Many people may believe that, from a corporate reporting point of view, investors are a fairly straightforward stakeholder group to cater for – this is no longer the case. A whole host of non-financial measures are quickly rising up the agenda, putting investors under pressure from society and regulators to look for evidence of longer-term value creation.
In fact, investors now want to see a wider range of reporting measures than most other stakeholder groups because they are increasingly coming under pressure from asset owners to improve their environmental, social and corporate governance credentials. They want to see how organisations are addressing the demands of policy makers and regulators, customers, the workforce, suppliers and our world (i.e., the environment, society and the community). Investors also want to see more non-financial information such as environmental (climate change and sustainability), social impact (human rights) and governance (succession planning, culture and values). By better catering to these stakeholder groups, organisations will be able to demonstrate the value they are adding, which will help to restore trust. There is evidence that it is also good for business.
The impact of regulation
This change in focus is also being driven by regulation. In July 2018, the FRC published the UK Corporate Governance Code. It places greater emphasis on engagement between companies, shareholders and stakeholders, promoting the importance of establishing a corporate culture aligned with company purpose, business strategy and one that promotes integrity and values diversity.
In 2019 the FRC revised the 2012 UK Stewardship Code to create the ‘2020 UK Stewardship Code’. This code heralds a major step forward in responsible investment. The FRC requires new Stewardship Reports to be reviewed and approved by the asset owner and the asset managers’ governing body and signed by the Chair Chief Executive, or Chief Investment Officers. Investor behaviour is changing rapidly as a result, with a marked increase in collective engagement across the investor community, as encouraged by the new code. Investors are also now required to report on specific engagement activities and outcomes, leading to more robust demands on the companies they invest in.
The new code also requires investors to formally integrate ESG factors into investment decision-making – a new expectation aligned with a new definition for stewardship that links the allocation of capital with the creation of sustainable benefits not just for clients, but for the economy, the environment and society as well.
Obligations & considerations
These obligations extend to all asset classes – beyond listed equity – and to investments outside of the UK. Companies can therefore expect investors to engage more dynamically across a range of priorities that impact a growing pool of stakeholders.
As a result, there are some questions that boards need to consider and need to be able to answer such as:
- How will you use heightened scrutiny from investors to enable long-term value creation?
- What risks and opportunities will arise due to more collaborative engagement with investors?
- How will you demonstrate what actions your organisation is taking in response to more robust investor expectations?
In answering these questions, you will need to take into account that different types of investors will have varying agendas. Typically, company boards will need to consider both institutional investors or shareholders as well as private investors in their non-financial reporting. Whilst major institutional investors might have significant influence on investee company boards (e.g., due to majority ownership), groups of private individual investors have also been known to exert significant pressure on boards to address, for example, excessive levels of executive pay.