Shareholders’ requirements for corporate environmental disclosures: A cross country comparison

We survey individual shareholders in Australia, the UK and the US regarding corporate environmental disclosures. In general, respondents in the three countries are interested in, and positively disposed towards, these disclosures. We observe country and gender differences with Australian and female respondents more in favour of environmental reporting than others. Specifically, respondents require disclosure of an overview of environmental risks and impacts, the environmental policy, performance against measurable environmental targets and information on a range of environmental costs. Most shareholders require environmental disclosures to be audited. Shareholders call for environmental information because they believe managers should be accountable to shareholders for their companies’ environmental impacts. Furthermore, shareholders have indicated the uses for specific types of environmental information. Our results imply that legislators, standard setters and companies have to consider the policy implications of these shareholder views.     

上市公司内控信息披露的研究--以山东好当家海洋发展股份有限公司为例

作为信息公开的经营实体,上市公司受到社会各界广泛关注,作为投资者,股东希望公司能合法经营,同时能保障效益、持续增长,实现战略目标。因此需要关注公司的各种报告,了解公司的经营业绩及内部控制运行状况。从2001年开始,上市公司信用遭到广泛质疑,披露内部控制就显得尤为重要。对此,美国出台了SOX法案,随后,我国沪深两所也颁布了《上市公司内部控制指引》。本文针对境内上市的、非国有控制的、规模中等的山东好当家海洋发展股份有限公司在《指引》发布前后内部控制披露与内部控制自我评价方面的情况进行对比分析,得出相关结论。     

Disagreements among Shareholders over a Firm's Disclosure Policy

This paper examines the issue of voluntary disclosure of information by firms with heterogeneous shareholders. It shows that in a rational expectations setting, better informed shareholders prefer less disclosure than less well-informed shareholders. This is due to differences in the adverse risk-sharing effect and the beneficial cost-saving effect of disclosure among shareholders with different risk tolerances and information acquisition cost functions. The presence of individual liquidity shocks is shown to reduce shareholder disagreements regarding a firm's disclosure policy.     

Underlying Problems in Discounted Cash Flow Appraisal

This paper analyses the environmental disclosure practices of Australian corporate entities. The paper documents three separate but related investigations. First, in a review of a sample of annual reports for the 1991 financial year, it is apparent that environmental disclosure practices adopted by the sample are self-laudatory, with companies promoting positive aspects of their environmental performance, but failing to disclose negative aspects. Second, in a review of corporate disclosure practices in the period 1980 to 1991, environmental disclosure made by the sample significantly increases across time. This change is linked to an apparent increase in societal concern relating to environmental issues. Finally, using a questionnaire administered to environmental lobby groups, it appears that the extent of corporate environmental disclosure is positively associated with the environmental lobby groups' concern about the environmental performance of companies within particular industries.     

Private disclosure and financial reporting

This article describes how large UK companies communicate with their institutional shareholders, and investigates how this private disclosure process relates to financial reporting. The article draws from case studies based on interviews with senior executives in 33 UK companies. Four insights into corporate disclosure arise from this case data. Firstly, a private disclosure process to institutional shareholders is outlined. Secondly, the private disclosure activity is recognised as a significant part of a larger corporate decision concerning public versus private voluntary disclosure. Thirdly, a range of factors are identified as encouraging private disclosure. These include the perceived limitations of financial reports (annual reports and interims), both as a disclosure mechanism in their own right and by comparison with private disclosure channels. Finally, despite these limitations, financial reports are recognised as a central component of a larger corporate disclosure system. The article therefore provides a novel insight in the role of financial reports in the larger corporate disclosure process, and ends by exploring new directions for research in financial reporting, including how the wider corporate disclosure system can be reformed in a systematic manner.     

Does Board Independence Matter in Companies with a Controlling Shareholder?

A number of studies have reported value discounts for listed companies in countries that provide weak legal protection to minority shareholders. Such studies typically attribute these discounts to the ability, and the well‐documented tendency, of controlling shareholders to extract a disproportionate share of corporate resources for “private benefits.” This tendency and the resulting discounts create a dilemma for those controlling shareholders intent on maximizing value for not just themselves, but all shareholders: How can such controlling shareholders assure their minority shareholders that they will not exploit their power to expropriate resources and so eliminate the discount from their companies' shares? This article investigates the possibility that such discounts can be reduced by appointing boards of directors made up of individuals who are independent of the controlling shareholders. Based on the systematic analysis of some 800 companies representing 22 countries, the authors' recent study reports that corporate values are consistently higher when boards are more independent of controlling shareholders—and that this relationship is especially strong in those countries that afford fewer rights to minority shareholders. What is likely to cause controlling shareholders to appoint more independent directors—a change that, after all, effectively limits the controlling shareholders' power and “degrees of freedom”? The answer provided by the authors is that board independence is most likely to be pursued by companies with controlling shareholders that also have major growth opportunities that must be funded mainly with outside equity.     

The Early Returns to International Hedge Fund Activism: 2000–2010

In this summary of their recent article in the Review of Financial Studies, the authors provide an overview of the methods and findings of the first comprehensive study of worldwide hedge fund activism—one that examined the effectiveness of some 1,740 separate “engagements” of public companies by 330 different hedge funds operating in 23 countries in Asia, Europe, and North America during the period 2000‐2010. The study reports, first of all, that the incidence of shareholder activism is greatest in companies and countries with high institutional ownership, particularly U.S. institutions. In virtually all countries, with the possible exception of Japan, large holdings by institutional investors increased the probability that companies would be targeted by activists. Nevertheless, in all countries (except for the United States), foreign institutions—especially U.S. funds investing in non‐U.S. companies—have played a more important role than domestic institutional investors in supporting activism. The authors also report that those engagements that succeeded in producing “outcomes” were accompanied by positive and significant abnormal stock returns, not only upon the announcement of the activist's block purchase, but throughout the entire holding period. “Outcomes” were identified as taking one of four forms: (1) increases in dividends or stock buybacks; (2) replacement of board members; (3) corporate restructurings such as sales or spinoffs of businesses; and (4) takeover (or sale) of the entire company. But if such outcomes were associated with high shareholder returns, in the many cases where there were no such outcomes, the eventual, holding‐period returns to shareholders, even after taking account of the initially positive market reaction to news of the engagement, were indistinguishable from zero. The authors found that activists succeeded in achieving at least one of their proposed outcomes in roughly one out of two (53%) of the 1,740 engagements. But this success rate varied considerably across countries, ranging from a high of 61% for North American companies, to 50% for European companies, but only 18% engagements of Asian companies—with Japan, again, a country of high disclosure returns but unfulfilled expectations and disappointing outcomes. Outcomes also tended to be strongly associated with the roughly 25% of the total engagements that involved two or more activists (referred to as “wolfpacks”) and produced very high returns.     

Analysing Perceived Downside Risk: the Component Value‐at‐Risk Framework

Multinational companies face increasing risks arising from external risk factors, e.g. exchange rates, interest rates and commodity prices, which they have learned to hedge using derivatives. However, despite increasing disclosure requirements, a firm's net risk profile may not be transparent to shareholders. We develop the ‘Component Value‐at‐Risk (VaR)’ framework for companies to identify the multi‐dimensional downside risk profile as perceived by shareholders. This framework allows for decomposing downside risk into components that are attributable to each of the underlying risk factors. The firm can compare this perceived VaR, including its composition and dynamics, to an internal VaR based on net exposures as it is known to the company. Any differences may lead to surprises at times of earnings announcements and thus constitute a litigation threat to the firm. It may reduce this information asymmetry through targeted communication efforts.     

Transparency,Value Creation,and Financial Crises

This article reports the findings of the authors' recent study of the impact of the level of corporate transparency on shareholder value creation during periods of financial crisis. Their sample consists of the companies comprising Spain's IBEX 35 stock index during the ten‐year period 2000–2010. The study uses three different measures of earnings management (EM) as inverse indicators of the quality of disclosure and carries out fixed effects regressions that adjust for firm and industry characteristics, two periods of financial crises, and the passage of time. The main findings of the study are that (1) companies with lower disclosure quality have generated less value for their shareholders over long time periods and that (2) the shareholders of companies that were more aggressive in managing their earnings experienced greater wealth destruction during the two financial crises of the last decade. Given the still unfolding impact of the recent global financial crisis, as reflected in the current debt crisis in Western European countries, the authors' study reinforces the importance of the current debate over the benefits and costs of increasing the regulation of financial markets, especially in the areas of transparency and disclosure requirements.     

Global warming, commitment to the Kyoto protocol, and accounting disclosures by the largest global public firms from polluting industries

This study evaluates disclosures on pollution and greenhouse gases by firms domiciled in countries that have ratified the Kyoto Protocol compared to others. The study is based on disclosures made in the annual reports, environmental reports, and websites of 120 of the largest (in terms of revenues) public firms from the chemical, oil and gas, energy, and motor vehicles and casualty insurance industries. The study uses content analysis to construct weighted and unweighted disclosure indices.The results show that firms from countries that ratified the Protocol have higher disclosure indexes as compared to firms in other countries. Additionally, larger firms disclose more detailed pollution information. Multinational firms that operate in countries that ratified the Protocol but have their home offices in countries that did not are associated with lower disclosures. This lack of consistency in disclosure is not likely to be helpful in informing shareholders about the social responsibility of their investments.     

Artificial intelligence activities and ethical approaches in leading listed companies in the European Union

This study explores the information regarding Artificial Intelligence (AI) included by European listed companies in their annual and/or sustainability reports. The study mainly focuses on (1) the development and use of AI systems/projects reported by companies, (2) the extent to which companies disclose ethical principles or guidelines regarding AI and (3) the factors explaining these practices.The study analyses the reports of 200 companies listed in the major indexes of Germany, Sweden, Finland, France, Spain, and Italy, both from qualitative and quantitative perspectives. All reports are analysed, using content analysis methodology, to identify expressions such as ‘artificial intelligence’, ‘machine learning’, ‘deep learning’, and ‘big data’, and then classified accordingly. The study’s findings suggest a growing interest in the above-mentioned technologies, although 41.5% of companies do not report any activity in the field of AI. The adoption of ethical approaches to AI is at a very preliminary stage, and<5% of companies report on that issue. The quantitative analysis shows that larger companies, companies in the Technology and Telecommunications industries, and companies based in Southern countries are more likely to disclose information on AI activity. The majority of companies that develop ethical principles are listed in the Northern region and belong to the Technology and Telecommunications industries.The study provides evidence of AI disclosure, a type of non-financial disclosure that has not been explored yet in the literature. Unlike existing studies, we propose a first definition of the topic and a taxonomy that can be used in further research on AI disclosure and can contribute to the development of KPIs in the field. Furthermore, this study provides a theoretical framework integrating some traditional theories, such as Voluntary disclosure theory, Signalling theory, and Legitimacy theory, specifically drawn to interpret AI disclosure practices, which can help with a further in-depth exploration of AI disclosure combining concurrent perspectives. The study’s results may serve as a starting point for researchers and companies interested in the topic.     

上市公司信息披露与投资者信息获取的成本效益问卷调查分析

本文分别对上市公司信息披露的成本效益和投资者信息获取的成本效益网上问卷调查进行分析 ,结果表明 ,上市公司信息披露工作的费用呈逐年上升态势 ;投资者为获取公开信息所负担的费用较多 ,总体呈上升趋势 ;投资者普遍认为对投资决策极重要的公开信息项目有年度报告、利润分配及转增股本实施公告、首次发行或二次发行招股说明书及发行公告等。投资者认为最重要的定期报告项目是主要财务指标 (中报 )和会计数据和业务数据摘要 (年报 )、股本变动和 (主要 )股东 (持股 )情况以及财务报告。对机构投资者而言 ,其在作出投资决策时最关注的财务指标依次是上市公司成长性指标、盈利数量指标、盈利质量指标。而对偿债能力指标、资产状况指标、营运状况指标、现金流量指标和利润分配指标则关注程度不是很大。     

Disclosures about algorithmic decision making in the corporate reports of Western European companies

Over the last decade, the use of different artificial intelligence (AI) tools has increased. To shed some light on the emerging trend of AI disclosure, the aim of this paper is to analyse the current practices of major Western European companies regarding the automated decision-making (ADM) disclosure in their annual or sustainability reports. This paper proposes a methodology based on bigrams that enables the automatic extraction of the information on ADM that companies disclose. The sample consisted of 962 annual/sustainability reports, published in 2018 and 2019, of 337 companies listed on 13 Western European countries’ stock markets. Our findings show that ADM disclosure is still at an early stage and that the first adopters are mostly companies operating in the financial sector.     

New Corporate Forms: One Viable Solution to Advancing Environmental Sustainability

There is a clear trend in corporate governance toward increased attention to the environmental and social impacts of business operations. Major consulting firms are advising Fortune 500 companies on how to become more environmentally sustainable, private equity and “impact” investors are measuring environmental, social, and governance (ESG) factors, and voluntary reporting and shareholder resolutions on issues of environmental sustainability are on the rise. While traditional corporate forms allow companies to embrace social and environmental responsibility with some measure of success, various real and perceived risks encourage directors to focus on short‐term profitability. Even if a company has a strong social mission at inception, founders often have difficulty “anchoring their mission” over time. And the lack of required disclosure of social and environmental performance makes it more difficult for investors to evaluate and compare companies. Many believe that the institutionalized mispricing of natural resources and the continued failure to price externalities, combined with the progressive nature of climate change, require the transformation of both business and law. This article discusses social and environmental sustainability within the traditional corporate form and then explores three emerging alternatives that are now being used by businesses in California: limited liability corporations (LLCs); benefit corporations (B corps); and flexible purpose corporations (FPCs). Of these three alternatives, FPCs—a corporate form that requires shareholders to agree on one or more social missions with management and the board—may be best suited to meet the needs of the many small private firms (as well as some large public companies) that, whether for purely economic or altruistic reasons, plan to integrate ESG into their operations.     

市场集中、控制权特征与内部控制鉴证报告披露

企业披露自愿信息可以获取部分竞争优势。在相对集中的市场中企业间互相依存的程度更强,此时企业需要在充分披露信息以吸引投资者和酌情披露信息以避免泄露商业秘密之间进行权衡。内部控制鉴证报告包含的专有信息比较有限,且作为自愿信息可以向市场传递积极信号,故而成为企业获取竞争优势的手段之一。本文用2007-2009年深沪两市4131个样本检验发现:整体上内部控制鉴证报告披露的概率随着市场集中程度的变化呈倒U型关系;当市场从极度分散向相对集中变化时,非国有企业更倾向于披露内部控制鉴证报告获取一定优势;但如果金字塔层级较多,非国有企业的内部控制鉴证报告披露动机会减弱。     

Can less environmental disclosure have a legitimising effect? Evidence from Africa

Organizational legitimacy theory predicts that corporations will do whatever they regard as necessary in order to preserve their image of a legitimate business with legitimate aims and methods of achieving it. Legitimacy is mostly used in the social and environmental accounting research (SEAR) literature to support the idea that social disclosures will be maintained at present levels, or increased over time, to avert legitimacy crises. However, the SEAR literature contains some references to reasons for, and incidents of, reductions in social disclosures. We submit that legitimacy theory predicts these reductions as much as it predicts maintaining or increasing disclosure levels.We conduct a content analysis of more than 140 corporate annual reports over a 9-year period in order to identify the trends in environmental disclosure by South African companies over time. We find a reduction in environmental reporting after an initial period of increases for both Mining companies and Top-100 industrial companies. The decrease for Mining companies was bigger than that for Top-100 companies, both overall and when the results were split between specific and general information. The publication of general and specific information increased from 1994 to 1999; disclosure of specific information then declined by five times more than the decline in disclosure of general information. These trends are consistent with legitimacy theory and we conclude that legitimising objectives may also be served by changing the type (general/specific) or reducing the volume of environmental disclosures.     

Disclosure Overload? An Empirical Analysis of International Financial Reporting Standards Disclosure Requirements

Despite the positive effects of the adoption of International Financial Reporting Standards (IFRS) noted in the literature, standard setters have issued reports suggesting that the required disclosures in IFRS have become too burdensome and should be reduced. We examine this disclosure overload problem by testing whether the disclosure reduction recommendations of the Excess Baggage Report issued by professional accounting bodies from Scotland and New Zealand in 2011 are associated with companies’ disclosure incentives and are value relevant for a sample of 196 Australian listed companies. The Excess Baggage Report classifies current IFRS disclosure requirement items into three categories: Retain; Delete; and Disclose if Material. We find that Retain items are disclosed the most, followed by those classified as Disclose if Material, and then by Delete items. Only Retain items are significantly associated with companies’ disclosure incentives. We also find that these disclosure categories are value relevant, especially for below-median profitability firms. Our findings may provide input to the IASB’s ongoing Disclosure Initiatives project.     

舆论监督、政府监管与企业环境信息披露

本文基于政治学的合法性理论,并借助新闻学的议程设置概念,在企业与社会的关系背景下研究企业披露环境信息的动机。本文以我国重污染行业上市公司为研究样本,分析舆论监督和政府监管对企业环境信息披露的作用,以及政府监管对舆论监督作用的影响。研究发现:(1)媒体有关企业环境表现的报道能显著促进企业环境信息披露水平;(2)地方政府对企业环境信息披露的监管能显著提高企业的环境信息披露水平并增强舆论监督的作用。本文的研究发现为认识企业环境信息披露的合法性动机、以及舆论监督和政府监管对企业环境信息披露的影响提供了新的视角和证据,同时也为信息披露的非经济性动机研究做出了文献上的贡献。     

Compliance Over Time by Australian Firms with IFRS Disclosure Requirements

Prior literature indicates that compliance with International Financial Reporting Standards (IFRS) is not complete in many countries. This study examines practice under the Australian version of IFRS by measuring compliance with the disclosure requirements of eight standards. The study focuses on data drawn from the consolidated financial statements of a sample of the top 200 Australian listed companies. To enable a time‐series analysis of compliance over time, this study examines three reporting years: 2006, 2010 and 2014. This research identifies material non‐compliance among Australian companies, finding that some disclosure items appear to be neglected by companies, such as some of the requirements of AASB 137 Provisions. This non‐compliance raises questions about accounting and audit quality in Australia. It may suggest poor regulatory oversight.     

Demand for,and impediments to,the disclosure of information about climate change-related corporate governance practices

Based on a survey of climate change experts in different stakeholder groups and interviews with corporate climate change managers, this study provides insights into the gap between what information stakeholders expect, and what Australian corporations disclose. This paper focuses on annual reports and sustainability reports with specific reference to the disclosure of climate change-related corporate governance practices. The findings culminate in the refinement of a best practice index for the disclosure of climate change-related corporate governance practises. Interview results indicate that the low levels of disclosures made by Australian companies may be due to a number of factors. A lack of proactive stakeholder engagement and an apparent preoccupation with financial performance and advancing shareholders interest, coupled with a failure by managers to accept accountability, seems to go a long way to explaining low levels of disclosure.