Creating Connections This document has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this document without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this document, and, to the extent permitted by law, PwC, IIRC or their licensors do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this document or for any decision based on it. Copyright 2014. All rights reserved. Permission is granted to make copies of these slides, provided that all logos, disclaimers, copyright notices and acknowledgements on the slides are retained, and each copy bears the following credit line: "Copyright 2014. All rights reserved. Used with permission of the IIRC and PwC." In this document, PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Please see www.pwc.com/structure for further details. IIRC refers to the International Integrated Reporting Council. Acknowledgements of third party source materials are contained on the relevant slides. HeldHeld in partnership in partnership withwith Creating Connections Creating Connections Approaches to materiality Robert van der Laan – Sustainability & Responsible Governance Partner, PwC Anouk Wentink – Sustainability & Responsible Governance Manager, PwC Stathis Gould – Head of Professional Accountants in Business, IFAC Denise G. Nogueira – Sustainability Manager, Itaú Unibanco HeldHeld in partnership in partnership withwith Creating Connections Overview Introduction Methodologies Real life case Determining materiality for your own organization Recap and conclusion HeldHeld in partnership in partnership withwith Creating Connections Introduction Held Held in partnership in partnership with with Creating Connections Key objectives • Understand approaches to determining materiality in the context of <IR> • Experience how to use the materiality concept • • Opportunity to share your experiences and learn from others about the benefits and to tackle difficulties and challenges facing materiality Be equipped with insight into the next steps to embed the analysis into decision-making and reporting • Be able to demonstrate materiality in an integrated report • Be familiar with the IIRC technical project HeldHeld in partnership in partnership withwith Creating Connections Materiality in the context of Integrated Reporting <IR> ‘A matter is material if it could substantively affect the organization’s ability to create value in the short, medium or long term’ <IR> refers to 6 capitals in its value creation model, including Financial Manufactured Intellectual Human Social and relationship Natural Source: The International <IR> Framework HeldHeld in partnership in partnership withwith Creating Connections Poll question 1 The most important benefit of knowing your material matters: Answer 1 – Clarifies emerging matters Answer 2 – Clarifies relevant information Answer 3 – Clarifies stakeholder needs Answer 4 – Foundation for <IR> Answer 5 – Other HeldHeld in partnership in partnership withwith Creating Connections Relevance Benefits of having a clear picture of what is material to the business Paul Polman (CEO Unilever) describes how a lack of foresight hurt Unilever: “We missed the issue of obesity and the value of healthy and nutritional food. We were behind, while Nestlé was riding that wave. Not being in tune with society, with the benefit of hindsight, can cost you dearly.” Risks Reports include too much irrelevant information (time consuming and costly) • • • Internal and external reporting is not aligned Reports are not adhering to (information) needs of investors/stakeholders Organizations face more and very diverse reporting requirements Benefits 1 •It provides a clear analysis of emerging matters on the short and long term 2 •It clarifies the real matters and relevant management information needed for strategy execution 3 •It ensures that different investor/stakeholder (information) needs are taken into account 4 •It is the foundation for integrated reporting HeldHeld in partnership in partnership withwith Creating Connections Methodologies HeldHeld in partnership in partnership withwith Creating Connections Determining materiality for Integrated Reporting Relevance Identifying relevant matters based on their ability to affect value creation Importance Evaluating the importance of relevant matters in terms of their known or potential effect on value creation Prioritization Prioritizing the matters based on their relative importance Disclosure Determining the information to disclose about material matters Source: The International <IR> Framework HeldHeld in partnership in partnership withwith Creating Connections Materiality Analysis – Intel – An Example of Disclosure Source: Intel Business Integrated Approach, 2013 HeldHeld in partnership in partnership withwith Creating Connections Materiality comparison between reporting standards and frameworks <IR> (Global) IFRS (Global) GRI (Global) SASB (US) Audience Providers of financial capital with a perspective on short, medium and long term All existing/potential investors, lenders and other creditors All stakeholders Subject matter/report purpose Value creation over time Financial performance and position Sustainability impact (economic, environmental, social, and governance) Nature of definition Multistep process: • Relevant issues effect strategy, governance, performance, prospects and are discussed by board • Disclosure of material matters based on user need, and guiding principles Information is material if omitting it or misstating it could influence decisions that users make based on financial information about a specific reporting entity. Relevance based on the nature or magnitude, or both, of the items to which the information relates in the context of an individual entity’s financial report Organisation driven materiality The report should cover aspects that: - Reflect the organization’s significant ESG impacts; or - Substantively influence the assessments and decisions of stakeholders Disclosure form Integrated report Financial statements Sustainability (GRI) report Investors of those companies that engage in public offerings of securities registered under the Securities Act Sustainability impact (environment, social capital, human capital, business model and innovation, leadership and governance) SASB identifying minimum set of sustainability topics that have a significant impact on most, if not all, companies in an industry and which—depending on the specific operating context—are likely to be material to a company within that industry; guided by materiality definition adopted by U.S. Securities laws and case law For use in reports filed with the SEC Held Held inin partnership partnership with with Creating Connections Poll question 2 Which materiality approach are you most familiar in applying? Answer 1 – <IR> Answer 2 – Financial (IASB/FASB/National GAAP) Answer 3 – Sustainability (GRI/SASB) Answer 4 – Regulated disclsoure Answer 5 – Other HeldHeld in partnership in partnership withwith Creating Connections Real life case Held Held in partnership in partnership with with Creating Connections Itaú Unibanco • Most relevant issues/aspects for the organization’s performance • Support the decision making of the management and stakeholders • Orient the selection of indicators to be reported • Diversity of approaches and methodologies Methodology for 2013 1 IDENTIFICATION Business strategy Investors perspective Stakeholders inputs 2 PRIORITY 3 VALIDATION Influence on stakeholder’s appraisal and decision Internal validation Significance of impact (social, environmental and economic) External validation (technical consultants) Market references Held Held inin partnership partnership with with Creating Connections Itaú Unibanco Sustainability Business Learnings and challenges • Materiality: restriction method vs focus definition • Stakeholders involvement: direct vs indirect • Internal validation is critical • Capitals reporting: balanced vs proportional • Integration to the different reporting models • Makes sense reflects on business decisions Held Held inin partnership partnership with with Creating Connections Materiality for your own organization HeldHeld in partnership in partnership withwith Creating Connections Poll question 3 What is your biggest challenge in determining material matters: Answer 1 – Patchwork of definitions Answer 2 – Difficulty in identifying intangible value Answer 3 – Disconnect between financial and other data Answer 4 – Investor/user decision needs unclear Answer 5 - Other HeldHeld in partnership in partnership withwith Creating Connections Benefits and challenges of materiality What are the benefits and challenges of determining material matters (concept and process)? Benefits Challenges Held Held inin partnership partnership with with Creating Connections What is material? Exercise Rank a long list of subject matters on degree of importance to your value creation Look back and reassess the draft of material items made during step 1 of “Your roadmap to <IR>” Importance to value creation (1-10) Subject matter 1 Subject matter 2 Subject matter 3 Subject matter 4 Held Held inin partnership partnership with with Creating Connections The materiality outcomes linked to your information hierarchy What are the information needs of the providers of financial capital? The high level “snap shot” 2 minute view 20 minute view 2 hour view Integration and analysis of key information 2 day view Materiality filter The succinct story A data set, to support analysis and modelling activity Confidentiality filter What level of transparency do you want to provide to providers of financial capital? Internal information set What kind of information hierarchy do you want to create for your financial capital providers? HeldHeld in partnership in partnership withwith Creating Connections Link materiality to your value creation Exercise Link your material matters to the strategic objectives or pillars, and performance measures (PM) for your own organization Strategic objective 1 Strategic objective 2 Strategic objective 3 Strategic objective 4 Material matter 1 Material matter 2 Material matter 3 Material matter 4 PM PM PM PM HeldHeld in partnership in partnership withwith Creating Connections IIRC technical project Address confusion and provide clarity Understanding purpose, subject matter, and how information might lead to particular decisions by users appears to be critical in materiality process Focus on practical application of IR materiality definition Identify examples including of disclosure of the materiality determination process Need input from organizations via project panel or wider network group: Please let IIRC know if you would like to be connected to this project HeldHeld in partnership in partnership withwith Creating Connections Recap and conclusion HeldHeld in partnership in partnership withwith Creating Connections Key learning points ‘A matter is material if it could substantively affect the organization’s ability to create value in the short, medium or long term’ Determine materiality based on the four-step process: - Relevance - Importance - Prioritization - Disclosure Keep it simple, just start! Learn from others about the challenges Make sure you embed the material matters in your strategy and reporting Participate in the IIRC Technical Project, contact: stathisgould@ifac.org Read the International <IR> Framework – section 3d HeldHeld in partnership in partnership withwith Creating Connections Thank you for your participation Materiality Is Important in Preparing an Integrated Report HeldHeld in partnership in partnership withwith