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Sustainability Accounting Standards Board Industry-Based Standards to Disclose Material Sustainability Issues
Katie Schmitz Eulitt
Associate Director, Stakeholder Engagement
Confidential Draft © SASB 2013
The Sustainability Accounting Standards
Board develops industry-specific
sustainability accounting standards for
use by publicly-listed corporations
designed for disclosure in filings to the
Securities and Exchange Commission
(SEC), such as the Form 10-K and 20-F.
SASB is a 501(c)3 non-profit
organization accredited to set standards
by the American National Standards
Institute (ANSI).
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Sustainability Accounting Standards Board Accounting for a sustainable future
Board of Directors
3
Robert G. Eccles, PhD* Harvard Business School
Steven Gunders Retired – Deloitte LLP
Daniel Hanson, CFA Jarislowsky Fraser
John Katovich** Katovich & Kassan Law Group, former Pacific Stock Exchange
Erika Karp Cornerstone Capital Inc.
Suz MacCormac*** Morrison & Foerster LLP
Catherine Odelbo Morningstar
Aulana L. Peters Retired – Gibson Dunn & Crutcher LLP,
former SEC Commissioner
Jean Rogers, PhD^ Sustainability Accounting Standards Board
Anne Sheehan**** CalSTRS
Ed Waitzer Stikeman Elliott LLP, former Ontario Securities Commission
*Chairman, ** Treasurer, ***Secretary, ****Vice-Chair, ^Ex-Officio
© 2013 SASB™ CONFIDENTIAL & PROPRIETARY 8/23/2013
The Problem
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There’s too much noise in sustainability disclosure
• No mandatory way for corporations to disclose on sustainability
performance.
• Investors can’t benchmark how corporations are managing
sustainability issues.
• Significant change in sustainability performance can’t occur without
the rigor of accounting standards.
A Changing World
5 © 2012 SASB™ CONFIDENTIAL & PROPRIETARY
8/23/2013
Reso
urc
e C
on
str
ain
ts
• Impede the ability to create and sustain economic value
Go
vern
me
nts
• Are less able to regulate complex interactions between corporations and society
Valu
ati
on
s
• Have changed to reflect a high degree of intangible factors
Investo
rs
• Care about profit and how that profit is made
0%
20%
40%
60%
80%
100%
1975 1985 1995 2005 2010
Intangible Assets Tangible Assests
Changing Valuations
6
Source: Ocean Tomo
Components of S&P 500 Market Value
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1971: NRDC petition to expand environmental disclosure
SASB is a Necessary Evolution
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2002: The Sarbanes Oxley Act
United States securities laws promote efficient markets and informed
investment decisions through full and fair disclosure of material issues. In
the 40 years since FASB was created, the need for sustainability accounting
standards has arisen.
1934
1973
2012
1929: Stock market crash
SASB’s Value Proposition
Financial Accounting Standards
ESG Accounting Standards
Investment Value
• Efficient due diligence
and screening
• Data for determining
portfolio risk exposure
• Peer-to-peer
comparability of ESG
risk & opportunity
Corporate Value
• ESG legal and risk
management tool
• Cost-effective reporting
• Peer benchmarks
• Market-based
sustainability
perspective
Client Service Value
• New service offerings
• Powerful industry
research
• Thought leadership
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PROPRIETARY
Materiality Matters
9
The Supreme Court’s Definition
“Material information” is defined as
presenting a substantial likelihood that the
disclosure of the omitted fact would have
been viewed by the reasonable investor
as having significantly altered the “total
mix” of information made available.
(TSC Indus. V. Northway, Inc., 426 U.S. 438 (1976) and Basic
v. Levinson, 485 U.S. 224 (1988))
SASB adheres to the materiality of information requiring disclosure as
defined by U.S. regulation, SEC rulings, and judicial review
Rule 12b-2
Rule 12b-20
Rule 10b-5
Rule 210.1-02
(Regulation S-X)
Rule 210.4-01 (a)
(Regulation S-X)
Rule 210.4-02
(Regulation S-X)
Item 101, 103, and 303
(Regulation S-K)
Staff Accounting Bulletin
No. 99
SEC Materiality
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SASB Support
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Foundation Support
Advisory Support
Recent Media Coverage
Industry Working Groups
In four sectors to date:
$11.5T in Assets Under Mgt.
$6.5T in Market Capitalization
800 participants
SASB in Context
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Organization
Type • 501(c)3 • NGO • NGO
Orientation • United States • International • International
Accreditation • ANSI • None • None
Primary
Deliverable
• Industry-specific standards
80+ standards documents
• General guidance
1 guidance document
• General framework
1 framework document
Disclosure
Platform • Form 10-K • Voluntary report • Voluntary report
Reporting
Entities
• Public corporations
traded on U.S. exchanges
• Public corporations
• Private companies
• Public corporations
• Private companies
Materiality • Defined by US Securities Law
material to investors
• Defined internally
material to stakeholders
• Defined internally
material to investors
Working
Groups
• 10 total sectors with >200
members per sector
• Affiliation:
34% Investment
39% Corporate
27% Other
• 115 members
Affiliation (G4):
2% Investment
3% Corporate
95% Other
• 43 members
Affiliation:
23% Investment
14% Corporate
63% Other
INVESTORS
& LENDERS
$
Regulators
Aggregators
Mandatory Filings
Publicly-traded
Company X
$$$
Legal & Regulatory Framework
US
Securities Law
Voluntary Filings
Sustainability – Disclosure vs. Reporting Mandatory vs. Voluntary
Supporting Investors in Decision Making
13
Sector Allocation Portfolio Risk Benchmarking
Performance
SICS
Sustainable Industry
Classification System Materiality Map Accounting Metrics
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Comparing Fundamentals
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SASB
Accounting
Metrics
Sector Status
Healthcare ISSUED
Financials FINALIZATION
PHASE
Technology &
Communication
DEVELOPMENT
PHASE
Non-Renewable
Resources
DEVELOPMENT
PHASE
Transportation RECRUITING
Services Q1 2014 Kickoff
Resource
Transformation Q2 2014 Kickoff
Consumption Q3 2014 Kickoff
Renewable
Resources & Alt.
Energy
Q4 2014 Kickoff
Infrastructure Q1 2015 Kickoff
SASB’s Standards Development Process
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Brief (Draft)
Std (Draft)
Brief v1.0
Std v1.0
Industry Working Group Participants
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Health Care participants
represent companies with more
than $800B market cap and
investors with more than $952B
in AUM
Financials participants represent
companies with more than $1.3T
market cap and investors with
more than $5T in AUM
Technology & Communications
participants represent
companies with more than
$1.8T market cap and investors
with more than $2.9T in AUM
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SASB
Sustainability
Accounting
Standard
Example of a SASB Standard
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SASB
Industry Brief
Example of a SASB Industry Brief
Sustainability Issues for Health Care
Biotechnology Pharmaceuticals
Medical Supplies
& Equipment
Health Care
Delivery
Health Care
Distributors Managed Care
Env.
Capital Sustainable resource
management
Sustainable resource
management
Sustainable resource
management
• Sustainable resource
management
• Climate change and
natural disaster risks
• Sustainable Fuel
Management
• Climate change and
natural disaster risks
Socia
l C
apital
• Counterfeit drugs
• Safety of clinical trial
participants
• Ethical marketing
• Access to medicines
• Counterfeit drugs
• Safety of clinical trial
participants
• Ethical marketing
• Access to medicines
• Product safety
• Ethical marketing
• Affordability and fair
pricing
• Quality of care and
patient satisfaction
• Access for low income
patients
• Patient privacy and
electronic health
records
• Counterfeit Drugs
• Product safety
• Access to coverage
• Customer privacy and
technology standards
Hum
an
Capital
• Employee recruitment,
development and
retention
• Employee health and
safety
• Employee recruitment,
development and
retention
• Employee health and
safety
• Employee recruitment,
development and
retention
B.M
od
el &
Inn
ova
tio
n • Affordability and fair
pricing
• Drug safety and side
effects
• Affordability and fair
pricing
• Drug safety and side
effects
• Product design and
lifecycle management
• Product lifecycle
management
• Improved outcomes
Leaders
hip
&
Govern
ance • Corruption and bribery
• Manufacturing and
supply chain quality
management
• Corruption and bribery
• Manufacturing and
supply chain quality
management
• Corruption and bribery
• Manufacturing and
supply chain quality
management
• Fraud and
unnecessary
procedures
• Pricing and billing
transparency
• Corruption and bribery
• Plan performance
• Pricing transparency
and plan literacy
Em
erg
ing • Pharmaceuticals in the
environment
• Disease migration
• Pharmaceuticals in the
environment
• Disease migration
• Facilities designed for
wellness
• Preventative care
• Integration of
environmental and
social factors in
investment
management
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From Material ESG Issues to Suggested Accounting Metrics
Pharmaceuticals
Material Issues Suggested Accounting Metrics
Access to Medicines Ranking in the Access to Medicines Index
Initiatives to promote access to health care products in priority countries
as defined by Access to Medicines
Drug Safety and Side
Effects
Number of products listed by the FDA in the Adverse Event Reporting
System (AERS) in the past five years
Number of fatalities due to side-effects
Number and value ($) of products recalled in the past five years
Safety of Clinical Trial
Participants
Lost revenue due to slowed or terminated clinical trials
Disclose information about the result of all of its clinical trials conducted
in ATM Index Countries regardless of the outcome & whether the trial
was conducted in-house or through a third-party.
Discuss any breach of international codes or lawsuits related to its
clinical trial practices in the (ATM) Index Countries during the last five
years.
Affordability and Fair
Pricing Reverse payments to manufacturing companies, to delay the production
of biosimilars or generics.
Ethical Marketing
Warning letters or amount ($) of settlements regarding false claim
allegations.
Adoption and enforcement of code of ethics governing interactions with
healthcare professionals.
Orphan Drugs Revenue from orphan drugs
Discussion of ongoing efforts to address orphan diseases
Pharmaceutical Water
Contamination
Percentage of wastewater treated for drug compounds produced by
company
Amount of product recovered through take-back programs
Product stewardship initiatives to promote reuse or adequate disposal
at the end of the lifecycle.
Efforts to understand metabolites and potential for environmental
migration of drugs into waterways and ecosystems (SASB)
Disease Migration Research relating to treatments and vaccines for malaria, dengue fever,
and other associated diseases
…
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Building Consensus on Accounting Metrics
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Suggested Accounting Metrics Relevant. Useful. Cost-effective. Comparable. Auditable.
Discuss co-pay structures, deductibles, and premiums encouraging preventative care and wellness
All members 90% 90% 90% 70% 70%
Corporation 100% 100% 100% 33% 67%
Market Participant 100% 100% 100% 100% 100%
Others 67% 67% 67% 67% 33%
Percentage of enrollees engaged in wellness programs
All members 90% 70% 60% 60% 70%
Corporation 100% 100% 67% 33% 67%
Market Participant 100% 75% 75% 75% 100%
Others 67% 33% 33% 67% 33%
Corporations and investors agree on the usefulness and
cost-effectiveness of the Health Care Accounting Metrics
Standards Council
22
James Coburn CERES
Christine Ervin CE Co. - Former USGBC
Patricia Farrar Rivas Veris Wealth Partners
Jeffrey Hales* INSEAD
Shana Harbour - Observer US EPA
Tom Kiely McKinsey
Gayle Koch Axlor
Stephen Linaweaver Independent
Andrew Park – Observer Bloomberg
Jameela Pedicini CalPERS
Greg Rogers Guida Slavich Flores
Elizabeth Seeger KKR
George Serafeim Harvard Business School
Jeremy Shapiro Morgan Stanley
Nigel Topping Carbon Disclosure Project
Jean Rogers (ex-officio) Sustainability Accounting Standards Board
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*Chair
SASB’s Impacts
23
CORPORATIONS
INVESTORS
The first industry-based sustainability standards
create unparalleled demand—from investors,
companies and the public—for decision-useful
sustainability information.
Improved performance of 13,000+ corporations,
representing over $16 trillion in funds, on the
highest priority sustainability issues. Companies
compete on sustainability, creating a race to the
top.
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MARKET
Investors use SASB data and tools to inform
asset allocation and stock selection. Investors
invest in the most sustainable outcome. All
investing becomes impact investing.