Revisiting Business Responsibility Reporting
CA. (Dr.) Sanjeev Kumar Singhal & CA. Durgesh Kabra
The authors are members of the Institute. They can be reached at sanjeevsinghalca1997@gmail.com, durgeshkabra@gmail.com and eboard@icai.in.
“Businesses across the globe have voluntarily come forward to support fight against the global pandemic COVID-19. The pandemic has forced us to reconsider almost every aspect of how we live. Our responsible and sustainable conduct both as individuals and as stakeholders of the corporate entity matters. Especially in this scenario, businesses face an abundance of risks and opportunities vis-à-vis environmental and social issues. The stakeholders seek disclosures from businesses on their environmental and societal impacts. The roadmap to responsible business conduct, called National Guidelines on Responsible Business Conduct (NGRBC) released in 2018 assumes even more importance. Read on…”
Introduction & Regulatory Evolution
NGRBC guidelines are an update of ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011’ (NVGs). Securities and Exchange Board of India Business Responsibility Report (SEBI-BRR) disclosure mechanism which originated from the NVGs needed a revision as per NGRBC. A Committee on Business Responsibility was constituted by the Ministry of Corporate Affairs for this purpose. The Committee released its report recently recommending that Business Responsibility Report should be called Business Responsibility and Sustainability Report (BRSR) to be prepared either in a comprehensive format or a Lite version. It is a welcome step that will enhance responsible business conduct along with achieving the three pillars of the United Nations Guiding Principles (UNGP) namely, Protect – Respect – Remedy.
Business Responsibility and Sustainability Report is an open and transparent way of disclosing non-financial information to the stakeholders. In a way, such information provides businesses a “social license to operate”. The report focuses on the adoption of responsible business practices in the interest of a business’s social set up and the environment on one hand and explains how an organization impacts the environment and society over time together with its governance perspective on the other.
The increased reporting of responsible business conduct and sustainable practices have benefitted businesses in the form of increased access to capital, market share, and value creation. This has also facilitated the reduction of various business and governance risks, namely, asset risk, failure risk, liability risk, regulatory and compliance risk, operational risk, strategic risk, reputational risk, information and innovation risk, and cyber risk.
COVID-19 and Responsible Business Conduct
Responsible Business Conduct (RBC) in the COVID-19 environment is a real-life test as well as a lesson for businesses to become more resilient, adaptable, and perform better in the long-term. The crisis has forced businesses to ensure that its business decisions help avoid and address potential adverse impacts on environment and society, including their supply chain. Various proactive steps and measures would most likely build more long-term value and resilience. Some of the areas include:
- Stakeholders Demand of Reporting: Reporting on the wide range of financial, environmental, social and governance risks companies face as well as the crisis management/contingency plans put in place.
- Brand and ESG Scrutiny: Increased market volatility and threat to corporate brand and reputation leading to increased investor interest in environmental, social and governance (ESG) impacts, outputs and outcomes.
- Leadership & Disaster Management: Leadership and clearly defined responsibility of top management for disaster management, continuity and contingency planning. This requires strong policies, internal controls, information systems and communication lines to understand vulnerabilities in the supply chain, and rapid start-up of operations.
- Health & Safety Practices: Robust health and safety management practices, including related to chemical use, hygiene and sanitation, and worker health.
- Employee Retention: Retention of critical employee skills and know-how, quick recovery from its medium and long term effects.
- Workforce Protection: Avoidance of layoffs, maintaining wage payments, avoiding abrupt suspension of contracts, and preventing cancellation of orders through innovative ways.
- Emergency Capital: Access to fresh capital, special emergency funds and funds to ensure business continuity.
Philosophy: Sabka Saath Sabka Vikas and Inclusive Growth
The Government of India’s motto – Sabka Saath Sabka Vikas – collective efforts for inclusive growth aims to ensure that the benefits of good governance reach everyone. This collective journey to equitably deliver benefits of growth requires the involvement of businesses, without which not much can be achieved. ‘India Inc.’ can contribute in the country’s developmental agenda by their responsible and sustainable behaviour. Responsible Business Conduct (RBC) is one of the endeavours to achieve so which would make businesses more responsible and accountable.
Indian businesses shall not only gain global prominence but also garner goodwill and growth for their business and contribute beneficially to society. Further, a whole ecosystem to ‘Protect-Respect-Remedy’ would be created.
A lot of emphasis is now laid on the negative impacts of business operations on environment and society. Businesses must act responsibly and sustainably and be held accountable for their environmental and social impacts. Likewise, the performance of businesses needs to be measured not only on financial parameters i.e., return to owners, but also on how businesses achieve their environmental, social, and good governance objectives. Since businesses use natural resources which are not replenishable and are finite, a natural resource scarcity is inevitable. In the process of production of goods and services, businesses damage environment through various ways and means like waste disposal, pollution. While employing human capital, businesses should respect and promote employee’s wellbeing as well as human rights.
“Businesses must act responsibly and sustainably and be held accountable for their environmental and social impacts. Likewise, the performance of businesses needs to be measured not only on financial parameters i.e., return to owners, but also on how businesses achieve their environmental, social, and good governance objectives.”
Environmental, social, and governance issues are now a major factor in investment decisions. Investing with an eye to environmental or social issues, not just financial returns, has become mainstream in the past decade since financiers and fund providers evaluate proposals on non-financial parameters also. Employees prefer to work for businesses that opt for sustainable raw materials, adopt non-polluting production processes, give fair rewards, and at the same time is sensitive to social issues. It is rightly said enterprise flourishes in more stable and equal societies where governance institutions are consultative and transparent which further enables all businesses to engage more meaningfully with their stakeholders.
The Committee on Business Responsibility Reporting
The Committee on Business Responsibility Reporting constituted by The Ministry of Corporate Affairs (MCA) was formed to revise the SEBI-BRR framework. The revision would be to incorporate the changes in the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011’ (NVGs) released as the ‘National Guidelines for Responsible Business Conduct’ (NGRBCs).
Further, it was felt that NGRBC-BRR framework needs to be aligned to the broader context of United Nations Guiding Principles on Business & Human Rights (UNGPs) and Sustainable Development Goals (SDGs), along with other widely accepted international non-financial/sustainability reporting frameworks – United Nations Global Compact (UNGC), Global Reporting Initiative (GRI), Integrated Reporting (IR), CDP (formerly Carbon Disclosure Project), ISO 26000, and Sustainability Accounting Standards Board (SASB). The Government of India has endorsed UNGPs and is one of the Member States for the achievement of SDGs. Corporates as partners of global value chains, and/or partners of multinational companies fulfil their global commitments to demonstrate their sustainability performance under varied reporting frameworks often encounter challenges such as multiple or repetitive disclosures. The proposed formats would be a welcome step for aligning across various reporting frameworks.
Highlights of the Report of the Committee
The Committee in its report addressed various aspects and issues that could improve the quality and utility of disclosures by providing two standardized formats – Comprehensive format and a Lite version – to include both quantitative and qualitative information. The required disclosures would be for each NGRBC principle wherein a set of relevant quantitative parameters are chosen. The information on subjective issues would be sought through qualitative responses.
A Guidance Document is included as a part of the BRSR for both Comprehensive format and Lite version to define and interpret the scope of each question which would enable consistent, comparable, complete, material, and reliable reporting by companies. Specific inclusions have been added to seek information on initiatives taken by companies related to:
- Value Chains: So that companies are encouraged to extend their policies to value chain partners;
- Wellbeing of Contract/Casual Employees: Responsibility of businesses towards the wellbeing of non-permanent workers;
- Gender Parity & Inclusion: Responsibility of businesses towards women employees and those that are differently abled to address the gender and diversity gap.
Chronology of Initiatives for Responsible Business Conduct in India
Format for Business Responsibility and Sustainability Reporting
Both the Comprehensive format and the Lite version of BRSR have three core sections:
Section A: General Disclosures
Provides basic information about the company – size, location, products, number of employees, CSR activities, etc., along with disclosures on proximity of operations to environmentally sensitive sites (protected areas, water-stressed zones).
Section B: Management & Process
Comprehends foundational policies and processes (“building blocks”) to enable and ensure responsible business conduct, covering leadership, governance, and stakeholder engagement.
Section C: Principle-wise Performance
Requires companies to demonstrate their intent and commitment to responsible business conduct as per each of the nine Principles and Core Elements of the NGRBCs across Essential and Leadership indicators.
The Nine Principles of NGRBC
- Principle 1: Businesses should conduct and govern themselves with integrity in a manner that is Ethical, Transparent and Accountable.
- Principle 2: Businesses should provide goods and services in a manner that is sustainable and safe.
- Principle 3: Businesses should respect and promote the wellbeing of all employees, including those in their value chains.
- Principle 4: Businesses should respect the interests of and be responsive towards all stakeholders.
- Principle 5: Businesses should respect and promote human rights.
- Principle 6: Businesses should respect and make efforts to protect and restore the environment.
- Principle 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent.
- Principle 8: Businesses should support inclusive growth and equitable development.
- Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner.
A company should disclose its principle-wise actions, impacts, and outcomes via two categories of indicators:
- Essential Indicators: Mandatory for all companies.
- Leadership Indicators: Voluntary in nature for businesses aspiring to a higher level.
Principle-wise Essential Indicators (Mandatory)
The essential indicators are the disclosures that need to be adopted by all businesses, irrespective of size, sector, or ownership structure. It is expected that all businesses investing or operating in India, including foreign MNCs, must complete them to establish a baseline of responsibility.
Principle-wise Leadership Indicators (Voluntary)
The Leadership Indicators being voluntary in nature, provide an opportunity for businesses aspiring to progress to a higher level in their quest to be socially, environmentally, and ethically responsible:
Lite Version, Guidance Note & MCA21 Integration
BRSR Lite Version for SMEs
Some small and medium enterprises (SMEs) are familiar with non-financial disclosures and prepare sustainability reports as their overseas customers seek such disclosures, while many SMEs are not familiar with non-financial disclosures. A lite version with both Essential and Leadership indicators (but lesser in number) has been proposed for those making their first effort to prepare a sustainability report with an intent to facilitate them to prepare so.
Guidance Note on BRSR
The two proposed formats are accompanied by their respective Guidance Note which will form a part of the BRSR. The Guidance Notes would enable companies to interpret questions unambiguously and facilitate interpretation of the scope of each question. The businesses can disclose their actions on the nine principles of NGRBC in a more meaningful manner. It has also provided clear and precise definitions, wherever needed. An attempt has been made to keep the usage of terms consistent with the Companies Act, 2013, any other prevalent statute(s), and NGRBC.
MCA21 Portal Integration & Business Responsibility-Sustainability Index
The proposed formats have been developed in a manner that makes it easy to be integrated with filings made on the MCA21 Portal. The information already filed on the MCA21 Portal would automatically get prefilled. Further, where there are multiple options, dropdown menus for appropriate selection have been proposed. This feature would enable leveraging of technology for capturing machine-readable data which can further be used for data analysis and decision making.
The Committee envisions that this information provided through proposed formats would facilitate the development of a Business Responsibility-Sustainability Index which would act as a signal of market sentiment. This index will enable the evaluation of information to assess the credibility of the businesses by financial institutions, credit rating agencies, and government.
Proposed Applicability Roadmap
The Committee has proposed to make disclosures as per the suggested formats effective from the financial year 2021-2022 so that suitable time is available for adaptation. For listed entities, the formats may be made applicable for the top 1000 listed companies (by market capitalisation) or as prescribed by SEBI. To bring unlisted companies into the regime, a specified threshold of turnover and/or paid-up capital may be prescribed above which mandatory reporting applies, while other unlisted companies may adopt the lite version voluntarily.
Role of Chartered Accountants in Non-Financial Reporting
Chartered Accountants working in both the public and private sectors have played and will play a significant role in non-financial reporting. They act as preparers of reports and assurance providers of those reports. They can influence as well as guide businesses to integrate sustainability matters into all business practices dealing with strategy, finance, operations, and communications. The International Federation of Accountants (IFAC) has provided a matrix that highlights how accountants, depending on their position and sphere of influence, can facilitate the resilience of their organisations.
Three Focus Areas for Training & Capacity Building of Accountants:
- Strategic Orientation: Make sustainability strategic, not just tactical.
- Process Enhancement: Improve the process of information and data collection, analysis, and reporting.
- Disclosure Rigour: Communications, Reporting and Disclosure.
“The three focus areas identified for training and capacity building of accountants are making sustainability strategic and not just tactical; improving the process of information and data collection, analysis, and reporting; and communications, reporting and disclosure.”
It is necessary to build knowledge and train professionals in business responsibility reporting and sustainability matters via continuing professional development. Such initiatives should include learning about related challenges and opportunities of business responsibility and sustainability reporting along with specific sustainability matters that are relevant to an industry/sector/organisation.
The proposed formats would lead to the furtherance of the need for professionals to be hand-held through various capacity building and training initiatives. Partnerships with professional institutes, business associations, industry chambers, and academic institutions need to be explored on an urgent basis. Equally important is to develop assurance standards and guidelines to ensure that there is consistency and objectivity in reporting.