What should large private companies do to improve corporate communications?

The FRC released a thematic review of large private companies’ corporate reporting in January 2024. The review addresses the quality of reporting by large private companies with significant accountability in the market.

The findings demonstrated that it’s important for these companies to successfully explain their complex structure, business models and operation to their key audiences as well as other areas for improvement. 

In this article we will summarise the review and provide quick wins on how to improve strategic report disclosures for large private companies. 

Catering to the wider stakeholder audience

According to the FRC, large private companies need to more effectively communicate to diverse stakeholders’ needs beyond shareholders.

• Providers of credit are one of the key stakeholders reviewing reports. Consider including information about the liquidity and solvency of the company to demonstrate whether a company can pay (or repay) any credit advances.
• Stakeholders also include employees, former employees with pension interests and customers with common information needs. The report will need to satisfy these common information needs (See Urban&Civic AR23, pg 26-32 and Go Ahead AR22, pg25-27).

Fair, balanced and comprehensive reporting

Even though disclosure requirements aren’t as prescriptive for private companies, disclosures need to provide a fair, balanced and comprehensive review of the development, performance and position of the business, consistent with its size and complexity. 

This can be achieved by considering the following:

• Include a clear analysis of the underlying reasons for significant movements in key metrics or balances.
• When providing detailed analysis of some profitable divisions, analyse the divisions with a net loss in the group.
• Highlight where the alternative performance measures (APMs) used are reconciled to the financial statements.
• Provide analysis of movement on material balance sheets and cash flow items and explain reasons for changes.

Optimising your strategic report

The best strategic report disclosures focus on matters that are key for an understanding of the company, explaining in a clear, concise, relevant and understandable way that is consistent with disclosures in the financial statements. 

Here are a few ways of improving the strategic report:

Explaining the company 

• Include a balanced analysis focused on the elements of development, performance and position that are key for an understanding of the company (Miller Homes AR23 p4-5). 
• Explain how the company or subgroup fits into the wider group structure to allow users to understand fully the context in which it operates.
  • Describe the company’s position and function within the wider group, including how this is incorporated in its strategic objectives (see Urban&Civic AR23 p4-5). 
• Try to follow the FRC’s principles-based guidance for the strategic report. 
• Conduct a materiality assessment to decide on what to include and exclude in reports, so you can focus reporting on what matters. This can help companies decide the amount and depth of information needed. 

Key performance indicators (KPIs)

For each KPI, explain its significance and how it aligns with the strategic objectives and the wider performance of the company. Consider including data for multiple years, explaining reasons for performance and changes from prior years. Ensure that relevant non-financial KPIs such as environmental, employee or customer metrics are included and integrate Alternative Performance Measures (APMs) like EBITDA or adjusted profit for a comprehensive analysis beyond conventional accounting standards (see Urban&Civic AR23 p20-21).

Risks

• Principal risks and uncertainties: explain which risks were considered principal and why.
• Disclose the nature of the risks, the potential effect on business and any mitigation adopted by the company to control or manage the risk.
• Present risks in a tabular format to help keep this reporting concise. 
• Show risks/performance of individual company or subgroup headed by that company as well as wider group risks. For example, principal risks that arise at a company level but are not a significant risk for the wider group.
• See Get Living AR22 p40-43.

Climate reporting considerations

Reporting on CFD

If you meet the criteria of a turnover of more than £500 million and more than 500 employees, you will need to report on climate-related financial disclosure (CFD) requirements. CFD closely aligns with TCFD and should explain how climate change is handled in corporate governance, its impact on strategy, how climate-related risks and opportunities are managed, and the performance measures and targets used to address these issues. 

Ever Sustainable have created a “CFD made simple factsheet" that explains how it will impact your business and how best to respond. 

Climate reporting improvements

As well as including CFD requirements, there are additional ways to improve your climate reporting:

• Consider climate-related targets’ impact on financial statements.
• Start to consider the extent to which climate-related targets and transition plans could affect the financial statements and ensure the disclosures are consistent with the rest of the report.
• Consider new judgements or uncertainties which arise related to disclosures.
• Consider providing additional information on SECR (for example, progress to net zero). 
• If possible, start the discussion on how the company is working towards TCFD implementation. See our “TCFD made simple” factsheet that breaks down the key requirements, making the recommendations easily digestible.
• Be careful not to greenwash – ensure any climate reporting claims meet the “fair, balanced and comprehensive” requirement. 
  • The FCA has finalised its guidance on the Anti-Greenwashing Rule that applies to all firms communicating in respect of a financial product or service’s sustainability characteristics, to persons in the UK. The guidance makes very clear that any reference to sustainability characteristics must be “capable of being substantiated” and also “complete”.

Conclusion

The FRC’s thematic review provides insightful recommendations for improved reporting disclosures for large private companies. Reports should be fair, balanced and comprehensive throughout, ensuring the wider stakeholders are accounted for. The report should explain the company’s position within wider group structures and have more thorough and diligent KPIs and risks. Also, optimising climate-related disclosures fosters credibility and trust among stakeholders. 

How Design Portfolio can help 

Ensuring you meet all of this guidance can seem a daunting task. Our consultancy team at Design Portfolio can help you push your corporate communications forward in a manageable and meaningful way. We use a number of tools to ensure you are communicating your equity story in an effective way and provide an integrated approach to corporate comms, ensuring digital, content and creative all work hand in hand. 

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