Even as the SEC moves to re-shape disclosure requirements, many companies… with IR taking the lead... are making changes to their reporting formats at their own initiative. We asked five leading experts to weigh in.
Vintage question > Many companies have started voluntarily implementing reforms to their disclosure procedures. According to an EY and FERF survey, 74% of respondents were already taking action to improve their financial reporting. What kinds of measures can companies take on their own? And to the best of your knowledge, what kind of reaction from investors are companies getting to these measures?
Erik Bradbury > We’re finding that many companies are finding innovative and modern ways of improving disclosures to make them more meaningful for investors. We’ve done some research studies on this topic and had a conference recently at Pace University in collaboration with EY, where we brought together regulators, investors, and preparers to talk about some of the changes we’re seeing.
Our view is that if we want to improve capital markets overall and help investors understand financials through disclosure, we need to have an open mind and consider the best way to get information in the hands of investors so that it can be digested easily and in the most efficient way. That’s how we see all the efforts of the SEC, but also arguably many of the voluntary efforts of our companies that they’ve made to improving disclosure. GE is an outlier – they’ve done some
of the most extensive improvement efforts – but there are other companies that have made incremental improvements over the years. And the innovation and improvements in disclosure that companies are voluntarily taking on are benefiting investors. It’s very clear, and these need to continue.
Where the SEC has a role in this is that they can continue to encourage and, more importantly, remove barriers to disclosure to allow for more innovation. One of the biggest risks to improvement efforts right now is fear. The fear is, “If I change this disclosure, what is the SEC going to think? If I previously agreed to add this disclosure and now I’m five years removed, is it still important?” Fear might prevent you from making those changes.
What I think the SEC has recognized is that they do have a role to play in improving disclosure for the benefit of investors overall. That’s why these proposals are important, because they ask users, preparers, investors, analysts, and stakeholders what they think about certain disclosures and where they can improve, and whether they should focus on the principle or rules-based regime, whether they should remove bright-line disclosures, whether there should be sunset provisions, and so on.
Robert Herz > I think that voluntary efforts are clearly a good and important part of the solution, and companies have been doing a number of things. Erik provided a great example in General Electric – they’ve done very comprehensive revamping of their disclosure documents. Last year, they issued a 65-page document called their “Integrated Summary Report,” which basically takes what management thinks is the most important information from their annual report, their sustainability report, and their proxy, puts it all together and says, “Here’s what we think is most important and here’s how it all relates together.”
At the same time, they didn’t do away with the separate documents. But they did this other, more concise document as well. Of course, companies like GE that have hundreds of financial reporting professionals, lawyers, and all sorts of resources can do that. Other large companies could also do it, but for most companies, I think they can only make more modest efforts without broader rule changes.
Broc Romanek > On the disclosure side, companies are beginning to draft their proxies so that they’re more usable, and I think “usability” is a key term – I’ve been emphasizing this for 15 years now. One example of measuring usability is to have subjects use the internet, either on a mobile device or a laptop, and have scientists observe how they actually use it. The reality is that how people think they act online is quite different from how they actually act.
Applying these usability principles to disclosure documents is important, because to the extent we as disclosure lawyers can draft our documents in ways that make it more likely for an investor to be able to navigate and consume them, the more likely investors are to read them. They’re also more likely to find information that they might not find otherwise. These principles can be applied to the print documents as well, and some companies have been doing that.
Part of the solution is to use more graphs and charts, but also change the actual narrative sections – for example, using proper headings that are more descriptive. This goes back to the plain English movement that the SEC forced on companies back in the mid-’90s, when they required companies to start writing their proxy statements in plain English. This is that all over again, but a voluntary effort. The SEC isn’t forcing companies to do it – at least not yet.
But I do want to emphasize one thing, which is that if something is only voluntary, it’s typically not at the top of a company’s list of priorities. We’re living in an era of incredibly rapid change and limited resources in the legal department. Then, you also have companies that purposely don’t want to make it easier for investors to read their documents.
Anna Pinedo > Companies are indeed beginning to eliminate repetitive disclosures on their own. For example, instead of including critical accounting policies in the MD&A section, they are cross-referencing to the notes to the financial statements. Similarly, other disclosures in the MD&A are being eliminated to the extent contained in the notes to the financial statements. Clients are also including charts and graphs in their filings, which are much more investor-friendly formats, and these are being well-received. In proxy statements, we had already seen much greater use of charts, graphs and images.