been major changes in the way business is                The benefits of Integrated Reporting
                                                                                                                                          •	   Responsiveness and stakeholder inclusiveness                       year of the Pilot Programme.
conducted, how business creates value and the context in            Research has shown that reporting influences behaviour.
                                                                    Integrated Reporting results in a broader explanation of              •	   Conciseness, reliability and materiality                      •	   Work with others to support the development of emerging
which business operates. These changes are interdependent
and reflect trends such as:                                         performance than traditional reporting. It makes visible an                                                                                   measurement and reporting practices relevant to
                                                                                                                                          These Principles should be applied in determining the content
                                                                    organization’s use of and dependence on different resources                                                                                   Integrated Reporting.
                                                                                                                                          of an Integrated Report, based on the key Content Elements
•	   globalization,                                                 and relationships or “capitals” (financial, manufactured, human,                                                                         •	   Raise awareness among investors and other stakeholders
                                                                                                                                          summarized below. The presentation of the Elements should
•	   growing policy activity around the world in response to        intellectual, natural and social), and the organization’s access      make the interconnections between them apparent.                        and encourage organizations to adopt and contribute to
     financial, governance and other crises,                        to and impact on them. Reporting this information is critical to:                                                                             the evolution of Integrated Reporting.
                                                                                                                                          •	   Organizational overview and business model
•	   heightened expectations of corporate transparency and          •	   a meaningful assessment of the long-term viability of the                                                                           •	   Explore opportunities for harmonizing reporting
     accountability,                                                                                                                      •	   Operating context, including risks and opportunities               requirements within and across jurisdictions.
                                                                         organization’s business model and strategy;
•	   actual and prospective resource scarcity,                                                                                            •	   Strategic objectives and strategies to achieve those          •	   Develop institutional arrangements for the ongoing
                                                                    •	   meeting the information needs of investors and other
                                                                                                                                               objectives                                                         governance of Integrated Reporting.
•	   population growth, and                                              stakeholders; and
                                                                                                                                          •	   Governance and remuneration
•	   environmental concerns.                                        •	   ultimately, the effective allocation of scarce resources.
                                                                                                                                          •	   Performance                                                   Your Comments Requested
Against this background, the type of information that is needed
                                                                    An International Framework                                            •	   Future outlook                                                Please join us in this unique effort to develop an overarching
to assess the past and current performance of organizations
and their future resilience is much wider than is provided for                                                                                                                                               International Integrated Reporting Framework by providing
                                                                    The IIRC is developing an International Integrated Reporting                                                                             feedback on this Discussion Paper. Your answers to the
by the existing business reporting model. While there has           Framework that will facilitate the development of reporting
been an increase in the information provided, key disclosure                                                                                                                                                 Consultation Questions in this Discussion Paper, and any other
                                                                    over the coming decades. The core objective of the Framework                                                                             comments you would like to make, should be submitted to
gaps remain.                                                        is to guide organizations on communicating the broad set of            Who is the IIRC?                                                  dpresponses@theiirc.org or online at www.theiirc.org. For the
Reports are already long and are getting longer. But, because       information needed by investors and other stakeholders to                                                                                purpose of analysis, you are asked to identify the organization
                                                                                                                                           The International Integrated Reporting Committee (IIRC) is
reporting has evolved in separate, disconnected strands, critical   assess the organization’s long-term prospects in a clear, concise,                                                                       to which you belong and where it is located. All comments
                                                                                                                                           an international cross-section of leaders from the corporate,
interdependencies between strategy, governance, operations          connected and comparable format. This will enable those                                                                                  received will be considered a matter of public record and will
                                                                                                                                           investment, accounting, securities, regulatory, academic, civil
and financial and non-financial performance are not made clear.     organizations, their investors and others to make better short-                                                                          be posted on www.theiirc.org.
                                                                                                                                           society and standard-setting sectors. See page 28 for a list
To provide for the growing demand for a broad information           and long-term decisions.
                                                                                                                                           of members.
set from markets, regulators and civil society, a framework is                                                                                                                                               Comments should be submitted by Wednesday 14th
needed that can support the future development of reporting,                                                                                                                                                 December 2011.




2 www.theiirc.org                                                                                                                                                                                                                                Towards Integrated Reporting 3
THE WORLD HAS CHANGED –                                                                                                                                                                 Key points in this section
                                                                                                                                                                                        •	    The world has changed. Reporting needs to keep pace.


REPORTING MUST TOO
                                                                                                                                                                                        •	    While reporting has expanded and evolved, it has also become increasingly complex.
                                                                                                                                                                                              Critical interdependencies are not brought to light and disclosure gaps remain.
                                                                                                                                                                                        •	    It is not enough to keep on adding more information. The connections need to be made clear
                                                                                                                                                                                              and the clutter needs to be removed. Only the most material information should be included in
                                                                                                                                                                                              the Integrated Report.
                                                                                                                                                                                        •	    Coordinated, international action is needed now.
                                                                                                                                                                                        •	    The IIRC has brought together key organizations in response.
While the architecture necessary to support changing information needs is developing,
many currently perceive a reporting landscape of confusion, clutter and fragmentation.



The world has changed due to globalization and resulting                                  Reporting needs to keep pace. The traditional reporting             For many organizations, reporting is seen as a legal compliance        In the context of financial reporting, international convergence
interdependencies in economies and supply chains, advances                                model was developed for an industrial world. Although it            process, rather than as a process for communicating what matters.      has been recognized as important, and progress has been
in technology, rapid population growth and increasing global                              continues to play a valuable role with respect to stewardship of    Furthermore, different strands of reporting have tended to evolve      made towards international standards, for example, through
consumption. This has had a significant impact on the quality,                            financial capital, it nonetheless focuses on a relatively narrow    separately, with additional requirements and information requests      the current work on the convergence of International Financial
availability and price of resources, including water, food and                            account of historical financial performance and of the value-       being bolted on to the existing model, rather than being integrated    Reporting Standards (IFRS) and U.S. Generally Accepted
energy. It also puts increasing pressure on ecosystems that are                           creation process.                                                   into it. The pressure to keep adding more continues to grow.           Accounting Principles (U.S. GAAP). Nevertheless, many other
essential to the economy and society.                                                                                                                                                                                                aspects of reporting continue to be governed by national
                                                                                          As business has become more complex and gaps in traditional         This has created a complex and overlapping set of disconnected
                                                                                                                                                                                                                                     or regional laws, regulations and stock exchange listing
This has political, social and commercial implications. Businesses                        reporting have become prominent, new reporting requirements         disclosures. As a result, critical interdependencies that exist are
                                                                                                                                                                                                                                     requirements, and by a mixture of mandatory and voluntary
are being forced to react to these changes in order to remain                             have been added through a patchwork of laws, regulations,           not made clear, for example, between:
                                                                                                                                                                                                                                     standards, codes and guidance.
successful and, in many cases, are developing new business                                standards, codes, guidance and stock exchange listing
                                                                                                                                                              •	   strategy and risk,
models that recognize the need to innovate and do more with less.                         requirements. This has led to an increase in the information                                                                               The IIRC has brought together key organizations in
                                                                                          provided through:                                                   •	   financial and non-financial performance,                          response. The IIRC was established in 2010 in recognition of
The need for a broader information set is clearly demonstrated
                                                                                                                                                              •	   governance and performance, and                                   the need to move towards an International Integrated Reporting
by the small percentage of market value now explained by                                  •	   longer and more complex financial reports and
                                                                                                                                                              •	   the organization’s own performance and that of others in          Framework that is fit-for-purpose for the 21st century.
physical and financial assets – down to only 19% in 2009 from                                  management commentaries;2
83% in 1975. The remainder represents intangible factors, some                                                                                                     its value chain.                                                  The IIRC seeks to build upon, enhance and support the work that
                                                                                          •	   increased reporting on governance and remuneration; and
of which are explained within financial statements, but many of                                                                                               Coordinated, international action is needed now.                       has been done to date, and is ongoing, to achieve a reporting
                                                                                          •	   standalone sustainability reporting which has also evolved
                                                                                                                                  3
which are not.1                                                                                                                                               The information available to management, investors and                 framework that:
                                                                                               rapidly over the past decade.
                                                                                                                                                              other stakeholders, and the way in which it is presented,              •	   communicates the organization’s strategy, business model,
                                                                                          These developments, led by policy-makers, companies and             have a fundamental impact on decision-making. The time has
Components of S&P 500 market value                                                                                                                                                                                                        performance and plans against the background of the
                                                                                          other reporting organizations, investors and civil society, are     come to step back and rethink what information is needed to
100                                                                                                                                                                                                                                       context in which it operates;
                          83            68             32            20             19    welcome reactions designed to elicit the information needed in      provide a clear, concise picture of performance, impacts and
                                                                                          a changing world. However, while the architecture necessary                                                                                •	   provides a coherent framework within which market and
                                                                                                                                                              interdependencies. Such a picture must:
                                                                                          to support changing information needs is developing, many                                                                                       regulatory driven reporting requirements can be integrated;
80                                                                   80             81    currently perceive a reporting landscape of confusion, clutter      •	   drive innovation,                                                 •	   is internationally agreed, so as to encourage convergence
                                                                                          and fragmentation. Much of the information now provided is          •	   be focused on communication and not just compliance, and               of approach and hence more ready understanding of
                                                       68                                 disconnected and key disclosure gaps remain.                        •	   support resource allocation decisions that are consistent with         information presented;
60                                                                                        As a result, although there is evidence that investors recognize         sustained value creation and with long-term economic stability.   •	   reflects the use of and effect on all of the resources and
                                                                                          the materiality of non-financial factors, they do not feel that                                                                                 relationships or “capitals” (human, natural and social as
                                                                                                                                                              In an increasingly global marketplace, comparability is                     well as financial, manufactured and intellectual) on which
                                                                                          the information they have available is adequate for decision-       important. Reporting requirements have evolved separately,
40                                                                                        making.4 For example, while there is management recognition                                                                                     the organization and society depend for prosperity; and
                                                                                                                                                              and differently, in various jurisdictions. This has increased the
                                                                                          that sustainability issues should be fully integrated into the      reporting and administrative burden for the growing number             •	   reflects and communicates the interdependencies between
                                        32                                                strategy and operations of a company (with 96% of CEOs from                                                                                     the success of the organization and the value it creates for
                                                                                                                                                              of organizations that report in more than one jurisdiction. It
                                                                                          the world’s largest companies expressing this opinion5), only       has also resulted in diverging disclosure practices that inhibit            investors, employees, customers and, more broadly, society.
20
                          17                                                              21% of listed companies report any sustainability information       investors and others from understanding and comparing the
                                                                                          based on Bloomberg research.6                                       information they need for decision-making.
                                                                                          It is not enough to keep on adding more information
                       1975           1985           1995           2005           2009   – the connections need to be made clear and the
      Physical and financial assets                                                        clutter needs to be removed. Corporate reports are
      Other factors                                                                       already long and, in many cases, they are getting longer. Length
                                                                                          and excessive detail can obscure critical information rather than
The percentage of market value represented by physical and financial assets versus        aid understanding.7 Only the most material information should                                 Q1.     (a) Do you believe that action is needed to help improve how organizations represent
intangible factors, some of which are explained within financial statements, but many
of which are not.1                                                                        be included in the Integrated Report.                                                                     their value-creation process? Why/why not?
                                                                                                                                                                                                (b) Do you agree that this action should be international in scope? Why/why not?



4 www.theiirc.org                                                                                                                                                                                                                                                          Towards Integrated Reporting 5
TOWARDS INTEGRATED REPORTING                                                                                                                                      Key points in this section
                                                                                                                                                                  •	    Integrated Reporting combines the different strands of reporting (financial, management commentary,
                                                                                                                                                                        governance and remuneration, and sustainability reporting) into a coherent whole that explains an
                                                                                                                                                                        organization’s ability to create and sustain value.
                                                                                                                                                                  •	    The main output of Integrated Reporting is an Integrated Report: a single report that the IIRC anticipates
                                                                                                                                                                        will become an organization’s primary report.
                                                                                                                                                                  •	    Integrated Reporting can reduce the reporting burden on organizations while improving investors’, and
Integrated Reporting brings together the material information about an organization’s                                                                                   other stakeholders’, insight and understanding.
strategy, governance, performance and prospects in a way that reflects the commercial,                                                                            •	    Integrated Reporting reflects and builds upon existing developments in reporting.
social and environmental context within which it operates. It provides a clear and
concise representation of how an organization creates value, now and in the future.



Integrated Reporting Defined                                        contributes to success over time. It will increasingly be through    Building on Developments to Date                                        •	   The publication during 2010 and 2011 of:
                                                                    this process of “integrated thinking” that organizations are                                                                                      –    the IFRS Practice Statement, “Management
Integrated Reporting brings together the material information                                                                            Integrated Reporting reflects and builds upon existing
                                                                    able to create and sustain value. The effective communication                                                                                          Commentary”, an international framework for narrative
about an organization’s strategy, governance, performance                                                                                developments in reporting, including the following.
                                                                    of this process can help investors, and other stakeholders,                                                                                            reporting to provide a context for interpreting an
and prospects in a way that reflects the commercial, social
                                                                    to understand not only an organization’s past and current            •	   The ongoing international convergence of accounting                          organization’s financial position, financial performance
and environmental context within which it operates. It provides
                                                                    performance, but also its future resilience.                              standards through the collaborative efforts of the                           and cash flows;
a clear and concise representation of how an organization
                                                                                                                                              International Accounting Standards Board (IASB) and the
demonstrates stewardship and how it creates value, now and          The main output of Integrated Reporting is an Integrated                                                                                          –    the Integrated Reporting Committee of South Africa’s
                                                                                                                                              U.S.-based Financial Accounting Standards Board (FASB)
in the future. Integrated Reporting combines the most material      Report: a single report that the IIRC anticipates will become an                                                                                       Discussion Paper, “Framework for Integrated Reporting
                                                                                                                                              to improve both IFRS and U.S. GAAP, and to eliminate the
elements of information currently reported in separate reporting    organization’s primary report, replacing rather than adding                                                                                            and the Integrated Report”;
                                                                                                                                              differences between them.
strands (financial, management commentary, governance and           to existing requirements. Such a report enables evolving                                                                                          –    the Global Reporting Initiative’s “G3.1” Sustainability
remuneration, and sustainability) in a coherent whole, and          reporting requirements, both market-driven and regulatory, to        •	   The work of The Prince’s Accounting for Sustainability
                                                                                                                                                                                                                           Reporting Guidelines, and its current project to develop
importantly:                                                        be organized into a coherent narrative. An Integrated Report              Project, the Global Reporting Initiative, the World Business
                                                                                                                                                                                                                           a fourth generation of Guidelines over the coming two
                                                                    provides a clear reference point for other communications,                Council for Sustainable Development, the World Resources
•	   shows the connectivity between them; and                                                                                                                                                                              years; and
                                                                    including any specific compliance information, such as investor           Institute, the World Intellectual Capital Initiative, the Carbon
•	   explains how they affect the ability of an organization to                                                                               Disclosure Project, the Climate Disclosure Standards Board,             –    the International Auditing and Assurance Standards
                                                                    presentations, detailed financial information, operational data
     create and sustain value in the short, medium and long term.                                                                             the European Federation of Financial Analysts, the United                    Board’s Discussion Paper, “The Evolving Nature
                                                                    and sustainability information. Much of this information might
                                                                                                                                              Nations (UN) Conference on Trade and Development,                            of Financial Reporting: Disclosure and Its Audit
Integrated Reporting reflects what can be called “integrated        move to an online environment, reducing clutter in the primary
                                                                                                                                              the UN Global Compact, the International Corporate                           Implications”.
thinking” – application of the collective mind of those charged     report, which will focus only on the matters that the organization
                                                                    considers most material to long-term success.                             Governance Network, the Collaborative Venture on Valuing           The IIRC aims to forge a global consensus on the direction in
with governance (the board of directors or equivalent), and the
                                                                                                                                              Non-Financial Performance, and many others to develop              which reporting needs to evolve, creating a framework for
ability of management, to monitor, manage and communicate
                                                                                                                                              principles, methodologies, guidelines and standards for the        reporting that is better able to accommodate complexity and,
the full complexity of the value-creation process, and how this
                                                                                                                                              accounting and reporting of non-financial information.             in so doing, brings together the different strands of reporting
                                                                                                                                                                                                                 into a coherent, integrated whole. All of the organizations
                                                                                                                                                                                                                 referred to above are part of, or collaborating closely with, the
The evolution of corporate reporting                                                                                                                                                                             IIRC to achieve this aim.


1960                                                                1980                                                                 2000                                                                    2020


                             Financial
                            Statements                                                             Financial
                                                                                                  Statements                                                               Financial
                                                                                                                                                                          Statements
                                                                                                                                                                                                                            Management         Integrated          Sustainability
                                                                                                                                                                                                                            Commentary         Reporting            Reporting
                                                                             Management
                                                                             Commentary                             Environmental               Management
                                                                                                                      Reporting                 Commentary
                                                                                                                                                                                                                                      Governance             Financial
                                                                                                  Governance                                                                                 Sustainability                              and                Statements
                                                                                                     and                                                                                      Reporting                              Remuneration
                                                                                                 Remuneration


                                                                                                                                                                    Governance
                                                                                                                                                                       and
                                                                                                                                                                   Remuneration

 Q2.     Do you agree with the above definition of Integrated Reporting? Why/why not?



6 www.theiirc.org                                                                                                                                                                                                                                       Towards Integrated Reporting 7
AN INTERNATIONAL INTEGRATED
REPORTING FRAMEWORK
The Framework will provide high-level guidance to organizations that prepare Integrated
Reports, helping to provide consistency of content and approach in a way that demonstrates                                                   How is Integrated Reporting Different?
the extent to which integrated thinking is occurring within the organization.                                                                Thinking                                         Isolated          Integrated
                                                                                                                                                                   Because traditional reporting occurs in silos, it encourages thinking in silos. Integrated Reporting,
 Key points in this section                                                                                                                                        on the other hand, reflects, and supports, integrated thinking – monitoring, managing and
 •	    The IIRC is developing a Framework to support the future development of reporting.                                                                          communicating the full complexity of the value creation process and how this contributes to success
                                                                                                                                                                   over time. Integrated Reporting demonstrates the extent to which integrated thinking is occurring
 •	    The Framework will help ensure consistent reporting by organizations, will provide broad parameters
                                                                                                                                                                   within the organization.
       for policy-makers and regulators, and will be a focus for harmonizing reporting standards.
 •	    The initial focus is on reporting by larger companies and on the needs of their investors.                                            Stewardship                           Financial capital            All forms of capital
 •	    An organization’s business model and its ability to create and sustain value in the short, medium and                                                       An Integrated Report displays an organization’s stewardship not only of financial capital, but also
       long term are central themes of the Framework, which includes Guiding Principles and Content Elements.                                                      of the other “capitals” (manufactured, human, intellectual, natural and social), their interdependence
 •	    Integrated Reporting results in a broader explanation of performance than traditional reporting.                                                            and how they contribute to success. This broader perspective requires consideration of resource
 •	    It makes visible how the organization uses different capitals (financial, manufactured, human, intellectual,                                                usage and risks and opportunities along the organization’s full value chain.
       natural and social), its impact on them, and their interdependence.
                                                                                                                                             Focus                                    Past, financial           Past and future, connected, strategic
                                                                                                                                                                   Annual reporting at present is largely focused on past financial performance and financial risks.
                                                                                                                                                                   Other reports and communications may cover other resources and relationships, but they are
                                                                                                                                                                   seldom presented in a connected way, or linked to the organization’s strategic objectives and its
                                                                                                                                                                   ability to create and sustain value in the future.
The aim of the International Integrated Reporting Framework is to       The initial focus is on reporting by larger companies. However,
                                                                                                                                             Timeframe                                    Short term            Short, medium and long term
support the development of reporting over the coming decades,           the IIRC expects that the concepts underlying Integrated
centred on how an organization creates and sustains value.              Reporting will be equally applicable to small- and medium-sized                            Much of the media and regulatory attention in response to the global financial crisis has focused
                                                                        enterprises, the public sector and not-for-profit organizations.                           on “short-termism” as one contributory factor. Although short-term considerations are important in
This section outlines initial proposals for the development of the
                                                                                                                                                                   many ways, placing them in context is also essential. Integrated Reporting specifically factors in
Framework, setting out concepts, principles and key elements            Integrated Reports will meet the needs of a broad range of
                                                                                                                                                                   short-, medium- and long-term considerations.
around which it can be built. These proposals offer a starting          stakeholders. Initially, however, the IIRC intends to focus the
point for discussion, rather than a complete Framework. An              development of the Framework on the needs of investors               Trust                             Narrow disclosures               Greater transparency
Exposure Draft of the Framework is planned for release in 2012.         (providers of debt and equity), consistent with the current duties
During the comment period for this Discussion Paper, interim            of those charged with governance in many jurisdictions.                                    Financial reporting focuses primarily on a narrow series of mandated disclosures. Although an
guidance material will be made available on the IIRC website.                                                                                                      increasing number of organizations are improving their transparency, for example, through
                                                                        The following pages include:                                                               voluntary sustainability reporting, in absolute terms that number is still low. By emphasizing
This material will be built upon as further experience is obtained
through the IIRC Pilot Programme (see page 24).                         •	   a summary of the key differences between Integrated                                   transparency, for example, covering a broader range of issues and disclosing the positive
                                                                             Reporting and traditional reporting;                                                  with the negative, Integrated Reporting helps to build trust.
The Framework will provide high-level guidance to organizations
that prepare Integrated Reports, helping to provide consistency         •	   a discussion of the central importance of an organization’s     Adaptive                                    Rule bound             Responsive to individual circumstances
of content and approach in a way that demonstrates the extent                business model and of value creation;
to which integrated thinking is occurring within the organization.                                                                                                 Today’s reporting is often said to be too compliance orientated, reducing the scope for
                                                                        •	   guiding principles for developing an Integrated Report; and
It will also provide policy-makers and regulators with broad                                                                                                       organizations to exercise an appropriate amount of judgement. While a certain level of
                                                                        •	   content elements that describe the core information to be                             compliance orientation is necessary to ensure consistency and enable comparison, Integrated
parameters within which consistent regulatory reporting regimes              included in an Integrated Report.
can be developed across different jurisdictions. The Framework                                                                                                     Reporting offers a principles-based approach that drives greater focus on factors that are material
will be a focal point for the harmonization of current standards.                                                                                                  to particular sectors and organizations. It permits an organization to disclose its unique situation
                                                                                                                                                                   in clear and understandable language.

                                                                                                                                             Concise                            Long and complex                Concise and material
                                                                                                                                                                   Long and complex reports are often impenetrable for many readers. A key objective for Integrated
 Q3.     Do you support the development of an International Integrated Reporting                                                                                   Reporting is to de-clutter the primary report so that it covers, concisely, only the most material
         Framework? Why/ why not?                                                                                                                                  information.

 Q4.     (a) Do you agree that the initial focus of Integrated Reporting should be on reporting                                              Technology enabled                        Paper based              Technology enabled
             by larger companies and on the needs of their investors? Why/why not?                                                                                 While the internet and XBRL are introducing elements of technological innovation, many corporate
         (b) Do you agree that the concepts underlying Integrated Reporting will be                                                                                reports are still presented as if they were entirely paper based. Integrated Reporting takes
                                                                                                                                                                   advantage of new and emerging technologies to link information within the primary report
             equally applicable to small and medium enterprises, the public sector and
                                                                                                                                                                   and to facilitate access to further detail online where that is appropriate.
             not-for-profit organizations?



8 www.theiirc.org                                                                                                                                                                                                                             Towards Integrated Reporting 9
An International Integrated Reporting Framework (continued)

Business Model and Value Creation
Central to Integrated Reporting is the organization’s business         By describing, and measuring where it is practicable, the            Resources and relationships or “capitals”
model. There is no single, generally accepted definition of the        material components of value creation and, importantly, the          All organizations depend on a variety of resources                   •	   ability to understand and implement an organization’s
term “business model”. However, it is often seen as the process        relationships between them, Integrated Reporting results in a        and relationships for their success. The extent to which                  strategies, and
by which an organization seeks to create and sustain value.            broader explanation of performance than traditional reporting.       organizations are running them down or building them up              •	   loyalties and motivations for improving processes,
                                                                       In particular, it makes visible all the relevant capitals on which   has an important impact on the availability of the resources
An organization determines its business model through choices                                                                                                                                                         goods and services, including their ability to lead
                                                                       performance (past, present and future) depends, how the              and the strength of the relationships that support the long-
that typically recognize that value is not created by or within                                                                                                                                                       and to collaborate.
                                                                       organization uses those capitals, and its impact on them, as         term viability of those organizations. These resources and
the organization alone, but is:
                                                                       illustrated by the diagram below. This information is critical       relationships can be conceived as different forms of “capital”.      Intellectual capital: Intangibles that provide competitive
•	   influenced by external factors (including economic                to the effective allocation of scarce resources. It will provide                                                                          advantage, including:
     conditions, societal issues and technological change) that        a meaningful presentation of the organization’s prospects for        The purpose of the following categorization and descriptions,
                                                                       long term resilience and success, and facilitate the informational   based on various sources and established models,8 is to help         •	   intellectual property, such as patents, copyrights,
     present risks and opportunities, which create the context
                                                                       needs of, and assessments by, investors and other stakeholders.      readers understand the concepts underlying this Discussion                software and organizational systems, procedures
     within which the organization operates,
                                                                                                                                            Paper; it is not intended to be the only way the capitals can             and protocols, and
•	   co-created through relationships with others (including           Importantly, a reporting framework centred around an                 be categorized or described. The extent to which different           •	   the intangibles that are associated with the brand
     employees, partners, networks, suppliers and customers), and      organization’s business model provides a better basis for            organizations use or impact each of these capitals varies: not all        and reputation that an organization has developed.
•	   dependent on the availability, affordability, quality and         management to explain what really matters, bringing reporting        capitals are equally relevant or applicable to all organizations.
     management of various resources, or “capitals” (financial,        closer to the way the business is run.                                                                                                    Natural capital: Natural capital is an input to the
     manufactured, human, intellectual, natural and social).                                                                                Financial capital: The pool of funds that is:                        production of goods or the provision of services. An
                                                                                                                                                                                                                 organization’s activities also impact, positively or negatively,
Integrated Reporting therefore aims to provide insights about:                                                                              •	   available to the organization for use in the production
                                                                                                                                                                                                                 on natural capital. It includes:
                                                                                                                                                 of goods or the provision of services, and
•	   significant external factors that affect an organization,                                                                                                                                                   •	   water, land, minerals and forests, and
                                                                                                                                            •	   obtained through financing, such as debt, equity or
•	   the resources and relationships used and affected by                                                                                        grants, or generated through operations or investments.         •	   biodiversity and eco-system health.
     the organization, and
                                                                                                                                            Manufactured capital: Manufactured physical objects                  Social capital: The institutions and relationships established
•	   how the organization’s business model interacts with
                                                                                                                                            (as distinct from natural physical objects) that are available       within and between each community, group of stakeholders
     external factors and resources and relationships to
                                                                                                                                            to the organization for use in the production of goods or the        and other networks to enhance individual and collective well-
     create and sustain value over time.
                                                                                                                                            provision of services, including:                                    being. Social capital includes:
                                                                                                                                            •	   buildings,                                                      •	   common values and behaviours,
                                                                                                                                            •	   equipment, and                                                  •	   key relationships, and the trust and loyalty that an
                                                                                                                                            •	   infrastructure (such as roads, ports, bridges and waste              organization has developed and strives to build
      Financial                                                                                                           Financial                                                                                   and protect with customers, suppliers and business
                                                                                                                                                 and water treatment plants).
                                                             External factors                                                                                                                                         partners, and
                                                                                                                                            Human capital: People’s skills and experience, and their
      Manufactured                                                                                                   Manufactured                                                                                •	   an organization’s social licence to operate.
                                                                                                                                            motivations to innovate, including their:
                                                                                                                                            •	   alignment with and support of the organization’s
      Human                                                                                                                 Human
                                                                                                                                                 governance framework and ethical values such as
                                                                                                                                                 its recognition of human rights,

                                                             Business model
                                                        How the organization creates
                                                       and sustains value in the short,
                                                          medium and long term




      Intellectual                                                                                                      Intellectual


      Natural                                                                                                              Natural
                                                             External factors

      Social                                                                                                                 Social
                                                                                                                                                                    Q5.     Are: (a) the organization’s business model, and (b) its ability to create and sustain
                                                                                                                                                                            value in the short, medium and long term, appropriate as central themes for the
                                                                                                                                                                            future direction of reporting? Why/why not?
                                                                                                                                                                    Q6.     Do you find the concept of multiple capitals helpful in explaining how an organization
                                                                                                                                                                            creates and sustains value? Why/why not?



10 www.theiirc.org                                                                                                                                                                                                                                  Towards Integrated Reporting 11
An International Integrated Reporting Framework (continued)

The Building Blocks                                                                                                                                                     Guiding Principles
                                                                                                                                                                        The following guiding principles underpin the preparation of an Integrated Report, informing the content of the report and how
                                                                                                                                                                        information is presented.
Guiding Principles – Five guiding principles underpin the                                             Content Elements – The principles should be applied in            Strategic focus: An Integrated Report provides insight into the          This involves analyzing:
preparation of an Integrated Report (see page 13).                                                    determining the content of an Integrated Report, based on the     organization’s strategic objectives, and how those objectives
                                                                                                                                                                                                                                                 •	   how sustainable the organization’s business model is;
                                                                                                      key elements summarized below. The presentation of the elements   relate to its ability to create and sustain value over time and the
•	   Strategic focus                                                                                                                                                                                                                             •	   the relationship between past and future performance; and
                                                                                                      should make the interconnections between them apparent            resources and relationships on which the organization depends.
•	   Connectivity of information                                                                      (see page 14 – 15).                                                                                                                        •	   the factors that may change that relationship, for example,
                                                                                                                                                                        An Integrated Report communicates what is important to the
•	   Future orientation                                                                                                                                                                                                                               whether the organization will be able to access the
                                                                                                      •	      Organizational overview and business model                organization from a strategic perspective. It outlines:
                                                                                                                                                                                                                                                      resources it needs at a price it can afford.
•	   Responsiveness and stakeholder inclusiveness
                                                                                                      •	      Operating context, including risks and opportunities      •	   the organization’s strategic objectives;
•	   Conciseness, reliability and materiality                                                                                                                                                                                                    An Integrated Report may include targets, forecasts, projections,
                                                                                                      •	      Strategic objectives and strategies to achieve            •	   the strategies it has in place, or plans to implement, in order     estimates and sensitivity analyses.
                                                                                                              those objectives                                               to achieve them; and
                                                                                                                                                                        •	   how they relate to other components of its business model.          Responsiveness and stakeholder inclusiveness: An Integrated
                                                                                                      •	      Governance and remuneration
                                                                                                                                                                                                                                                 Report provides insight into the organization’s relationships with
                                                                                                      •	      Performance                                               This may include, for example, highlighting significant new              its key stakeholders and how and to what extent the organization
                                                                                                      •	      Future outlook                                            opportunities, risks and dependencies that flow from the                 understands, takes into account and responds to their needs.
                                                                                                                                                                        organization’s market position, strategies and business model.           Integrated Reporting emphasizes the importance of relationships
                                                                                                                                                                        It also clearly articulates how the organization uses resources and      with the organization’s stakeholders.
                                                                                                                                                                        relationships. This includes reporting on financial, manufactured,       Stakeholders provide useful insights about matters that are
                                                                                                                                                                        human, intellectual, natural and social capital to the extent each       important to them, including economic, environmental and social
                                                                                                                                                                        contributes materially to the organization’s ability to create and       issues. This assists the organization to:
                                                                                                                  Co                                                    sustain value.
                                                                                                                    nn                                                                                                                           •	   identify material issues;
                                                                                                                      ec
                                                                             us                                         tiv                                             Connectivity of information: An Integrated Report shows
                                                                                                                           ity
                                                                          foc                                                  of                                       the connections between the different components of the                  •	   develop and evaluate strategies; and
                                                                      gic                                                         inf
                                                                   ate                                                               or                                 organization’s business model, external factors that affect the          •	   manage activities, including strategic and accountable
                                                                Str                                                                    ma
                                                                                                                                         tio                            organization, and the various resources and relationships on                  responses to material issues.
                                                                                                                                            n
                                                                                        Operating context,                                                              which the organization and its performance depend.
                                                                                                                                                                                                                                                 An Integrated Report enhances transparency and accountability,
                                                                                        including risks and
                                                                                                                                                                        Connectivity is central to ensuring that an Integrated Report:           which are essential in building trust and resilience, by disclosing:
                                                                                           opportunities
                                                                                                                                                                        •	   illuminates the changing nature of business decision-making,        •	   the nature and quality of the organization’s relationships
                                                                                                                                                                             and the critical linkages in business thinking and activity; and         with key stakeholders, such as customers, suppliers,
                                                                                                                                                                        •	   helps to break down established silos in the way                         employees and local communities; and
                                                                                                                                                                             information is reported, and the traditional focus primarily        •	   how their issues are understood, taken into account and
                                                            Future outlook                                                Strategic objectives
                                                                                                                                                                             on financial matters.                                                    responded to.
                     Con




                                                                                                                                                                        Examples of connectivity include:                                        Conciseness, reliability and materiality: An Integrated Report
                        cisen




                                                                                          Organizational                                                                                                                                         provides concise, reliable information that is material to assessing
                                                                                                                                                                        •	   information about how changes in the market environment
                                                                                           overview and                                                                                                                                          the organization’s ability to create and sustain value in the short,
                             ess,




                                                                                                                                                                             impact strategy;
                                                                                                                                                             ation




                                                                                          business model                                                                                                                                         medium and long term.
                                                                                                                                                                        •	   links between the different elements in the organization’s market
                                  relia




                                                                                                                                                        rient




                                                                                                                                                                             analysis and its assessment and explanation of risk; and            Senior management and those charged with governance must
                                       bility




                                                                                                                                                                                                                                                 exercise judgement in:
                                                                                                                                                    re o




                                                                                                                                                                        •	   how strategies link to key performance indicators (KPIs), key
                                                                                                                                                                             risk indicators (KRIs) and remuneration.                            •	   distinguishing between information that is material and
                                              and




                                                                                                                                                Futu




                                                                                                                                                                                                                                                      should therefore be included in the Integrated Report,
                                                  mate




                                                                                                                                                                        Importantly, an Integrated Report clearly presents the linkage                and other information that may be relatively static or only
                                                                                                                                                                        between financial performance and the organization’s use of,                  relevant to some report users; conciseness is enhanced
                                                      rialit




                                                                          Performance                         Governance and                                            and impact on, the significant resources and relationships upon
                                                                                                               remuneration                                                                                                                           when the latter is included separately on the organization’s
                                                                                                                                                                        which it depends.
                                                            y




                                                                                                                                                                                                                                                      website or in other forms of communication; and
                                                                                                                                                                        Future orientation: An Integrated Report includes                        •	   deciding whether information is sufficiently reliable to be
                                                                                                                                                                        management’s expectations about the future, as well as other                  included in an Integrated Report.
                                                                          Responsiveness and stakeholder inclusiveness                                                  information to help report users understand and assess the
                                                                                                                                                                                                                                                 While reliable information needs to be complete, neutral and
                                                                                                                                                                        organization’s prospects and the uncertainties it faces.
                                                                                                                                                                                                                                                 free from error, it is recognized that this is seldom, if ever,
                                                                                                                                                                        Future orientation includes:                                             achievable in every respect, so the objective is to maximize
                                                                                                                                                                        •	   how the organization balances short- and long-term                  these qualities to the extent practicable, for example, by ensuring
 Q7.     Do the Guiding Principles identified in the Discussion Paper provide a sound foundation for preparing                                                               interests;                                                          that any negative issues are as faithfully reported as positive
         an Integrated Report – are they collectively appropriate; is each individually appropriate; and are there                                                                                                                               ones. Reliability also encompasses the need for information to be
                                                                                                                                                                        •	   where the organization expects it will go over time;
         other Guiding Principles that should be added? Why/why not?                                                                                                                                                                             comparable between organizations and consistent for the same
                                                                                                                                                                        •	   how it plans to get there; and                                      organization over time. Reliability is enhanced by mechanisms
                                                                                                                                                                        •	   what the critical enablers, challenges and barriers may be          such as robust stakeholder engagement and independent,
                                                                                                                                                                             along the way.                                                      external assurance.
12 www.theiirc.org                                                                                                                                                                                                                                                                    Towards Integrated Reporting 13
Ir discussion-paper-2011
Ir discussion-paper-2011
Ir discussion-paper-2011
Ir discussion-paper-2011
Ir discussion-paper-2011
Ir discussion-paper-2011
Ir discussion-paper-2011
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Ir discussion-paper-2011

  • 1. TOWARDS INTEGRATED REPORTING Communicating Value in the 21st Century
  • 2. ABOUT THIS DISCUSSION PAPER Contents The International Integrated Reporting Committee (IIRC) has About this Discussion Paper 1 brought together world leaders from the corporate, investment, Summary 2 accounting, securities, regulatory, academic, civil society and What is Integrated Reporting? standard-setting sectors to develop a new approach to reporting. Why do We Need Integrated Reporting? An International Framework This approach, Integrated Reporting, will meet the needs of the Future Direction Your Comments Requested 21st century. It builds on the foundations of financial, management The World has Changed – Reporting Must Too 4 commentary, governance and remuneration, and sustainability Towards Integrated Reporting 6 reporting in a way that reflects their interdependence. Integrated Reporting Defined The IIRC aims to forge a global consensus on the direction in which Building on Developments to Date reporting needs to evolve, creating a framework for reporting An International Integrated Reporting Framework 8 How is Integrated Reporting Different? that is better able to accommodate complexity, and, in so doing, Business Model and Value Creation brings together the different strands of reporting into a coherent, The Building Blocks integrated whole. Guiding Principles Content Elements This Discussion Paper considers the rationale behind the move Towards Integrated Reporting – Innovation in Action towards Integrated Reporting, offers initial proposals for the What will Integrated Reporting Mean for Me? 20 Benefits, Challenges and Responses development of an International Integrated Reporting Framework Reporting Organization Perspective and outlines the next steps towards its creation and adoption, Investor Perspective including the publication of an Exposure Draft in 2012. Its Policy-maker, Regulator and Standard-setter Perspective Other Perspectives purpose is to prompt input from all those with a stake in Future Direction 25 improved reporting, including both producers and users of reports. Summary of Consultation Questions 26 Your answers to the Consultation Questions in this Discussion Paper, and any Acknowledgements and Endnotes 28 other comments you would like to make, will be important to us in refining these proposals. They should be submitted to dpresponses@theiirc.org or online at www.theiirc.org. Please identify in your response the organization to which you belong and where it is located. All comments received will be considered MANAGEMENT COMMENTARY a matter of public record and will be posted on www.theiirc.org. Comments should be submitted by Wednesday 14th December 2011. GOVERNANCE AND REMUNERATION REPORTING You can register at www.theiirc.org to be notified when additional information is published, when regional roundtables or webinars are held or for information about the IIRC Pilot Programme. www.theiirc.org FINANCIAL STATEMENTS SUSTAINABILITY REPORTING Copyright © September 2011 by the International Integrated Reporting Committee. All rights reserved. Permission is granted to make copies of this work to achieve maximum exposure and feedback provided that each copy bears the following credit line: Copyright © September 2011 by the International Integrated Reporting Committee. All rights reserved. Used with permission of the International Integrated Reporting Committee. Permission is granted to make copies of this work to achieve maximum exposure and feedback. Towards Integrated Reporting 1
  • 3. SUMMARY The development of Integrated Reporting is designed to enhance and consolidate existing reporting practices...to move towards a reporting framework that provides the information needed to assess organizational value in the 21st century. What is Integrated Reporting? reflecting this growing complexity. Such a framework needs to The initial focus is on reporting by larger companies and on Future Direction bring together the diverse but currently disconnected strands of the needs of their investors. The Framework will help to elicit Integrated Reporting brings together material information The development of Integrated Reporting is designed to enhance reporting into a coherent, integrated whole, and demonstrate consistent reporting by organizations, provide broad parameters about an organization’s strategy, governance, performance and consolidate existing reporting practices and, through an organization’s ability to create value now and in the future. for policy-makers and regulators and provide a focus for and prospects in a way that reflects the commercial, social collaboration, consultation and experimentation, to move harmonizing reporting standards. and environmental context within which it operates. It provides towards a reporting framework that provides the information a clear and concise representation of how an organization International differences in reporting needed to assess organizational value in the 21st century. demonstrates stewardship and how it creates and sustains value. Reporting requirements have evolved separately, and differently, The building blocks The next steps that the IIRC will take in this direction are listed below. An Integrated Report should be an organization’s primary in various jurisdictions. This has significantly increased the Five Guiding Principles underpin the preparation of an reporting vehicle. compliance burden for the growing number of organizations Integrated Report. • Undertake a Pilot Programme to encourage experimentation that report in more than one jurisdiction and makes it difficult to and innovation among companies and investors. • Strategic focus compare the performance of organizations across jurisdictions. • Develop an International Integrated Reporting Framework Why do We Need Integrated Reporting? • Connectivity of information Exposure Draft, reflecting responses received to this Since the current business reporting model was designed, • Future orientation Discussion Paper and the experience gained from the first there have been major changes in the way business is The benefits of Integrated Reporting • Responsiveness and stakeholder inclusiveness year of the Pilot Programme. conducted, how business creates value and the context in Research has shown that reporting influences behaviour. Integrated Reporting results in a broader explanation of • Conciseness, reliability and materiality • Work with others to support the development of emerging which business operates. These changes are interdependent and reflect trends such as: performance than traditional reporting. It makes visible an measurement and reporting practices relevant to These Principles should be applied in determining the content organization’s use of and dependence on different resources Integrated Reporting. of an Integrated Report, based on the key Content Elements • globalization, and relationships or “capitals” (financial, manufactured, human, • Raise awareness among investors and other stakeholders summarized below. The presentation of the Elements should • growing policy activity around the world in response to intellectual, natural and social), and the organization’s access make the interconnections between them apparent. and encourage organizations to adopt and contribute to financial, governance and other crises, to and impact on them. Reporting this information is critical to: the evolution of Integrated Reporting. • Organizational overview and business model • heightened expectations of corporate transparency and • a meaningful assessment of the long-term viability of the • Explore opportunities for harmonizing reporting accountability, • Operating context, including risks and opportunities requirements within and across jurisdictions. organization’s business model and strategy; • actual and prospective resource scarcity, • Strategic objectives and strategies to achieve those • Develop institutional arrangements for the ongoing • meeting the information needs of investors and other objectives governance of Integrated Reporting. • population growth, and stakeholders; and • Governance and remuneration • environmental concerns. • ultimately, the effective allocation of scarce resources. • Performance Your Comments Requested Against this background, the type of information that is needed An International Framework • Future outlook Please join us in this unique effort to develop an overarching to assess the past and current performance of organizations and their future resilience is much wider than is provided for International Integrated Reporting Framework by providing The IIRC is developing an International Integrated Reporting feedback on this Discussion Paper. Your answers to the by the existing business reporting model. While there has Framework that will facilitate the development of reporting been an increase in the information provided, key disclosure Consultation Questions in this Discussion Paper, and any other over the coming decades. The core objective of the Framework comments you would like to make, should be submitted to gaps remain. is to guide organizations on communicating the broad set of Who is the IIRC? dpresponses@theiirc.org or online at www.theiirc.org. For the Reports are already long and are getting longer. But, because information needed by investors and other stakeholders to purpose of analysis, you are asked to identify the organization The International Integrated Reporting Committee (IIRC) is reporting has evolved in separate, disconnected strands, critical assess the organization’s long-term prospects in a clear, concise, to which you belong and where it is located. All comments an international cross-section of leaders from the corporate, interdependencies between strategy, governance, operations connected and comparable format. This will enable those received will be considered a matter of public record and will investment, accounting, securities, regulatory, academic, civil and financial and non-financial performance are not made clear. organizations, their investors and others to make better short- be posted on www.theiirc.org. society and standard-setting sectors. See page 28 for a list To provide for the growing demand for a broad information and long-term decisions. of members. set from markets, regulators and civil society, a framework is Comments should be submitted by Wednesday 14th needed that can support the future development of reporting, December 2011. 2 www.theiirc.org Towards Integrated Reporting 3
  • 4. THE WORLD HAS CHANGED – Key points in this section • The world has changed. Reporting needs to keep pace. REPORTING MUST TOO • While reporting has expanded and evolved, it has also become increasingly complex. Critical interdependencies are not brought to light and disclosure gaps remain. • It is not enough to keep on adding more information. The connections need to be made clear and the clutter needs to be removed. Only the most material information should be included in the Integrated Report. • Coordinated, international action is needed now. • The IIRC has brought together key organizations in response. While the architecture necessary to support changing information needs is developing, many currently perceive a reporting landscape of confusion, clutter and fragmentation. The world has changed due to globalization and resulting Reporting needs to keep pace. The traditional reporting For many organizations, reporting is seen as a legal compliance In the context of financial reporting, international convergence interdependencies in economies and supply chains, advances model was developed for an industrial world. Although it process, rather than as a process for communicating what matters. has been recognized as important, and progress has been in technology, rapid population growth and increasing global continues to play a valuable role with respect to stewardship of Furthermore, different strands of reporting have tended to evolve made towards international standards, for example, through consumption. This has had a significant impact on the quality, financial capital, it nonetheless focuses on a relatively narrow separately, with additional requirements and information requests the current work on the convergence of International Financial availability and price of resources, including water, food and account of historical financial performance and of the value- being bolted on to the existing model, rather than being integrated Reporting Standards (IFRS) and U.S. Generally Accepted energy. It also puts increasing pressure on ecosystems that are creation process. into it. The pressure to keep adding more continues to grow. Accounting Principles (U.S. GAAP). Nevertheless, many other essential to the economy and society. aspects of reporting continue to be governed by national As business has become more complex and gaps in traditional This has created a complex and overlapping set of disconnected or regional laws, regulations and stock exchange listing This has political, social and commercial implications. Businesses reporting have become prominent, new reporting requirements disclosures. As a result, critical interdependencies that exist are requirements, and by a mixture of mandatory and voluntary are being forced to react to these changes in order to remain have been added through a patchwork of laws, regulations, not made clear, for example, between: standards, codes and guidance. successful and, in many cases, are developing new business standards, codes, guidance and stock exchange listing • strategy and risk, models that recognize the need to innovate and do more with less. requirements. This has led to an increase in the information The IIRC has brought together key organizations in provided through: • financial and non-financial performance, response. The IIRC was established in 2010 in recognition of The need for a broader information set is clearly demonstrated • governance and performance, and the need to move towards an International Integrated Reporting by the small percentage of market value now explained by • longer and more complex financial reports and • the organization’s own performance and that of others in Framework that is fit-for-purpose for the 21st century. physical and financial assets – down to only 19% in 2009 from management commentaries;2 83% in 1975. The remainder represents intangible factors, some its value chain. The IIRC seeks to build upon, enhance and support the work that • increased reporting on governance and remuneration; and of which are explained within financial statements, but many of Coordinated, international action is needed now. has been done to date, and is ongoing, to achieve a reporting • standalone sustainability reporting which has also evolved 3 which are not.1 The information available to management, investors and framework that: rapidly over the past decade. other stakeholders, and the way in which it is presented, • communicates the organization’s strategy, business model, These developments, led by policy-makers, companies and have a fundamental impact on decision-making. The time has Components of S&P 500 market value performance and plans against the background of the other reporting organizations, investors and civil society, are come to step back and rethink what information is needed to 100 context in which it operates; 83 68 32 20 19 welcome reactions designed to elicit the information needed in provide a clear, concise picture of performance, impacts and a changing world. However, while the architecture necessary • provides a coherent framework within which market and interdependencies. Such a picture must: to support changing information needs is developing, many regulatory driven reporting requirements can be integrated; 80 80 81 currently perceive a reporting landscape of confusion, clutter • drive innovation, • is internationally agreed, so as to encourage convergence and fragmentation. Much of the information now provided is • be focused on communication and not just compliance, and of approach and hence more ready understanding of 68 disconnected and key disclosure gaps remain. • support resource allocation decisions that are consistent with information presented; 60 As a result, although there is evidence that investors recognize sustained value creation and with long-term economic stability. • reflects the use of and effect on all of the resources and the materiality of non-financial factors, they do not feel that relationships or “capitals” (human, natural and social as In an increasingly global marketplace, comparability is well as financial, manufactured and intellectual) on which the information they have available is adequate for decision- important. Reporting requirements have evolved separately, 40 making.4 For example, while there is management recognition the organization and society depend for prosperity; and and differently, in various jurisdictions. This has increased the that sustainability issues should be fully integrated into the reporting and administrative burden for the growing number • reflects and communicates the interdependencies between 32 strategy and operations of a company (with 96% of CEOs from the success of the organization and the value it creates for of organizations that report in more than one jurisdiction. It the world’s largest companies expressing this opinion5), only has also resulted in diverging disclosure practices that inhibit investors, employees, customers and, more broadly, society. 20 17 21% of listed companies report any sustainability information investors and others from understanding and comparing the based on Bloomberg research.6 information they need for decision-making. It is not enough to keep on adding more information 1975 1985 1995 2005 2009 – the connections need to be made clear and the Physical and financial assets clutter needs to be removed. Corporate reports are Other factors already long and, in many cases, they are getting longer. Length and excessive detail can obscure critical information rather than The percentage of market value represented by physical and financial assets versus aid understanding.7 Only the most material information should Q1. (a) Do you believe that action is needed to help improve how organizations represent intangible factors, some of which are explained within financial statements, but many of which are not.1 be included in the Integrated Report. their value-creation process? Why/why not? (b) Do you agree that this action should be international in scope? Why/why not? 4 www.theiirc.org Towards Integrated Reporting 5
  • 5. TOWARDS INTEGRATED REPORTING Key points in this section • Integrated Reporting combines the different strands of reporting (financial, management commentary, governance and remuneration, and sustainability reporting) into a coherent whole that explains an organization’s ability to create and sustain value. • The main output of Integrated Reporting is an Integrated Report: a single report that the IIRC anticipates will become an organization’s primary report. • Integrated Reporting can reduce the reporting burden on organizations while improving investors’, and Integrated Reporting brings together the material information about an organization’s other stakeholders’, insight and understanding. strategy, governance, performance and prospects in a way that reflects the commercial, • Integrated Reporting reflects and builds upon existing developments in reporting. social and environmental context within which it operates. It provides a clear and concise representation of how an organization creates value, now and in the future. Integrated Reporting Defined contributes to success over time. It will increasingly be through Building on Developments to Date • The publication during 2010 and 2011 of: this process of “integrated thinking” that organizations are – the IFRS Practice Statement, “Management Integrated Reporting brings together the material information Integrated Reporting reflects and builds upon existing able to create and sustain value. The effective communication Commentary”, an international framework for narrative about an organization’s strategy, governance, performance developments in reporting, including the following. of this process can help investors, and other stakeholders, reporting to provide a context for interpreting an and prospects in a way that reflects the commercial, social to understand not only an organization’s past and current • The ongoing international convergence of accounting organization’s financial position, financial performance and environmental context within which it operates. It provides performance, but also its future resilience. standards through the collaborative efforts of the and cash flows; a clear and concise representation of how an organization International Accounting Standards Board (IASB) and the demonstrates stewardship and how it creates value, now and The main output of Integrated Reporting is an Integrated – the Integrated Reporting Committee of South Africa’s U.S.-based Financial Accounting Standards Board (FASB) in the future. Integrated Reporting combines the most material Report: a single report that the IIRC anticipates will become an Discussion Paper, “Framework for Integrated Reporting to improve both IFRS and U.S. GAAP, and to eliminate the elements of information currently reported in separate reporting organization’s primary report, replacing rather than adding and the Integrated Report”; differences between them. strands (financial, management commentary, governance and to existing requirements. Such a report enables evolving – the Global Reporting Initiative’s “G3.1” Sustainability remuneration, and sustainability) in a coherent whole, and reporting requirements, both market-driven and regulatory, to • The work of The Prince’s Accounting for Sustainability Reporting Guidelines, and its current project to develop importantly: be organized into a coherent narrative. An Integrated Report Project, the Global Reporting Initiative, the World Business a fourth generation of Guidelines over the coming two provides a clear reference point for other communications, Council for Sustainable Development, the World Resources • shows the connectivity between them; and years; and including any specific compliance information, such as investor Institute, the World Intellectual Capital Initiative, the Carbon • explains how they affect the ability of an organization to Disclosure Project, the Climate Disclosure Standards Board, – the International Auditing and Assurance Standards presentations, detailed financial information, operational data create and sustain value in the short, medium and long term. the European Federation of Financial Analysts, the United Board’s Discussion Paper, “The Evolving Nature and sustainability information. Much of this information might Nations (UN) Conference on Trade and Development, of Financial Reporting: Disclosure and Its Audit Integrated Reporting reflects what can be called “integrated move to an online environment, reducing clutter in the primary the UN Global Compact, the International Corporate Implications”. thinking” – application of the collective mind of those charged report, which will focus only on the matters that the organization considers most material to long-term success. Governance Network, the Collaborative Venture on Valuing The IIRC aims to forge a global consensus on the direction in with governance (the board of directors or equivalent), and the Non-Financial Performance, and many others to develop which reporting needs to evolve, creating a framework for ability of management, to monitor, manage and communicate principles, methodologies, guidelines and standards for the reporting that is better able to accommodate complexity and, the full complexity of the value-creation process, and how this accounting and reporting of non-financial information. in so doing, brings together the different strands of reporting into a coherent, integrated whole. All of the organizations referred to above are part of, or collaborating closely with, the The evolution of corporate reporting IIRC to achieve this aim. 1960 1980 2000 2020 Financial Statements Financial Statements Financial Statements Management Integrated Sustainability Commentary Reporting Reporting Management Commentary Environmental Management Reporting Commentary Governance Financial Governance Sustainability and Statements and Reporting Remuneration Remuneration Governance and Remuneration Q2. Do you agree with the above definition of Integrated Reporting? Why/why not? 6 www.theiirc.org Towards Integrated Reporting 7
  • 6. AN INTERNATIONAL INTEGRATED REPORTING FRAMEWORK The Framework will provide high-level guidance to organizations that prepare Integrated Reports, helping to provide consistency of content and approach in a way that demonstrates How is Integrated Reporting Different? the extent to which integrated thinking is occurring within the organization. Thinking Isolated Integrated Because traditional reporting occurs in silos, it encourages thinking in silos. Integrated Reporting, Key points in this section on the other hand, reflects, and supports, integrated thinking – monitoring, managing and • The IIRC is developing a Framework to support the future development of reporting. communicating the full complexity of the value creation process and how this contributes to success over time. Integrated Reporting demonstrates the extent to which integrated thinking is occurring • The Framework will help ensure consistent reporting by organizations, will provide broad parameters within the organization. for policy-makers and regulators, and will be a focus for harmonizing reporting standards. • The initial focus is on reporting by larger companies and on the needs of their investors. Stewardship Financial capital All forms of capital • An organization’s business model and its ability to create and sustain value in the short, medium and An Integrated Report displays an organization’s stewardship not only of financial capital, but also long term are central themes of the Framework, which includes Guiding Principles and Content Elements. of the other “capitals” (manufactured, human, intellectual, natural and social), their interdependence • Integrated Reporting results in a broader explanation of performance than traditional reporting. and how they contribute to success. This broader perspective requires consideration of resource • It makes visible how the organization uses different capitals (financial, manufactured, human, intellectual, usage and risks and opportunities along the organization’s full value chain. natural and social), its impact on them, and their interdependence. Focus Past, financial Past and future, connected, strategic Annual reporting at present is largely focused on past financial performance and financial risks. Other reports and communications may cover other resources and relationships, but they are seldom presented in a connected way, or linked to the organization’s strategic objectives and its ability to create and sustain value in the future. The aim of the International Integrated Reporting Framework is to The initial focus is on reporting by larger companies. However, Timeframe Short term Short, medium and long term support the development of reporting over the coming decades, the IIRC expects that the concepts underlying Integrated centred on how an organization creates and sustains value. Reporting will be equally applicable to small- and medium-sized Much of the media and regulatory attention in response to the global financial crisis has focused enterprises, the public sector and not-for-profit organizations. on “short-termism” as one contributory factor. Although short-term considerations are important in This section outlines initial proposals for the development of the many ways, placing them in context is also essential. Integrated Reporting specifically factors in Framework, setting out concepts, principles and key elements Integrated Reports will meet the needs of a broad range of short-, medium- and long-term considerations. around which it can be built. These proposals offer a starting stakeholders. Initially, however, the IIRC intends to focus the point for discussion, rather than a complete Framework. An development of the Framework on the needs of investors Trust Narrow disclosures Greater transparency Exposure Draft of the Framework is planned for release in 2012. (providers of debt and equity), consistent with the current duties During the comment period for this Discussion Paper, interim of those charged with governance in many jurisdictions. Financial reporting focuses primarily on a narrow series of mandated disclosures. Although an guidance material will be made available on the IIRC website. increasing number of organizations are improving their transparency, for example, through The following pages include: voluntary sustainability reporting, in absolute terms that number is still low. By emphasizing This material will be built upon as further experience is obtained through the IIRC Pilot Programme (see page 24). • a summary of the key differences between Integrated transparency, for example, covering a broader range of issues and disclosing the positive Reporting and traditional reporting; with the negative, Integrated Reporting helps to build trust. The Framework will provide high-level guidance to organizations that prepare Integrated Reports, helping to provide consistency • a discussion of the central importance of an organization’s Adaptive Rule bound Responsive to individual circumstances of content and approach in a way that demonstrates the extent business model and of value creation; to which integrated thinking is occurring within the organization. Today’s reporting is often said to be too compliance orientated, reducing the scope for • guiding principles for developing an Integrated Report; and It will also provide policy-makers and regulators with broad organizations to exercise an appropriate amount of judgement. While a certain level of • content elements that describe the core information to be compliance orientation is necessary to ensure consistency and enable comparison, Integrated parameters within which consistent regulatory reporting regimes included in an Integrated Report. can be developed across different jurisdictions. The Framework Reporting offers a principles-based approach that drives greater focus on factors that are material will be a focal point for the harmonization of current standards. to particular sectors and organizations. It permits an organization to disclose its unique situation in clear and understandable language. Concise Long and complex Concise and material Long and complex reports are often impenetrable for many readers. A key objective for Integrated Q3. Do you support the development of an International Integrated Reporting Reporting is to de-clutter the primary report so that it covers, concisely, only the most material Framework? Why/ why not? information. Q4. (a) Do you agree that the initial focus of Integrated Reporting should be on reporting Technology enabled Paper based Technology enabled by larger companies and on the needs of their investors? Why/why not? While the internet and XBRL are introducing elements of technological innovation, many corporate (b) Do you agree that the concepts underlying Integrated Reporting will be reports are still presented as if they were entirely paper based. Integrated Reporting takes advantage of new and emerging technologies to link information within the primary report equally applicable to small and medium enterprises, the public sector and and to facilitate access to further detail online where that is appropriate. not-for-profit organizations? 8 www.theiirc.org Towards Integrated Reporting 9
  • 7. An International Integrated Reporting Framework (continued) Business Model and Value Creation Central to Integrated Reporting is the organization’s business By describing, and measuring where it is practicable, the Resources and relationships or “capitals” model. There is no single, generally accepted definition of the material components of value creation and, importantly, the All organizations depend on a variety of resources • ability to understand and implement an organization’s term “business model”. However, it is often seen as the process relationships between them, Integrated Reporting results in a and relationships for their success. The extent to which strategies, and by which an organization seeks to create and sustain value. broader explanation of performance than traditional reporting. organizations are running them down or building them up • loyalties and motivations for improving processes, In particular, it makes visible all the relevant capitals on which has an important impact on the availability of the resources An organization determines its business model through choices goods and services, including their ability to lead performance (past, present and future) depends, how the and the strength of the relationships that support the long- that typically recognize that value is not created by or within and to collaborate. organization uses those capitals, and its impact on them, as term viability of those organizations. These resources and the organization alone, but is: illustrated by the diagram below. This information is critical relationships can be conceived as different forms of “capital”. Intellectual capital: Intangibles that provide competitive • influenced by external factors (including economic to the effective allocation of scarce resources. It will provide advantage, including: conditions, societal issues and technological change) that a meaningful presentation of the organization’s prospects for The purpose of the following categorization and descriptions, long term resilience and success, and facilitate the informational based on various sources and established models,8 is to help • intellectual property, such as patents, copyrights, present risks and opportunities, which create the context needs of, and assessments by, investors and other stakeholders. readers understand the concepts underlying this Discussion software and organizational systems, procedures within which the organization operates, Paper; it is not intended to be the only way the capitals can and protocols, and • co-created through relationships with others (including Importantly, a reporting framework centred around an be categorized or described. The extent to which different • the intangibles that are associated with the brand employees, partners, networks, suppliers and customers), and organization’s business model provides a better basis for organizations use or impact each of these capitals varies: not all and reputation that an organization has developed. • dependent on the availability, affordability, quality and management to explain what really matters, bringing reporting capitals are equally relevant or applicable to all organizations. management of various resources, or “capitals” (financial, closer to the way the business is run. Natural capital: Natural capital is an input to the manufactured, human, intellectual, natural and social). Financial capital: The pool of funds that is: production of goods or the provision of services. An organization’s activities also impact, positively or negatively, Integrated Reporting therefore aims to provide insights about: • available to the organization for use in the production on natural capital. It includes: of goods or the provision of services, and • significant external factors that affect an organization, • water, land, minerals and forests, and • obtained through financing, such as debt, equity or • the resources and relationships used and affected by grants, or generated through operations or investments. • biodiversity and eco-system health. the organization, and Manufactured capital: Manufactured physical objects Social capital: The institutions and relationships established • how the organization’s business model interacts with (as distinct from natural physical objects) that are available within and between each community, group of stakeholders external factors and resources and relationships to to the organization for use in the production of goods or the and other networks to enhance individual and collective well- create and sustain value over time. provision of services, including: being. Social capital includes: • buildings, • common values and behaviours, • equipment, and • key relationships, and the trust and loyalty that an • infrastructure (such as roads, ports, bridges and waste organization has developed and strives to build Financial Financial and protect with customers, suppliers and business and water treatment plants). External factors partners, and Human capital: People’s skills and experience, and their Manufactured Manufactured • an organization’s social licence to operate. motivations to innovate, including their: • alignment with and support of the organization’s Human Human governance framework and ethical values such as its recognition of human rights, Business model How the organization creates and sustains value in the short, medium and long term Intellectual Intellectual Natural Natural External factors Social Social Q5. Are: (a) the organization’s business model, and (b) its ability to create and sustain value in the short, medium and long term, appropriate as central themes for the future direction of reporting? Why/why not? Q6. Do you find the concept of multiple capitals helpful in explaining how an organization creates and sustains value? Why/why not? 10 www.theiirc.org Towards Integrated Reporting 11
  • 8. An International Integrated Reporting Framework (continued) The Building Blocks Guiding Principles The following guiding principles underpin the preparation of an Integrated Report, informing the content of the report and how information is presented. Guiding Principles – Five guiding principles underpin the Content Elements – The principles should be applied in Strategic focus: An Integrated Report provides insight into the This involves analyzing: preparation of an Integrated Report (see page 13). determining the content of an Integrated Report, based on the organization’s strategic objectives, and how those objectives • how sustainable the organization’s business model is; key elements summarized below. The presentation of the elements relate to its ability to create and sustain value over time and the • Strategic focus • the relationship between past and future performance; and should make the interconnections between them apparent resources and relationships on which the organization depends. • Connectivity of information (see page 14 – 15). • the factors that may change that relationship, for example, An Integrated Report communicates what is important to the • Future orientation whether the organization will be able to access the • Organizational overview and business model organization from a strategic perspective. It outlines: resources it needs at a price it can afford. • Responsiveness and stakeholder inclusiveness • Operating context, including risks and opportunities • the organization’s strategic objectives; • Conciseness, reliability and materiality An Integrated Report may include targets, forecasts, projections, • Strategic objectives and strategies to achieve • the strategies it has in place, or plans to implement, in order estimates and sensitivity analyses. those objectives to achieve them; and • how they relate to other components of its business model. Responsiveness and stakeholder inclusiveness: An Integrated • Governance and remuneration Report provides insight into the organization’s relationships with • Performance This may include, for example, highlighting significant new its key stakeholders and how and to what extent the organization • Future outlook opportunities, risks and dependencies that flow from the understands, takes into account and responds to their needs. organization’s market position, strategies and business model. Integrated Reporting emphasizes the importance of relationships It also clearly articulates how the organization uses resources and with the organization’s stakeholders. relationships. This includes reporting on financial, manufactured, Stakeholders provide useful insights about matters that are human, intellectual, natural and social capital to the extent each important to them, including economic, environmental and social contributes materially to the organization’s ability to create and issues. This assists the organization to: Co sustain value. nn • identify material issues; ec us tiv Connectivity of information: An Integrated Report shows ity foc of the connections between the different components of the • develop and evaluate strategies; and gic inf ate or organization’s business model, external factors that affect the • manage activities, including strategic and accountable Str ma tio organization, and the various resources and relationships on responses to material issues. n Operating context, which the organization and its performance depend. An Integrated Report enhances transparency and accountability, including risks and Connectivity is central to ensuring that an Integrated Report: which are essential in building trust and resilience, by disclosing: opportunities • illuminates the changing nature of business decision-making, • the nature and quality of the organization’s relationships and the critical linkages in business thinking and activity; and with key stakeholders, such as customers, suppliers, • helps to break down established silos in the way employees and local communities; and information is reported, and the traditional focus primarily • how their issues are understood, taken into account and Future outlook Strategic objectives on financial matters. responded to. Con Examples of connectivity include: Conciseness, reliability and materiality: An Integrated Report cisen Organizational provides concise, reliable information that is material to assessing • information about how changes in the market environment overview and the organization’s ability to create and sustain value in the short, ess, impact strategy; ation business model medium and long term. • links between the different elements in the organization’s market relia rient analysis and its assessment and explanation of risk; and Senior management and those charged with governance must bility exercise judgement in: re o • how strategies link to key performance indicators (KPIs), key risk indicators (KRIs) and remuneration. • distinguishing between information that is material and and Futu should therefore be included in the Integrated Report, mate Importantly, an Integrated Report clearly presents the linkage and other information that may be relatively static or only between financial performance and the organization’s use of, relevant to some report users; conciseness is enhanced rialit Performance Governance and and impact on, the significant resources and relationships upon remuneration when the latter is included separately on the organization’s which it depends. y website or in other forms of communication; and Future orientation: An Integrated Report includes • deciding whether information is sufficiently reliable to be management’s expectations about the future, as well as other included in an Integrated Report. Responsiveness and stakeholder inclusiveness information to help report users understand and assess the While reliable information needs to be complete, neutral and organization’s prospects and the uncertainties it faces. free from error, it is recognized that this is seldom, if ever, Future orientation includes: achievable in every respect, so the objective is to maximize • how the organization balances short- and long-term these qualities to the extent practicable, for example, by ensuring Q7. Do the Guiding Principles identified in the Discussion Paper provide a sound foundation for preparing interests; that any negative issues are as faithfully reported as positive an Integrated Report – are they collectively appropriate; is each individually appropriate; and are there ones. Reliability also encompasses the need for information to be • where the organization expects it will go over time; other Guiding Principles that should be added? Why/why not? comparable between organizations and consistent for the same • how it plans to get there; and organization over time. Reliability is enhanced by mechanisms • what the critical enablers, challenges and barriers may be such as robust stakeholder engagement and independent, along the way. external assurance. 12 www.theiirc.org Towards Integrated Reporting 13