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Dissertation Supervisor: Dr Santhosh Abraham Word Count: 15,395 Dissertation submitted in partial fulfillment of the degree of MA (Hons) in Accountancy and Finance at School of Management and Languages Heriot-Watt University Edinburgh 1 Board Determinants of Voluntary Risk Disclosure in UK FTSE 100 Non-Financial Companies: Boilerplate or Value-Relevant Incremental Information? by

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Page 1: Dissertation Draft

Dissertation Supervisor: Dr Santhosh Abraham

Word Count: 15,395

Dissertation submitted in partial fulfillmentof the degree of MA (Hons) in

Accountancy and Finance

at

School of Management and LanguagesHeriot-Watt University

Edinburgh

1st April 2015

1

Board Determinants of Voluntary Risk Disclosure in UK FTSE 100 Non-Financial Companies: Boilerplate or Value-Relevant

Incremental Information?

by

Christopher Edward StoutH00099984

Page 2: Dissertation Draft

Abstract

This dissertation provides empirical evidence, within an agency theoretical framework, of the

association between the quantity/quality of voluntary risk disclosures with corporate board

monitoring variables within 72 UK FTSE 100 non-financial companies in the year 2013.

Voluntary risk disclosures were examined within the ‘Principal Risks and Uncertainties’

section of the Annual Report using content analysis. A normalised composite quality index

was constructed measuring the incremental quality value associated with the semantic

properties of the risk information. It was found that as risk disclosure quantity increases, the

quality of risk disclosure decreases. Companies disclose greater quantities of risk information

which is of low incremental quality value with a non-time orientation, qualitative as opposed

to quantitative and neutral in content. This provides evidence of boilerplate risk reporting.

These risk disclosures provide limited usefulness to professional users. It was found after

controlling for firm size, industry, liquidity and leverage, that independent non-executive

directors are significantly positively associated with quantity of risk disclosure, yet non-

significantly related to quality of risk disclosure. If increasing the quantity of risk disclosure

leads to greater and greater generic non-useful information, then the results indicate that

independent non-executive directors are contributing to a greater quantity of boilerplate risk

disclosure but are not enhancing the quality or incremental value of the risk information.

Additionally, no association was found between board size and either quantity or quality of

risk disclosure, suggesting that board size, another influencing factor of a board’s monitoring

effectiveness, is not a significant determinant of risk disclosure. It is proposed that the UK

board’s effectiveness in performing a monitoring function, may not be sufficient to the extent

that information asymmetries are only partially reduced through quantity dimensions but not

via quality dimensions between managers and shareholders. This research uncovers valuable

insights from an agency theory perspective, as to the voluntary risk disclosure practices

influenced by managers and implemented by boards in corporate narratives.

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Acknowledgements

I would like to thank Dr Santhosh Abraham for his continual interest and helpful remarks

throughout 4th year in completing my dissertation in partial fulfilment of the degree of MA

(Hons) in Accountancy and Finance. Additionally, I would also like to thank my family and

friends for their support throughout writing this dissertation.

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Personal Statement

I, Christopher Edward Stout, confirm that I have read and understood the SML

Undergraduate Dissertation Courses: Regulations and Procedures. I understand that the

university considers plagiarism a form of cheating and is taken very seriously. To provide

assurance that all the materials presented in this dissertation are my own effort, I ensure that

all work used as well as ideas taken from other researchers is properly referenced in

accordance with the Harvard system of referencing. I further provide confirmation that my

dissertation has gained ethical approval.

Signature:

Date:

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Table of Contents

Abstract.........................................................................................................................................1

Acknowledgements........................................................................................................................2

Personal Statement.......................................................................................................................3

List of Tables.................................................................................................................................6

List of Figures...............................................................................................................................7

1. Introduction..............................................................................................................................8

1.1 Introduction.................................................................................................................................8

1.2 Motivation to Investigate Corporate Boards................................................................................9

2. Literature Review....................................................................................................................11

2.1 Defining Risk.............................................................................................................................11

2.2 Benefits and Costs of Risk Disclosure.......................................................................................12

2.2.1 Benefits.................................................................................................................................12

2.2.2 Costs.....................................................................................................................................13

2.3 Disclosure Vehicles...................................................................................................................14

2.4 UK Risk Reporting Regulations................................................................................................15

2.4.1 Legislation and Listing Requirements..................................................................................16

2.4.2 Accounting Standards...........................................................................................................16

2.4.3 Voluntary Corporate Governance Codes..............................................................................17

2.5 Risk Disclosure Theories...........................................................................................................17

2.6 Agency Theory, The Board of Directors and Information Asymmetries...................................18

2.6.1 Agency Theory.....................................................................................................................19

2.6.2 Information Asymmetries and the Board of Directors.........................................................21

2.7 Control Variables.......................................................................................................................24

2.7.1 Firm Size...............................................................................................................................24

2.7.2 Leverage...............................................................................................................................24

2.7.3 Liquidity................................................................................................................................25

2.7.4 Industry.................................................................................................................................25

2.8 Hypotheses Development..........................................................................................................25

2.8.1 Independent Non-Executive Directors (INED’s) and the Quantity/Quality of Risk Disclosures.....................................................................................................................................25

2.8.2 Board Size and the Quantity/Quality of Risk Disclosures....................................................26

3. Sample Collection and Research Methodology.......................................................................28

3.1 Sample Collection......................................................................................................................28

3.2 Research Methodology..............................................................................................................29

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3.2.1 Dependent Variable: Quantitative Dimension......................................................................29

3.2.2 Dependent Variable: Quality Dimension..............................................................................32

3.2.3 Model Specification..............................................................................................................38

4. Empirical Results....................................................................................................................40

4.1 Content Analysis........................................................................................................................40

4.1.1 Descriptive Statistics and Total Risk Disclosure Quantity...................................................40

4.1.2 Financial versus Non-financial Risks...................................................................................41

4.1.3 Semantic Properties..............................................................................................................42

4.2 Normalized Composite Quality Index.......................................................................................44

4.2.1 Descriptive Statistics............................................................................................................44

4.2.2 TOM Index...........................................................................................................................44

4.2.3 ES and OP Index...................................................................................................................45

4.2.4 Incremental Quality Value....................................................................................................46

4.2.5 Comparison of RDQ with NCQI..........................................................................................47

4.3 Cross-sectional Regression Analysis.........................................................................................48

4.3.1 Independent Variables..........................................................................................................48

4.3.2 Gauss-Markov Assumptions.................................................................................................49

4.3.3 Cross-sectional Analysis.......................................................................................................54

5. Discussion and Conclusions.....................................................................................................57

5.1 Risk Reporting Practices............................................................................................................57

5.2 Monitoring Environment...........................................................................................................58

5.3 Information Asymmetries..........................................................................................................61

5.4 Limitations.................................................................................................................................62

5.5 Further Research........................................................................................................................63

References...................................................................................................................................65

Appendix A: Decision Rules, Coding Template and Checklist....................................................73

Appendix B: Risk Sentence Examples and Sample Companies..................................................76

Appendix C: Regression Models (SPSS Output).........................................................................80

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List of Tables

Table 1 - Sample Size Calculation

Table 2 - Descriptive Statistics for Risk Sentences and Semantic Properties

Table 3 - Descriptive Statistics for Indices Measuring Quality of Risk Disclosure

Table 4 - Descriptive Statistics for Continuous Independent Variables

Table 5 - Sample Companies Industry Classification

Table 6 - Correlation Matrix

Table 7 - RDQ Multiple Regression Model

Table 8 - NCQI Multiple Regression Model

Table 9 - Hypotheses Testing and Key Outcomes

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List of Figures

Figure 1 - Proposed Solution to Boilerplate Risk Reporting

Figure 2 - Risk Reporting Regulatory Landscape

Figure 3 - Information Asymmetries

Figure 4 - Proposed Agency Theoretical Framework

Figure 5 - Coding Structure

Figure 6 - Types of Risks Disclosed

Figure 7 - Type of Measure Index

Figure 8 - Economic Sign Index and Outlook Profile Index

Figure 9 - Normalized Composite Quality Index

Figure 10 - RDQ Comparison with NCQI

Figure 11 - RDQ Model Residuals versus Predicted Values

Figure 12 - NCQI Model Residuals versus Predicted Values

Figure 13 - Summary of Empirical Results within Agency Theoretical Framework

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1. Introduction

1.1 Introduction

Risk management has received increased attention in recent years, as it is the commonly held

belief among investors, that the business environment has become increasingly more volatile

and uncertain with the greater complexity of commercial dealings (CIMA, 2011). There

exists a growing demand for improved risk reporting of the principal risks and uncertainties

that a firm is exposed to in both its day-to-day operations and future activities (ICAEW,

2011). In light of the 2007/2008 financial crisis, the quality of risk information has been a

major concern, not restricted to the financial industry (ICAEW, 2011; Dobler, 2008). Despite

the implementation of internal control guidance through voluntary corporate governance

codes, the corporate board voluntarily discloses risk information based on its own risk

appetite (ICAEW 1999). The challenge for corporate boards is the alignment of their own

risk appetite with investors, without jeopardizing future business strategies, corporate

reputation or internal risk management systems. Boards are conscious of the negative

consequences imposed by shareholders if the risk information is deemed to negatively impact

the firm (Miihkinen, 2013). Hence, risk reporting is found by many users, analysts in

particular, as too vague in nature to be considered useful (Campbell and Slack, 2008). More

generally, company Annual Reports have increased in size obscuring high quality risk

disclosures and undermining useful information. This has prompted the UK initiative ‘cutting

clutter’ with the intended aim of improving narrative reporting (FRC, 2011). In the context of

risk disclosure, boilerplate1 risk information is considered not to be totally void of quality

value, nevertheless, these safe risk disclosures serve limited use for professional users.

(Abraham and Shrives, 2014).

Professional Bodies and the Accounting Standards Board (ASB) have highlighted

deficiencies, identified challenges and conclude a general lack of improvement in risk

reporting practices (ICAEW, 2011; FRC, 2009; Campbell and Slack, 2008). A number of

studies have investigated the extent of compliance with mandatory risk disclosure regulation

and the impact of adoption on risk reporting practices (Greco, 2011; Bamber and

McMeeking, 2010; Bhamornsiri and Schroeder, 2004). In the absence of comprehensive

mandatory regulation such as in the UK, voluntary risk disclosure determinant studies have

1 Boilerplate risk disclosures are defined as “writing that says nothing new, informative or interesting” (Rooney, 2001, p.155).

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been useful to determine which firm specific and corporate governance variables are

influencing the quantity of risk disclosure. These studies have incorporated disclosure theory,

including incentives (Dobler, 2008), to provide motivations for risk disclosure from a

preparers perspective and have found conflicting results (Linsley and Shrives, 2006, Oliveria

et al, 2011; Abraham and Cox, 2007; Amran et al, 2009; Rajab and Schachler, 2009). The

focus of investigation in these studies was on the quantity dimension of risk information, with

very few exceptions investigating risk disclosure quality dimensions (Berretta and Bozzolan,

2004; Mokhtar and Mellett, 2013; Miihkinen, 2012; Abraham and Shrives, 2014). From an

investors or users perspective, there have been studies exploring the value relevance of risk

disclosures, predominately market risk disclosures (Ahmed et al, 2004; Linsmeier et al, 2002;

Jorion, 2002). More recently, a number of comprehensive US studies have looked at the

informativeness of mandatory risk factor disclosures (Campbell et al, 2011), a new

methodological approach to quantifying risk disclosures using a multi-label text classification

algorithm (Huang, 2011) and the value relevance of textual risk disclosures in 10-K filings

(Kravet and Muslu, 2011). The broad consensus from the most recent US studies seems to

suggest that investors surprisingly perceive risk disclosures as informative, despite the

reporting deficiencies that exist in annual reports (Miihkinen, 2013).

1.2 Motivation to Investigate Corporate Boards

The focus on board determinants in this study, allows for investigation into the corporate

boards chosen governance arrangements which influence risk disclosure policy or strategy. In

the context of the principal-agent framework (Abraham and Cox, 2007; Oliveria et al, 2011),

the board of directors act as a corporate governance mechanism enhancing the monitoring

environment and decreasing agency problems stemming partly from information asymmetry.

Indeed, for managers2, the board acts as the top internal disciplining court of appeals (Fama

and Jensen, 1983).

Standard setters face significant challenges with the regulation of risk reporting. Extensive

disclosure requirements will impose disclosure costs on companies, leading to boilerplate risk

disclosures of little value-relevance to professional users (Jorgensen and Kirschenheiter,

2 The term ‘managers’ refers to the internal agents and decision makers of an organisation. The Chief Executive Officer (CEO) is considered the individual top manager or “highest ranking executive officer within a company or corporation, who has responsibility for overall management of its day-to-day affairs under the supervision of the board of directors” (Rooney, 2001, p.246).

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2003). Alternatively, piecemeal regulations will also lead to boilerplate risk disclosures as

boards are more inclined to disclose nothing (Dobler, 2008). This is not to say that external

risk reporting requirements are ineffectual but perhaps moderate external reporting

requirements would be most influential on risk disclosure. Thus, Corporate Boards are

suggested to provide an internal solution to boilerplate risk disclosures where an extensive

monitoring environment decreases incentives for mangers to act opportunistically, improving

risk reporting information flows3.

Figure 1: Proposed Solution to Boilerplate Risk Reporting

Extensive Endogenous Monitoring Environment Provided by Boards

and Moderate Exogenous Risk Disclosure Requirements

Boilerplate Risk Disclosures

Boilerplate Risk Disclosures

High Quality Risk Disclosures

Excessively High Exogenous Risk Disclosure Requirements

Piecemeal Exogenous Risk Disclosure Requirements

This study offers a solution to uninformative risk reporting practices to be tested empirically

in accordance with an agency theoretical framework. This provides a tentative first step to

understanding board determinants, or more importantly, non-board determinants of risk

disclosure quality and quantity. This will determine the extent to which boards provide a

monitoring function to prevent managers from opportunistically concealing risk information

at board level intended to maintain the status quo, where risk disclosures do not convey real

meaning (Abraham and Shrives, 2014).

3 The CEO is situated on the board of directors and it is therefore expected that the board uses internal risk information provided by the CEO, along with lower ranking managers, in determining the quality/quantity of risk information disclosed to the outside world (Fama and Jensen, 1983).

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2. Literature Review

2.1 Defining Risk

This study with the intention of identifying risk disclosures, must first fundamentally,

establish a definition of risk. At present, ideas of risk include an uncertainty-based and target-

based conceptualization (Dobler, 2008). The uncertainty based view may be further

deconstructed into unmeasurable subjective uncertainty and supposedly objective measurable

uncertainty, in the form of probability (Holton, 2004). The latter constitutes a decision

situation and Knight’s (1921) definition considers risk as the uncertainty of a distribution of

future outcomes which can be expressed numerically using probabilities. Basically, risk is

considered quantitatively measurable. In portfolio theory, risk is measured as the variance of

returns and expected returns are computed using probability inputs (Markowitz, 1952). Non-

systematic risk may be reduced through diversification strategies where as non-diversifiable

or systematic risk is unaffected by the principles of diversification. Probability, however, is a

measure of the likelihood of an events occurrence. A difficulty, aptly identified by Hansson

(2004), is that probabilities are dependent on the observer’s knowledge or lack of knowledge

more precisely. If probabilities were known with certainty, the observer would possess

knowledge which could predict future outcomes. In reality, nearly all decisions are decisions

under uncertainty. Subscribers to the unmeasurable view of uncertainty claim that human

beings can only operationally define their subjective perception of risk, not actual risk itself,

which is inherently unpredictable. This is a criticism of Bayesian decision theory where it

does not consider the cognitive limitations of humans (Hansson, 2004). Examples of risks

where quantitative probabilities are extremely difficult to apply, are in natural disasters and

potential political instability to name a few. The common element associated with either

measurable or unmeasurable uncertainties adopted in this study, is that all risks will relate to

a distribution of future outcomes. Therefore, risk reporting is considered to document the

risks that influence a firm’s distribution of future cash flows, as it provides shareholders with

the knowledge of potential impacts on future economic performance (Dobler, 2008).

The target-based view of risk provides additional conceptual insight. Risk is defined as the

potential deviation from a particular focal point (Borch, 1968). The distinction is made

between the potential loss or gain, also known as upside or downside risk (Borch, 1968;

ICAEW, 2002). In terms of a company’s cash flows, it is ludicrous to expect only negative

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outcomes to occur. All companies would become insolvent in the long-run and a business

enterprise would cease to exist. A definition of risk disclosure which incorporates both the

uncertainty and target-based views of risk is as follows:

“if the reader is informed of any opportunity or prospect or of any hazard, danger, harm,

threat, or exposure, which has already impacted upon the company or may impact upon the

company in the future or of the management of any such opportunity prospect, hazard, harm,

threat or exposure” (Linsley and Shrives, 2006, p.389).

This all-encompassing and broad definition of risk disclosure tested in prior empirical

literature will be used for the purpose of identifying risk disclosures. The main risks

categorised and analysed in this study consisted of operational risks, financial risks,

empowerment risks, information processing and technology risks, strategic risks and integrity

and governance risks (see appendix A).

2.2 Benefits and Costs of Risk Disclosure

2.2.1 Benefits

If the costs of risk disclosure exceeds the benefits, it is argued that risk reporting becomes a

symbolic practice (ICAEW, 2011). Information asymmetry in the context of corporate

disclosure refers to the situation when one party holds superior information which cannot be

accessed by another party. This information problem or lemon problem is conceptualised in

the Akerlof (1970) paper. It uses the American automobiles market for illustration purposes.

A buyer is unable to distinguish between a good car and a bad car at the time of purchase.

This enables the seller to make the claim that a bad car is equivalent to a good car. The

quality of the car is unknown at this time. Only after a period of time will the buyer have a

better understanding of whether or not a lemon has been sold to them. The lemons therefore

drive out the good cars in this model. A degree of information asymmetry therefore exists

between the buyer and the seller. In the context of risk disclosure, the preparer (i.e. the

manager influenced by boards) holds greater risk information than users (i.e. investors).

Healy & Palepu (2001) suggest that corporate disclosure is the primary mechanism for

reducing information asymmetries, improving economic decision making and allowing for

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the functioning of an efficient capital market. Hence, moral hazard and adverse selection

problems will be minimized (Jensen and Meckling, 1976).

The communication of a company’s risk management polices is considered to reduce the cost

of capital (Linsley and Shrives, 2006; Solomon et al, 2000; Abraham and Cox, 2007; Dobler

2008; Mohobbot, 2005). This rationale stems from portfolio theory where investors require a

higher return for a more risky investment. If future returns were known with certainty then

surely investors would choose the securities which offer the highest returns. In reality, future

returns are to a large degree uncertain. Therefore, disclosure of risk information to interested

users such as investors will improve their decision making and will increase their chances of

picking high return securities (ICAEW, 2011; Markowitz, 1991). Disclosure of corporate risk

information will reduce information asymmetries and therefore decrease the cost of capital as

investors perceive the company as less risky. This is assuming of course that the disclosure of

risk information is interpreted by users as good news and therefore a perception of a less

risky company. Negatively interpreted risk information still reduce information asymmetries

but the bad news may influence users to perceive the company as a more risky investment

hence a rise in the cost of capital (Healy and Palepu, 2001). Recently, Campbell et al (2011)

found disclosure tone or the economic sign impacts the cost of capital in a directional

manner. The cost of capital decreases with the disclosure of good news but increases with the

disclosure of bad news.

2.2.2 Costs

A firm which chooses to disclose risk information will increase agency costs, in the form of

higher bonding costs. There are also reputational costs, political costs, legal costs and

proprietary costs which may be incurred. In relation to proprietary costs, the decision to

disclose or not to disclose will depend on what the implications are for the price of a risky

asset (Verrecchia, 1983). Rational users of undisclosed risk information are conscious of the

existence of this information, however, are unable to distinguish whether the information is

good news or bad news and as a result firm value is discounted to the point whereby it was

more appropriate to have disclosed the information in the first place (Verrecchia, 1983). The

firm must weigh up the cost associated with disclosing risk information and the discount in

firm value if risk information is withheld. According to Verrecchia (1983), if proprietary

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costs fell to zero, companies would disclose full information. This seems unlikely with the

consideration of the other costs to disclosure.

With regards to litigation costs, risk information which is ambiguous or misleading may lead

users to interpret or make economic decisions based on this risk information which

negatively affects their investment choices. Firms may be legally liable, who perhaps did not

intend to be deceitful, but disclosed inaccurate risk information nevertheless (Deumes, 2008).

Jorgensen and Kirschenheiter (2003) proposed a model of voluntary risk disclosure which

suggested that when managers choosing to disclose discretionary risk information, considered

the impact of fixed disclosure costs. A manager4 will only disclose risk information if the

variance of a company’s future cash flows is low. Otherwise, the manager will withhold the

risk information. It was also suggested, that the implementation of mandatory risk reporting

requirements, which forces firm’s to disclose risk information that they would have not

disclosed voluntarily, reduces a firm’s share price or value.

Exogenous enforcement of risk regulation in isolation, is unlikely to promote informative risk

disclosures if risk reporting is an endogenous system negatively impacted by external

disclosure costs (Dobler, 2008). Due to the unpredictable nature of the information disclosed

in risk reporting, disclosure incentives, perhaps implemented by boards, is possibly the

endogenous solution to minimizing perceived disclosure costs and potentially enhancing the

quality and benefits of risk disclosure.

2.3 Disclosure Vehicles

An Annual Report may be considered as the primary disclosure vehicle used by a company to

disclose risk information to shareholders and stakeholders exterior to the firm. Companies

are, however, increasingly utilizing alternative voluntary mechanisms to disclose risk

information including press releases, conference calls, corporate websites, interim reports and

meetings with management (Abraham et al, 2012). It is important to note that exclusive focus

on just the Annual Reports of companies may portray a fragmented representation of risk

disclosure practices (Unerman, 2000). Thus in this study, if a company is deemed to disclose

low quality risk information within the Annual Report, this does not necessarily mean that a

4 When managers are referred to as disclosing risk information, this is in accordance with the board of directors as the annual report is prepared by the board (Abraham and Cox, 2007).

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company across all disclose vehicles is disclosing comparatively uninformative risk

information in relation to other firms.

2.4 UK Risk Reporting Regulations

A piecemeal regulatory approach is adopted in the UK (Dobler, 2008). Unlike GAS 5 in

Germany, no comprehensive standard yet exists in the UK. It was found, however, that

exogenous implementation of GAS 5 did not improve the quality of risk reporting practices

overall in Germany and evidence of non-compliance existed (Linsley and Shrives, 2006).

Further evidence of the inadequacy of mandatory risk reporting regulations include

significant differences in the reporting of financial risks relating to financial instruments

(Woods and Marginson, 2004). Pérignon and Smith (2010) found that value-at-risk (VAR)

disclosures were uninformative and were not considered high quality estimates of future

volatility. Woods et al (2008) investigated the extent of de facto harmonization relating to

market risk disclosures in different banks across the globe. Risk reporting practices varied

extensively. A common element of mandatory regulation is the focus on financial risks as

opposed to non-financial risks. This possibly may reflect pressure on standard-setters to

prevent future financial crises from occurring. The ICAEW (2011) considers risk reporting as

limited and should not be considered as a mechanism for the prediction of future financial

failure.

Despite this piecemeal approach and lack of compliance with mandatory requirements,

Miihkinen (2013) considers the UK to be the most advanced in terms of mandatory risk

reporting requirements along with the US, Germany, Finland and Canada. The focus of this

study is on voluntary risk disclosure (i.e. greater than the mandated minimum), hence it is

vitally important to ensure that disclosures made by companies are actually driven voluntarily

rather than by rules (Beretta & Bozzolan, 2004; Core, 2001). A hierarchical depiction of the

risk reporting regulatory landscape is as follows:

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Figure 2: Risk Reporting Regulatory Landscape

2.4.1 Legislation and Listing Requirements

The Companies Act (2006) statutory instrument s414C (2) (b) specifies that a Strategic

Report must be prepared within the Annual Report and contain a section including the

Principal Risks and Uncertainties to which companies are exposed. The content and quality

of risk information contained within this section are unregulated and voluntary. It is argued

that a section of the Annual Report dedicated to risk disclosure will allow investors to easily

interpret a company’s risk profile and make investment decisions (Beretta and Bozzolan,

2004). Companies listed on the FTSE 100 are required to disclose key investment risks (LSE,

2010) for investors to make financial decisions.

2.4.2 Accounting Standards

International Financial Reporting Standards (IFRS) implemented by the IASB focus

predominantly on financial risks associated with derivatives such as IAS 32, IAS 39 and

IFRS 7 (Mokhtar & Mellett, 2013). This accounts for a small proportion of the total risks

faced by a company (Cabedo and Tirado, 2004). IAS 1 and IAS 37 refer to risk disclosure

through the presentation of financial statements and provisions (Thuélin et al, 2006). The

Financial Reporting Council (FRC) issued a number of national accounting standards such as

FRS 4, FRS 5, FRS 8 and most significantly FRS 13. FRS 13 focuses on the disclosure of

financial instruments and their implications for business risk. Principally four types of risks

have been identified as significant in relation to financial instruments and are market risk,

credit risk, cash flow risk and liquidity risk (Mohobbot and Konishi, 2005). Financial risk

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disclosures relating to IFRS or FRS are more likely to be found in the notes to the financial

statements (Abraham and Cox, 2007).

2.4.3 Voluntary Corporate Governance Codes

Voluntary codes have played a crucial part in linking the overall agenda for corporate

governance reform to improvements in the risk reporting practices of companies, enhancing

communications between investee firms and their investors (Solomon, 2013). In relation to

internal control reporting requirements, The Cadbury Report (1992) highlighted risk

disclosure as a central issue for corporate governance reform (Solomon et al, 2000). It

identified impediments to the disclosure of relevant risk information to outsiders as market

imperfections. The Turnbull Report (1999) built on the Combined Code (1998) by linking

corporate risk disclosure to internal control (Abraham and Cox, 2007) and established a

conceptual framework for the disclosure of risk (Solomon et al, 2000; ICAEW, 1999). In

2003, the Combined Code was again revised to include recommendations on board

composition and audit committees, forming both the Higgs Report (2003) and the Smith

Report (2003) respectively (Abraham an Cox, 2007). More recently, the Stewardship Code

(2012) introduced a framework designed for institutional investor commitment, transparency

and accountability with companies. Informative risk reporting should facilitate smooth

functioning of this relationship to enhance long-term shareholder value. Most recently, the

Combined Code (2003) was replaced by the UK Corporate Governance Code in 2012, which

included a number of additional recommendations for enhanced disclosure of risk

information to investors (Solomon, 2013).

In the absence of risk disclosure regulations, firms can seek guidance from professional

bodies and academia (Beretta & Bozzolan, 2004). Otherwise, it is up to the board’s own

discretion as to how to voluntarily disclose risk information, which is dependent upon their

own risk appetite (ICAEW, 1999).

2.5 Risk Disclosure Theories

Mathews and Perera (1996) consider a theory to be composed of a body of knowledge,

internally consistent, provide solutions and explain or predict phenomena. There is, however,

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no universally accepted theory of discretionary risk disclosure which identifies determinants

of voluntary risk disclosure (Abraham and Shrives, 2014). A wide range of disclosure

theories exist instead, including agency, signalling, capital needs, proprietary costs,

attribution, legitimacy, stakeholder and resource-dependence (Abraham and Shrives, 2014).

A large number of studies make no attempt to incorporate disclosure theory at all (Abraham

& Shrives, 2014). A theoretical dichotomy appears to exist in the voluntary risk disclosure

literature (Oliveria et al, 2011). A distinction is made between self-interested, profit

maximising behaviour and consideration of wider social and political objectives where

systems oriented theories are used to describe disclosure practices.

With review of the risk reporting literature, it is evident that there are two ways in which

theory is currently constructed for empirical investigation. Firstly, one particular theory is

selected based on its suitability in relation to design of a particular hypothetical argument

(Rajab and Schachler 2009; Amran et al 2009). This approach has been criticized as unable to

fully explain the complex motivations influencing risk disclosure (Ntim et al 2013).

Secondly, a multi-theoretical approach is adopted when no single theory is appropriate in

explaining risk reporting practices. Although it is not always possible to identify how specific

theories relate to determinant variables (Abraham & Shrives, 2014), along with a number of

incompatibility problems associated with combination (Ntim et al, 2013).

The current state of descriptive theorizing seems to lack consensus. A pioneering normative

approach has recently been suggested by Abraham and Shrives (2014) who developed a

model of determining risk disclosure quality, with the intended aim of improving risk

reporting practices. Be that as it may, in this study it was opted to utilise a descriptive theory,

agency theory specifically, as the interest of this study was in board motivations, influenced

by managers, to disclose risk information. The agency perspective, especially in the context

of boards, is considered by many researchers as the dominant research paradigm although

does suffer from a number of limitations (Wright et al, 2001).

2.6 Agency Theory, The Board of Directors and Information Asymmetries

A theoretical link exists between corporate governance and voluntary disclosure (Cheng and

Courtenay, 2006; Eng and Mak, 2003). The board’s major roles are to provide both oversight

and advisory functions as well as critically the ability to fire, hire and compensate managers

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(Larcker and Tayan, 2011; Fama and Jensen, 1983). The board plays an extremely important

role in the risk management of a firm (ICAEW, 1999). The disclosure of risk information is

integral for a board’s overall risk management strategy and corporate governance (Solomon

et al, 2000). As an integral corporate governance mechanism, the board is responsible for

producing the Annual Report and therefore it is expected that risk disclosure policy emanates

from the board (Abraham and Cox, 2007). The board of directors may be considered at the

heart of an organisations control and decision making system (Fama and Jensen, 1983). It is

therefore expected that the board play’s an integral role in the provision of a framework of

accountability and governance, limiting discretion on the top manager’s part, in terms of

decision making.

2.6.1 Agency Theory

The positivist approach to the application of agency theory5 links disclosure behaviour to

corporate governance (Ho and Wong, 2001). Agency theory identifies scenarios where the

goals of the principal(s) and the agent(s)6 conflict and predicts those governance mechanisms

which mitigate the agent’s self-interested behaviour, control the agency problem and reduce

information asymmetries (Eisenhardt, 1989). In the context of this study, agency theory is

considered most appropriate with consideration of the large diffused equity ownership of

FTSE 100 non-financial firms. Corporate governance mechanisms exist to decrease

manager’s incentives to engage in opportunistic behaviour including the misallocation of

company funds, concealment of risk information from shareholders and the expropriation of

investors (Shleifer and Vishny, 1997).

An agency relationship is considered a contract, a metaphor, whereby the principal(s) plagued

by the free rider problem must appoint an agent(s) to carry out activities on their behalf.

Agents will acquire extensive decision making authority and control over the firm’s non-

human assets (Eisenhardt, 1989; Ross 1973), also known as decision management and control

functions (Fama and Jensen, 1983). Agency theory assumes that the goals of the agent and

the principal conflict. Humans are self-interested and pursue their own objectives where

managers do not act in the principal(s) interests. Both the principal and the agent also exhibit

different attitudes towards risk (Eisenhardt, 1989). Differential risk aversion or moral hazard

5 All individuals are assumed to behave opportunistically (maximization of utility) and rationally in making decisions.6 Manager(s).

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is one reason for the conflict of interests that exists and stands as a major impediment for the

disclosure of high quality risk information by agents (Lambert, 2001). This is where greater

monitoring, exerted by boards, should play a major role.

A firm is considered a nexus of contacts and the behaviour of the firm is the outcome of a

complex equilibrium process. The solution to agency problems seems to be the establishment

of a nexus of optimal contracts between the agent and the principal. Finding this optimal

structure of contacts is costly. Parties will write an incomplete contract which allows for

agency costs (Hart, 1995). Agency costs are incurred by the principal in the form of

monitoring costs, the agent in the form of bonding costs and the divergence or reduction in

welfare that could not have been avoided in the form of residual loss stemming from the

separation of ownership and control (Jensen and Meckling, 1976):

Agencycosts=monitoring costs+bonding costs+residual loss

Examples of monitoring costs incurred by the principal are incentive compensation schemes

and budget restrictions which alter the mangers potential to capture both pecuniary and non-

pecuniary benefits. This will overall increase firm value if the overall agency costs incurred

to limit the divergent activities of the agent are less than the reduction in firm value that

would have occurred if managers were left to their own devices (Jensen and Meckling, 1976).

Bonding costs are also incurred from the agent’s side, which are meant to guarantee that the

agent will not undertake actions which will harm the principal. Solomon (2013) suggests that

an example of ex-ante bonding costs is the disclosure of additional risk information in the

Annual Report. Managers however will have discretion as to how to present this risk

information at board meetings. They will need to determine whether the bonding costs

incurred are less than the benefits received from the reduction in information asymmetries

and a resulting decrease in the cost of capital assuming investors perceive the risk

information as lowering the overall risk of the firm. Theoretically, risk disclosure therefore

actually increases agency costs in the form of greater ex ante bonding costs (Solomon, 2013)

and gives risk adverse managers the incentive not to improve risk information flows at board

level, to minimize specifically bonding costs or agency costs more generally. This may

overall reduce agency problems and information asymmetries if the sum of agency costs,

including bonding costs, are less than the savings made in establishing a near optimal

contract.

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2.6.2 Information Asymmetries and the Board of Directors

In the above conceptual development it was assumed that risk disclosure as a fully

encompassing term reduces information asymmetries between managers and shareholders. It

is argued in this study, that risk disclosure is far more complex than a simple quantitative

dimension can explain. Information asymmetries are therefore reduced through both a higher

quantity of risk disclosure and a higher quality of risk disclosure (see figure 3).

Figure 3: Information Asymmetries

Hence, if there is an increase in quantity but quality decreases or remains constant,

information asymmetries will only partially decrease. The same is true, if there is an increase

in quality but not in quantity. If both an increase in quantity and quality is induced by boards

through a more comprehensive monitoring environment, information asymmetries will

decrease at maximum potential between managers and shareholders.

The board of directors is considered a formal information system which monitors manager’s

behaviour (Ho and Wong 2001; Eisenhardt, 1989). Assuming governance mechanisms are

complementary and not substitutive (Bathala and Rao, 1995), the existence of a

comprehensive monitoring environment provided by boards is expected to increase

informative risk disclosures both in terms of quantity and quality therefore decreasing

information asymmetries. Managers have less of an incentive to withhold risk information for

their own benefit. Mangers would be penalised by shareholders, enforced through the board

of directors. John and Senbet (1998) considered three determinants of the effectiveness of

boards in providing an extensive monitoring environment. These determinants included board

size, composition and independence. This study investigates both board size and

independence. Composition is not examined as it is considered to be closely related to

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independence (John and Senbet, 1998). Board characteristics which are therefore expected to

lead to increased monitoring abilities of manager’s, will have a positive association with both

risk disclosure quantity and quality (see figure 4).

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Figure 4: Proposed Agency Theoretical Framework

Corporate Board’s Provide an Extensive Monitoring Environment

High Quality of Risk Disclosure

High Quantity of Risk Disclosure

Significant Positive Association with Independent Non-Executive Directors

Significant Positive Association with Board Size

Significant Positive Association with Independent Non-Executive Directors

Significant Positive Association with Board Size

Maximal Reduction of Information Asymmetries between Managers and Shareholders

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2.7 Control Variables

A number of firm specific variables have been identified in the literature as significant

empirical or theoretical drivers of disclosure (Ahmed and Courtis, 1999). These variables

were included within the regression models as control variables. Firm profitability and audit

firm size were excluded as they were found to be non-significant drivers of disclosure

(Ahmed and Courtis, 1999). CEO/Chairman duality (i.e. dual leadership) was also excluded

as all the companies within the sample separated these roles, hence no variation. Duality is

also considered not to be a major determinant of a board’s monitoring effectiveness (John and

Senbet, 1998).

2.7.1 Firm Size

An important influencing factor on disclosure is the size of the firm (Cooke, 1992; Mokhtar

and Mellett, 2013). Larger companies tend to have a greater proportion of outside capital and

therefore agency costs in the form of monitoring costs will increase (Rajab and Schachler,

2009). Ahmed and Courtis (1999) conducted a meta-analysis and found that small firms

disclose less information compared with large firms. A large number of risk disclosure

studies have found a significant positive association (Mohobbot 2005; Oliveria et al 2011;

Vandemaele et al, 2009; Amran et al, 2009; Lajili and Zeghal, 2007), although, conflicting

evidence has also been found (Hassan 2009; Beretta and Bozzolan 2004; Mokhtar and

Mellett 2013).

2.7.2 Leverage

Prior empirical literature has found a significant positive association between risk disclosure

and leverage (Oliveria et al, 2011; Deumes and Knechel, 2008). Other researchers have found

no association (Rajab and Schachler, 2009; Linsley and Shrives, 2006). Those firms with a

higher debt ratio (i.e. highly geared firms) are perceived as riskier investments by investors

with greater agency costs. Hence, companies disclose risk information to lower the cost of

capital, satisfy investors and reduce agency problems.

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2.7.3 Liquidity

Liquidity has been found to be a non-significant factor influencing risk disclosure (Elzahar &

Hussainey, 2012; Mokhtar and Mellett, 2013; Hassan, 2009). Those firms with a lower

liquidity ratio are deemed less financially stable than firms with a greater liquidity ratio and

would have an incentive to disclose informative risk information to increase investor

confidence. There is thus strong theoretical impetus to include liquidity within the regression

model.

2.7.4 Industry

Beretta and Bozzolan (2004) argue the environment to which the company is exposed (i.e.

industry) should influence risk disclosure practices. Substantial variation should be observed

for company’s occupying different industries. Beretta and Bozzolan (2004) find no

association, along with Amran et al (2009). Nevertheless, industry is considered an important

influencing variable in the corporate financial reporting literature (Ball and Foster, 1982). A

few empirical risk disclosure studies have found a significant association (Hassan, 2009;

Rajab and Schachler, 2009).

2.8 Hypotheses Development

2.8.1 Independent Non-Executive Directors (INED’s) and the Quantity/Quality of Risk Disclosures

It is assumed in this study that both quality and quantity of risk disclosure are intrinsically

linked. The board is composed of both corporate insiders (executive directors) and outsiders

(non-executive directors) (Hermalin and Weisbach, 2003). Agency theory predicts that not all

classes of non-executive directors will improve accountability and disclosure of information

to shareholders (Haniffa and Cooke, 2002). A distinction should be made between dependent

and truly independent non-executive directors (Abraham and Cox, 2007). Truly independent

non-executive directors are expected to monitor and control the actions of management. Both

Ntim et al (2013) and Oliveria et al (2011) found a statistically significant positive

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relationship between independent non-executive directors and the quantity of risk disclosure.

Abraham and Cox (2007) also found a significant positive association which was stronger for

independent non-executive directors than for dependent non-executive directors. This

supports agency theory’s prediction that a more independent board leads to an increased

monitoring function of managers, thus resulting in reduced agency problems and a decrease

in information asymmetries through greater risk disclosure quantity/quality (Jensen and

Meckling, 1976; Fama and Jensen, 1983). Hence, it is hypothesised in the alternative form

that:

H1: Ceteris paribus, there is a significant positive association between a higher proportion of

INED’s with the quantity of voluntary risk disclosure within UK FTSE 100 non-financial

companies.

H2: Ceteris paribus, there is a significant positive association between a higher proportion of

INED’s with the quality of voluntary risk disclosure within UK FTSE 100 non-financial

companies.

2.8.2 Board Size and the Quantity/Quality of Risk Disclosures

There are two opposing theoretical viewpoints originating from an agency perspective as to

the association between board size and corporate risk disclosure (Mokhtar and Mellett, 2013).

Larger boards are thought of as providing a more extensive monitoring function in relation to

management, greater expertise and a reduction in agency problems as the CEO will be less

dominant over the board. In contrast, a larger board is perceived as suffering from slower

decision making, poor communication, risk aversion and director free-riding (Larcker and

Tayan, 2011). Smaller boards are thus more efficient decision making mechanisms and are

significant indicators of internal monitoring quality (Lakhal, 2005). A small board, however,

may lack expertise and perhaps exert less of a monitoring function leading to greater agency

problems. Given these trade-offs, an optimal board size it thought to exist (Raheja, 2005),

where optimal monitoring capabilities are achieved. Cheng and Courtenay (2006) found a

non-significant relationship between board size and voluntary disclosure. Few empirical

studies have investigated board size as a determinant of risk disclosure. Elzahar and

Hussainey (2012) found no association between risk disclosure quantity and board size within

interim reports. In contrast Mokhtar and Mellett (2013) found a statistically significant

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positive association between board size and risk disclosure quantity, supporting the

theoretical proposition that larger boards provide a greater advisory and oversight duty

leading to a higher quantity of risk disclosure and a partial reduction in information

asymmetries. With consideration of the mixed theoretical rationales from an agency

viewpoint and inconclusive empirical literature, the 3rd and 4th hypotheses are stated in the

null:

H3: Ceteris paribus, there is no association between board size with the quantity of voluntary

risk disclosure within UK FTSE 100 non-financial companies.

H4: Ceteris paribus, there is no association between board size with the quality of voluntary

risk disclosure within UK FTSE 100 non-financial companies.

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3. Sample Collection and Research Methodology

3.1 Sample Collection

The sample consisted of the Annual Reports of UK FTSE 100 listed non-financial companies.

Following (Beretta and Bozzolan, 2004; Linsley and Shrives, 2006; Elzahar and Hussainey,

2012) financial companies (e.g. banks, investment and insurance companies) were excluded

from the analysis. The assets and liabilities of banks or other financial institutions are

primarily financial, as opposed to the real assets held by non-financial companies. Financial

institutions are therefore exposed to predominately financial risks and should be studied

independently. The constituents of the FTSE 100 continually change throughout the year. The

31st December 2013 was the date chosen to represent companies composing the index in the

year 2013. The London Stock Exchange (LSE) information services department provided the

data on those companies which composed the index on the 31st December 2013. Annual

reports were collected from company homepages. Control variables (excluding industry)

were collected through Datastream. The FTSE industry classification benchmark system was

utilised to separate companies into industry group classifications. Board variable information

was gathered manually from the annual reports. The final sample illustrated in Table 1

consisted of 72 companies (also see appendix B).

Table 1: Sample Size Calculation

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Final Sample Size Calculation 2013

Total FTSE 100 Companies 101

Less Financial Institutions (21)

Non-Financial Companies 80

No Principal Risks and Uncertainties section7 (5)

Annual Report not Available (1)

Missing Data from Datastream (1)

Royal Dutch Shell Combined (i.e. A+B) (1)

Final Sample Size 72

Proportion of FTSE 100 Companies 71.29%

UK FTSE 100 non-financial companies were selected for two primary reasons. Firstly, the

UK adopts a piecemeal regulatory approach in relation to risk disclosure and may choose to

adopt voluntary corporate governance codes. The regulatory environment to a large extent

allows for mangers discretion in the disclosure of risk information as companies are allowed

to choose their own board structure (Guest, 2008). Hence, boilerplate risk disclosure should

be expected in such an environment (see figure 1), an ideal regulatory setting for testing a

board’s monitoring effectiveness in relation to risk disclosure. Secondly, companies whose

shares are listed on the FTSE 100 are primarily owned by institutional investors who were

surveyed not to favour greater regulatory requirements influencing risk disclosure (Solomon

et al, 2000). Thus, the focus on the internal monitoring effectiveness of boards in this study as

a potential solution to boilerplate risk reporting, is in adherence to institutional investor’s

7 Surprisingly, despite the legal requirements in the Companies Act (2006).

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preferences. This is of course providing that preferences have not changed since the survey

was issued.

The year 2013 was chosen for the following reasons. Firstly, it provides a most recent

representation of UK risk reporting practices in annual reports allowing for comparison with

previous UK studies (Abraham and Cox, 2007; Linsley and Shrives, 2006). Secondly, the

2007/2008 financial crisis raised awareness in internal control and risk management practices

(Solomon, 2013). It should therefore be expected that enhanced risk disclosure quality in

Annual Reports is likely to be top of the agenda for most corporate boards.

3.2 Research Methodology

3.2.1 Dependent Variable: Quantitative Dimension

Content analysis is “a research technique for making replicable and valid inferences from

texts (or other meaningful matter) to the contexts of their use” (Krippendorff, 2013, p.24). In

this study, this research methodology is used to quantify qualitative text within the risk factor

section of annual reports, consistent with other risk disclosure studies (Oliveria et al, 2011;

Linsley and Shrives, 2006). Other approaches to analysing narratives in annual reports are

subjective analyst ratings, disclosure indices, readability studies and linguistic analyses

(Beattie et al, 2004).

The interest of this study is on voluntary disclosure, hence the focus on the risk factor section

of the Annual Report which is frequently termed as ‘Principal Risks and Uncertainties’. Clear

identification of the set of units or population to be coded allows for interpretation and

comparability of results. The objective of this research technique is to capture an objective

underlying reality and in so doing, obtain an accurate value for the quantity of voluntary risk

information disclosed by FTSE 100 non-financial companies. Content analysis measures the

quantity of information a company discloses relative to other companies and therefore no true

zero point exists (Hassan and Marston, 2010). The measure is representative of an interval

scale rather than a ratio scale. Annual Reports have been manually analysed for risk

information as opposed to electronic searching (Beretta and Bozzolan, 2004; Linsley and

Shrives, 2006; Abraham and Cox, 2007). Electronic searching is considered to undervalue the

meaning of text (Krippendorff, 2013). In saying that, a disadvantage of manual coding is that

it is very time consuming.

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Sentences were selected for both the unit of analysis and unit of measurement in this study.

Milne and Adler (1999) consider sentences the most reliable unit of analysis compared with

alternatives such as words or proportions of pages. Sentences provide context, inferences can

only be drawn from a word in isolation. A series of words to form a sentence, allows for

clarity of meaning and establishes the circumstances that create the setting for an idea to be

understood. Each sentence is analysed to determine whether it may be deemed a risk

disclosure or not and then allocated to the most appropriate risk sub-category (Beattie and

Thomson, 2007). A risk disclosure is further classified according to its semantic properties

discussed later on in this study. With regards to unit of measurement, each coded risk

sentence counts as one risk disclosure. The fundamental premise of content analysis is that

volume indicates the importance of the unit of analysis being disclosed (Unerman, 2000). It is

not merely a presence/absence activity which is a very partial form of analysis and only able

to determine the range or variety of disclosure (Beattie and Thomson, 2007). A problem

inherent with the use of sentences is in the situation where risk information contained within

a sentence may be coded in two or more risk sub-categories. A decision is required, the most

dominant theme must be identified and allocated accordingly. This approach is adopted in

this study. An alternative approach proposed by Beattie et al (2004) suggests splitting the

sentences into text units. This method is not adopted, as it introduces further complexity and

subjectivity to an already subjective process. A trade off exists whereby a greater

understanding and insight is gained through more complex coding decisions although

reduced reliability as a result (Beattie and Thomson, 2007).

Content analysis is a subjective process in the codification of textual information. Three types

of reliability known as stability, replicability and accuracy are commonly used as measures to

test the reliability of the data collected (Krippendorff, 2013). Stability refers to a single

coder’s consistent application of the same procedure over time. Although considered the

weakest of reliability tests (Milne & Adler, 1999), the coder must remain concentrated,

vigilant and attentive when coding across the sample. Replicability and accuracy require

additional individuals for testing. Accuracy is the extent to which coding conforms to a

predetermined standard, set by a selection of experts (Milne and Adler, 1999; Krippendorff,

2013). Replicability or inter-coder reliability measures the degree to which the codification

procedure can be repeated by different individuals producing the same result. Common

measures are Scott’s Pi and Krippendorff’s alpha. In this study, replicability and accuracy

were unable to be tested and therefore is a limitation of this investigation. Although, one way

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to reduce subjectivity and allow readers to make their own meaningful interpretations or

judgements is to increase transparency (Beattie and Thomson, 2007). Hence, see appendix B

for examples of risk disclosure sentences. Additionally, coding was undertaken manually on

paper, then recorded on Excel. A measure of inter-coder reliability can therefore be

calculated in the future, if required, as records were kept.

To ensure consistency and comparability, a disclosure checklist, decision rules and coding

instrument were constructed (see appendix A). In development of the risk disclosure checklist

and decision rules, a comprehensive review of the risk reporting literature was conducted

(Linsley and Shrives, 2006; Abraham and Cox, 2007; Rajab and Schachler, 2009; Cabedo

and Tirado, 2004; Mokhtar and Mellett, 2013; Solomon et al, 2000; Abraham and Shrives,

2014; Beretta and Bozzolan, 2004; Amran et al, 2009). Identification of any regulatory

requirements, IFRS’s and CG codes was also included to ensure that all the classified risk

disclosures were considered as voluntary (Hackston and Milne, 1996). A pilot study was

undertaken where two annual reports were analysed. The disclosure checklist was then

subsequently modified to include additional subcategories to produce the final framework

(Beattie and Thomson, 2007). Stability of the data was also tested during the pilot study

stage, yielding few differences between the original two companies and the subsequent

testing of the same two companies one week later. For a diagrammatic depiction of the

coding procedures see figure 5.

Figure 5: Coding Structure

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3.2.2 Dependent Variable: Quality Dimension

Disclosure is a complex, multi-faceted concept (Beattie et al, 2004). Beattie and Thomson

(2007) suggest a quality-adjusted method of content analysis. Sentences are weighted as well

as counted to reflect their relative significance (Toms, 2002; Hasseldine et al, 2005). Quality

of risk information disclosed is an additional dimension which is erroneously assumed to be

accurately represented by quantity of risk disclosure (Linsley and Shrives, 2006). Prior risk

34

Risk Factor Section

Risk Diclosure

Risk Coded According to Risk

Dislcosure Checklist

Sub-Category

Type of Measure

Economic Sign

Outlook Profile

Future

Past

Non-Time

Good News

Bad News

Neutral News

Non-Monetary

Monetary

No Risk Diclosure

Page 35: Dissertation Draft

disclosure studies have tended to avoid analysis of risk disclosure quality (Linsley and

Shrives, 2006; Mokhtar and Mellett, 2013; Rajab and Schachler, 2009; Abraham and Cox,

2007) with limited exceptions (Beretta and Bozzolan, 2004; Ntim et al, 2013; Miihkinen,

2012). This study thus contributes to the minimal literature on quality of risk disclosure.

There is no definitive definition of quality as it is context dependent and a subjective

phenomenon. Quality has been defined as “the ease with which investors can read and

interpret the information” (Beattie et al, 2004, p.20). Taking this definition one step further,

in the risk disclosure context, informative risk disclosures are deemed to be characterized by

distinctive attribute(s) or characteristic(s) (Linsley and Shrives, 2006; Rajab and Schachler,

2009; Mohobbot 2005). The risk disclosure characteristics may be alternatively defined as

semantic properties. They are as follows:

1) Type of Measure (Monetary or Non-Monetary)

2) Economic Sign (Good News, Bad News or Neutral News)

3) Outlook Profile (Future, Past or Non-Time)

To measure risk disclosure quality, a number of indices were constructed to develop an

overall normalised composite quality index (NCQI). The NCQI measure is a modified model

of Beretta and Bozzolan’s (2004) framework, to capture the quality related dimension of risk

disclosure. Within Beretta and Bozzolan’s (2004) framework, it is assumed that relative

quantity is an essential component of disclosure quality. A suitable proxy are the standardised

residuals obtained from a regression of the number of risk sentences on size, industry or a

complexity variable, less the actual number of risk sentences (Beretta and Bozzolan, 2004;

Beattie et al 2004). A problem with this method identified by Hooks and Staden (2011) is that

high quality reports can be very condensed, focused and concise and therefore low quantity

and volume. A measure assuming higher quality is associated with higher quantity is

misleading as higher quality reports which are of lower quantity will be erroneously

misrepresented as lower quality. The Principal Risks and Uncertainties section of the Annual

Report is highly condensed, usually a few pages long, making this quantity proxy

questionable for development of a composite quality index. It has also been previously

suggested that disclosure quantity and quality are positively related, according to Botosan

(2004). It is important, however, to make the distinction between an implicit component of

the composite quality index design and the inputs used to measure incremental quality.

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Each index individually is mono-dimensional, although in composite, provides a multi-

dimensional profile capturing the semantic properties of risk disclosures. NCQI by

construction, avoids the problem identified by Hooks and Staden (2011) by focusing

specifically on the incremental value provided by higher weighted disclosures. Lower

quantity reports may possess greater disclosure quality if fundamentally the semantic

properties that compose the overall composite index are of higher quality measured by higher

weighted disclosures. NCQI does not however overcome the implicit use of content analysis,

where the inputs necessary for the construction of the index are fundamentally derived from

the counting of risk sentences. Thus, disclosure quality is mechanically inferred through the

measure of risk sentences as inputs (Beretta and Bozzolan, 2008). NCQI is consequently not

fully unrelated or independent of the quantity dimension of disclosure. Although a

hypothetical quality measure totally independent of the quantity dimension of narrative

disclosures, would be unrestricted in terms of abstract notions existing in a subjective realm

which do not reflect the boundaries that the tangible quantity dimension provides. In other

words, the quantity dimension imposes reality on a somewhat arcane or intangible

phenomena.

The construction of a multi-dimensional index focuses on the incremental value associated

with higher quality risk disclosure sentences and therefore does offer valuable quality insights

which an unweighted content analysis approach is unable to obtain. The insights obtained

from NCQI outweigh the limitations associated with the intrinsic link between quantity and

quality dimensions.

The first semantic property to be weighted was type of measure:

TOM i=1

RDQi∑j=1

RDQi

[ (W ij × M ij)+(W ij × NM ij) ]

Where:

TOM i = type of measure index for company i;

RDQi= risk disclosure quantity for company i;

j= risk sentence disclosed;

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W ij = attributed weight assigned to sentence j containing non-monetary information given a

value of 1 and monetary information given a value of 2 for company i;

M ij = sentence j contains monetary information on company i;

NM ij=¿ sentence j contains non-monetary information on company i.

The economic sign index is constructed as follows:

ESi=1

RDQi∑j=1

RDQi

[ (W ij ×GN ij )+ (W ij × BN ij )+(W ij × NN ij) ]

Where:

ESi = economic sign index for company i;

W ij = attributed weight assigned to sentence j containing neutral news given a value of 1,

good news given a value of 2 and bad news given a value of 3 in company i;

GN ij = sentence j contains good news information on company i;

BN ij = sentence j contains bad news information on company i;

NN ij = sentence j contains neutral news information on company i.

The third semantic property to be included in the composite index was outlook profile:

OPi=1

RDQ i∑j=1

RDQi

[ ( W ij × F ij )+(W ij × Pij )+(W ij × NT ij )]

Where:

OPi = outlook profile for company i;

W ij = attributed weight assigned to sentence j containing non-time information given a value

of 1, past information given a value of 2 and future information given a value of 3 in

company i;

F ij = sentence j contains future information on company i;

Pij = sentence j contains past information on company i;

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NT ij = sentence j contains non-time information on company i.

These three indices are normalized to prevent a scale effect from occurring. Feature scaling

or normalization are methods used to standardise features of data and bring all the values into

the range 0≤ ¿iN≤1. Similar to Beretta and Bozzolan (2004) the min-max scaling method was

used as follows:

¿iN=

¿i−¿min i

¿maxi−¿min i

Where:

¿iN = normalized index for company i;

¿i = original un-normalized index for company i.

The final weighted normalized composite index for each firm is obtained using the simple

arithmetic mean of the three indices:

NCQI iN=1

3(TOM i

N+ESiN+OPi

N )

Where:

NCQI i = normalized composite quality index for company i;

TOM iN = normalized type of measure for company i;

ESiN = normalized economic sign for company i;

OPiN = normalized outlook profile for company i.

The different attributed weights applied in each index were based on arguments presented in

prior literature to reduce subjectivity. In relation to economic sign, bad news was ranked the

highest. In addition to agency costs, there are reputational costs and negative impacts on the

stock price with the disclosure of specifically bad news (Skinner, 1994). Skinner (1994)

found that bad news disclosures cause greater stock price reactions than good news

disclosures. Thus, the company has the incentive to voluntarily disclose bad news early to

avoid the likelihood of lawsuits arising from the accusation that inadequate notice of a

negative earnings announcement was given. Bearing these costs in mind, narrative

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disclosures in listed companies have been found to adopt a variety of concealment strategies

(Aerts, 2005). Companies tend to emphasise good news more than bad news and exhibit self-

serving attributional bias (Aerts, 2005; Clatworthy and Jones, 2003). Good news or positive

outcomes are associated with internal operations of the company and bad news or negative

outcomes are blamed on the external environment outside the company’s control (Clatworthy

and Jones, 2003). Bad news is thus weighted comparatively higher than good news as bad

news disclosures lend credibility to Annual Reports, may result in potential costs to the

company and are integral to narrative concealment strategies when management and

shareholder interests diverge. Neutral news disclosures are ranked the lowest as they are

considered the least informative in terms of economic conditions impacting on the company

(Linsley and Shrives, 2006).

The type of measure index weighted monetary information higher than non-monetary

disclosures. It has been suggested that improvements in risk reporting quality will result

where companies place more emphasis on monetary risk disclosure (Linsley and Shrives,

2000). There is a tendency for companies to refrain from quantifying risk as its uncertain

nature may expose the company to unnecessary legal action from investors. The quantitative

measures of risk available today, such as alpha, beta, R-squared, standard deviation and the

Sharpe ratio are restricted to portfolio theory and practice (DeFusco et al, 2007). The value at

risk (VaR) methodology is also only applicable to financial risks (Jorion, 2002). Non-

financial risks are more difficult to quantify and therefore lead managers to disclose

boilerplate qualitative statements which merely inform investors of the existence of a non-

financial risk but removes the decision to make unrealistic estimates. The ICAEW (2011)

suggest that companies should focus on disclosing quantitative information which provides

information on the firm’s activities, assets, liabilities, commitments as well as industrial and

geographical sectors. Monetary disclosures are thus deemed to be weighted higher than non-

monetary disclosures as boards feel confident enough that the estimates are accurate and

allow readers to determine the impact of a particular risk (Linsley and Shrives, 2006).

Disclosures deemed forward looking, were weighted the highest compared with non-time and

past disclosures within the outlook profile index. Forward looking information allows for

evaluation of a firm’s future financial performance as well as highlighting principal risks

which may cause actual results to vary significantly compared with estimated results (Aljifri

and Hussainey, 2007). Future orientated information is considered to be of comparatively

more help to investors in making investment decisions as opposed to backward looking

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disclosures (Clarkson et al, 1994). There are a number of associated costs such as an inherent

degree of uncertainty in predicting the future. A greater risk of litigation action arising from

inaccurate disclosures may arise (Aljifri & Hussainey, 2007). Information which contains

projections, plans, future economic performance and mitigation actions taken in the future to

tackle exposed risks contain additional incremental value to investors which non-time or past

information disclosures are unable to provide (CFA, 2014; ICAEW, 2011).

3.2.3 Model Specification

In addition to content analysis and NCQI, this study adopted a common statistical technique

used to analyse cross-sectional data. Multiple regression models were constructed using the

Ordinary Least Square (OLS) method as opposed to alternative techniques such as Maximum

Likelihood Estimation (MLE) and Generalized Method of Moments (GMM) (Wooldridge,

2009). The multivariable model for risk disclosure quantity is as follows:

RDQ=β0+β1 INED+B2 BSLOG+ β3 FSLOG+β4 INDGroup1+β5 INDGroup 2+β6 INDGroup 4+β7 INDGroup 5+β8 LEV +β9 LI+ε

The multivariable model for risk disclosure quality is as follows:

NCQI=β0+β1 INED+ β2 BSLOG+β3 FSLOG+β4 INDGroup1+β5 INDGroup2+β6 INDGroup 4+β7 INDGroup5+β8≤+ β9 LI +ε

Where:

RDQ = Risk Disclosure Quantity;

NCQI = Normalized Composite Quality Index;

β0 = Intercept;

INED = Independent Non-Executive Directors;

BSLOG = Board Size Log;

FSLOG = Firm Size Log;

INDGroup1 = Oil and Gas/Basic Materials Industries;

INDGroup2 = Industrials Industry;

INDGroup4 = Telecommunications/Technology Industries;

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INDGroup5 = Healthcare/Utilities Industries;

LEV = Leverage;

LI = Liquidity;

ε = Error Term.

The objective of both these models is to ascertain whether a significant association exists

between the dependent variables (e.g. RDQ and NCQI) and the corporate board variables

(e.g. BS and INED), as well as the control variables.

4. Empirical Results

4.1 Content Analysis

4.1.1 Descriptive Statistics and Total Risk Disclosure Quantity

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Descriptive statistics for risk disclosure sentences of the sample of 72 companies analysed are

contained within Table 2. The total number of risk sentences disclosed was 8512 sentences

located within the risk factor section. This is greater than previous risk disclosure studies

which analyse the entire Annual Report (Linsley and Shrives, 2006; Abraham and Cox,

2007). Collected 13 year hence, this study operationalised the same checklist and broad

definition of risk disclosure as Linsley and Shrives (2006). This allows for comparison and

provides strong evidence for a potential increasing trend in the quantity of narrative risk

information included within Annual Reports, in line with the FRC’s argument for the need to

cut irrelevant clutter (FRC, 2011). Longitudinal data would need to be collected to confirm

this trend of increasing narrative risk information. The minimum of 27 sentences

(Persimmon) and maximum of 390 sentences (Coca-Cola HBC AG) highlights the significant

variation in risk disclosure quantity between companies in the year 2013.

Table 2: Descriptive Statistics for Risk Sentences and Semantic Properties

Descriptive Statistics8 (n=72)

Total Disclosures

Minimum Maximum Mean Standard Deviation

Total risk disclosure 8512 27 390 118.222 57.229Financial risk disclosure

1340 0 73 18.611 16.186

Non-financial risk disclosure

7172 17 317 99.611 48.541

Operational risk disclosure

3388 6 168 47.056 30.034

Empowerment risk disclosure

480 0 24 6.667 5.294

IT risk disclosure 675 0 31 9.375 8.006Integrity and governance risk disclosure

588 0 46 8.167 9.986

Strategic risk disclosure

2041 0 110 28.347 19.290

Monetary risk disclosures

199 0 28 2.764 4.404

Non-monetary risk disclosures

8313 27 362 115.458 54.532

Future risk disclosures

622 0 39 8.639 8.637

Past risk disclosures 3353 1 116 46.569 24.355Non-time risk disclosures

4537 9 251 63.014 40.015

8 Sentence as unit of measurement.

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Bad news risk disclosures

2674 4 239 37.139 35.004

Good news risk disclosures

2709 1 129 37.625 21.116

Neutral risk disclosures

3129 7 133 43.458 25.369

4.1.2 Financial versus Non-financial Risks

Non-financial risks varied to a greater extent than financial risks across the 72 non-financial

firms. The standard deviation was 32.355 sentences greater for non-financial risk disclosure

compared with financial risks. The mean for financial risks was 81 sentences less than non-

financial risk. A few companies disclosed no financial risk information at all, hence the zero

figure for the minimum value. Financial risks accounted for 15.74% of total risk disclosure in

comparison with non-financial risk disclosure of 84.26%. Consistent with prior results

(Vandemaele et al, 2009; Mohobbot, 2005), the findings do not come as a surprise.

Companies are more likely to disclose financial risks in accordance with IFRS in the notes to

the accounts, rather than provide voluntary financial risk information elsewhere (Abraham

and Cox, 2007). This does however suggest that companies are more willing to disclose

voluntary non-financial risk information in the risk factor section of the Annual Report

compared with financial risk.

In relation to non-financial risk, operational risk was the most frequently disclosed risk

category in terms of quantity, totalling 3388 sentences which composed 47.24% of non-

financial risk and 39.8% of total risk disclosure. It was the only risk category that was

disclosed by every company in the sample, with the minimum of 6 sentences provided by

Persimmon. Strategic risk was the next most commonly disclosed category of risk

information, with 2041 sentences disclosed. This equated to 28.46% of non-financial risk and

23.98% of total risk disclosure. The quantity of strategic risk disclosed which documents

external risk factors, was found to be less than operational risks which are associated with the

internal workings of the business. This result is in contrast to Linsley and Shrives (2006) as

well as Amran et al (2009), who found strategic risks to be disclosed in greater quantity than

operational risks. Similar quantities of IT and integrity and governance risk disclosures were

found at 675 and 588 sentences respectively. Integrity and governance risk disclosures were

found to be much less than the findings of Linsley and Shrives (2006) who found 1571 risk

sentences. The Principal Risks and Uncertainties section contains few, what Linsley and

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Shrives (2006) call, ‘policy-integrity’ risk disclosures which merely describe the risk

management systems in place to mitigate risk. The types of risk that were disclosed the least

out of the 6 main categories, were empowerment risks of 480 sentences. This represented

6.69% of non-financial risk and 5.64% of total risk disclosure. 16 out of the 72 companies

disclosed no empowerment risks at all. This is surprising, considering the volatility associated

with outsourcing and the uncertain nature of performance incentives achieving their desired

outcome of improved employee performance. A diagrammatic representation of both

financial and non-financial risks is as follows:

Figure 6: Types of Risks Disclosed

Financial Risk Disclosure 1340

Operational Risk Disclosure3388

Empowerment Risk Dis-closure

480

IT Risk Disclosure675

Integrity and Governance Risk Disclosure

588

Strategic Risk Disclosure2041

Types of Risks Disclosed

4.1.3 Semantic Properties

4.1.3.1 Type of Measure

Risk disclosures were coded according to their semantic properties. With regards to type of

measure, it was found that the number of non-monetary disclosures vastly outnumbered

monetary disclosures consistent with prior literature (Oliveria et al, 2011; Rajab & Schachler,

2009; Lajili & Zeghal, 2005). Monetary risk disclosures were 2.34% of total risk disclosures

whereas non-monetary risk disclosures accounted for 97.66% of total risk disclosures.

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4.1.3.2 Outlook Profile

The outlook profile disclosure dimension was also consistent with prior literature (Lajili &

Zeghal, 2005; Beretta and Bozzolan, 2004) where future risk disclosures were disclosed in

the minority, with 622 sentences, 7.31% of total risk disclosure. This result however

contradicted with Linsley and Shrives (2006) who found that past risk disclosures were less

than future risk disclosures. In this study, backward-looking disclosures were greater than

forward-looking disclosures with 3353 sentences, 39.39% of total risk disclosure. 4537 non-

time sentences were disclosed, 53.30% of total risk disclosure, which tended to be generic or

boilerplate in terms of information disclosed.

4.1.3.3 Economic Sign

In relation to economic sign, it was found that good and bad news was disclosed fairly

equally. There were 2709 good news risk sentences disclosed and 2674 bad news risk

sentences disclosed. These findings are in conflict with prior empirical evidence where good

news seems to dominate (Rajab & Schachler, 2009; Linsley and Shrives, 2006). The results,

however, are consistent with Oliveria et al (2011). One possible reason for the almost equal

disclosures of good news and bad news may be the narrative structure of the risk factor

section of the annual report. Many companies disclosed information in the format where risks

were identified, then the negative impact on the company was elaborated and mitigation

actions designed to reduce the negative impact were disclosed. It was common for these

negative impact statements to have a corresponding mitigating counterpart, hence good and

bad news disclosures were in a 1:1 ratio for many companies analysed. Neutral news was

most commonly disclosed, with 3129 sentences.

In relation to the semantic properties, companies were more inclined to voluntarily disclose a

greater quantity of risk information that was qualitative, neutral in impact and non-time

specific, in the risk factor section of the Annual Report.

4.2 Normalized Composite Quality Index

4.2.1 Descriptive Statistics

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Sentences coded as risk disclosures were subsequently weighted to create an index for each

semantic property. Indices with a higher value possess a higher incremental quality weighting

according to that semantic property dimension. Similarly, for the composite index, a higher

value relates to a higher quality of risk disclosure.

Table 3: Descriptive Statistics for Indices Measuring Quality of Risk Disclosure

Descriptive Statistics9

(n=72)

Minimu

m

Maximu

m

Mean Standard

Deviation

TOM N 0 0.14706 0.0207

7

0.02736

ESN 0.07426 0.43333 0.2755

2

0.08015

OPN 0.06835 0.69886 0.4574

2

0.11143

NCQI N 0.10671 0.61240 0.2568

3

0.05848

4.2.2 TOM Index

The results from the TOM index indicate that 29 companies decided not to disclose monetary

information, hence the zero value for the index. Hence, those companies that disclosed no

monetary information hold zero incremental quality value. Companies that did disclose

monetary risk information as illustrated in figure 7, exhibited substantial quality variation.

This is highlighted in the difference between the mean and maximum value of 0.12629. The

interesting question that therefore arises from these results is why do some companies choose

to disclose voluntary monetary risk information while others do not? 29 out of the 72 firms

disclosed no monetary risk information which is 40.28% of the total sample. Interpretation of

these results suggests that managers are less confident to voluntarily disclose monetary risk

information. Managers may disclose voluntary monetary risk information if they feel

confident enough that the risk information will not have a future negative impact. If

9 Weighted sentences as unit of measurement.

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manager’s confidence or attitude towards risk is low, voluntary monetary risk information

will be less likely to be disclosed.

Figure 7: Type of Measure Index

0 2 4 6 8 10 120

2

4

6

8

10

12

TOM Index

Sample firms (n=72)

TOM

inde

x va

lue

(Wei

ghte

d Se

nten

ces)

4.2.3 ES and OP Index

The sample varied greatly in terms of weighted sentences disclosed between the ES and OP

index (see figure 8). The OP index exhibited greater variation than the ES index with a

standard deviation of 0.11143 compared with 0.08015. The difference between the minimum

and maximum value was also greater for the OP index in comparison with the ES index of

0.2714410.

10 [OPMAX−OPMIN ]−[ ESMAX−ESMIN ].

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Figure 8: Economic Sign Index and Outlook Profile Index

0 2 4 6 8 10 120

2

4

6

8

10

12

ES index and OP index

ES Index

Sample firms (n=144)

Indi

ces

Valu

es (W

eigh

ted

Sent

ence

s)

The ES index and OP index varied within different ranges. A large number of firms for the

ES index can be found between 0.2 and 0.35 illustrated with the use of a linear trend line. In

contrast most firms for the OP index are found within a greater range between 0.4 and 0.5.

This suggests that companies disclose higher quality outlook profile information compared

with economic sign disclosures as the weighted index is consistently higher across the sample

for outlook profile. Boards realise the potential negative impact on the stock price and

potentially higher disclosure costs with bad news risk disclosures. This may be a reason for

the consistently lower quality of economic sign disclosures.

4.2.4 Incremental Quality Value

The composite quality index values for the sample are illustrated in figure 9. When the 3

semantic property indices are combined, companies tend to exhibit relatively uniform quality

disclosure practices in the principal risks and uncertainties section of the annual report. With

a potential quality value of 1.0, the majority of firms score fairly low between 0.2 and 0.3 for

disclosure quality. Interpretation of these results indicates boilerplate risk disclosures as

opposed to value-relevant incremental risk information. There are 2 significant outliers.

Ashtead Group disclosed the highest quality risk information with an index value of 0.61240

and Associated British Foods disclosed the lowest quality information with an index value of

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0.10671. These quantitative results lend support for the ICAEW’s (2011) identified risk

reporting challenges and the need for better risk reporting.

Figure 9: Normalized Composite Quality Index

0 2 4 6 8 10 120.000

2.000

4.000

6.000

8.000

10.000

12.000

NCQI index

Sample firms (n=72)

NCQ

I ind

ex v

alue

(Wei

ghte

d Se

nten

ces)

4.2.5 Comparison of RDQ with NCQI

There seems to be broad consensus in the risk reporting literature to date that risk disclosures

in Annual Reports are boilerplate, generic, symbolic and lack transparency (Abraham and

Shrives, 2014; Linsley and Shrives, 2006; Solomon et al, 2000). Evidence suggests that the

quantity of narrative risk information is increasing, however, these increased disclosures are

insubstantial so far as quality and usefulness is concerned (Campbell and Slack, 2008).

Boards of listed companies seem to be adopting a ‘window dressing’ disclosure strategy. To

the less perceptive users of narrative risk information, increased disclosure may suggest risk

reporting is improving. Although increasing generic risk disclosures may actually be an

attempt to conceal the most significant risks facing the company as the quality of information

decreases. Quantitatively this phenomena or strategy is observed in figure 10 and lends

support for qualitative statements made in previous studies that risk information is considered

boilerplate and generic. As RDQ increases, overall NCQI decreases. It is therefore expected

that a negative association exists between RDQ and NCQI.

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Figure 10: RDQ Comparison with NCQI

1 4 7 10 13 16 19 22 25 28 31 34 37 40 43 46 49 52 55 58 61 64 67 700

50

100

150

200

250

300

350

400

450

0.000

0.100

0.200

0.300

0.400

0.500

0.600

0.700

RDQ and NCQI Index

RDQ Linear (RDQ) NCQI Linear (NCQI)

Sample Firms (n=72)

Num

ber o

f risk

sent

ence

s

NCQ

I Ind

ex V

alue

(Wei

ghte

d Se

nten

ces)

4.3 Cross-sectional Regression Analysis

4.3.1 Independent Variables

Table 4: Descriptive Statistics for Continuous Independent Variables

Descriptive Statistics (n=72)

Unit of Measurement Minimum Maximum Mean Standard Deviation

Firm size Log total assets 14.051 19.361 15.962 1.296Leverage Ratio of total debt to total

assets 0 0.624 0.255 0.143

Liquidity Current Ratio (current assets/current liabilities)

0 3.72 1.284 0.633

Independent non-executive directors

Ratio of independent non-executive directors/board size

0.286 0.923 0.597 0.115

Board size Log number of board members

1.609 2.944 2.368 0.225

The FTSE industry classification benchmark system was used to classify the sample of

companies into different industry categories. Consumer goods and consumer services were

merged to aid comparison (INDGroup3). Basic materials and oil and gas were also combined

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(INDGroup1). Industrials were not grouped with any other industry (INDGroup2). Both

technology and healthcare possessed 2 companies and 3 companies respectively, thus the

decision was made to merge technology and telecommunications (INDGroup5). Health care

and utilities were also combined to aid comparison (INDGroup4). The final combinations

consisted of 5 industry groupings to be included within the regression models. Dummy

variables were created for each group minus 1. A base or reference group is created which is

excluded from the model to avoid perfect collinearity or the dummy variable trap

(Wooldridge, 2009). Consumer goods/consumer services were chosen to represent the base

group. In addition to aiding comparison, industry groups were consolidated to ensure dummy

variables were kept to a minimum. The addition of multiple dummy variables increases

model fit but reduces degrees of freedom and results in a model that does not provide any

general conclusions (Wooldridge, 2009).

Table 5: Sample Companies Industry Classification

Industry Company Distribution (n)

Percent Distribution (%)

Oil and Gas 6 0.08Basic Materials 7 0.10Industrials 18 0.25Consumer Goods 13 0.18Consumer Services 16 0.22Health Care 3 0.04Utilities 5 0.07Telecommunications 2 0.03Technology 2 0.03Financial 0 0.00Total 72 100.0

4.3.2 Gauss-Markov Assumptions

There are a number of assumptions of OLS estimation which must be satisfied to prove the

Gauss-Markov theorem and that OLS estimators are best linear unbiased estimators (BLUE)

(Greene, 2003).

Firstly, the error term of the distribution must be normal. The normality assumption was

tested both visually and statistically. Visually, using SPSS, the standardised residuals were

plotted using a histogram and a normal probability plot (P-P plot). Statistically, two tests

were used including Kolmogorov-Smirnov and Shapiro-Wilk. The error term was found to be

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normally distributed (see appendix C). Kurtosis and skewness were therefore assumed to

likely possess an absolute z-value below 3.29 which is the critical value required to reject the

null hypothesis and conclude that the distribution of the sample is normal (Kim, 2013). This

z-value equates to this study’s sample size (50<n<300).

Secondly, a linear relationship should exist between each independent variable and the

dependent variable. To test this assumption, each independent variable was plotted

graphically in relation to the dependent variable using a scatter plot. As expected, some

variables showed an approximate negative linear relationship, others positive and some

showed no relationship. Variables that were either non-linear or not normally distributed,

both visually and statistically, were logarithmically transformed. Firm size and board size

variables were non-linear and therefore log transformed using the natural logarithm

consistent with prior literature (Ntim el al, 2013; Abraham & Cox, 2007).

Thirdly, to test for mulitcollinearity a correlation matrix was constructed using the variables

included in each regression model. It has been suggested that if pairwise correlation

coefficients exceed a collinearity threshold of 0.8, a mulitcollinearity problem may exist

(Mela and Kopalle, 2002). This value of 0.8 may still be too high and a more conservative

threshold has been suggested between 0.5-0.7 (Dormann et al, 2013). Bivariate relationships

were investigated using Pearson’s parametric coefficients and were calculated as follows (see

table 6).

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Table 6: Correlation Matrix

Correlation Matrix: Bivariate Relationships

  RDQ NCQI FSLOG LEV LI INDGroup1 INDGroup2 INDGroup4 INDGroup5 BSLOG INEDRDQ 1                    

NCQI -.068 1                  

FSLOG .381** .029 1                

LEV .153 .091 .184 1              

LI -.038 -.067 -.231 -.292* 1            

INDGroup1 .214 -.004 .350** -.146 .226 1          

INDGroup2 -.138 .173 -.314** .057 .024 -.271* 1        

INDGroup4 -.072 .210 .035 -.046 -.046 -.114 -.140 1      

INDGroup5 .125 -.013 .135 .282* .072 -.166 -.204 -.086 1    

BSLOG .243* .051 .424** .074 -.194 .041 -.186 -.120 .100 1  

INED .270* -.013 .454** -.015 .029 .244* -.067 .025 .060 .261* 1

**. Correlation is significant at the 0.01 level (2-tailed).

*. Correlation is significant at the 0.05 level (2-tailed).

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The highest correlation found was between INED and FSLOG of 0.454. This value is

significantly lower than 0.8 and even less than the most conservative threshold of 0.5. Low

pairwise correlation coefficients do not necessarily confirm that there are no mulitcollinearity

issues and do not reveal higher order collinearity (Wooldridge, 2009). Variance Inflation

Factors (VIF’s) were therefore calculated to measure the linear relationship between one

independent variable and all other independent variables. A value greater than 10 signals a

major mulitcollinearity problem (Dormann et al, 2012). As shown in tables 7 and 8, the

highest VIF’s equalled 1.972 and 2.012 respectively for FSLOG in each model, which is far

below the threshold of 10. Both the correlation matrix as well as VIF’s suggest there are no

mulitcollinearity problems. Furthermore, confirming the results of the content analysis, RDQ

and NCQI are negatively related although statistically non-significant. This contrasts with

previous disclosure quality measurement frameworks whereby the quantity and quality of

disclosure are considered positively related (Botosan, 2004).

The 4th assumption is homoscedasticity, where the variance of the error term is constant

across different values of the independent variables (Wooldridge, 2009). A residual analysis

was conducted to test the homoscedastic assumption. The plot of the residuals against the

predicted values for both the RDQ and NCQI model respectively is as follows:

Figure 11: RDQ Model Residuals versus Predicted Values

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Figure 12: NCQI Model Residuals versus Predicted Values

It is evident from figures 11 and 12 that no discernible pattern exists and residuals do not

seem to grow as a function of the predicted value. More extensive analysis was also

conducted plotting residuals versus independent variables in SPSS. Again, no systematic

increase in residuals was observed.

The 5th assumption assumes error observations are not correlated. To test if autocorrelation

exists, the Durban-Watson (DW) test was calculated. Generally, cross-sectional regressions

are less prone to autocorrelation issues compared with regression models using time-series

data (Wooldridge, 2009). For the RDQ model, DW was 1.388 and for the NCQI model, DW

was 1.945. The DW statistic for both models was near 2 suggesting that there are no-

autocorrelation problems. The DW test has no critical value for which the null hypotheses is

rejected. Instead there exists a zone of indecision defined by an upper and lower bound

(Wooldridge, 2009).

Violation of the 6th and final assumption is misspecification. This is where inappropriate

independent variables are selected, excluded or the incorrect functional form is chosen which

leads to endogeneity problems (Greene, 2003). In other words, the conditional mean of the

error term should be zero. To reduce the possibility of misspecification, extensive review of

past empirical literature on determinants was conducted. Control variables were included as

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well as agency theoretical justifications investigated for the correlations between the

independent and dependent variables.

Overall, with the testing of the Gauss-Markov theorem, results suggest that the assumptions

have indeed not been violated and valid inferences may be drawn from the 2 regression

models. There is a variety of additional tests that may be conducted and it is important to note

that in interpretation of the regression models, correlation does not imply causation.

4.3.3 Cross-sectional Analysis

Outliers were removed from the regression to increase accuracy and reduce errors of

influence. There is no consensus on whether to keep or remove outliers (Osborne and

Overbay, 2004). Outliers were identified using casewise diagnostics on SPSS as well as

visually on a scatter plot (Y against X). In the RDQ model, 1 firm was removed from the

overall sample and in the NCQI model, 2 sample firms were removed.

Table 7: RDQ Multiple Regression Model

RDQ Regression Model

Unstandardized Coefficients

t Sig. VIF

B (Constant)

-138.348-1.679

.098* 

FSLOG10.245

1.927

.059* 1.972

BSLOG 5.481 .219 .827 1.308 LEV 27.487 .707 .482 1.281 LI -.160 -.018 .986 1.362 INGroup1

23.2291.454

.151 1.589

INGroup2 7.004 .537 .593 1.337 INGroup4 -6.390 -.281 .780 1.144 INGroup5

21.6831.202

.234 1.353

INED102.271

2.060

.044** 1.335

R Square Adjusted R Square df

Durbin-Watson

No. of Observations

F Statistic Sig.

.340 .242 9 1.388 71 3.484 .002**

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** significant at the 0.10 level (2-tailed). ** significant at the 0.05 level (2-tailed). *** significant at the 0.01 level (2-tailed).

Table 8: NCQI Multiple Regression Model

NCQI Regression Model

Unstandardized Coefficients

t Sig. VIFB(Constant)

.1101.580

.119 FSLOG

.0051.184

.241 2.012

LEV-.040

-1.203

.234 1.275

LI .001 .182 .856 1.359INED -.006 -.136 .892 1.319BSLOG

.0251.190

.239 1.314

INGroup1 .005 .337 .737 1.626

INGroup2.015

1.358

.180 1.319

INGroup4.065

3.368

.001*** 1.158

INGroup5 .011 .700 .487 1.344

R SquareAdjusted R Square df

Durbin-Watson

No. of Observations

F Statistic Sig.

.223 .106 9 1.94570

1.913.067*

* significant at the 0.10 level (2-tailed).*** significant at the 0.01 level (2-tailed).

Tables 7 and 8 present the cross-sectional results for both the RDQ and NCQI models. The

RDQ model explained 24% of the variation in the pattern of voluntary risk disclosures across

the sample of firms. This value was similar to Oliveria et al (2011) and Mokhtar & Mellett

(2013). Other studies have found higher adjusted R2 (Amran et al, 2009; Abraham & Cox,

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2007). A reason for the lower R2 in comparison with a few other studies may be due to

analysing only the risk factor section and additional voluntary information may be found

elsewhere in the annual report. The model was significant ( p<0.01) and therefore possesses

predictive ability. The regression model of NCQI was also significant ( p<0.10), albeit at a

lower level in comparison with the RDQ model. The NCQI model explained 11% of the

variation in the pattern of risk disclosure quality. Beretta and Bozzolan (2004) found a similar

adjusted R2 value of 14% for their quality index

With regards to the control variables, firm size was statistically significant and positive

( p<0.10) in relation to RDQ (Abraham and Cox, 2007; Konishi and Ali, 2007). This

suggests that larger firms disclose greater quantities of risk information compared with

smaller firms. A non-significant and positive association is found between firm size and

NCQI which confirms Beretta and Bozzolan’s (2004) findings that disclosure quality is not

influenced by firm size. For both regression models, leverage was non-significant although

positively related to RDQ and negatively related to NCQI. The positive relationship with

RDQ supports the findings of Oliveria et al (2011) and Deumes and Knechel (2008).

Liquidity was also non-significant and negatively related to RDQ. It was however, positively

related to NCQI. A non-significant result confirms prior empirical findings (Elzahar and

Hussainey, 2012; Mokhtar and Mellett, 2013; Hassan, 2009). In contradiction with previous

empirical studies, industry was found to be non-significant across the 4 groups in relation to

RDQ (Hassan, 2009; Handley and Schachler, 2009). Ahmed and Courtis (1999) suggest that

different industry classifications lead to differing final results. In contrast, Industry was found

to be statistically significant and positive ( p<0.01) for group 4

(Telecommunications/Technology sectors) in relation to NCQI. This suggests that

comparative to the other 3 groupings, the telecommunications and technology sectors

disclose higher quality risk information. This result conflicts with Beretta and Bozzolan’s

(2004) study who found a non-significant relationship between industry and their quality

index. NCQI therefore seems to capture cross-sectional variation, which was a concern raised

by Botosan (2004).

In relation to the board variables, a statistically significant and positive association ( p<0.05)

is found between INED and RDQ. This evidence provides statistical support for the

confirmation of hypothesis 1 (H1), that a larger proportion of independent non-executive

directors on the corporate board increases the quantity of voluntary risk disclosure. INED is

non-significant and negative in relation to NCQI. The evidence suggests that there is

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statistical evidence to reject hypothesis 2 (H2), where a more independent board does not

increase the quality of voluntary risk disclosure. For both RDQ and NCQI, the association

with BSLOG is non-significant and positive. Thus, there is statistical evidence not to reject

the null form and confirm both hypothesis 3 (H3) and hypothesis 4 (H4). The evidence

suggests that BSLOG is not a significant determinant of the quantity/quality of risk disclosure

in UK FTSE 100 non-financial companies.

5. Discussion and Conclusions

5.1 Risk Reporting Practices

Empirical evidence was found, using content analysis and NCQI, that voluntary risk reporting

practices in UK FTSE 100 non-financial companies were boilerplate as opposed to providing

value-relevant incremental risk information. Risk disclosures are generic, lack transparency

and consistent with prior literature (Linsley and Shrives, 2006; Abraham and Cox, 2007;

Solomon et al, 2000). These findings lend support for calls for improvements in risk reporting

practices (ICAEW, 2011; Lajili and Zeghal, 2005). A large quantity of risk sentences, greater

than prior empirical studies analysing the entire Annual Report were disclosed in the

‘Principal Risks and Uncertainties’ section. This finding supports the upward trend of

narrative risk information in annual reports (FRC, 2011). A large proportion of these

sentences, however, were boilerplate in nature, as coded by the semantic properties of the risk

information. The vast majority of risk disclosures were non-monetary as opposed to

monetary. Risk information was also primarily non-time in outlook and neutral in content.

These risk disclosures provide limited useful information for professional users making

investment decisions to match their risk appetite (Abraham and Shrives, 2014).

The above analysis was restricted to quantitative dimensions. Further insight was gained with

the development of NCQI which measured the incremental quality value of higher weighted

risk disclosures. The TOM index found significant variation across companies which

disclosed monetary risk information. Many firms possessed zero incremental quality value in

relation to type of measure as no monetary risk information was disclosed. With regards to

the ES and OP index, it was found that companies tended to disclose higher quality outlook

information but lower quality economic sign information. Interpretation of these results

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suggests that boards may value economic sign risk information to a greater extent than the

outlook profile of the risk disclosures. Boards are therefore inclined to disclose lower quality

risk information in relation to economic sign, as a preventative measure to avoid disclosure

costs. With the combination of these three indices to form NCQI, uniform risk reporting

practices of low incremental quality value was evident, consistent with boilerplate risk

disclosures. The comparison of RDQ with NCQI illustrated that as the quantity of risk

disclosure increases, the quality decreases. Interpretation of these empirical results suggests

boards are not enhancing incremental quality value and instead adopting a strategy of

‘symbolic window dressing’ (Abraham and Shrives, 2014).

5.2 Monitoring EnvironmentHypotheses Outcome Support

Significant positive association

between INED with RDQ

Significant positive association

( p<0.05)

Supported

Significant positive association

between INED with NCQI

No association Not supported

No association between BSLOG

with RDQ

No association Supported

No association between BSLOG

with NCQI

No association Supported

It was hypothesised, that if boards perform a vital monitoring function, agency problems such

as adverse selection should decrease as a greater quantity/quality of risk disclosure decreases

information asymmetries between managers and shareholders. Boards that performed their

monitoring role would thus be positively related to risk disclosure quantity/quality. The

determinants of the effectiveness of boards in providing an extensive monitoring environment

identified as board size and independence (John and Senbet, 1998) were tested in relation to

risk disclosure quantity/quality. A summary of the hypotheses testing is as follows:

Table 9: Hypotheses Testing and Key Outcomes

Interpretation of these findings suggests that board effectiveness, in terms of reducing

information asymmetries, may be considered impaired in its perceived role of disciplining

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managers to act transparently (see figure 13). The weak monitoring environment provided by

UK boards is insufficient so far as reducing agency problems in the form of adverse selection.

Managers are prone to act opportunistically, choosing to avoid incurring bonding costs in the

form of greater quality risk information.

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Figure 13: Summary of Empirical Results within the Agency Theoretical Framework

Corporate Board Provides a Weak Monitoring Environment

Low Quality of Risk Disclosure

High Quantity of Boilerplate Risk Disclosure

No Association with INED

No Association with BSLOG

Significant Positive Association with INED

No Association with BSLOG

Limited Decrease in Information Asymmetries between Managers and Shareholders

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Despite the theoretical rational for the provision of an extensive monitoring environment

provided by boards in the UK, the empirical results in this study lend support for arguments

that corporate boards do not provide a comprehensive monitoring role, perhaps stemming

from voluntary or soft corporate governance codes (Guest, 2008). The solution to improved

risk reporting practices however is unlikely to stem from exogenous implementation of more

extensive regulatory requirements (Hermalin and Weisbach, 2003). It is suggested that the

inherent discretion exhibited by managers, associated with the uncertain nature of the risk

information itself, is more likely to rely on incentives provided by boards performing a

stronger monitoring function to address existing deficiencies in risk reporting practice

(Dobler, 2008). These incentives may include a lower cost of capital, increased managerial

compensation and improved reputation/credibility. This highlights the role that enforcement

mechanisms such as boards may play in establishing incentives for managers, but perhaps

most crucially, the duty to increase the awareness of managers to the benefits of greater

transparency.

If opportunism on the mangers part prevails in maintaining problems of information

asymmetries, boilerplate risk reporting practices will continue, as indicated by the empirical

results in this study. There is the requirement for a more specified formal contract where

vigilant monitoring provided by boards is continually provided. Although in establishing this

optimal contract, agency costs will inevitably accrue albeit to less of an extent if the well-

constructed contract is deemed to minimize agency costs. A trade-off may therefore exist

where managers reduce information asymmetries through the disclosure of higher

quantity/quality risk disclosures however consequently incur greater ex ante bonding costs.

The key implication of this agency theoretical insight is that poor monitoring stemming from

corporate boards, may provide a reason for why risk reporting practices are lacking

incremental quality value.

Risk reporting must therefore not be considered as a stagnant activity. It should reflect the

changing risk profile of a company’s internal and external environment as well as

professional user’s risk information requirements. My own opinion is that risk reporting

ought not to become a highly regulated activity and identifying alternative ways to increase

the board’s monitoring effectiveness will improve risk disclosure practices.

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5.3 Information Asymmetries

The extent to which a higher quantity of risk disclosure reduces information asymmetries is

dependent upon the considered usefulness of boilerplate risk disclosures by investors. There

is no doubt that boilerplate risk disclosures decreases information asymmetries to some

degree (Abraham and Shrives, 2014), however, it is argued in this study, that the quality of

risk information is a contributing factor to overall risk disclosure informativeness. In other

words, a more independent board was found in this study to partially decrease information

asymmetries through increases in the quantity of risk disclosure. Although this risk

information was found to be largely boilerplate in nature. Hence, if the risk information was

of higher quality but the same quantity, information asymmetries would have decreased to a

larger extent possibly induced by a greater monitoring environment. There are 4 potential

scenarios which lead to either a decrease or increase in information asymmetries as follows:

Scenario 1: If an extensive monitoring environment exists (i.e. high quality + high quantity

risk disclosures):

Information asymmetries will never be reduced to zero as there will always be key risk

information not disclosed by firms to investors (ICAEW, 2011).

Scenario 2: If high quantity but quality is low (i.e. boilerplate):

Scenario 3: If low quality and quantity is low (worst scenario):

Scenario 4: If high quality but quantity is low (insufficient quantity but informative):

64

Information Asymmetries

Information Asymmetries

Information Asymmetries

Information Asymmetries

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Whether higher quantity or higher quality risk disclosures decrease information asymmetries

to the same extent as in scenarios 2 and 4 or differ significantly, requires further empirical

investigation perhaps in the form of a cross-country study where a board’s monitoring

environment is influenced by different factors such as institutional ownership. The empirical

results in this study fall under scenario 2 where high quantity but low quality risk information

is disclosed, partially decreasing information asymmetries. Theoretically, the main challenge

therefore for UK corporate boards, is enhancing its monitoring capacity to prevent

opportunistic behaviour on the manager’s part. This will lead to maximal reductions in

information asymmetries as in scenario 1.

5.4 Limitations

In construction of the disclosure checklist, inherent subjectivity or bias exists, as the

researcher is imposing his perception of reality. An objective reality exists independently of

the checklist, which includes all the risk information voluntarily disclosed by a company. If

the checklist fails to include risk disclosure categories or subcategories which are deemed

necessary for a complete profile of a company’s risk factors, then the checklist has not

accurately captured the extent or consequently the quality of voluntary risk disclosure in the

principal risks and uncertainties section of the Annual Report. This study made use of a

modified version of the Linsley and Shrives (2006) checklist, constructed by a professional

accountancy body. This therefore allows for comparability of results.

Focusing only on the Principal Risks and Uncertainties section may display a fragmented

representation of voluntary risk disclosure practices. Additional voluntary risk disclosures

contained elsewhere in the Annual Report, such as in the chair’s statement, are ignored.

Future research could consider the entire Annual Report.

A measure of inter-coder reliability was not calculated to confirm that the coding of Annual

Reports was consistently achieved among greater than one coder. Furthermore, weightings

were subjectively applied to the normalised composite quality index to measure the

incremental quality value of voluntary risk disclosures. The results of this study therefore

cannot be considered objective, if there is such a thing in social science research. No claim is

made of the generalizability of the analysis of these findings.

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The sample size of 72 companies is considered less than the ideal number of firms required to

establish an appropriately stable regression model (Wooldridge, 2009). This investigation

should be considered interpretive and offers tentative insights based on risk reporting

practices of UK FTSE 100 non-financial companies which can be further investigated in

future research.

There is no universally accepted notion of disclosure quality (Botosan, 2004). Therefore, any

inferences drawn from the findings of this study are limited to the degree of acceptance of

this measure of quality proposed as an appropriate proxy of the incremental disclosure quality

of risk disclosures.

Agency theory has been criticized as too simplistic and based on restrictive assumptions such

as rationality, utility maximisation, opportunistic behaviour and a narrow focus on the

principal-agent relationship (i.e. a single agent and a single principal) (Wright et al, 2001).

The complexity of real world phenomena requires a model with less restrictive assumptions.

5.5 Further Research

Firstly, given the theoretical argument presented in this paper, it would be interesting to test

the usefulness or value-relevance of risk disclosure quantity and quality in relation to

reducing information asymmetries (Bid-Ask Spread) in the UK. Miihkinen (2013) has

conducted such a study in Finland although excluding board variables. Do information

asymmetries decrease to a greater extent with higher quantity/higher quality risk disclosures

compared with high quantity/low quality, low quality/low quantity or high quality/low

quantity risk disclosures?

Secondly, this dissertations focus was on risk disclosure to the outside world, which is ex-

post the decision making process at board level. This required certain agency assumptions

about managerial behaviour. Endogenizing board structure will perhaps allow for exploration

of ex-ante risk information flows, exposing the interplay of decisions between managers and

board members in determining the quantity/quality of risk disclosure.

Thirdly, due to the inherent discretion associated with the disclosure of risk information,

investigation into manager’s incentives to engage in impression management strategies or

biased reporting may provide interesting insights. A strategy of ‘hiding the needle in the

haystack’, reducing textual risk information’s meaning and increasing the reading difficulty

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may be potentially adopted by managers in corporate narratives (Linsley and Lawrence,

2007).

Fourth, expanding the sample size of this study to include the collection and testing of

longitudinal data would be useful for determining if a board’s monitoring effectiveness is a

function of time or remains relatively constant.

Fifth, Botosan (2004) suggests that the IASB framework which identifies 4 qualitative

characteristics (understandability, relevance, reliability and comparability) is a more

appropriate framework for measuring disclosure quality to enhance the usefulness of

information to economic decision makers. These qualitative characteristics are admittedly a

function of a user group’s interest. It begs the question, to whom? This implies if quality

cannot be measured directly, indirect measurement is more appropriate. Future research may

consider breaking risk information down into its constituent semantic properties, as is the

approach taken in this study, and test the extent to which the information decreases

information asymmetries proxied by the Bid-Ask spread. This method would be a

compromise between considering quality as a function of user’s interest and the semantic

properties of the risk information.

Lastly, committee structure may also impact on the monitoring effectiveness of the board.

Further research could test additional determinant variables drawn from the audit, risk,

nomination, remuneration and governance committees to develop a more complete

representation of influencing factors on risk disclosure practices emanating from the board.

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Appendix A: Decision Rules, Coding Template and Checklist

Decision Rules for Risk Disclosures11

1) A broad definition of risk disclosure is adopted to identify risk sentences.2) Sentences are to be coded as risk disclosures “if the reader is informed of any

opportunity, or prospect or of any hazard, danger, harm, threat or exposure, that has already impacted upon the company or may impact in the future or of the management of any such opportunity, prospect, hazard, harm, threat or exposure” (Linsley and Shrives, 2006, pp.389).

3) Risk disclosures must be specifically stated, they cannot be implied4) The risk disclosures shall be classified according to the coding instrument and by

reference to the risk disclosure checklist risk categories.5) The risk disclosure sentence shall be allocated to a general risk category and specific

risk sub-category.6) If a sentence has more than one possible classification, the information will be

classified into the category that is most emphasised within the sentence.7) Tables that provide risk information should be interpreted as one line equals one

sentence and classified accordingly.8) Any risk disclosure that is repeated shall be recorded as a risk disclosure sentence

each time it is discussed.9) If a disclosure is not emphasised enough in relation to risk, then it will not be

recorded as a risk disclosure.10) A risk disclosure is classified as:

a) “Monetary” if numerical in nature i.e. ratio, percentage, integer, decimal and the information allows the user to calculate the estimated financial impact of a risk.

b) “Non-monetary” if not numerical in nature.

11) A risk disclosure is classified as: a) “Good News” if deemed as referring to a positive event.b) “Bad News” if deemed as referring to a negative event.c) “Neutral News” if deemed to neither be good or bad news and refers to a general

policy risk disclosure statement. 12) A risk disclosure is classified as:

a) “Past” if is historical or backward looking in nature.

11Adopted from Linsley and Shrives (2006, p.402).

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b) “Future” if forward looking in nature.c) “Non-time” if deemed to neither be past or future in time orientation and refers to

a present and general risk disclosure statement. 13) Only the ‘Principal Risks and Uncertainties’ section of the annual report should be

coded.

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Table 1: Coding Template for Content Analysis12

Company X

Non-Financial Risks

Risk Disclosure Sentence Characteristics

Financial Risks 1

Operations Risks 2

Empowerment Risks 3

Information and Technology risks 4

Integrity and Governance risks 5

Strategic Risks 6 Total

Monetary/good news/future AMonetary/bad news/future BMonetary/neutral news/future CNon-monetary/good news/future DNon-monetary/bad news/future ENon-monetary/neutral news/future FMonetary/good news/past GMonetary/bad news/past HMonetary/neutral/past INon-monetary/good news/past JNon-monetary/bad news/ past KNon-monetary/neutral news/past LNon-monetary/good news/non-time MNon-monetary/bad news/non-time NNon-monetary/neutral news/non-time OMonetary/good news/ non-time PMonetary/bad news/non-time QMonetary/neutral news/non-time RTotal

12 See USB stick for data.

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Table 2: Disclosure Checklist

Risk Categories Risk Information Sub-CategoriesFinancial Risk Exchange rate

Interest rateCommodity pricesLiquidityCreditGoing concern/insolvencyFinancial derivatives/instrumentsEquity pricesFinancial marketsPensionsInsuranceTreasuryTax

Non-Financial Risk: Operational Risk Product developmentCustomer satisfactionEfficiency and performance SourcingProduct or service failureHealth and safety Brand name erosionStock obsolescence and shrinkageEnvironmental LegalOperating costsDistributionSuppliersBusiness model

Empowerment Risk OutsourcingPerformance incentivesCommunicationsLeadership and management Change readiness

Information and Technology Risk IntegrityAccessAvailabilityInfrastructure

Integrity and Governance Risk Management and employee fraud Reputation Illegal actsInternal control and risk management

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policiesCorporate governance risk disclosure

Strategic risk Competitors Pricing Valuation PlanningBusiness portfolioIndustryResearch and development Organisational structureAcquisitions, alliances, joint ventures Life cyclePoliticalEconomicInternationalResourcesCommunity relationsBusiness marketsGrowth opportunities

Appendix B: Risk Sentence Examples and Sample Companies

Table 3: Examples of Risk Disclosure Sentences

Company Risk Disclosure Example Risk Category

Semantic Properties

Experian “Separately, approximately 52% of our senior leadership roles have successors ready to cover these roles in the short and medium-term” (Experian, 2013, p.30).

Empowerment Risk

Monetary/good news/future

Smith Group “Smiths Group has approximately 5-6% of its business (measured by sales, profit or net assets) in Spain, Ireland, Portugal, Italy and Greece, which could be adversely affected by currency devaluations”. (Smith Group, 2013, p.57).13

Strategic Risk Monetary/bad news/future

Petrofac “Under our sovereign and Financial Market Risk Policy we aim to hedge on a rolling annual basis, the net profit exposure from at least 75% of our low-

Financial Risk Monetary/neutral news/future

13 This is an example of a risk sentence that has more than one possible classification. The decision was made in accordance with the decision rules to code the risk sentence as a strategic risk. Strategic risk was deemed to be emphasized to a greater extent than financial risk as the alternative classification.

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estimate of production” (Petrofac, 2013, p.29).

Unilever “In the event of an incident relating to the safety of our consumers or the quality of our products, incident management teams are activated in the affected markets under the direction of our product quality, science and communication experts, to ensure timely and effective market place action” (Unilever, 2013, p.37).

Operational Risk

Non-monetary/good news/future

Diageo “If there are significant declines in financial markets and/or deterioration in the value of fund assets or changes in discount rates or inflation rates, Diageo may need to make significant contributions to the pension funds in the future” (Diageo, 2013, p.42).

Financial Risk Non-monetary/bad news/future

SSE “Uncertainty also arises from the fact that a referendum on whether Scotland should become an independent country will take place in September 2014; a ‘Yes’ vote would extend that uncertainty until the details of Scotland’s post-independence relationship with the rest of the United Kingdom are determined.” (SSE, 2013, p.77).

Strategic Risk Non-monetary/neutral news/future

TUI Travel “Raised over £400m of long-term financing for nine aircraft scheduled for delivery during FY14” (TUI Travel, 2013, p.48).

Operational Risk

Monetary/good news/past

International Airlines Group

“Delays are generally modest but in 2013 the Venezuela Central Bank blocked the repatriation of funds leading to €184 million equivalent at the official exchange rate being held in Bolivar at the year end” (International Airlines Group, 2013, p.95).

Financial Risk Monetary/bad news/past

BG Group “These facilities which are held with a diversified group of major banks, totalled $5.2 billion and were undrawn as at 31 December 2013” (BG Group, 2013, p.39).

Financial Risk Monetary/neutral/past

Tesco “IT strategy is approved and reviewed by the Executive Committee to ensure that investments in IT systems and innovations improve business efficiency and customers shopping experience” (Tesco, 2013, p.40).

Information and Technology Risk

Non-monetary/good news/past

Intertek Group “The group operates in countries which are recognised to have higher bribery and corruption risks” (Intertek Group, 2013, p.16)

Integrity and Governance Risk

Non-monetary/bad news/ past

BP “Many of our major projects and operations are conducted through joint arrangements or associates and through contacting and sub-contracting arrangements” (BP, 2013, p.52)

Strategic Risk Non-monetary/neutral news/past

ITV “Mandatory online training modules, awareness campaigns and simplified information security policies for employees” (ITV, 2013, p.55)

Information and Technology Risk

Non-monetary/good news/non-time

Royal Dutch Shell A+B “Potential developments that could impact our business include international sanctions, conflicts including war, acts of political or economic terrorism and acts

Strategic Risk Non-monetary/bad news/non-time

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of piracy on the high seas, as well as civil unrest, including disruptions by non-governmental and political organisations, and local security concerns that threaten the safe operation of our facilities and transport of our products” (Royal Dutch Shell, 2013, p.13)

BP “The nature of the group’s operations exposes us to a wide range of significant health, safety, security and environmental risks” (BP, 2013, p.55)

Operational Risk

Non-monetary/neutral news/non-time

British Sky Broadcasting Group

“No more than 10% cash deposits are held with a single bank counterparty, with the exception of overnight deposits which are invested in a spread of AAAm rated liquidity funds” (British Sky Broadcasting, 2013, p.26).”

Financial Risk Monetary/good news/ non-time

Aggreko “If the oil price is persistently low – by which we mean under $50 per barrel – we would expect to see an adverse impact on our business in a number of oil-producing countries” (Aggreko, 2013, p.35)

Financial Risk Monetary/bad news/non-time

Morrison “We are a people business and our 129,000 colleagues make it happen for our customers” (Morrison, 2013, p.28)

Empowerment Risk

Monetary/neutral news/non-time

Table 4: Sample Companies

Companies IndustryARM Holdings Technology Hardware & Equipment Aggreko Support Services Anglo American Mining Antofagasta Mining Ashtead Group Support Services Associated British Foods Food Producers BAE Systems Aerospace & DefenceBG Group Oil and Gas ProducersBHP Billiton MiningBP Oil and Gas ProducersBT Group Fixed Line Telecommunications Babcock International Group Support Services British American Tobacco TobaccoBritish Sky Broadcasting Group MediaBunzl Support Services Burberry Group Personal GoodsCapita Support ServicesCentrica Gas, Water & MultiutilitiesCoca-Cola HBC AG BeveragesCompass Group Travel & Leisure

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Diageo BeveragesEasyjet Travel & LeisureExperian Support ServicesG4S Support ServicesGKN Automobiles & PartsGlaxoSmithKline Pharmaceuticals & BiotechnologyGlencore Xstrata MiningIMI Industrial EngineeringITV MediaImperial Tobacco Group TobaccoInterContinental Hotels Group Travel and LeisureInternational Consolidated Airlines Group Travel and LeisureIntertek Group Support ServicesJohnson Matthey ChemicalsKingfisher General RetailersMeggitt Aerospace & DefenseMondi Forestry & PaperMorrison (Wm) Supermarkets Food & Drug RetailersNational Grid Gas, Water & MultiutilitiesNext General RetailersPearson Media

PersimmonHousehold Goods & Home Construction

Petrofac Oil Equipment and ServicesRandgold Resources MiningReed Elsevier MediaRexam General IndustrialsRio Tinto Mining Rolls-Royce Holdings Aerospace & Defence Royal Dutch Shell A+B Oil & Gas ProducersRoyal Mail Industrial TransportationSABMiller BeveragesSSE ElectricitySage Group Software & Computer ServicesSainsbury (J) Food & Drug RetailersSevern Trent Gas, Water & MultiutilitiesShire Pharmaceuticals & BiotechnologySmith & Nephew Health Care Equipment & ServicesSmiths Group General IndustrialsSports Direct International General RetailersTUI Travel Travel and LeisureTate & Lyle Food Producers Tesco Food & Drug RetailersTravis Perkins Support ServicesTullow Oil Oil & Gas Producers

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Unilever Personal GoodsUnited Utilities Group Gas, Water & MultiutilitiesVodafone Group Mobile TelecommunicationsWPP MediaWeir Group Industrial EngineeringWhitbread Travel and LeisureWilliam Hill Travel and LeisureWolseley Support Services

Appendix C: Regression Models (SPSS Output)

Table 5: RDQ Regression Model

RDQ Model Summary

RR

Square

Adjusted R

SquareStd. Error of the Estimate

Durbin-Watson

.583a .340 .242 41.31300 1.388

RDQ Model

Unstandardized Coefficients

Standardized Coefficients

t Sig.BStd.

Error Beta(Constant)

-138.348 82.391   -1.679 .098

FSLOG 10.245 5.316 .282 1.927 .059

BSLOG 5.481 25.038 .026 .219 .827

LEV 27.487 38.880 .083 .707 .482

LI -.160 9.034 -.002 -.018 .986

INGroup1 23.229 15.979 .191 1.454 .151

INGroup2 7.004 13.032 .065 .537 .593

INGroup4 -6.390 22.746 -.031 -.281 .780

INGroup5 21.683 18.039 .146 1.202 .234

INED 102.271 49.657 .248 2.060 .044

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Table 6: NCQI Regression Model

NCQI Model Summary

RR

Square

Adjusted R

SquareStd. Error of the Estimate

Durbin-Watson

.472a .223 .106 .03471 1.945

NCQI Model

Unstandardized Coefficients

Standardized

Coefficients

t Sig.BStd.

Error Beta(Constant)

.110 .070   1.580 .119

FSLOG .005 .005 .191 1.184 .241

LEV -.040 .033 -.155 -1.203 .234

LI .001 .008 .024 .182 .856

INED -.006 .042 -.018 -.136 .892

BSLOG .025 .021 .155 1.190 .239

INGROUP1 .005 .014 .049 .337 .737

INGROUP2 .015 .011 .177 1.358 .180

INGROUP4 .065 .019 .412 3.368 .001

INGROUP5 .011 .015 .092 .700 .487

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