Full disclosure

It’s a turbulent world, making strong corporate governance more important than ever. Here’s what you and your company need to know to clearly communicate your governance story to stakeholders.

The past two years have seen shifting populist sentiments across the globe. From Brexit to the U.S. election, voters are demanding change — and that means new governments, with new ideas, intent on implementing new regulations, in an uncertain landscape. In this increasingly turbulent world, the need for good corporate governance has never been greater.

How a company's governance is communicated to shareholders — and indeed, the world — is crucial. Companies that want to improve in this area can look to a couple of Canadian leaders that set the bar in terms of disclosures that are comprehensive, organized, and, most importantly, go above and beyond regulatory requirements.

Corporate governance disclosure is one of judging categories for CPA Canada's Awards of Excellence in Corporate Reporting. The judging criteria are based on the requirements and recommendations of certain regulatory frameworks: specifically, National Policy 58-201, National instruments 58-101 and 52-110, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the Internal Control-Integrated Framework. So, you'll need to know those frameworks well.

Telus, long recognized for high quality reporting, won the Award of Excellence for Corporate Governance Disclosures in 2016 with materials that are comprehensive, detailed, well-organized and reader-friendly. Telus' disclosures are especially strong in areas such as board composition and mandate, code of ethics, business conduct, executive compensation, and ongoing board assessments. Last year's honourable mention, Enbridge Inc., also impressed judges in its reporting of board composition, nomination of directors, and audit committee oversight.

5 ways to be a winner in corporate governance reporting

Here are five tips on what stands out in corporate governance reporting:

1. Use charts and graphics to maximum effect.
It's critical to clearly outline board composition, member qualifications, expertise, independence criteria and financial literacy. Enbridge's effective design makes full use of colourful headings, detailed comment boxes and engaging images, while Telus uses tables to make comprehensive and exhaustive information easy to navigate.

2. Make clear what your audit committee is doing.
It's also critical to be comprehensive in explaining how your company treats feedback as it relates to financial statements, MD&A, and earnings press releases. In reviewing the activities of its audit committee, for example, Telus describes how it ensures the integrity of internal controls and continually enhances those controls.

3. Diversity matters — and you need to show it.
Board diversity is gaining importance with regulators worldwide, and both Telus and Enbridge show superior commitment to communicating their efforts. Enbridge caught the eye of judges with a graph that demonstrates progress on achieving targets for the number of women on the board and in executive positions. Telus also does this, and goes even further by describing how the company identifies and nominates female directors.

4. Make board and committee evaluations front and centre.
Winning reporters clearly explain the frequency, criteria and personnel involved in the evaluations process. Also key is a sense of what actions and changes are made as a result of each review. At Telus, for instance, the corporate governance committee hired an external governance consultant to evaluate the board. It describes this assessment process, how it was governed and what changed as a result of the review.

5. Consider entering the CR awards this year.
It's not just about the hardware (although winning awards is a great incentive for your team). Each entrant receives confidential feedback from the judges that outlines how their reporting measures up against best practices, so you get a sense of what you are doing well and where you can improve. In addition to reviewing your corporate governance disclosures, you'll be assessed in financial reporting, sustainability reporting and electronic disclosures.

 

Check out the 2016 Judges' Book for profiles on last year's winners.

If you're interested in participating in the program this year, you have until June 30 to enter.

Keep the conversation going

What do you look for in excellent corporate governance reporting? Post a comment below.

Disclaimer

The views and opinions expressed in this article are those of the author and do not necessarily reflect that of CPA Canada.

About the Author

Mike Harris, FCPA, FCA, CIA, ICD.D

Mike is a senior partner with PwC. He leads the Consulting and Risk Assurance practices in British Columbia and the Corporate Governance Practice nationally. Mike is a Fellow Chartered Professional Accountant, a Certified Internal Auditor and an accredited director with the Institute of Corporate Directors of Canada. He sits on a variety of not-for-profit boards as well as PwC's Partnership Board.