full PDF version of the Richard`s white paper
Transcription
full PDF version of the Richard`s white paper
EXPERTS IN CORPORATE COMMUNICATION WHAT’S NEXT FOR THE STRATEGIC REPORT? CUT THE CLUTTER SO YOU TELL YOUR COMPANY’S STORY Richard Hollins Most companies have now published their first strategic report, so it’s a good time to think about how to improve the next one. Our view is that companies need to do three things with their reports. We’ll touch on the first two below. The third – making the strategic report shorter and more effective – is the main subject of this paper. STRATEGIC BRANDING STRATEGIC BRANDING CORPORATE REPORTING CORPORATE REPORTING TACTICAL MARKETING TACTICAL MARKETING www.accruefulton.com What’s next for the strategic report? 1. CONTINUE TO IMPROVE THE BASICS There are encouraging signs that the strategic report is having the intended effect, with many companies improving their reporting this time around. FTSE 250 companies in particular have put more effort into defining their business models, explaining their strategies and linking the report’s different sections. The influence of the Financial Reporting Council’s (FRC) guidance1 is apparent. However, too many companies of all sizes still have work to do on explaining the basics. Strategy, objectives, the business model, key performance indicators, risk and the external environment remain weak spots, despite this year’s developments. The issue here is not (usually) the writing or design but the quality of the company’s strategic thinking. Companies need to spend a lot more time contemplating their strategic framework, so the key elements and the connections between them are logical and clear. In particular: • Are you explaining the major trends in your markets and how you’re responding to them, or does your report pretend you operate in a bubble? •Does your business model clearly demonstrate the competitive advantages that enable your long-term value creation, or does it just describe the inputs and outputs of your operations? • Do you state your company’s objectives? Are these both realistic and measurable? What’s the timeframe for achieving them? STRATEGIC BRANDING CORPORATE REPORTING • Does your strategy flow from the business model? Is it both necessary and sufficient for achieving your objectives? Have you properly distinguished between your strategy, business model and objectives, or are you mixing them up in your descriptions? • Do your KPIs genuinely show your strategic progress or are they just generic financial outputs? Can you link your KPIs to management pay, to show the line of sight from strategy to reward? • Does risk link back to your strategy and show what could knock it off course? Do you explain how risk is changing? Or are your principal risks just the generic risks of being in business? Tackling these issues would be a big step forward for many companies. 2. THINK ABOUT THE STRUCTURE Traditionally, companies have viewed their annual reports as just that – a report on last year. We encourage our clients to see it differently – as their once-a-year chance to tell their story to investors. The FRC takes the same view. Its guidance on the strategic report1 aims to: It also encourages companies to: “…experiment and be innovative in the drafting of their annual reports, presenting narrative information that enables them to best tell their story while remaining within the regulatory framework…” This raises an important question: what does ‘telling the story’ mean? We think it means using the strategic report to set out why your company is a good long-term home for investors’ capital, then providing the evidence to support it. That requires you to first set out essential information about your company – why it exists, how you create value, what you aim to achieve and how you’ll achieve it. Then, with the context clearly defined, you can explain how you got on in the previous year. Many companies, though, still lead with the last 12 months, putting the chairman’s and chief executive’s statements right up front. That’s like telling someone the result of your match but not which sport you were playing. To judge your performance, your readers need to know the game. This is particularly true for investors who are new to your company but even long-standing shareholders will need reminding of the basics. Fund managers cover many stocks. The amount they can retain about any one company is limited. “…set out the high-level principles that enable entities to ‘tell their story’.” TACTICAL MARKETING www.accruefulton.com What’s next for the strategic report? 2. THINK ABOUT THE STRUCTURE Appendix 1 shows our suggested structure for a strategic report. You can see how each element builds on the one before, creating a logical flow that tells your company’s story. This structure also encourages you to think about the report as a whole, rather than tackling each subject in isolation. Annual reports should help investors decide which companies deserve their capital. This means providing enough detail to be informative and convincing, without swamping your key messages. That’s why it’s worrying that annual reports are so bloated. In fact, this year’s reports are the fattest yet. +9% Average increase in length of a sample of FTSE 100 reports2 +15% Average increase in length of a sample of FTSE 250 reports2 This is partly down to new rules for remuneration reporting, with the FRC’s Financial Reporting Lab2 finding that these sections were one third longer this year. However, plenty of the bloat results from fatter strategic reports. +11% Average increase in length of the front end of December year end reports3 +20% Average increase in length of September year end strategic reports4 STRATEGIC BRANDING CORPORATE REPORTING 3. REALISE THAT SIZE MATTERS The longest report in the Lab’s sample weighed in at an incredible 424 pages, while the shortest FTSE 100 report it reviewed was 124 pages. FTSE 250 reports in the sample ranged from 108 to 190 pages. While page numbers are a crude guide to length – a full-page photo is not the same as a page packed with text – it’s apparent that companies are producing more content than ever. Not surprisingly, the FRC has identified the lack of clear and concise reporting as a serious issue. As well as seeing its guidance on the strategic report as part of the solution, it is running a series of projects this year to help companies cut their reports down to size. Why should your report be shorter? “…investors still express concern that the key messages about the business are buried in too much verbiage of little value or are obscured by boilerplate.” It’s also human nature to avoid difficult things. How many reports are sitting unread because their sheer size is daunting? The longer the report, the fewer people will tackle it. Finally, all the extra detail adds to the time and cost you incur to write, design, typeset, proofread, print and post the report. That’s money you could better use elsewhere. Six tips for shrinking your strategic report The FRC has already suggested ways to reduce the length of annual reports (see pages 6-9 of its Towards Clear & Concise Reporting publication2). We’re going to focus here on those that relate to the strategic report, as well as making some suggestions of our own. TACTICAL MARKETING 1 Change how you think about the strategic report Most companies look at the strategic report as the place where they explain everything that’s relevant to the year at hand. That means all the detailed discussion of financial, divisional and sustainability performance goes in there, just as it did with the old business review. It’s time to rethink that approach. The FRC’s guidance clearly states that: “The strategic report should be considered as the top layer of information for shareholders.” That means it’s a summary, with the detail elsewhere for those who need it (see point 3 below). In fact, the FRC believes the strategic report should be concise enough to read over a “decent cup of coffee”5. No matter how hard that seems, it’s a good indication of what you should be aiming for: a strategic report that contains only the key information for investors. Which brings us nicely to materiality. 2.Work out what’s material The FRC’s guidance explains the concept of materiality in some detail. But, fundamentally, if it’s important enough to affect someone’s decision to invest in your company, then it’s material. That’s a high barrier. How much of your sustainability section is really material? Or those contract wins you describe in loving detail? Or the reams of text about your risk management processes? The reality is that much of it shouldn’t be in your strategic report. Applying a rigorous materiality assessment would significantly slim most strategic reports. Companies need to do more here. www.accruefulton.com What’s next for the strategic report? 3. REALISE THAT SIZE MATTERS 3.Put the detail somewhere else Once you’ve cut the surplus detail, you need to decide what to do with it. That really depends on why the information was there in the first place. • If it’s a disclosure that’s outlived its usefulness, then ditch it. Chances are that no one will notice. • If it’s a statutory requirement, then it will have to go somewhere else in the annual report. That might be in the directors’ report or it could be a separate section. You need to decide where it’s most effectively displayed. • Finally, you might have information that your analysts and investors are used to seeing and still find useful. This could include detailed discussions of your financial or divisional performance or your non-statutory sustainability disclosures. If you’ve put these in your fullyear results announcement, then your auditor will expect to see them somewhere in the annual report. If not, then you can still put them elsewhere in the report, or you can stick them on the web or in a separate document. You’ll have to decide if there’s value in keeping it all in one place. Some companies are already providing information outside the strategic report, and we’ve listed examples in appendix 2. Appendix 3 considers how you should cross-reference this information, so your directors remain protected by the safe harbour provisions in the Companies Act. 4. Reduce the repetition It’s very easy for repetition to creep into your report, particularly when you have several authors. For example, strategy is central to the report, so it’s common to find repeated explanations of the same points about it. STRATEGIC BRANDING CORPORATE REPORTING Make sure you only cover things once. Read through the entire report – governance and remuneration included – and replace repetitive text with cross-references, to show where readers can find the information. If this is outside the strategic report, ensure you cross-reference or signpost it properly (see appendix 3). Summary You should also look for unnecessary overlaps between the chairman’s statement and the CEO’s review. If you can, persuade the chairman to lose his or her statement altogether. There’s no requirement for one in the strategic report and the chairman has the opportunity to report personally in the corporate governance statement. The next major challenge is to cut the clutter in your strategic report. Focus on materiality, so your report contains only the essentials. Put useful but non-essential detail somewhere else, whether that’s in the annual report or not. And make sure the writing and design are tight and that they work together to support your messaging. The outcome will be a punchier, more interesting and more useful report, which helps you to attract and retain investors. 5. Focus on the writing and design Good, tight writing is vital for a short report. We can typically cut our clients’ copy by 10–20% without changing the content, and by considerably more if we need to boil it down to the essentials. If your organisation doesn’t have the writing or editing skills you need, get help from someone who really knows about reporting. The first set of strategic reports is an improvement on the previous business reviews. However, companies have more work to do to make them truly effective. Getting the basics and the structure right should be the priority – you can’t tell your story properly without this. Similarly, your design agency has an important role. Look for ways to express information visually – an effective diagram or table can replace paragraphs of text. Conversely, don’t use design for the sake of it. It needs to support your communication, not overshadow it. 6. Get an outside view When you spend months creating your report, it’s almost impossible to be objective about the content. Getting an expert view from outside the company can be invaluable for understanding what works well and where your report could be stronger, helping you to see the way forward. TACTICAL MARKETING www.accruefulton.com Appendices APPENDIX 1 Strategic report: the building blocks and basic connections How the company will achieve its objectives. Also links to governance – how the board oversees the setting and implementation of the strategy. The size, growth, competitiveness and drivers of the company’s markets. Markets and Trends Business Overview Risk Objectives Business Model What the company does and where it does it – the starting point for every annual report. STRATEGIC BRANDING How the company actually does what it does and uses its competitive advantages to create value. CORPORATE REPORTING The key risks which could knock the strategy off course and damage value creation. Also links to governance – how the board ensures proper controls and risk management. STRATEGY KPIs What management thinks the company can achieve, based on its competitive advantages and how it’s positioned in its markets. TACTICAL MARKETING Shows how well management is implementing the strategy. Also links to remuneration – how management is rewarded for delivery. Performance How the company performed in the year, including sustainability. Can include the chairman’s and CEO’s statements. www.accruefulton.com Appendices APPENDIX 2 APPENDIX 3 Companies providing supplementary information outside the strategic report Information outside the strategic report: cross-referencing and safe harbour However, the safe harbour does not cover information placed outside the annual report, even if the annual report refers to it. So far, large companies with complex operations are leading the way. For example: The Companies Act contains a safe harbour provision, which limits the directors’ liability in the event of inadvertently making untrue or misleading statements in, or omissions from, the annual report. This safe harbour only applies to the contents of the strategic report, the directors’ report and the directors’ remuneration report (the ‘protected areas’). This raises a question about whether directors are opening themselves up to liability for information they include outside these sections. “…this strikes the appropriate balance between ensuring that the statutory reports can be written concisely and in a way appropriate to each company, whilst also ensuring that members have all relevant information available to them in one place.” • Barclays’ strategic report includes a two-page Group FD’s review and a four-page strategic risk overview. The detailed financial review (including divisional performance) and around 150 pages on risk sit outside the strategic report. Lloyds Banking Group adopts a similar approach. • BAE Systems includes summaries of risk and sustainability in the strategic report, with fuller explanations of both in the directors’ report. • GSK includes its development pipeline, its products and its detailed risk disclosures in an ‘investor information’ appendix to its report. • BP provides a number of additional disclosures in a separate section at the end of the report, including more detailed information about the group and its operations. This is information it felt was “useful but not fundamental to understanding the performance and position of the company”.2 • Tesco provides a dozen pages of supplementary information, including financial disclosures about Tesco Bank, a cash flow analysis, quarterly sales trends, international sales and a detailed analysis of its store portfolio. The Department of Business, Innovation and Skills (BIS) addressed this point in a letter to the FRC6. BIS acknowledged the risk that the safe harbour provision might encourage companies to include “inappropriately large volumes of information” in the protected areas. This was “not the intention behind the legislation”. The way round this is to place material elsewhere in the report but incorporate it into the relevant protected area by cross-referencing it. In BIS’s view: “…information incorporated by cross-reference into one of the protected areas from other parts of the annual report, and necessary to meet the requirements in one of the protected areas, will be covered by the safe harbour provision.” Cross-referencing versus signposting The quote above states that cross-referenced information must be necessary to meet the requirements of a protected area. For the strategic report, this means either a statutory disclosure or a material subject. In these instances, the FRC says that: “Cross-referencing should be clear and specific.” This means a text-based link with an explanation of what the reader will find on the cross-referenced page. The graphical devices with a page number that are often used in annual reports won’t cut it. Information that is complementary but not required by law or regulation is signposted rather than cross-referenced. Per the FRC’s guidance: “Signposts to such information should make clear that it does not form part of the component from which it is signposted.” Again, this means explanatory text rather than just symbols and page numbers. STRATEGIC BRANDING CORPORATE REPORTING TACTICAL MARKETING www.accruefulton.com Notes NOTES 1 FRC’s Guidance on the Strategic Report https://frc.org.uk/Our-Work/Publications/Accounting-and-Reporting-Policy/Guidance-on-the-Strategic-Report.pdf 2 Source: FRC’s Financial Reporting Lab Towards Clear & Concise Reporting https://www.frc.org.uk/Our-Work/Publications/Financial-Reporting-Lab/FRC-Lab-Towards-Clear-Concise-Reporting.pdf 3 Source: PwC http://www.pwc.co.uk/reporting-assurance/publications/reports-out.jhtml 4 Source: Black Sun The Concise Strategic Report Paradox. The increase is against the business review in the previous year’s report http://www.blacksunplc.com/corporate/research/index.jsp 5 Source: The Guardian Financial Reporting Council wants clear and concise annual reports http://www.theguardian.com/business/2014/jun/09/frc-wants-concise-annual-reports 6 Source: Letter from BIS to FRC https://frc.org.uk/FRC-Documents/Accounting-and-Reporting/BIS-letter-guidance-on-narrative-reporting.pdf STRATEGIC BRANDING CORPORATE REPORTING TACTICAL MARKETING www.accruefulton.com About us RICHARD HOLLINS ACCRUE FULTON AND RICHARD HOLLINS & ASSOCIATES WORKING IN PARTNERSHIP Richard Hollins is founder and director of Richard Hollins & Associates, a copywriting agency based in London, providing business and financial copywriting services with particular specialism in annual reports and other investor communications. Richard works in partnership with Accrue Fulton, providing consultancy and copywriting services to a wide range of clients from AIM and small cap companies to FTSE 100. Before founding the business, Richard worked in investor relations for 12 years. As head of investor relations for Serco Group plc, he wrote all of the company’s investor STRATEGIC BRANDING CORPORATE REPORTING communications, from press releases to annual reports. Richard was voted best investor relations officer in the IR Magazine UK awards and won awards for Serco’s annual report. Prior to Serco, Richard spent nearly eight years at Makinson Cowell, the UK’s leading investor relations consultancy. There he helped major companies to develop their messages and to write and edit their communications. His clients included companies in engineering, financials, health, hotels, leisure, media, packaging, printing, property, pubs and restaurants, retail, support services, telecoms and utilities. TACTICAL MARKETING Richard has a BA in Economics and an MA with distinction in Creative Writing. He is also a chartered accountant, a qualification he gained during five years with Deloitte. www.richardhollins.com www.accruefulton.com About us Find out more at accruefulton.com STRATEGIC BRANDING CORPORATE REPORTING TACTICAL MARKETING www.accruefulton.com