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.     

Comparative analysis of environmental,social, and governance disclosures

We examine the level of environmental, social, and governance (ESG) sustainability disclosure by firms between two regimes where disclosure is mandatory versus voluntary. We use the regulatory environment between the United States (US) and European Union (EU) to compare ESG disclosures. Firms in the US are currently under a voluntary disclosure regime. In contrast, EU members are under a mandatory disclosure regulatory regime that began in 2017. We find that EU firms outperform US firms under voluntary disclosure requirements (2007–2016), and the ESG disclosure of EU firms further improves relative to US firms after the implementation of the mandatory disclosure in Europe in 2017. Our results suggest that the 2017 adoption of disclosure guidelines in the EU is associated with improvements in EU firms' ESG disclosure. Our results regarding the value-relevance of ESG disclosure support a move toward mandatory ESG disclosures. Results support current initiatives that have been taken by global regulators and stock exchanges in recommending and requiring globally listed companies to disclose their ESG sustainability information to portray accurate and comprehensive corporate reporting. The results further our understanding of how firms from different institutional environment settings may have disclosed their ESG practices, thus providing opportunities for future research.     

A Survey of Sustainability Reporting Practices of Australian Reporting Entities

This study examines the nature and extent of sustainability reporting practices in the various reporting media used by companies listed on the ASX (annual reports, discrete reports and websites). The sustainability reporting practices of the sample are compared with key indicators outlined in the GRI framework. The annual report is found to be the least valuable source of information on corporate sustainability in terms of the number of indicators observed and the diversity of the information provided. The discrete reports and websites provide greater levels of information on sustainability; however the overall levels of disclosure are generally low.     

Quality of financial reporting: evidence from the listed Saudi nonfinancial companies

This study assesses the quality of information disclosed by a sample of nonfinancial Saudi companies listed on the Saudi Stock Exchange. The study also compares the extent of corporate disclosure before and after the creation of the Saudi Organization of Certified Public Accountants (SOCPA). We classify information disclosed in the annual reports into three main categories: mandatory; voluntary related to mandatory; and voluntary unrelated to mandatory disclosure. The sample provided 63% and 66% of the total population of companies listed on the Saudi Stock Exchange in the years 1992 and 1999.In departure from most previous studies conducted in this area of research, we weighted the indexes of disclosure by the mean and median responses of seven users of the annual reports in Saudi Arabia. The results of both unweighted and weighted indexes are reported. The outcome of the analysis indicated a relatively high compliance with the mandatory requirements in all industries covered by the study, with the exception of the electricity sector. As for the voluntary disclosure, whether related or unrelated to mandatory disclosure, the analysis revealed that Saudi companies disclose information more than the minimum required by law. The level of voluntary disclosure, however, is relatively low. The analysis also showed that the creation of SOCPA has had little impact on corporate reporting in Saudi Arabia.     

Country-specific risks and geographic disclosure aggregation: Voluntary disclosure behaviour by British multinationals

Country-by-country reporting can promote accountability and corporate transparency by highlighting the activities of multinational firms in different countries. We examine the voluntary disclosure behaviour of leading British multinational firms in respect of country-specific risks. Specifically, we consider whether British multinationals' engagement in geographic disclosure aggregation/disaggregation of their country-by-country operations is associated with the country-specific business, economic, and political risks faced by their principal operating subsidiaries. We study the information disclosed in two key sections of corporate annual reports: segment information, and principal uncertainties and risks. Our findings show that British multinationals are less likely to voluntarily report their segment and risk information on a disaggregated geographic country-by-country basis if they are engaged in operations in countries associated with higher levels of country-specific risks. Country-specific risk disclosures are an important case, consistent with voluntary disclosure theory, where costs tend to outweigh benefits from the perspective of what is perceived to be in a multinational firm's best interests.     

Environmental and Social Matters in Mandatory Corporate Reporting: An Academic Note

This note provides an overview of mandatory corporate reporting for environmental and social matters in Canada, the United States and the EU. When researchers and educators consider reporting on these matters, they often look to voluntary corporate reporting. However, we argue that a lot of related information exists in companies’ mandatory reports, either in the disclosures dictated by securities regulators, or via other required channels. Our objective is threefold. First, to describe what currently exists regarding mandatory reporting on environmental and social matters (to inform). Second, to discuss several of the current ongoing debates regarding such reporting (to encourage discourse). Third, to encourage research into the mandatory reporting of environmental and social matters.     

Corporate social reporting and stakeholder accountability: The missing link

Recent years have witnessed a significant degree of administrative reform, in terms of the increasing number of major companies proclaiming their social responsibility credentials, and backing up their claims by producing substantial environmental, social and sustainability reports. The paper critically evaluates the degree of institutional reform, designed to empower stakeholders, and thereby enhance corporate accountability, accompanying these voluntary initiatives, together with that potentially ensuing from proposed regulations, later rescinded, for mandatory publication of an Operating and Financial Review by UK quoted companies. It is concluded that both forms of disclosure offer little in the way of opportunity for facilitating action on the part of organizational stakeholders, and cannot therefore be viewed as exercises in accountability.     

Business sustainability factors and stock price informativeness

This paper investigates whether and how business sustainability performance and disclosure factors affect stock price informativeness (SPI). We find that non-financial environmental, social, and governance (ESG) sustainability performance factors are positively associated with idiosyncratic volatility (our proxy for SPI) after controlling for financial-economic performance. We further show that the association between sustainability performance factors and SPI is stronger for firms with higher sustainability disclosure. We find that the association between ESG sustainability performance factors and SPI is stronger when economic performance is weaker, suggesting that investors tend to pay more attention to ESG performance factors when firms are financially underperforming. This study shows that investors pay attention to both firm economic performance (corporate profitability and growth prospect) and ESG sustainability performance and disclosure factors, which have implications for policymakers, regulators, investors, businesses, and researchers.     

A CEO with many messages: Comparing the ideological representations provided by different corporate reports

This study analyzes how corporate reporting can be used to reinforce particular worldviews in the ongoing discursive debate over sustainability. The use of language is compared in CEO letters from two types of disclosures: the annual and sustainability reports of two Finnish companies during 2000–2009. The analysis is based on Thompson's (1990) schema regarding the modes of ideology. Significant differences are noted; the CEO letters in the annual reports prominently use the economic discourse of growth and profitability, but they rely on the ‘well-being’ discourse in the sustainability reports. Despite the difference in discourse, by using different forms of ideological strategies, both types of disclosure serve the dominant social paradigm. The findings presented in this study highlight the need to further develop corporate sustainability reporting practices.     

Exploring the use of online corporate sustainability information

Whilst the supply, exclusivity and prominence of online corporate sustainability information has increased in recent years, comparatively little is known about what information is used by whom. This paper explores which user groups access online corporate sustainability information, and assesses the relative use of sustainability reports and other forms of social and environmental information disseminated on corporate Websites. To collect the necessary empirical data, the paper analyses 4,652,471 successful requests for information made by the users of 10 UK FTSE 350 corporate Websites.The paper finds that the majority of requests for online sustainability information originate from the reporting company indicative of an inward focus to sustainability reporting. In examining access to different online information sets, distinct profiles of corporate Website users begin to emerge. Requests from employees, private individuals, ISPs and consultants represent the vast majority of the online sustainability reporting audience and the corporate Website in general. Contrastingly, a professional financially-orientated profile of users characterised by professional investors, creditors, accounting firms and lawyers make significantly more use of the Annual Report but significantly less use of sustainability reporting information and other online disclosures.Although prior literature notes how companies have yet to utilise the potential of the online medium in disseminating corporate sustainability information, disclosures are found to attract approximately a tenth of all corporate Website requests. Environmental and ethical disclosures outside the Annual Report are the most popular sources of online corporate sustainability information whilst ‘standalone’ Sustainability and/or Ethics Reports attract comparatively few requests.     

Sentimental Sustainability: Does What Companies Say Tell More Than What Companies Do?

Based on a sample of more than eleven thousand unique 10-K reports of US companies filed with SEC in period 2013 to 2018, this study examines the relationship between actual sustainability performance of companies, evaluated by MSCI ESG performance scores, and the extent and the scope of environmental, social, and governance information disclosure in their annual reports. The study shows empirical evidence supporting the signalling theory view of voluntary disclosure of ESG information in annual reports for most industries, while environmentally unfriendly companies belonging to the Mining industry division show excessive reporting behavior favoring environmental topics, which is consistent with incentives to improve public image and mitigate social, political, and legal risks in line with the legitimacy theory of information disclosure. When differentiating between forward-looking and non-forward-looking ESG statements, the study shows that companies providing more forward-looking ESG information in annual reports show better next-year ESG performance. This study implements established content analysis techniques with focus on ESG reporting and performance, building up on the study of Baier, Berninger, and Kiesel (2020) that proposed an ESG-tailored dictionary for textual analysis purposes.     

The Influence of Remuneration Structures on Financial Reporting Quality: Evidence from Australia

This cross‐sectional study investigates the influence of remuneration structures on financial reporting quality, based on a sample of companies listed on the Australian Securities Exchange (ASX). Compliance with Remuneration Principle eight issued by ASX (providing recommendations on formation, operation and disclosure of remuneration committees) is expected to improve financial reporting quality represented by a decreased level of earnings management. This study expands the corporate governance literature by examining an under‐researched mechanism to address the agency problem. Earnings management, as a consequence of the agency problem, is measured using the level of absolute discretionary accruals. In this study, we use the modified Jones model to measure the level of discretionary accruals and the existence of reduced earnings management. The study is conducted using a random sample of 214 firm‐year observations selected from the ASX listed companies. Our findings show a higher level of compliance with the principle on remuneration is associated with lower levels of earnings management. The findings support the efficient functioning of the ASX‐proposed remuneration structure in reducing earnings manipulations.     

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.     

Sustainability as Adaptability

Most corporations now view sustainability as a key requirement for competitive advantage, but few claim to have achieved it. One of the key obstacles separating intention from execution is that the sustainability frameworks employed by companies tend to be insufficiently clear, precise, or comprehensive to guide decision making. One of the most pressing challenges for corporate leaders today is, of course, to sustain the economic viability of the core businesses. But given the implicit “beyond business” focus of most sustainability efforts, corporate executives would be better served by a more integrated, holistic framework—one that enables them to make tradeoffs among the economic, social, and ecological aspects of business. This article introduces such a framework—one that redefines sustainability as the ability of companies to adapt to change in three different spheres of operation—ecological, social, and economic—with a near‐term as well as a longer‐term planning horizon. Without such adaptation, business models become obsolete for reasons that can range from economic failure, to competitive inferiority, to social or ecological limits. This ability to adapt can be measured and valued by using the BCG Adaptive Advantage Index, a composite measure of corporate performance during market downturns. The BCG analysis also shows that although the most adaptive companies tend to report lower profits and have lower values during periods of relative stability, such companies perform consistently better over full cycles. Creating social and ecological value alone doesn't automatically confer economic rewards, but—with the right business model and capabilities—it can. The authors explore some of the business model archetypes that successfully achieve this “co‐optimization.”     

The Influence of Integrated Reporting on Business Model and Strategy Disclosures

Business model (BM) and strategy disclosures could provide investors with relevant information. This study offers a platform for future research on BM and strategy disclosure and is the first to analyse the change in BM and strategy disclosures after the introduction of an integrated reporting (IR) requirement, to propose a framework for disclosure quality analyses, and to analyse how companies disclose the relationship between their BM and strategy. The findings show that BMs and strategy were not disclosed before the requirement to publish an integrated report in South Africa, but were disclosed thereafter. By 2014, companies used diagrams, flow charts, and informative narratives of business plans and value chains. Companies now disclose their strategic goals more transparently, but still do not link these goals to BMs, key performance indicators, risks or opportunities. The findings provide insight into disclosures that improved since the IR requirement and matters that are still not fully disclosed, which would be of interest to regulators tasked with investor protection.     

Mandatory CSR and sustainability reporting: economic analysis and literature review

Review of Accounting Studies - This study collates potential economic effects of mandated disclosure and reporting standards for corporate social responsibility (CSR) and sustainability topics. We...     

Legally‐Recognised Group Structures: An Exploratory Analysis

Corporate groups are the dominant vehicle for organising business activity in Australia. For accounting purposes, a corporate group is treated as a single economic entity, and for this reason empirical research largely ignores the underlying legal structures. While the basic position at law is that each company within the corporate group is a separate legal entity, we demonstrate how the regulatory interventions of tax consolidation and the deed of cross‐guarantee may interfere with this fundamental notion. Using hand‐collected observations for the S&P/ASX200, we provide unique insights into individual group composition and identify corporate groups that have achieved optimal reporting efficiencies, as envisaged by the regulator, by adopting these legally‐recognised group structures. We also identify cases that appear to exploit these regimes for more strategic reasons, which may result in legal complications when untangling the complexities of group liability. It is clear from our analysis that there is very little homogeneity in group organisation among the large Australian public companies that we study.     

Public companies' cybersecurity risk disclosures

Though cybersecurity risks are significant and could materially affect business operations and the integrity of financial reporting, there is limited empirical research on the cybersecurity risk disclosure trends and practices of public companies. In this study, we conduct a longitudinal study of the content and linguistic characteristics of public companies' cybersecurity risk disclosure practices as well as factors that may drive disclosure trends. The results show that the two most commonly disclosed cybersecurity risks are risks of service/operation disruption and risks of data breach. Item 1A of the 10-K Report is the most commonly used disclosure location, but some companies also use Items 1 and 7 to disclose regulation risks and cyber incidents, respectively. The length of cybersecurity risk disclosures increases linearly during the period of our study. This increase is associated with the issuance of SEC guidance (2011 and 2018), industry, overall cybersecurity risks in the general environment, company size, and prior cybersecurity breach incidents. Disclosures have also become more difficult to read in general. They are more difficult to read as firm size increases and are easier to read as the proportion of intangible assets increases or after an executive change. Firms have increased their usage of litigious words in their disclosures. Bigger firms, on average, tend to use less litigious language, but companies in industries with high business information technology intensity (e.g., consumer services, software and services, and banking) tend to use more litigious language than other companies.     

The SEC and Improving Sustainability Reporting

In this discussion that took place at the SASB 2016 Symposium, the former Chair of the Securities and Exchange Commission explores recent developments in corporate sustainability reporting with three Directors—two past and one current—of the SEC's Division of Corporation Finance (or “CorpFin”). The consensus of the panelists was that investors want companies to provide more and better disclosure of their ESG exposures, particularly climate change, and their plans to manage those exposures. According to the current director of CorpFin, the most common demand expressed in the thousands of “comment letters” elicited by the SEC's recent concept release was for more and better sustainability information. And among the many issues cited by investors in those letters, including economic inequality, corruption, indigenous rights, and community relations, the subject of greatest interest by far was climate change. While none of the panelists claimed to see private‐sector demand for SEC action and a new set of mandatory requirements, all seemed to agree that many companies would welcome the establishment of voluntary guidelines and standards for providing ESG information—and that the guidelines recently developed by the Sustainability Accounting Standards Board are a promising model. For companies in each of 79 different industries, the SASB has identified a specific set of “material” concerns along with metrics or KPIs that can be used to evaluate corporate performance in responding to those concerns. Perhaps the most important advantage of this approach is that, by limiting such reporting to material exposures (and so adhering to a principle that has long informed SEC requirements), the SASB guidelines should significantly increase the relevance and value to investors—while possibly holding down the costs—of the sustainability reports that large companies in the U.S. and abroad have been producing for decades. But, as the former SEC Chair also notes in closing, the adoption of such guidelines by companies should be viewed as just a first step toward improving disclosure. To help companies develop the most useful and cost‐effective disclosure practices, investors themselves will have to become more active in communicating their own demands and preferences for information.     

The impact of corporate attribites on the extent of mandatory disclosure and reporting by listed companies in Zimbabwe

This article reports the results of an empirical investigation of the degree of influence of eight corporate attributes on the extent of mandatory disclosure and reporting of 49 listed companies in Zimbabwe. Using a disclosure index which consisted of 214 mandated information items, the extent of mandatory disclosure be each sample company was quantified, and was used with other data specific to each sample company to test the relational hypotheses. Although several alternative specifications of multivariate regression models were developed and estimated, only the results of a robust regression analysis which indicated that company size, ownership structure, company age, multinational corporation affiliation, and profitability have statiscally significant positive effect on mandatory disclosure and reporting practices of the sample companies were reported. The quality of external audit, industry-type and liquidity were statistically insignificant.