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2022 | Buch

Investor Relations and ESG Reporting in a Regulatory Perspective

A Practical Guide for Financial Market Participants

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Über dieses Buch

Investor Relations and ESG Reporting in a Regulatory Perspective is a comprehensive and detailed practical guide for financial market participants, focusing on the stock market, written for practitioners by practitioners. The main themes of the book include the challenging integration of investor relations (IR) and the non-financial reporting of environmental, social and governance (ESG). Further, the book provides a comprehensive overview of the complex regulatory framework of the European Union (EU) related to the financial markets, including the expected global trends in this area. This includes financial legislation such as MiFID II, MiFIR and MAR along with non-financial legislation like the EU’s taxonomy, CSRD and SFDR. In addition, this book explores the non-financial reporting standards of GRI, TCFD, CDSB, IBC, SASB, IRRC and the upcoming ISSB, and discusses the UN’s Sustainable Development Goals (SDGs). In addition, the book provides a practical guide regarding IR in special situations, e.g. in connection with takeover response manuals, M&A, investor activism, initial public offerings (IPOs), as well companies’ collaboration with e.g. investment banks and corporate finance advisers, financial PR and IR advisers in such situations. The suggested audience of the book includes board members and senior management of in particular listed companies, and companies considering an IPO; professionals working in the fields of IR, ESG and communications; institutional and retail investors; private equity executives; venture capitalists; investment bankers; legal practitioners; accountants and auditors; financial journalists; and politicians. Finally, university and business students may benefit from an insight into the dynamics of the financial markets and the direction they are moving, a possible inspiration for choosing a future career.

Inhaltsverzeichnis

Frontmatter

The Financial Markets: An Overview

Frontmatter
Chapter 1. The Benefits and Drawbacks of a Stock Market Listing

In this chapter, we briefly highlight the underlying dynamics of the financial markets to uncover how to practice best-practice investor relations (IR) and how it can create value for anyone without a distinctive background in finance, and to uncover the main benefits and drawbacks of a listing. Our intention is to provide an overview as most board members, members of the senior management, founders, shareholders of companies, and IR representatives, are practitioners with distinctive backgrounds.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 2. The Formation of Stock Prices

In this chapter, we explain the formation of stock prices. In real life the intrinsic value of a stock is unknown. Therefore, an investor must include the appropriate factors and uncertainties to estimate the cash inflow and outflow, and the discounting factor. As a result, fundamental investors attempt to understand a business to determine roughly how they will perform in the next 10–30 years by setting assumptions of how competitive forces can shape the company, as well as what the demand of the company’s products and services will be, including the company’s ability to perform throughout a business cycle. Fundamentally, the more disparities there are in the aggregated assumptions of the investors, the more shares of companies are traded, and the more stability of assumptions, the fewer shares are traded. All stocks have a daily volatility level, which is irrelevant for IR, as it cannot be tampered with. A relatively higher volatility is typically the result of an increased uncertainty in the financial market about a company’s future. However, best-practice IR can provide significant value to a company in terms of added market capitalisation in the event that a company’s volatility and risk premium is reduced.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 3. Ethics in the Financial Markets: Why a Solid IR Framework Is Key

In this chapter, we describe how good IR can mitigate a risk premium. It is in the company’s interest to provide the financial markets with relevant and transparent information on factors that allows the financial markets to estimate an intrinsic value which is more in-line with the company’s view, and thus price the company’s shares accordingly. However, it is essential for company representatives to distinguish between information that is acceptable and non-acceptable to disclose. A company may provide granularity and deep-dive thoughts into the competitive markets and explore the factors that determine the share price. However, the company may not selectively share price sensitive, non-public information with the market participants. Such information includes information that a reasonable investor would consider important in making an investment decision.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 4. Understanding Valuation Methodology of the Financial Markets

As the company seeks to diversify its investor base, it is essential to realise the different approaches applied by the investors. In this chapter, we outline how established investors either assume efficient markets to be weak or to be semi-strong. The semi-strong oriented investor sees some share as priced correctly and others incorrectly relative to them. The investor considering weak efficient markets attempts to find fundamentally mispriced shares. The first can be defined as “top-down” and the latter as “bottom-up” investors. The company also dictates the method, as a bottom-up valuation method of discounting future cash flows (DCF) to today requires stable and positive future cash flows to arrive at a realistic estimate. This is mainly relevant for so-called value companies, whereas growth companies focus on growing their top-line and market share penetration, with less focus on earnings and cash flow.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 5. Integrating ESG in Equity Research

Sustainable investing integrates and includes ESG factors in the investment decision. In this chapter, we explore the underlying themes behind ESG, which has been a main investor topic throughout the twenty-first century; however, the integration in a tangible framework is growing fast. Today, there is no international common approved standard for preparing sustainability ratings and analysis. As a result, these are harder to derive and often at a poorer quality compared to traditional financial data. Given the often relatively poor standard of ESG-related data, the aggregated financial community seems not yet to have fully embraced tangibly sustainable investing altogether; however, this is currently changing at a very fast pace on an international basis, which we explore.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 6. Valuation Methodology from the Perspective of Different Investor Types

Different types of investors apply several different valuation methods. Typically, the more established an investor is, the more dedicated resources, time, skills and efforts they apply to understand in detail the companies in their portfolio and target investments. This chapter studies typical institutional investor and bottom-up investing as opposed to the typical retail investor who often applies the top-down methodology. We explore the two main types of investor groups for equities, institutional investors and retail investors. Any company should strive for a balanced investor base to achieve the lowest possible risk premium because investors have different risk profiles, investment mandates and wish lists to determine which companies to invest in. Different investor types have different investment strategies. Institutional investors are dictated in the investment mandate stipulated in the public prospectus typically offered to their existing and potential investors. Retail investors are more flexible and can apply a combination of the strategies depending on the market opportunities that they find. We believe that investment strategies are likely the most researched in finance; therefore, we also highlight the most significant types.

Poul Lykkesfeldt, Laurits Louis Kjaergaard

The Participants of the Financial Markets

Frontmatter
Chapter 7. Understanding the Financial Markets’ Stakeholders and Their Motivation

We provide an overview of the financial community, which is comprised of, e.g. investors, equity analysts, brokers and investment bankers. In addition to the market participants piecing together information by finding data points and ideas, they discuss them with other market participants to sense the market consensus and how to use new information to undercover an information advantage. As relying on and discussing information is essential, financial markets relations are socially structured. That means that the decision on the value of an asset requires social coordination and consensual validation. We have discussed that share prices are far more volatile than explained by movement in their intrinsic value; therefore, shares are priced according to fads and fashions among investors. This also explains the unpredictable nature of securities. As a result, it is crucial to understand the actors, or stakeholders, of the financial community and what their fundamental roles and motivations are.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 8. Understanding the Role of Institutional Investors

In this chapter, our focus is on the buy-side as institutional investors. These are primarily professional institutions and individuals with significant capital under management. We discuss the role and motivation of portfolio managers (PMs) in tier 1 and tier 2 functions, buy-side equity analysts and other investor groups, including private equity and proprietary (prop) trading. PMs are defined as professional investors who typically represent a particular investment fund with assets under management (AUM) backed by the significant means of capital handled by pension funds, banks and independent funds. In any function, higher performance results in an increased level of responsibility. PMs use a combination of equity analysts, buy-side analysts and industry experts to support their daily work.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 9. How to Communicate with Retail Investors

In the past, retail investors were not looked particularly favourably at by companies. Despite a relatively large share of equity ownership, strong market power and positive contribution to market liquidity, their decentralised nature made it difficult for companies to manage expectations and communicate with them. In addition, as they typically buy and sell shares more on news and sentiment rather than fundamental valuation, it means that they play a role in the determination of a company’s risk premium or discount. In the aftermath of the global financial crisis of 2008, and a higher distrust of the financial systems followed by lower interest rates, more retail investors have managed their own money. Combined with the surge of usage of social media, this led to a more robust investment culture among retail investors and, we believe, has become more sophisticated as an investment category. We explore social media and the way that retail investors can share news, valuation assumptions and investment perspectives more efficiently, leading to the participants’ ability to piece together information, and this way attempt to identify information advantages. This may be compared with the traditional relationship between institutional investors, equity analysts and brokers.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 10. The Sell-Side/Equity Analysts, Brokers and Corporate Access

In this chapter, we explore the role of investment banks. Inherently different to retail banking, investment banks only work with professional investors and companies. In general, an investment bank generates two sources of revenue defined as primary and secondary sources. Primary sources are fees collected related to corporate finance-led activities (based on advisory activities). A well-rounded corporate finance department typically operates within three segments: equity capital markets (ECM), debt capital markets (DCM) and mergers and acquisitions (M&A). It assists raising capital to companies from financial instruments such as issuing equity or bonds and provides advisory services. With a high level of sensitive information in their possession, investment banks are highly regulated. Therefore, an investment bank must have strict compliance procedures in place. In addition, the investment bank has various virtual barriers of information flow (known as “Chinese walls”) to block the exchange of information between departments, potentially resulting in conflicts of interest that could result in unethical or illegal business or other activities. This chapter provides a detailed overview of the internal relationships, collaborations and information flows within an investment bank.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 11. Corporate Finance Advisers

Corporate finance advisers are widely used by companies. This chapter describes the relationship in detail. We also provide a practical framework when dealing with corporate finance advisors to efficiently negotiate, select, coordinate and manage advisory processes. The company’s Chief Financial Officer (CFO) has the primary contact with a corporate finance department. In particular, larger listed companies regularly receive inquiries from corporate finance advisers from domestic and foreign investment banks about ideas and proposals for transactions. Other companies automatically choose their regular investment bank to solve a specific corporate finance task, although the trend is definitely to have several corporate finance relationships. Listed small-medium enterprises (SMEs) usually have practical experience with corporate finance advisers from their initial public offering (IPO) or a subsequent increase in their share capital. They may also have completed an M&A transaction. There is no doubt that collaborating with corporate finance advisors can be lucrative and profitable for a company. Most companies are inexperienced in negotiating fees with corporate finance advisers and are not fully aware of its alternative options. Therefore, we provide some helpful insights as how to understand their business model.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 12. Considering the Role of Non-financial Markets Stakeholders

In addition to considering the stakeholders of the financial markets, listed companies should also consider how they communicate and position themselves towards non-financial stakeholders. We have entered the “information age” where today information is alive. For obvious reasons, for any company, it is essential both to the company’s stakeholders and to map the issues relevant versus all the company’s stakeholders. On this basis, the company may develop an issues management contingency. In addition to the more perhaps traditional stakeholders and issues, a company is also well-advised to consider historically overlooked matters, which today is top of the agenda. Not taking these issues seriously may have severe repercussions by society and overall social sentiment towards a company. In addition to hurting social sentiment and increasing the risk premium of a company’s shares, a company can also damage its standing towards suppliers and customers and thereby their profitability. It is, therefore, also in the interest of investors that a company has a comprehensive mapping of its non-financial markets’ stakeholders.

Poul Lykkesfeldt, Laurits Louis Kjaergaard

Major Legislation Themes Related to the European Financial Markets

Frontmatter
Chapter 13. How Is Legislation Implemented on the European Financial Markets?

This chapter discusses the most relevant regulatory themes within the legal framework of MiFID II (like FINRA in the US), MiFIR and MAR. These regulatory themes are extensive and vast. It is our ambition, in this chapter, to provide an overview of the most profound current and coming regulatory framework relevant for financial markets practitioners and their daily work, and to highlight some of their key attributes relevant for the market participants. This includes providing vital cornerstones and how professionals operate within the regulatory framework to both secure that relevant legislation is fully complied with and at the same time conduct efficient IR for the benefit of the financial markets’ stakeholders.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 14. Learning from the Impact on Financial Markets of Recent Legislation

The past decade’s regulatory wave has had profound effects on investment banks. They have faced decreasing income but also increased costs, effecting their historic very lucrative margins. We believe it is essential for the IRO to understand the situation of one of their most important stakeholders, i.e. the investment banks, to navigate how to collaborate with them. In addition, we believe it is reasonable to assume that further legislation with new and amending requirements will continue to be introduced. The core objectives dictated by the EU treaties will be the same of protecting investors, promoting fair financial markets and harmonisation the investment market. This chapter provides an overview of the practical impact of the regulatory framework on the traditional financial markets.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 15. How to Optimise IR Within the Existing Legal Framework

We explore how to optimise IR given the transforming financial markets. The consumption of buy-side research consumption has decreased. Yet, the industry seems to have mitigated the effects in large cap companies by reducing their attention to SMEs. Therefore, the clear losers of MiFID II are the SME companies that have realised a worsening price efficiency, higher bid-ask spreads, lower research attention and higher volatility. In addition, MiFID II is concrete on investor classification that the investment bank must have a clear onboarding procedure of its clients and need to make sure that they receive information appropriate to their classification. Marketing is not subject to investor classification, because it is not deemed investment research. This allows the investment bank to be in a unique situation because it can leverage its brand and quality of its analysts to publish marketing material on behalf of a company to both its onboarded professional clients and the general public. Particularly for SMEs, the IRO has three methods to mitigating the adverse effects of MiFID II: commissioned research, commissioned corporate access and digital IR which typically also come at a cost.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 16. The New Wave of ESG Regulatory Framework

Through corporate social responsibility (CSR), most companies and investors have already embraced sustainability, and increasingly, this megatrend will underpin all future legislation. However, even though commitments are high, and sustainability is included in all newly announced strategy updates from companies, it seems that few have sincerely considered or implemented the reporting and regulatory aspects of sustainability. In December 2019, the EU presented its green deal framework. This was the beginning of a long journey to implement legislation and a policy response to contribute to a carbon-natural EU society by 2050. In the wake of the COVID-19 pandemic, the green deal adapted to include the recovery and resilience plans to stabilise the EU economy and invest and mobilise ~1 trillion euro (1.1 trillion US dollar) to support sustainable investments between 2021 and 2027 to ensure a green transition. As a result, EU regulators have passed regulation on coined taxonomy, CSRD, SFDR and amendments to MiFID II.

Poul Lykkesfeldt, Laurits Louis Kjaergaard

Achieving a Fair Valuation of the Company Through Best-Practice IR

Frontmatter
Chapter 17. The IR Function

In this chapter, we explore in detail the function of IR. IR is an essential part of a listed company’s integrated internal and external communication strategy. IR is not only about marketing a company towards investors, but it is about strategically managing relationships with internal and external stakeholders in need of information. The interaction between these communication areas is touched on in this chapter, but the focus is on IR. It is also important to note that even though a company has a specified IRO, but best-practice IR must be performed on a listed company’s senior and managerial levels. The IR’s primary role is to provide the financial community with the necessary tools and information to fairly price the company’s shares (and bonds). It is not the function of the IRO to achieve the highest absolute share price but the fairest share price relative to the intrinsic value.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 18. Deciding on IR Ambitions and Its Success Factors

Considering success factors of IR is important to decide on the level of ambition within IR. The basics of IR should be in place, i.e. clarification of ambition level, internal organisation and division of responsibilities, the extent of senior management’s involvement, handling of corporate governance-related matters, IR policies and the interaction between IR and the company’s other internal and external communication. Before a company can start working with IR, some clear conditions should be in place. Once this foundation is established, the company must plan the IR activities for the next one to two years. After this, the company is ready to execute—and hopefully excel.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 19. IR Within the Organisation

In this chapter, we explore that if a company via good IR can remove just 1 percentage point of risk premium in a company’s share price valued at 1 billion euro, this equals a rate of return on IR of 10 million euro. Therefore, the investors, thereby the board of directors, should have a clear interest in the strategic decisions and KPIs for the IRO. Good corporate governance involves the principal agency theory, in that the senior management (“the agent”) and board of directors (“the principal”) have asymmetric information; both functions act to maximise their utility, their goals are not always aligned. The agents tend to be more opportunistic. Therefore, the board of directors also has clear benefits of utilising the IR function. However, a short-term CEO may be less transparent towards the board of directors, as they are his employers. Having a stable connection between the IRO and shareholders, better allows strategic and shareholder transparency, which satisfies current shareholders to a greater extent.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 20. IR’s Responsibilities of Implementing Policies and Planning Ahead

The IRO has a clear role in planning senior management’s calendar to best prioritise its time talking to the financial community. Besides the ad hoc meetings and roadshows, it is common to meeting investors and equity analysts following the announcement of quarterly reports. The main objectives are to communicate the equity story, manage shareholder expectations and constantly seek to increase coverage from equity analysts. This chapter also discusses how to produce an Aide Memoire, IR plan, IR policy, keeping up to date on disclosure requirements, along with setting financial guidance and operational objectives.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 21. IR Tools to Engage a Company’s Stakeholders

The IRO should have a clearly defined role in an organisation with a specific purpose, ambition level and responsibilities—and one who leaves an overall good impression with the financial community. Therefore, an IRO should be engaging and should have daily availability to the financial stakeholders, as well as answer basic questions satisfactorily. All comments and questions from investors and equity analysts should naturally be taken seriously, and answers to pending enquiries should be returned quickly. This chapter discusses the practical engagement and IT tools available for the IR function to communicate with its stakeholders. This chapter discusses Q&A materials, annual report, quarterly announcement and trading statements, investor presentations and meetings with financial stakeholders along with perception studies.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 22. Managing the Expectations of the Financial Community

The more transparent the management is, the lower risk of high volatility and deviation from the market consensus estimates the company will experience. The company should be aware of its competitive environment when make information public, but a high level of transparency, in general, portrays credibility and confidence on behalf of the company. Management should not provide detailed numbers on all topics but can provide ball-park numbers to underpin management’s statements and thoughts. However, it is also worth noting that once the company has decided to communicate at a certain level of detail of information, it is difficult for a company to reduce its transparency later. This chapter discusses managing expectations and communicating with equity analysts and different types of investors.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 23. Embracing the Digital World of IR Activities

The technological revolution has allowed unprecedented availability of investor information, data and insights on a wide range of industries and companies. In addition, selected digital platforms facilitate contact between companies and retail investors. This means that a company may communicate directly to its retail shareholders. This has allowed companies to increase their shareholder communication towards retail investors like never before. Companies have begun to embrace digital IR. It should be clear from this book that it is our view that the scope of IR is wide-ranging and that the clear purpose of good IR is to achieve a fair value of the share price.

Poul Lykkesfeldt, Laurits Louis Kjaergaard

IR in Special Situations

Frontmatter
Chapter 24. Preparation of Difference Types of IR-Related Contingencies

This chapter dissects how a company and its IRO can prepare and develop different types of contingencies and how to act in special situations. Special situations are considered unexpected events, like takeovers, crises and sector-specific situations. To prepare and mitigate for these situations, a company is recommended to develop a crisis communication contingency (CCP), an issue management contingency (IMC) and a takeover response manual (TRM) (historically known as “defence bibles”). For stock market-related events, the responsibility typically rests with the IRO, while for non-stock market-related events, the responsibility typically rests with the communications department.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 25. Developing a Takeover Response Manual

Takeovers are widely used in the financial markets and an unprepared company may well get into real trouble. Back in the 1980s, unsolicited offers on companies were referred to as “hostile” takeovers or bids. For most companies, a takeover is the special situation most likely to occur. The work of preparing for a takeover can vary in scope, and it is up to each company to decide how extensive and resource-intensive the project work must be. There is, of course, the “all-mentioned nothing-forgotten” version, but the company can also obtain a lot with a more limited but very focused work. This chapter provides a practical framework as to how to pre-prepare for takeover situations.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 26. Valuation in a Takeover Situation and Strategic Alternatives

This chapter explores how a company in a takeover situation can involve other external advisers (e.g. investments bank, lawyer, accountant and IR & financial public relations (PR) consultants, proxy adviser). For example, some elements may receive helpful advice from, e.g. an IR/communication advisor, corporate finance and legal. These situations include shareholder activism, M&A and other crises, where expert assistance is needed in the given situations. The work should typically be structured in a steering group and several working groups. An investment bank’s corporate finance usually works as project work that can coordinate with legal, senior management, and finance and directly with IR. Specifically for legal counsel, they assist a company in issues related to regulatory character or in case crucial external information liability is responsible.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 27. Shareholder Engagement and Monitoring Market Activity

The board of directors must look after the interests of all of the shareholders of the company. This chapter explores how the IRO can facility a proactive shareholder engagement in the company. The board of directors may thus not oppose an offer for the company’s shares if this offer is in the interests of the shareholders and the company. Whether this is complied with in practice in all cases can be discussed. It has been seen that some companies, e.g. companies controlled by a foundation, a family or another major shareholder, have prioritised interests that are not necessarily in line with those of minority shareholders, which usually prioritise the highest share price. In some cases, this may lead to an intervention of the stock exchange or the local financial authorities. Finally, the concept of good corporate governance is dealt with in this chapter.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 28. Investor Activism

The financial markets are getting more global by the day, assisted by relevant regulatory framework from one continent being fully or partly adopted by other geographical continents. As to preparations, actions and contingencies recommended to companies, some elements are similar to our listed recommendations set out under preparation of takeover response manuals, e.g. the company’s and IRO’s role, shareholder engagement, and the use of external advisers.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 29. The Company—Before, During and After an IPO

We provide insights into the IPO process from the perspective of IR. An IPO process, once decided by the board of directors, typically starts with either the appointment of an IPO adviser, or a financial adviser—both following a structured beauty contest. The total IPO team does not typically differ from the team related to a public takeover situation. In this chapter, we touch upon the process in connection with an IPO. The review intentionally takes place at a very consolidated level with a view to point at just a few issues of expected interest of a company which is about a process without any prior experience or considers an IPO.

Poul Lykkesfeldt, Laurits Louis Kjaergaard

Embracing Non-financial/ESG Reporting

Frontmatter
Chapter 30. The Origin of ESG

Society has witnessed a fuelled focus on social awareness, social justice, environmental impact and economic marginalisation in the past decades. Likewise, investors, equity analysts and senior managers have demanded and attempted to measure a company’s ESG or non-financial profit. This includes the company’s exposure and effects factors, including ESG factors. These factors essentially consider the total cost of doing business and the greater good that a company provides. In this chapter, we provide an overview of the origin and history of ESG and social awareness on the financial markets.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 31. Stakeholder Capitalism and Sustainable Leadership

Global investors are already embracing ESG, and this is expected to accelerate because of SFDR and the amendments to MiFID II. Institutional investors will be obligated to report on non-financial data and considerations. To attract a sustainable inflow of capital in funds, the financial community will assist other stakeholders in mobilising non-financial reporting. The more transparency on the topic, the more (negative) focus will be on companies with inadequate non-financial disclosure practises and their approach to sustainable leadership. If a company has a limited focus on non-financial reporting, we will argue that, especially in light of SFDR, such a company will eventually dry out its access to new capital from the financial markets.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 32. Institutional Investors Are Embracing ESG Strategies

It is yet not clear how non-financial reporting can completely be integrated and all the practicalities surrounding ESG. However, we explore the different methods in this chapter. Responsible investing is more straightforward and can be separated into ethical investing and sustainable investing. The two methods are similar, as investment decisions are based on non-financial reporting factors. In a way, it judges a company more intensely on corporate governance and influences its non-financial reporting standards on an investment level. Major institutional investors and regulators have embraced ESG development with the framework from the early pioneers. As a result, we see a highly established field that all companies must seriously consider. To illustrate various phases of major institutional investors’ views on ESG development for the past decade, we have outlined the communication development of the largest asset manager in the world, BlackRock and the world’s largest investment fund, Norway’s sovereign wealth fund.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 33. Consideration Sustainable Finance Disclosure Regulation (SFDR)

The impact of the SFDR (and the associated amendments of MiFID II) on the buy-side industry and the synergies with a company’s taxonomy reporting obligations are highly relevant to understand for the IRO. SFDR applies to all EU investment firms and alternative fund managers. It aims to protect end-investors of funds and limit the use of “greenwashing”. A “comply or explain” approach necessitates all EU institutional investors (and investors marketing to EU investors) to make several sustainability-level disclosures at an entity and fund level (including funds and sub-funds). PMs, private equity (PE) managers and other asset managers must have outlined and implemented ESG policies and considerations in their investment strategy and categorise their funds as so-called article 6, 8 and 9 funds depending on their level of ESG integration.

Poul Lykkesfeldt, Laurits Louis Kjaergaard

The Framework of Best-in-Class Non-financial Reporting

Frontmatter
Chapter 34. Implementing Taxonomy

EU countries and governments already make estimates of carbon footprint and other ESG criteria to determine a country’s green economy. Different data sources are used, like administrative data, telephone calls and regular production surveys, and many companies provide data at a very detailed product level, i.e. bottom-up. The taxonomy framework should assist in overall transparency by having the company’s report the necessary data themselves and determine what sustainable economic activities is. In addition, it allows transparency for companies to report net-zero emission ambitions on different layers of their supply chain (so-called scope 1, 2 and 3). Taxonomy is implemented in three stages: identify economic activity, determine eligibility and report KPIs.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 35. Implementing Non-financial Reporting Standards

It is a challenge combining the technical standards of taxonomy with a non-financial reporting framework. This is especially evident, given the missing harmonised principles of non-financial reporting—along with a fragmented market for ESG rating services. It therefore remains a complex topic for the financial community and the IRO. Finally, the company must decide to implement a methodology. It should be clearly outlined, defined and explained in the disclosure. We provide practical implementation considerations to do so.

Poul Lykkesfeldt, Laurits Louis Kjaergaard

Preparing the Company’s First ESG Report

Frontmatter
Chapter 36. For the First Non-financial Report: A Checklist to Get into Gear

Strategically embracing non-financial reporting and stakeholder capitalism comes from the top-down, recognised by the UN Global Compact (UNGC). Therefore, senior management and the IRO must have the board of directors to formally take the initiative and to set the ESG agenda. Before commencing on designing metrics and targets based on taxonomy and CSRD of relevant principles, the company needs to identify the most appropriate framework. The annual report is the most critical IR tool for any IRO. It should be the foundation of investor communication and the most essential source for the financial community to receive complete and comprehensive information.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 37. The Importance of Mobilising ESG with Incentives

People respond to incentives, which we explore in this chapter. It is evident that ESG must be integrated into the business strategy and not only be an independent focus area. Therefore, the employees that serve as the company’s most important stakeholder must be involved in a successful implementation. With an integrated strategy, the company is also recommended to have a balanced business scorecard that relates to both the financial and non-financial priorities. Today, we suspect most variable remuneration is based on reaching financial quantitative targets. There is a common phrase within incentive structures: “You get what you measure”, i.e. if a company only decides to track and incentivise on revenue performance, then sales of the company will likely go up. ESG incentives are like traditional incentive measures; they should support and reinforce strategy and direction. As a result, the IRO should embrace relevant ESG goals and objectives and consider a company’s quantification of specific ESG issues.

Poul Lykkesfeldt, Laurits Louis Kjaergaard

Aiming for Best-in-Class ESG Reporting

Frontmatter
Chapter 38. Taking Already Implemented Non-financial Reports a Step Further

A company should strive to deliver solid and transparent financial and non-financial performance while having a best-practice IR approach and a coherent equity story. If this is successful, then a company is expected to have a lower risk premium, lower its cost of capital and find it easier to raise new capital. The IRO should strive to establish a clear equity story between its strategic and operational aspirations and its financial reporting. As well as considering the role of other stakeholders, the IRO should strive for similar considerations in connection with the non-financial reporting. Today, this is considered the most significant challenge of any IRO. We discuss how asking relevant questions is the first way to begin change and how to draft a non-financial reporting policy. In addition, we provide a detailed assessment of how the service-giant ISS Group practically integrates ESG in its overall strategy.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 39. Encompassing ESG Rating Agencies

All countries and even major companies have credit scores dictated by the institution’s payment history, outstanding debt, credit history length, credit mix and the pursuit of new credit to discover the company’s ability to make future payments. Unfortunately, there is no formal ESG score today and the market for rating agencies remains fragmented—with financial institutions, namely MSCI and Sustainalytics, attempting to gather tangible data to issue ESG scores. Writing about ESG and non-financial reporting standards is no longer enough. It is all about meaningful non-financial reporting. This includes quantitative figures with integrated granularity on the company’s plans to accomplish. It is an area on which the IRO, management and the board of directors should focus significantly. Financial reporting remains the most important information source for an investor.

Poul Lykkesfeldt, Laurits Louis Kjaergaard

Future Trends of Financial and Non-financial Reporting

Frontmatter
Chapter 40. Best-Practice IR is About Being at the Forefront

ESG reporting is more profound than a side project and must be inherently integrated in the company’s managerial level and general approach to doing business. In this chapter, we outline how the world is lagging behind the SDGs, the Paris climate agreement’s goal of carbon neutrality by 2050 remains ambitious and greenwashing, and window dressing remains challenging to combat. Compared to the Paris climate agreement’s “well below” 2 degrees Celsius target by 2030, the climate action tracker currently estimates 2.7 degrees Celsius with current policies. If the target of 55% emission reduction by 2030 is achieved, then 2.4 degrees Celsius is more realistic and optimistically 2.1 degrees Celsius if all submitted targets are met. This is a major challenge for the world that requires action from all stakeholders—and we discuss how a company should not fear the future of sustainability, but embrace it.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 41. Is the Next Decade Scary or Exciting?

Stakeholders, the investment community, policymakers and companies are increasingly looking at ESG factors to compliment the profit-driven motive, which we explore in this chapter. The criticism of capitalism and the profit-driven agenda is not new. We do not enter a political and sociological debate on the development of economics. It is noted that capitalism’s fundamental and useful critique has been championed by Karl Marx, David Ricardo and more recently, Thomas Piketty. Yet, capitalism and the financial markets have been tremendously adaptive and flexible to societal and technological advances for the past century. In this chapter, we discuss the beyond-GDP debate and the megatrends that companies should consider when embracing the next decade of sustainability requirements.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 42. Postscript

Based on our research and the writing of this book, we provide in the postscript a summary of our thoughts on the topic of ESG and non-financial reporting, which also include our personal conclusions on the overall topic.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 43. Summary of Facts and Best Practice

For the convenience of the reader, we provide in this chapter a consolidated summary of facts and best practices. The summary is a list of useful tips that have been considered and mentioned throughout the book.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
Chapter 44. Overview of Nasdaq’s ESG Reporting Guidelines

In this chapter, we provide a selected overview of Nasdaq’s ESG reporting guidelines. This is a convenient tool for the reader in order to get an overview of the regulatory and technical criteria when integrating ESG/non-financial reporting.

Poul Lykkesfeldt, Laurits Louis Kjaergaard
45. Correction to: The Formation of Stock Prices

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Poul Lykkesfeldt, Laurits Louis Kjaergaard
Backmatter
Metadaten
Titel
Investor Relations and ESG Reporting in a Regulatory Perspective
verfasst von
Poul Lykkesfeldt
Laurits Louis Kjaergaard
Copyright-Jahr
2022
Electronic ISBN
978-3-031-05800-4
Print ISBN
978-3-031-05799-1
DOI
https://doi.org/10.1007/978-3-031-05800-4

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