Performance Reporting to Boards: A Guide to Good Practice 1 Preface 4 2 Who should read this report 4 3 Introduction 5 4 The principles of financial and business reporting 6 5 The characteristics of good information 6 6 Transparency 9 7 Key performance indicators 11 8 Information systems 11 9 The CIMA SEM initiative 12 10 Applying the principles 12 11 Performance reporting – a checklist 13 12 Case study 1: extracting value from data – supporting 14 the board at DHL UK 13 Case study 2: Metapraxis – an early-warning support 17 system for directors at Tomkins plc References/further reading 19
Writer: Danka Starovic Production editor: Neil Cole Designer: Adrian Taylor Publisher: the Chartered Institute of Management Accountants Inquiries: [email protected] (tel: 020 8849 2275) Other executive guides are available at www.cimaglobal.com
3 Performance Reporting to Boards
1 Preface 2 Who should read this report
Many post-Enron discussions about many firms assume is simple but find This report will be particularly corporate governance have focused hard to get right. The case of Marconi, useful for: almost exclusively on the for example, raised questions about Board members – to reassess the responsibilities of directors and the how timely the board’s information was, reports they receive to ensure that structure of boards. This is hardly whether it was of good enough quality they are being given the right type of surprising – after all, a company’s to support high-level decision-making information by which to steer the survival ultimately depends on the and whether it was conveyed in the organisation towards its key objectives. effectiveness of its board’s right manner. In a business environment dominated decision-making processes. But boards CIMA is concerned with the board by fear of liability, knowing that your don’t exist in a vacuum. In order to reporting practice that’s necessary for decisions are based on the most make the right decisions, directors must good market performance and sound relevant facts can be reassuring. For base them on good-quality, timely corporate governance. The case studies individual directors it represents a way information on how their businesses at the end broaden this perspective by of limiting their exposure to any are performing. The quality of revealing two innovative approaches to allegations that they are failing to performance reporting to boards is improving performance reporting. discharge their duties to shareholders. therefore one of the key factors The first case study describes how The onus is on them to ensure that affecting companies’ competitiveness. logistics company DHL changed the they are getting the information they This report sets out principles for the focus and structure of its performance need, rather than passively consuming effective reporting of financial and reviews with a view to improving what they are fed. non-financial information to boards. decision-making at board level. The Finance directors and preparers of It’s meant to guide both directors and result was the appointment of a team financial and business performance those preparing board reports. We hope of business performance analysts information – to gain a source of ideas that finance professionals will find it dedicated to supporting the directors. on reporting. The information within useful in considering how they engage The second case study, from their control will be financial and executives and senior managers. management consultancy Metapraxis, non-financial, and both need to be It’s not meant to be prescriptive; focuses on the implementation of an presented clearly if they are to reflect the intention is that the summary tables early-warning support system for the performance of a company. of good practice and the case studies directors at Tomkins plc. The approach Finance professionals must understand will act as a springboard for new was designed to help the group’s finance how to deliver performance thinking and give you useful ideas for teams support their boards with relevant information in the context of decisions making improvements in your and forward-looking information. that need to be made by the board. organisation. Ultimately, board structures This is especially true for large and decision-making cultures will depend international organisations with many on a company’s unique circumstances. subsidiaries, where the layers of Large companies may also operate management and the number of different levels of boards throughout boards may obscure the relevant their businesses. The complexity of large figures and breed a lack of common international organisations with many understanding of what the key subsidiaries makes the issue of performance drivers are. management information and Managers – to gain an understanding decision-making more complex, and the of the information needs of the need for directors of such vast board and to see the performance organisations to have early-warning report as a strategic extension of systems is a must. day-to-day information-gathering. This guide isn’t about the latest The information and decision management techniques and reporting support that board members receive technologies either. Although many enables them to discharge their such tools exist (and some are proving duties in an appropriate fashion. It can useful), recent cases of corporate failure also be a good indication of the have underlined the importance of relationship that exists between the performance reporting – an area that board and the management.
4 Performance Reporting to Boards
3 Introduction
The board of directors in any purpose and for the means of achieving and reputational matters. Although the organisation is responsible for its it. The task, however, for which the detailed content of the OFR itself will not operational, strategic and financial board alone is responsible is the be audited, the process of preparing it performance, as well as its conduct. determination of corporate ends.” and its consistency with the financial Boards exercise their responsibilities by Provision A1.1 of the Combined figures will be. The OFR means that the clearly setting out the policy guidelines Code states that the board should have a disclosure of non-financial information within which they expect the formal schedule of matters specifically will no longer be an optional extra for management to operate. They will set reserved to it for decision-making and large public organisations and very large out the short- and long-term objectives that the annual report should include a private companies. of the organisation and a system for statement of how the board operates, The scope of information flowing ensuring that the management acts in including a high-level statement of which through the company to the board, accordance with these directions. types of decisions are to be taken by the and then from the board to the They will also put procedures in place board and which are to be delegated to investors, will have to be broadened. for measuring progress towards management. It is generally accepted Companies need to ensure that they corporate objectives. that the former should cover: have systems in place that can There is therefore a clear difference business strategy, including generate and collect such data, as well between the main responsibilities of operating, financing, dividend and as processes and people capable of directors and managers. In his recent risk management policy; analysing and presenting it to the book, Corporate Governance and the annual operating plan and budget; board, and then to the markets, in a Chairmanship: A Personal View, Sir acquisitions and disposals that are meaningful form. Adrian Cadbury distinguishes between material to the business; direction and management: “It is the job authority levels; of the board to set the ends – that is to the broad framework and cost of say, to define what the company is in directors’ remuneration (on the advice business for – and it is the job of the of the remuneration committee); executive to decide the means by which the appointment and removal of the those ends are best achieved. They must company secretary; do so, however, within rules of conduct approval of financial statements. (The and limits of risk that have been set by Corporate Governance Handbook, Gee the board. The board is ultimately Publishing, 1996). accountable for both the company’s Having sound information on which to act is key to this process. Any attempt to formulate business strategy or set tactical plans without it is bound to misfire – the board runs the risk of failing to discharge its responsibilities effectively. This will ultimately result in poor decision-making and, at worst, increased liability for directors. It is worth remembering that boards require both financial and non-financial information. The pressure for multi-dimensional reporting is likely to increase with the proposed legislative changes such as the mandatory operating and financial review (OFR). This requires directors to give a qualitative, as well as financial, evaluation of performance on a wider range of issues, including policies and performance on environmental, community, social, ethical
5 Performance Reporting to Boards
4 The principles of 5 The characteristics of good information financial and business reporting
The board should: Performance reporting is a means as many alternatives as are necessary for Set aims, policy constraints and to an end, never an end in itself. The impartial decisions to be taken. guidelines, objectives and broad purpose of information is to promote If the board is to exercise its strategic, strategy, and then confirm these to action. The board report is therefore long-term planning function fully, it the executive management team. the document that pulls together all needs to focus on more than the current Agree defined performance indicators. the relevant information with balance performance indicators. They may say Ensure that it is receiving all the key and objectivity. something about historical performance information to enable it to probe A good report should contain all the – ie, how it measures up to past and question; focus on critical success information necessary to facilitate objectives – but they can be a poor areas and key performance decision-making at board level. It predictor of the future. The board should indicators; and identify appropriate should lead directors to ask the right therefore have some forward-looking management actions where there are questions and initiate a chain of actions information at its disposal, including positive or negative variances from that will enhance the ability of the trends, projections and forecasts, but projected performance. enterprise to achieve its short- and these should be based on more than a Periodically review the information it long-term aims and create sustainable simple extrapolation of past data. receives to ensure that it is getting shareholder value. Finance departments It’s often hard for those who prepare what it needs and that all board are particularly important in this context, the information to know what level of members fully understand it. The since the information they provide detail they should go into when board should guard against being reflects the overall health of a company. compiling board reports. Non-executive inundated with an unnecessary Finance directors have a critical role to directors may not know the ins and amount of data that provides little or play in ensuring that the information outs of the operational side of the no information and which may received by the board is unbiased, business. Executive directors, on the prevent it from taking action. even-handed and multi-dimensional. other hand, need to balance the task Ensure that the performance reporting Having robust systems for collecting, of running the company with that of process links objectives, principles and storing and analysing financial and setting its strategic direction – what practices to its needs. non-financial information is important, have been called their conformance but the value of integrity and (past- and present-orientated) and transparency should not be overlooked. performance (future-orientated) roles. There is always a risk that information The right balance must be struck could be distorted on its way up to the between too much and too little detail. board. In some companies, finance As thought leaders and providers of directors may face pressure from the decision information, finance chief executive to restrict the amount of professionals should be making this negative information that’s provided to balance their goal. other directors and investors. Working at Integrated. Organisations are obliged the heart of shareholder-value-managed to produce information for a range of companies and the decision-making internal and external purposes. CIMA process, a CFO is in a position to give thinks that the systems and processes the board a more prudent view of the used to provide this information should, state of the business. as far as possible, be integrated. In other Good-quality information should be: words, the data collected internally Relevant. Information presented to should be managed in a way that the board should be sharply focused satisfies both internal and external and reflect the defined objectives and reporting needs. We believe that the the overall strategy of an organisation. information needs of directors are It must not obscure the overall picture broadly similar to those of investors, with irrelevant detail. except in the level of detail required. The board should be able to drill down Some of the information that boards and access further supplementary reports require – eg, benchmarking competitor where necessary. The information should data – cannot be generated internally be sufficient to allow the exploration of but will have to be collected from
6 Quality, not quantity
The climate of fear and uncertainty that the Enron scandal created may mean that some managers are tempted to increase the amount of information they provide to the board for fear of omitting something relevant. But boards should not be burdened with an excessive amount of operational detail. Micro-management won’t ultimately lead to improved business performance. If anything, it will weaken the organisation’s strategic focus. Something is wrong in a company where directors spend much of their time sifting through external sources. The same principle of huge management reports. The question to ask is how much conciseness should apply. The overall knowledge has been lost in the information? objective should be to have information The information provided should always be tailored to the that maps the business entirely. board’s needs and relevant to the current strategy and business In perspective. Information should be model. It’s up to the management to distil this day-to-day presented in relevant time context. information and focus the directors’ minds on potential problems Estimates of the projected time situation and discrepancies. Of course, there needs to be a great deal of should always be plotted over time. trust between the board and the management so that the directors This acts as an internal benchmark for aren’t in doubt that they’re being told what they need to be told. the performance of each aspect of the Finance professionals need to do more than simply put the right information. Where, for example, numbers on the boardroom table. If they are to add value, they historical, current and projected must also act as strategic advisers, explaining what’s behind the information and pointing out possible solutions to any problems. scenarios are presented, operational In the words of Sir Adrian Cadbury, they must give their own “best problems are brought to light wherever judgment on the company’s financial position”. In order to do this, the variances are significant. This applies accountants in business need to have a real understanding of the as much to the monitoring of contracts business model and the value-adding processes that underpin it. and projects as it does to the profit and Where they do have this knowledge and understanding, loss account and balance sheet. accountants in business are also in a position to challenge other Timely. It’s better that the board parts of the organisation to determine what kind of information is receives information that’s imperfect required for better decision-making. (See the section on the CIMA (but within acceptable tolerances of strategic enterprise initiative on page 12 for a view on how the precision) in good time than completely finance function and an SEM approach can help an organisation to accurate information too late. improve its decision-making.) But it is worth remembering that, Marconi is often cited as an example although accountants need to add value and enhance their role as of a company that failed partly because strategic advisers, they mustn’t lose sight of their basic financial its board didn’t receive timely control responsibilities. information. In other words, it wasn’t In some companies, internal reporting can be completely divorced simply a case of incompetence or flawed from the decisions that need to be taken and the strategy it’s meant risk assessment, as is often stated. The to be supporting. It has simply evolved over time and contains simple truth is that the company’s worthless information. Not only can this result in information directors may not have had the chance overload; it also may mean that directors are not making decisions to act, because they didn’t find out what based on facts. Reliance on intuition and gut feeling has always been was going on until it was too late. a crucial element of decision-making, but it’s best to have all the facts available and an agreement about the key performance drivers. Information should, as far as possible, How the information is summarised and salient points extracted be available in parallel with the activities depends on the skills of the management and the ability of the to which it relates. The report should be board to define what it needs. Responsibility for good-quality and available promptly enough to plan from timely reporting is therefore a joint one. Directors must play a part it and/or take action to consolidate gains in determining the right measures of performance and ensuring that and recover shortfalls. they are effectively monitored. They can also add value by being Monthly board reports should contain proactive – for example, by asking for clarification, additional performance information relating to key information and so on. operational issues as defined by the At the heart of the whole process is a culture of trust and board: the critical success factors (CSFs) openness. Directors – especially non-executive directors who will lack and key performance indicators (KPIs). the detailed knowledge of the business – must be able to trust that Quarterly board reports should contain executive directors and managers will tell them all they need to a broader coverage of organisational know. If this is not the case, the system is built on shaky foundations activities and should also address and only good fortune will prevent it from failing. qualitative areas of the business. It’s important that only the key pieces of information are presented monthly to enable a succinct and useful report to be
7 Performance Reporting to Boards The characteristics of good information
produced. But recent research sponsored and it covers both financial and Clear. Reports should always be written by KPMG has highlighted the danger non-financial aspects of performance. clearly and simply. Everyday language of reporting KPIs by exception only. For financial performance, comparing should be used wherever possible and Many non-executive directors in its what happens (actual) with what should jargon or acronyms should be avoided. survey blamed this for their limited have happened (budget/plan/rolling Used judiciously, graphs and charts can understanding of business processes, forecast), or in some cases what be an effective communication medium value creation and customer satisfaction did happen previously (last month/year), for key indicators. They also enable – crucial strategic areas for any company. will be valuable. Presenting a forecast trends to be identified more easily. Reliable. Information should be of good year-end position will focus minds on Apart from the information they enough quality for the board to be the effectiveness of an organisation, receive at the start of their tenure, confident in it. This will depend on its rather than just its economy and directors would normally expect to see: source, integrity and comprehensiveness. efficiency. Comparison with budget monthly consolidated profit and loss The pack supplied by the management should be one of the key management accounts, balance sheets and cash before the board meeting will be the tools, but the emphasis should be on flow reported against budget; key source of information for board the future, which can be influenced, a further breakdown of results by members – especially non-executive rather than the past, which cannot. strategic business unit, where they directors. But there are other channels are of a size material to the overall available, including business publications, performance of the company; formal and informal contacts with staff a quarterly update of forecast results below board level and so on. Last, but for the trading year; not least, the extra information and specific papers on new investment analysis delivered orally by the CEO or projects above an agreed size; other executives with different areas of updates, as appropriate, on major responsibility will probably be the most expenditure, such as acquisitions or useful in terms of decision-making. large building projects; Comparable. The board report is the a six-monthly review of progress performance report for the organisation on the implementation of the strategic plan. The value of informal information should not be underestimated, as Good Governance, a CIMA-commissioned research report states: “Genuine board Playing the system member access to an organisation’s staff, premises, clients and operations can sometimes reveal far more than the board papers. It is also qualitative as well Even when a company has a well-structured internal reporting as quantitative – copying for the board system, the targets and objectives it relates to must be realistic, all of the documents and figures that achievable and aligned with the culture of the organisation. If this managers use in their work does not is not the case and the system is not ‘owned’ by staff, there remains necessarily mean that the board is well a temptation to try to get around its constraints. informed. Its members may be The recent case of a FTSE 100 company with a reputation for swamped, or the board-level implications excellent internal reporting illustrates the danger. As it issued may be unclear, thereby preventing the another production warning, analysts speculated that the reason for development of a well-formed overview the company’s sudden panic was that subordinates had failed to reveal the extent of its troubles to senior managers. The FT of the key trends and issues affecting speculated that the cause of the problem may have been that the the organisation.” performance targets were so stretched that staff felt under pressure Again, it’s worth repeating that there’s not to reveal the real results to their superiors. a danger that the amount of informal information provided can become excessive, leading the board to focus too much on operational matters.
8 What makes financial information useful
According to the Institute of Chartered Accountants in England 6 Transparency and Wales in its draft guidance for UK directors (July 2002), useful financial information has the following characteristics: Material. It comprises only items of information whose size or nature mean that their misstatement or omission might reasonably be expected to influence the economic decisions of investors. Relevant. Internal reporting has implications It has the ability to influence economic decisions of investors. that go beyond board level. If directors It is provided in time to influence economic decisions of investors. are committed to telling investors about It has predictive value or, by helping to confirm or correct past the key value drivers of business evaluations or assessments, it has confirmatory value. performance – which will enable them Reliable. to value the company more accurately It can be depended upon by investors as a faithful representation – it follows that the information used to of what it purports to represent – or what it could reasonably be manage the company should not be expected to represent. radically different from that which is It is neutral, because it is free from deliberate or systematic reported externally. bias intended to influence a decision or judgment to achieve a The problem is that many firms spend predetermined result. more time trying to get the right figure It is free from material error. It is complete within the bounds of what is material. to satisfy market expectations. The It is prudent in that a degree of caution is applied in making struggle to meet quarterly targets can judgments under conditions of uncertainty. cause them to lose focus on long-term Comparable. value generation in favour of making It can be compared with similar information for other periods short-term decisions that give them the and other entities so that similarities and differences can be right numbers to report. These ultimately discerned and evaluated. destroy shareholder value. The failures of It reflects consistency of preparation and presentation, providing Enron and WorldCom are only the that this is not an impediment to improvements in practice. extreme examples of this practice. It is supported by the disclosure of the accounting policies used in CIMA has been calling for greater its preparation. transparency in reporting as the only way Understandable. to restore the trust in capital markets It involves the characterisation, aggregation and classification of that was lost after the recent accounting transactions and other events in accordance with their substance scandals. Investors are still hypersensitive and their presentation in ways that enable the significance of to the possibility of inflated earnings, information to be understood by users. so transparency has become a matter of It presumes that users have a reasonable knowledge of business survival rather than choice. The and economic activities and accounting, and have a willingness to investment community does not want study information with reasonable diligence. to see a sanitised version of the information used to run the business. In essence, greater transparency According to management consultancy Metapraxis, board members means improved disclosure. By this we should consider the following questions about the information they don’t mean that companies should are receiving: start reporting more; it’s simply that Accuracy. Can I trust the data? what they report should be the Relevance. Does it cover the critical issues? information the market needs. If enough Timeliness. Is it sufficiently up to date? companies start reporting this way, the Clarity. Is it presented in such a way that I can digest it quickly? fear of being held hostage to fortune Risk assessment. Is the information purely historic or does it will diminish. But it’s not only companies assess future risks? that have a responsibility to ensure that Depth. Do I receive only summaries or can I access the highest-quality information is individual subsidiaries? provided to capital markets. The Provision. Can I access the data via a secure internet connection? Fédération des Experts Comptables Européens (FEE) has sketched out a network of participants who must contribute to this goal: Preparation of true and fair financial information by an effective company accounting function.
9 Performance Reporting to Boards Transparency