The Securities Exchange Board of India ('SEBI'), vide Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/10, on February 6, 2017 has prescribed the Guiding Principles for preparing the Integrated Report ('IR') as presented by International Integrated Reporting Council ('IIRC') to be followed by the top 500 listed entities.
SEBI has mandated the requirement of submission of Business Responsibility Report ('BRR') for these listed entities under Regulation 34(2)(f ) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR').
By issuing the framework of Integrated Report, SEBI aims at providing the investors both financial and nonfinancial information so that they are well equipped with requisite details for making the investment decision.
Accordingly, in order to improve the disclosure standards, SEBI, in consultation with industry bodies and stock exchanges, has advised the listed entities, which are required to prepare Business Responsibility Report, to adopt the Integrated Reporting on voluntary basis from the financial year 2017-18.
The International Organization of Securities Commissions ('IOSCO') is an association of organizations that regulate the world's securities and futures markets. IOSCO Principle 16 states that "there should be full, accurate and timely disclosure of financial results, risks and other information that is material to investors' decisions."
Further, Regulation 4(1)(d) of SEBI LODR states that "the listed entity shall provide adequate and timely information to recognised stock exchange(s) and investors."
The IIRC has prescribed the following Guiding Principles which lay out the framework for preparation of an Integrated Report:
STRATEGIC FOCUS AND FUTURE ORIENTATION:
An Integrated Report should provide insight into the organization's strategy, how it relates to the organization's ability to create value in short, medium and long term and to its use of and effects on capital;
CONNECTIVITY OF INFORMATION:
An Integrated Report should show a holistic picture of the combination, interrelatedness and dependencies between the factors that affect the organization's ability to create value over time;
STAKEHOLDER RELATIONSHIPS:
An Integrated Report should provide insight into the nature and quality of the organization's relationships with its key stakeholders, including how and to what extent the organization understands, takes into account and responds to their legitimate needs and interests;
MATERIALITY:
An Integrated Report should disclose information about matters that substantively affect the organization's ability to create value over the short, medium and long term;
CONCISENESS:
An Integrated Report should be concise;
RELIABILITY AND COMPLETENESS:
An Integrated Report should include all material matters, both positive and negative, in a balanced way and without material error; and
CONSISTENCY AND COMPARABILITY:
The information in an Integrated Report should be presented:
- On a basis that is consistent over time; and
- In a way that enables comparison with other organizations to the extent it is material to the organization's own ability to create value over time.
IIRC HAS ALSO CATEGORIZED THE FORMS OF CAPITAL AS FOLLOWS:
- Financial capital;
- Manufactured capital;
- Intellectual capital;
- Human capital;
- Social and relationship capital; and
- Natural capital.
All the organizations depend on the various aforementioned forms of capital for their growth and working. Accordingly, the stakeholders should be well informed with all such capital to enable them to take investment decisions.
Also, SEBI has advised the listed entities that the Information related to IR may be provided separately in their Annual Report under a specific head, or under the head of 'Management Discussion & Analysis' in the Annual Report, or in a separate report as per IR framework. In case the IR is not provided in Annual Report, then the entities may host IR on its website & reference of the same shall be incorporated in their Annual Report.
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