Épisode 04 : Divulgation de renseignements relatifs à la durabilité : Utiliser le modèle de SASB

Disponible en anglais seulement

TRANSCRIPT:

Matthew Welch: Investors are increasingly interested in ESG topics as they find and, increasingly, studies show that environmental, social and governance factors are important determinants of long-term value and risk mitigation. So, investors want better information on what companies are doing to recognize those risks and to mitigate them and manage them.

Michael Torrance: Welcome to “Sustainability Leaders.” I am Michael Torrance, Chief Sustainability Officer with BMO Financial Group. On this show, we will talk with leading sustainability practitioners from the corporate, investor, academic and NGO communities to explore how this rapidly evolving field of sustainability is impacting global investment, business practices and our world.

Legal disclaimer: The views expressed here are those of the participants and not those of Bank of Montreal, its affiliates or subsidiaries.

Michael Torrance: Today, I’m speaking with Matthew Welch, president of the Sustainability Accounting Standards Board, or SASB. SASB was founded in 2011 to develop and disseminate sustainability accounting standards, which is basically a new approach to measuring and reporting standardized sustainability metrics that are tied to financial materiality rather than stakeholder conceptions of materiality that are used by other sustainability reporting frameworks. In 2018, SASB launched its finalized standards, cutting across a wide number of industries. While they continue to be updated at regular intervals, companies and investors are now able to work with the SASB framework that has been rolled out to increasingly integrate their sustainability and financial reporting. Matthew works with the chief executive officer of SASB and the board of directors to develop and execute the organization’s strategic objections and to lead staff in implementing them. Thanks for speaking with me today, Matthew.

Matthew Welch: Absolutely. Glad to be here.

Michael Torrance: Matthew, for listeners who aren’t familiar, what is SASB?

Matthew Welch: We are an independent non-profit standard-setting organization, and we develop and maintain robust reporting standards so that businesses around the world can measure, manage and communicate financially material sustainability information to their investors.

Michael Torrance: And so when you say reporting of sustainability material, sustainability information, it makes me think of sustainability disclosure or financial disclosure you’d see in annual reports. How is what you’re talking about similar or different from what you would see in terms of financial disclosure in an annual report?

Matthew Welch: That’s a great question. Our work is exactly analogous to financial disclosure. We develop our standards with the same robustness and rigor that goes into developing financial accounting standards, and because our standards are designed for communication to investors, which is disclosure to investors, that is also an appropriate word to use.

Michael Torrance: And so can you elaborate on how would the SASB framework be used in the context of financial disclosure?

Matthew Welch: Sure. So, there are a number of use cases about how the standards might be used in communication with investors. In some cases, it’s formal disclosure in a document like mainstream financial filing like the 10-K or the 40-F or 20-F with the US SEC for US-listed companies. In other cases, it could be integrated into an annual report or an integrated report, and in other cases, we see the standards used in sustainability reports that companies may issue to a variety of stakeholders, including investors. Our position is the standards have benefit for companies to measure, manage and disclose information to their investors, and they make the choice about what the most appropriate communication vehicle might be.

Michael Torrance: And there’s a lot of different standards out there around sustainability disclosure. How does SASB differ from these other types of disclosure frameworks?

Matthew Welch: Well, there are a couple differentiators. The first is, of course, that we focus our standards on information that is expected to be financially material to the companies who are reporting it, so that slims down the universe from a whole universe of issues that might be of interest to investors or to other stakeholders to instead focus on the subset of issues that’s expected to be material to most companies within an industry. Materiality, though, is industry-specific for sustainability issues. What is material in the trucking industry is not the same as what would be material for a commercial bank, so the issues change, and therefore we have different standards for different industries.

Michael Torrance: Isn’t it already required though of reporting issues to reports what’s material? So, why would financial reporting companies require SASB or want to use SASB?

Matthew Welch: Absolutely. Companies in the US certainly, and in other countries there are similar requirements in the securities laws that require companies, listed companies in particular, to disclose material information to their investors, and we do find that the issues identified in our topics are generally disclosed even in those filings with regulators. Over 75 percent of the topics are already covered in those filings. The problem is they’re just not covered well. You often find just a boilerplate statement or the topic is mentioned as a risk factor, but what’s missing is actual data, performance data, trend data that would help an investor to evaluate how a company is managing that issue and performing performance over time.

Michael Torrance: So, you’ve mentioned that this type of information is of use to investors. Can you just elaborate on that? Like, how do, in your experience, how do investors use this information or why would they want this beyond just what might otherwise be disclosed in financial disclosure?

Matthew Welch: So, investors are increasingly interested in ESG topics as they find and, increasingly, studies show that environmental, social and governance factors are important determinants of long-term value and risk mitigation, so investors want better information on what companies are doing to recognize those risks and to mitigate them and manage them. And that information is sometimes mentioned in regulatory filings, but as I mentioned before, it’s often as a risk factor, where there’s a boilerplate statement acknowledging the issue but not discussing strategy or performance. Investors make their decisions based on how they perceive a company’s value creation, especially relative to its peer over the long-term, and so if investors are to compare a company against its peers, they need comparable data that would allow you to compare company A versus B versus C and make a decision. So, we see that all investors have an interest in doing that, in having these comparisons, and that’s really what they look for from SASB is that, with the proliferation of ESG information that has come out in recent years, how can they determine what would be financially material, sort of sort out the signal from the noise, and then how can they understand performance on those topics and then make an appropriate decision for their investment strategy?

Michael Torrance: Another aspect of SASB that’s noteworthy is the ability for the information reported to be comparable. Can you just elaborate on what role SASB plays in allowing for comparable information to be published by issuers?

Matthew Welch: Absolutely. So, comparable information requires a standard way of measuring and calculating and reporting that information, and we have that for financial standards. What SASB brings is that same type of approach to sustainability standards because we know that what investors desire is information that is relevant, comparable and consistent and reliable when measured company across company, year over year.

Michael Torrance: The SASB standards themselves, they were issued in final form in the fall of 2018, I believe, which congratulations, by the way, that was a huge accomplishment. Can you tell me about the process that went into that? I understand it really has been an evolution over the last number of years with a lot of stakeholder consultation and focus groups. Can you just take us through what went into the release of that standard?

Matthew Welch: Yes. It was a big undertaking. The work really began in early 2012, as the first sets of standards were developed, the provisional standards. We released health care sector standards as our first set of standards, and we ended with infrastructure in Q1 of 2016. That whole process included extensive research to determine what issues intersected with producing evidence of investor interest and evidence of financial impact for companies, industry working groups that were convened and balanced between corporations, investors and subject matter experts like accountants and securities lawyers who weighed in on the likely materiality of the issues for companies in the industry, and then drafts of the provisional standards were put out for public comment. That was how the provisional standards were produced over that 4-year period, and, following that, we went into a year of deep consultation with hundreds of companies, many industry associations and numerous institutional investors to weigh in on those provisional standards. Where had we gotten it right? Where did they think something was missing? Where had they run into challenges with potential implementation of the provisional standard? Etcetera. So, that input led us to a series of proposed changes that our research team, under the oversight of our Standards Board, took a look at and identified areas to improve the standards, create more consistency and improve the implementability of the standards. So, those revisions were put up for a vote to the board in fall of 2018, and, as you said, that’s when we completed this process, made those revisions and moved from those provisional standards to the codified set of standards that’s out and available today.

Michael Torrance: And so, full disclosure, I’m actually a member of SASB’s Standards Advisory Group for the financial sector, and I know there’s a lot of ongoing work, despite the release of that finalized, if you will, standard, but the ongoing work of the advisory groups, as I understand, will continue to update SASB on a regular basis. Can you describe how that standard-setting process is going to continue into the future and how the framework will be updated?

Matthew Welch: Yes, and it’s terrific that you’re a part of our Standards Advisory Group, or the SAG, as we call it. Our board, Standards Board, that is, and the research team are very excited about this initiative to have this advising body, and, in fact, just earlier this week, we had a call with some of the SAG members to discuss some implementation tips and challenges. So, the SAG and this market engagement represented in the SAG will be critical to future updates to the standards. The feedback coming out of the group, the market views, will inform potential revisions and evolution of the standards in a number of areas. One area of focus that we know is certainly there is, over the coming years, we want to improve the global applicability of our metrics and some of the technical protocols. Already, we have amazing global interest and uptake in the standards where over half of the standards downloads come from outside of the US, and currently half of the companies reporting SASB standards are from outside the US, so that’s terrific that the global relevance is recognized, but we can do more to support companies who are using the standards and looking at the particular details of the metrics or the technical protocols, which, in most cases, are just fine across any jurisdiction, and, in other cases, we may find a metric that could be better used by the broad group of folks considering it.

Michael Torrance: You’ve spoken a little bit about the board itself and how you went through that standards process, but can you just elaborate on how SASB is organized and how the standards process is managed and who funds it, that kind of thing?

Matthew Welch: So, the organization is the SASB Foundation. It’s a single organization that has two important parts. The SASB Foundation Board governs the organization, sets the strategy, raises funds and oversees the work, but it delegates standards-setting authority, the process and content of the standards, to an independent standard-setting board. The Foundation Board appoints the members of that board and would hear any due-process complaints from the general public, but other than that, it’s really the Standards Board that does that work to develop a research agenda based on market input, consider changes to the standards and determine what goes in and goes out in terms of the standards.

Michael Torrance: And you get participant from issuers through the Advisory Group? Is that the primary way that issuers can contribute to that process?

Matthew Welch: Absolutely. That’s the most in-depth and high-touch way for issuers to be involved in the process is through the Standards Advisory Group. But of course, anyone, whether they’re seated on that group or not, has access to the process. All that we do is open to the public. Our Standards Board meetings, when we publish a research agenda, when we publish proposed changes to the standards, it’s all put out for public comment, and anyone, issuer, investor, et cetera, can weigh in to have that feedback considered by the board.

Michael Torrance: And you’ve mentioned this before, how SASB zeroes in on questions of financial materiality, which isn’t always the focus of sustainability disclosure. What would you say is the reason why that is an important focus?

Matthew Welch: And we define it as the financially material issues are those that are reasonably likely to impact the financial condition or operating performance of a company, and therefore those are the issues that are of most importance to investors, and that’s our main stakeholder. SASB, unlike many of the other sustainability reporting frameworks out there, seeks to serve investors, whereas many of the others consider other stakeholders like employees and customers, policymakers, civil society, so that’s an important differentiator. Investors have told us that they don’t always get all that they need from other sustainability reporting frameworks, although many are useful because, of course, SASB does not go beyond financial materiality, and some investors, particularly socially minded investors, do want a little more, and that’s fine, but all investors can agree on SASB as an important foundational layer for investment decisions related to ESG because all investors care about what will impact the financial condition or operating performance of the company.

Michael Torrance: Would you envision SASB replacing those other kinds of sustainability disclosure frameworks?

Matthew Welch: SASB does not expect to replace other sustainability reporting frameworks. We are focused on doing one thing exceedingly well, which is to identify in our standards financially material issues that are of interest to investors. But as I mentioned before, not all investors want to stop there. Some do care about issues that go beyond what would be financially material to the company. They care about impacts that a company may have on society that would never show up on a company’s balance sheet or income statement, and so other sustainability frameworks can provide that added view that SASB doesn’t and likely never will. I think also embedded in your question is something that we hear about a lot from the market, which says, “SASB, GRI, TCFD, CDSB, the whole alphabet soup of reporting frameworks, it seems like there’s a lot out there, and couldn’t we get to a simpler landscape?” To that, I would say it’s possible to get to a simpler landscape. I don’t think the answer is one exclusive reporting framework because different frameworks can serve different needs, but we do try to work together with these other standard-setters to identify points of commonality and points of difference to align where we can and perhaps harmonize over time. And so I do think it will get a little bit easier for issuers down the road as we can complete some of that work and as issuers and investors really show us what they want in reporting frameworks and what should continue.

Michael Torrance: One of the really interesting tools that I’ve used is the SASB Materiality Map, which compares disclosure topics across different industries and sectors to assess their potential for materiality. Can you describe what this tool is and how it was created and how it should be used by either issuers or investors?

Matthew Welch: The Materiality Map is a great point of entry to SASB for a lot of people. It’s one of the things that first helps them to understand the standards and see the whole system. So, on our website is where you find the Materiality Map, and it allows you to select a sector and then drill down to see a number of industries within that sector and determine, among our general issue categories, 30 mega issues related to environmental, social and governance factors, which ones manifest in that industry as likely material according to our standards, and which ones don’t. So, it’s a quick way to visually see where the issues lie, and you have good takeaways like, in the health care sector, you will find a number of social issues, which is, as you think about it, not too surprising. In the non-renewable resources sector, you’ll find lots of environmental issues and so on, but it’s helpful to take a broad look at the standards from this vantage point. You can also drill down into a particular industry and see the metrics that are related to each specific topic in the standards, so it’s a good way to browse and dive into the standards without necessarily downloading the PDF, which is a little bit lengthier and more designed for a company who is implementing the particular standard. So, the Materiality Map is a great point of entry for many people to understand the SASB system, but it’s also something that we find many people use as a tool going forward in filtering or screening sustainability issues in their work, so one thing we do is license SASB standards from the Materiality Map level down to a more detailed standards and technical protocol level for use by asset managers and tools creators in integrating into their analysis of investment decisions or in creating tools.

Michael Torrance: And another way that SASB defines what I think is called the universe of sustainability issues for sustainability accounting is in relation to some core topics like environment, social capital, human capital, business model and innovation, leadership and governance, and each of these is then broken down into a variety of subtopics. Can you tell me how this framework was defined and how did it factor into the development of the eventual SASB framework?

Matthew Welch: SASB defines the universe of possible sustainability issues through the general issue categories, as you said, and we then group those into five dimensions, which include environment, social capital, human capital, business model and innovation, and leadership and governance, and the definitions of the scope for each of the general issue categories can be found on our Materiality Map or on our website. Essentially, the categories underpin our conceptual approach to research and development of the standards. In all 77 industry standards, each disclosure topic would always map back on a one-to-one level to a general issue category. So, in the standards development process, our team took an evidence-based approach to researching the issues that emerged within that industry and then consulted with companies and investors to confirm their interest in them and the agreement with the likely materiality of the topics.

Michael Torrance: And another core part of SASB’s approach is to define materiality based on industries, and you mentioned this is how the Materiality Map works, and you use a classification system called the Sustainable Industry Classification System to facilitate that. Can you explain what this Sustainable Industry Classification System, or SICS, is and how it’s used?

Matthew Welch: Traditional industry classification systems tell just part of the story. They categorize companies by revenue, but companies with the same type of revenue segment may have very different sustainability profiles with different issues manifesting in each. For example, car rental companies and hotels might both fall into a travel and leisure revenue category, but the sustainability issues for each are very different, perhaps finding emissions in car rentals and water usage in hotels, for example. So, SICS, our industry classification, builds on and complements a traditional classification system by grouping companies into sectors and industries in accordance with a fundamental view of their business model, their resource intensity and their sustainability impacts.

Michael Torrance: One question that I’m often asked about SASB and how it should be used, and I’ve heard discussed, and sometimes there seems to be misunderstanding between investor expectations and what issuers are trying to do, is whether it’s intended for all metrics and other recommendations of a particular SASB industry standard to be used, and whether disclosure on every single recommendation is required before a company can align its disclosure with SASB. How should companies select how to disclose under SASB and decide what to disclose in using the SASB framework?

Matthew Welch: Great question, and it’s one that comes up a lot. The first step is to consider what industry or industries a company operates within. Some companies would be aligned with one SASB industry. Others, let’s take Apple for example, may operate in two, hardware and software for Apple, and so the company would want to look at those relevant standards. Within the standards, companies need to make their own determination of what is material to their business, and so we’ve done the work to identify likely material topics that should be considered, and many companies will find that most and maybe all are material to their business, but in other cases, they may determine that a particular topic doesn’t apply or isn’t material for their business perhaps because they’re structured differently than their competitors, or it’s a smaller segment of their business, or for another reason. So, compliance with the standard is really using the standard to make a company determination about what is material at the company and then reporting on those particular topics with the SASB metrics for the benefit of investors.

Michael Torrance: Okay. And SASB is referred to as a standard, and it operates as a standard. Other standards, like an ISO standard, for example, would be externally audited, so I’m wondering, is SASB intended to externally audited, or would it ever move in that direction, or might there be certification against the standard at some point?

Matthew Welch: SASB standards were developed with the audit profession in mind, with the idea that we needed to develop something that could serve as a suitable criteria for and at a station \{?\} engagement, and so the robustness and rigor that went into the standards development, the detail of the technical protocols for calculating the metrics is intended to serve as that suitable criteria for auditors. We’ve seen that some of those reporting SASB data to the market have sought assurance on some of the metrics in their reports, not necessarily all. This is really something that we think will be an ongoing communication between investors and companies. Do investors want to see assurance on the data and for which particular topics? As well as companies making the internal consideration of how confident they feel in the data. Have they put in place the proper internal controls, and do they want that external assurance that they have done so in their communication to investors?

Michael Torrance: Now, just in terms of the global scope, you mentioned that there are global issuers that are reporting under SASB. Of course it was conceived of and largely executed with a base in the US. There’s a lot of reference to things like Form 10-K in some of the supporting documentation, so I could see how some might perceive it as being a US-centric framework, but you said yourself that it actually is being used globally. So, what’s your view in terms of what jurisdictions could utilize SASB?

Matthew Welch: So, sustainability topics are global in nature. They don’t stop at the US border. The issues are relevant to industries, not to specific countries, so SASB standards can be used anywhere, and we find that they are used anywhere. You are right that we were originally founded to focus on publicly listed US companies seeking disclosure in SEC filings for the Form 10-K, 20-F and 40-F. That was a great focusing principle for us in the earliest years, and it got us going, but what we learned from engaging the market over the years was a couple of things. One, our standards downloads had always seen intense non-US interest, almost half, and today it is half of our downloads come from outside of the US. I’ll also say that one of our founding principles was publicly listed companies, and what we’ve learned also from engaging the market is there’s tremendous use across all asset classes, including private equity and fixed income. Investors of all types with all strategies want to evaluate a company’s long-term value creation in terms of its management of material ESG issues, and SASB helps them do that. And then, lastly, while our original focus was on disclosure in mainstream financial filings, and we still believe that’s an appropriate place for companies to communicate to investors, we recognize that many companies communicate sustainability information in other channels like a sustainability report or an annual report or an integrated report as well, and that that may change over time. So, SASB is now more neutral on this question of where the information should be disclosed. We really believe it’s up for the market investors to tell companies where they want to see the information and how they want to use it. We just ask, as do the regulators, that any disclosure to investors have the same set of rigor and governance and internal controls around the data collection and data reporting that you would have in a regulatory filing.

Michael Torrance: So, to project out 5 years from now, where would you see SASB in terms of its level of adoption and its use by investors?

Matthew Welch: So, the current rate of adoption among investors is good. They have not waited for SASB data to be in the marketplace for them to start using our framework to sift and sort the data that is reported and to come to investment decisions. We only expect their interest and engagement to grow over time. We expect that companies will increase, the number of companies explicitly reporting SASB metrics and calling them as such. Within this next couple of years, we expect to see over 500 major companies as SASB reporters issuing those SASB reports, and we know that many more companies beyond that will be including SASB metrics in their reporting as well, even if they don’t comply with the whole standard. And lastly, we expect to engage the world more effectively. Right now, we’re doing it from a home base in the US, but within 5 years, we would expect to have people in place in other jurisdictions to better engage those who have expressed an interest and want to take next steps with our standards.

Michael Torrance: Okay. Now, what would you suggest that investors do differently now that the SASB standard has been released, in terms of how they’re using the information, their engagement with companies and how they might integrate it into their investment decision-making.

Matthew Welch: I think the activities that they do actually don’t change from the period of provisional standards to codification. Investors are the early indicators here or the early adopters, and they have begun using SASB as a useful tool as each standard was rolled out. So, for them, they just update the content from the specifics that were in the provisional standards to what is in the codified standards. I think what changes for them is now that the standards are codified, they are making stronger asks of their portfolio companies to report this data to them because it is of interest. And right now, some of the company statements may be too general, too boilerplate to be decision-useful to investors, and therefore they’re going to want companies to report the data itself. That investor asks of companies, the engagement, is not just to report the data, although that’s a starting point. They want companies to acknowledge these issues and discuss their strategy for managing and improving performance on these so that risk is reduced over time and that the company sustains long-term value. Some of our tools, such as our engagement guide, can help investors to do that. It frames a number of sustainability questions based on the standards, and then for those who go beyond engagement and are digging deeper into integrating the standards into their investment process, as some already do and many more will, we can support them by licensing our framework for use in their process, and we have a number of good partnerships that have helped them to take those steps.

Michael Torrance: So, flipping to corporates then, especially for ones that maybe haven’t grappled with SASB, what would you suggest they do differently or do now that the SASB standard has been released in terms of considering how it might be integrated into their overall disclosure approach?

Matthew Welch: The first step, really, is for companies to engage with their stakeholders and, in particular here, their shareholders, their investors who have ownership stakes to better understand their needs and what are the issues that they want to know, and how do SASB standards align with those issues. Today, investors can obtain ESG and sustainability data on companies from a variety of third-party market sources which they use for investment and voting decisions, but we hear concerns that that data may be incomplete, that it may have estimated values. Companies themselves, when they see it, sometimes say, “Well, this is wrong. This is an out-of-date metric,” or, “How did they come to that conclusion?” So, what companies can do is to start to tell their more-detailed sustainability story better to their investors, and SASB is an important way to do that. So, it starts by determining which stakeholders companies want to communicate to, what do those stakeholders want and need. For investors, they want information on material sustainability information, and SASB can help with that. And then understanding the best way to deliver it to those investors, and in some cases, that might be integrated into the annual report or perhaps their regulatory filing. Some have done standalone investor-focused SASB reports, and others have dropped a SASB table into their sustainability report. It’s really a dialogue between the company and its investors.

Michael Torrance: So, looking at 2019 then, what trends would you say would be most important for both issuers and investors to monitor in relation to SASB?

Matthew Welch: So, large institutional investors are pretty firmly now in the ESG camp. Increasingly, they see it as an important risk factor for all investors and all types of companies, and so, accordingly, companies will need to make better disclosures and better tell their story of how they are aware of these issues and how they are managing them. While there might be some variation in which ESG factors are of most interest to each investor, all investors care about the financial performance of a company, and they praise SASB standards for helping them to identify that.

Michael Torrance: So, do you have any concluding thoughts, Matthew, on sustainability and what it means for business?

Matthew Welch: The past 2 to 3 years have seen really an explosion of interest in and use of ESG data to make investment decisions. We’re at the early days of this practice, and the data needs to get better, but SASB standards are part of the answer in helping for that to happen. What we look forward to at SASB is when this really isn’t a new practice anymore, when sustainability management is just business as usual, when you think about sustainability issues in the context of risk management. And in the same way, ESG investing will someday just be considered smart investing. It’s just one of the many things that you look at when fully evaluating a company.

Michael Torrance: Very good. So, if people wish to get in touch with you and learn more about SASB standards, how should they do so?

Matthew Welch: We would love for people to visit our website at www.sasb.org. People can also email us at info@sasb.org to get in touch, ask a question, et cetera, and we would love to engage all stakeholders who have an interest in our standards and help them to take next steps.

Michael Torrance: Thank you very much for your time, Matthew.

Matthew Welch: Absolutely. Thank you.

Michael Torrance: Thanks for listening to “Sustainability Leaders.” This podcast is presented by BMO Financial Group. To access all the resources we discussed in today’s episode and to see our other podcasts, visit us at bmo.com/sustainabilityleaders. You can listen and subscribe free to our show on Apple Podcasts or your favorite podcast provider, and we’ll greatly appreciate a rating and review and any feedback that you might have. Our show and resources are produced with support from BMO’s marketing team and Puddle Creative. Until next time, I’m Michael Torrance. Have a great week.

Legal disclaimer: The views expressed here are those of the participants and not those of Bank of Montreal, its affiliates or subsidiaries. This is not intended to serve as a complete analysis of every material fact regarding any company, industry, strategy or security. This presentation may contain forward-looking statements. Investors are cautioned not to place undue reliance on such statements as actual results could vary. This presentation is for general information purposes only and does not constitute investment, legal or tax advice and is not intended as an endorsement of any specific investment product or service. Individual investors should consult with an investment, tax and/or legal professional about their personal situation. Past performance is not indicative of future results.