Non-Financial Information as a Driver of Transformation. Evidence from Italy (2019)

28 Pages Posted: 14 Jul 2020

See all articles by Nadia Linciano

Nadia Linciano

Commissione Nazionale per le Societa e la Borsa (CONSOB)

Angela Ciavarella

CONSOB

livia piermattei

affiliation not provided to SSRN

Date Written: June 30, 2020

Abstract

The progressive integration of Environmental, Social and Governance (ESG) issues into the corporate decision making is a cultural change process, which can be described, planned, measured. It speeds up sustainable transformation of governance, strategies and business models of companies.

The first edition of this Report analysed the changes in some key behaviours of the company organisation and of the board of directors (BoDs) in the occasion of the first year of implementation of the Directive 2014/95/UE, transposed in Italy by the Legislative Decree no. 254/2016 (the Decree). This second edition of the Report measures the progression of behaviours analysed in 2019 and surveys additional actions considered important for the transformation.

The first section focuses on non-financial reporting and on the abstracts of Strategic plans presented to investors in order to study the evolution of corporate culture and organisation towards ESG/multicapital integration. Subsequently, the Report explores whether companies consider non-financial issues relevant also at the board level, through both a documental analysis (based on the examination of the guidelines issued by companies prior to the 2019 board appointment and of the corporate governance reports; second section) and a Survey involving directors and statutory auditors that are members of Nedcommunity, the Italian Association of non-executive and independent directors, carried out for the fourth year by Nedcommunity and Methodos (third section).

In order to track the progression of the cultural transformation, the information collected in this Report was clustered in three stages: Awareness, Capabilities and Engagement (see the chart below). Awareness is the precondition for change. It gathers behaviours of the company structure and the BoDs that are coherent with a first acknowledgement of the importance of ESG issues and that could kick-off the transformation process. Compared to 2018, the number of companies acting the different behaviours in the Awareness cluster is unchanged or has in some cases increased. The area Capabilities is intermediate in the transformation journey, when new skills, behaviours and mindsets are trained to accelerate the process. Compared to the previous year, this area records improvements, which in some cases are significant. This is the case of the behaviours linked to stakeholder engagement in the materiality analysis: external stakeholder engagement is indeed described in 70 cases (44 last year); engagement with the top management rose from 47 to 69 cases. There is also a slight increase in the number of companies integrating their reporting tools (from 9 to 11). With regards to boards, improvements are found in the integration of ESG into board renewal guidelines and in the board self-evaluation. The integration of remuneration packages with ESG criteria is also included in this intermediate phase because it is considered a driver towards change. The area Engagement is the most advanced in the ESG/multicapital transformation of strategies and business models. In this phase new behaviours are spontaneously carried out by the boards and the corporate organisation. This part of the analysis covers the abstracts of the Strategic plans presented to investors in the road shows, published in the Investor Relation section of the websites of the companies, in order to verify how and to what extent they describe a strategy that integrates financial and non-financial issues. Five companies (all in the Energy/Oil and Gas industry) fully integrate in their strategy issues that generate value in the short and long term and describe the connections between financial and non-financial matters. Among these companies, one mentions the materiality analysis as a pillar of its Strategic plan.

Keywords: corporate governance, board of directors, sustainability, ESG factors, non-financial reporting

JEL Classification: G30, G32, G38, K20

Suggested Citation

Linciano, Nadia and Ciavarella, Angela and piermattei, livia, Non-Financial Information as a Driver of Transformation. Evidence from Italy (2019) (June 30, 2020). CONSOB Statistics and analyses 2019, Available at SSRN: https://ssrn.com/abstract=3639443 or http://dx.doi.org/10.2139/ssrn.3639443

Nadia Linciano (Contact Author)

Commissione Nazionale per le Societa e la Borsa (CONSOB) ( email )

Roma 00198
Italy

Angela Ciavarella

CONSOB ( email )

Roma 00198
Italy

Livia Piermattei

affiliation not provided to SSRN

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