Directive 2014/95/EU on Disclosure of Non-Financial Information
From 2018 onward, Directive 2014/95/EU [
1] has required PIEs and large companies to present a non-financial report on their environmental, social, and good governance practices during the previous financial year.
The Directive also requires companies to describe their business model, policies, results of the policies, main risks, indicators of non-financial results and, where appropriate, an explanation of why they do not provide information on these topics. In addition, companies must report on the gender diversity policy they apply in their administrative, management, and supervisory bodies. Finally, the Directive establishes that companies must consult the national, EU, or international regulatory frameworks to determine what information to include in the non-financial statement and must specify the standard used.
ESG information may be published with the management report or in a separate report. The information must be published on the company’s website within a maximum period of six months from the closing date of the financial year. The auditor or auditing company must verify the presentation of the non-financial statement and an additional independent form of verification (a service provider can provide this confirmation).
Finally, the Directive refers to consolidated non-financial statements. During the financial year, companies should include a consolidated non-financial statement in their consolidated management report. This statement should include the same information as the non-consolidated statements. To determine which information to include in the consolidated non-financial statement, companies may refer to national, EU, or international regulatory frameworks and should specify the standard used.
The application of Directive 2014/95/EU to the Spanish legal system through Royal Decree-Law 18/2017 expands the content of the annual corporate governance report that listed companies must publish on diversity, age, gender, disability, training, and professional experience policies. It also establishes that the auditor must verify whether the companies have reported on the ESG indicators in the annual corporate governance report.
Initiatives for this type of indicator have been established in the
Guide for the Preparation of Management Reports of Listed Companies [
11] (and the SNFI published by AECA. In 2015, the National Securities Market Commission approved the new Corporate Governance Code of Listed Companies [
12] to ensure efficient operation of Spanish companies’ governance and management bodies, increase competitiveness, promote confidence and transparency for shareholders and investors, enhance corporate control and systems of responsibility, and ensure the proper internal distribution of obligations and responsibilities.
This code must be applied to all listed companies, regardless of their size or market capitalization. It includes 64 voluntary recommendations on corporate social responsibility (general recommendations, recommendations for shareholders’ general meetings, and recommendations for boards of directors), but not all companies implement these recommendations in their entirety. The reforms derived from Directive 2014/95/EU focus on ensuring the comparability of ESG (a difficult task) to assess its future evolution.
The indicators defined in Royal Decree-Law 18/2017 include the following five categories: First, companies must report information on the current and expected effects of business activities in the areas of environment, health, and safety, as well as the percentage of renewable energy and/or use of non-renewable energy, greenhouse gas emissions, water consumption, and air pollution. Second, they must provide information on social impacts, including gender equality, implementation of International Labor Organization (ILO) agreements, working conditions, social dialogue, information rights of employees, respect for trade union rights, health and safety at work, and dialogue with the community. The third category covers information to prevent human rights violations and measures to mitigate abuses and the fourth covers information to prevent corruption and bribery. The fifth area includes information to identify and assess social, environmental, and corruption risks. This ESG information is useful to stakeholders when validated through independent verification by an auditor.
An exhaustive search for research to date on the specific topic of this exploratory study revealed room for further research. Numerous studies that focus on sustainability and/or corporate social responsibility (CSR) have emerged, and research intensified in periods of recession [
13]. For example, the economic crisis [
14] of 2008 revealed a change in the economic cycle. “Financial performance plays an important role in the disclosure of social and environmental information, while financial leverage is a detrimental factor regarding the scope of ESG disclosure”.
Other studies determined that the problem of a lack of values and ethical principles in the functioning of organizations should be resolved through greater transparency in business management [
15] and better corporate reputation [
16]. In a global society, business ethics is a fundamental value, and the common good harmonizes with the standards for CSR established in ISO 26000 [
17]. In other words, economic sustainability depends on the socially responsible behavior of companies, as well as the responsible consumption of resources, protection of the environment, and proper management of human resources in accordance with the ISO 26000 standard [
18]. Similarly, Ref. [
19] highlighted the importance of CSR communication. These are just examples of research whose objectives have focused on the various aspects of CSR without specifically analyzing aspects of ESG. In the same line of study, Refs. [
20,
21] examined the potential links between corporate governance mechanisms and environmental reporting practices. Moreover, the research by [
22] analyzed the quality of web information and corporate governance in private hospitals in Andalusia and Catalonia. Furthermore, Ref. [
23] found that corporate governance is concerned with solving collective action problems among dispersed investors.
Moreover, other studies show that companies from emerging economies are now almost on par with those from advanced countries in including CSR measures and policies in their business plans [
24]. The findings of [
25], in contrast, revealed that most Chinese companies maintain an intermediate level of CSR information disclosure. The objective of ESG disclosure is to increase companies’ transparency to achieve better economic performance and more sustainable growth and to improve the confidence of stakeholders, in particular of investors and consumers. ESG information must thus facilitate an understanding of the evolution and results of companies and the impact of their activity. Information on corporate reputation is of great interest to investors, and CSR reports have become an integral part of the current business model [
26].
The common meaning or generally accepted definition of ESG has changed over time, and a lack of consensus has negatively impacted the efficiency of corporate communication. Research and literature have thus proposed changing ESG terminology and using specific mandatory standards to communicate this information [
27]. This study, in line with Spanish regulations, adopts AECA’s definition of ESG indicators, making AECA the reference for our research. In accordance with the objectives established and the literature review, we therefore aim to determine to what extent the Spanish companies on the IBEX35 are complying with the provisions of Law 11/2018 on ESG information (
RQ1).
European regulations recommend publishing ESG information before the general meeting of shareholders on the functioning of the committee, the board of directors, and the independence of the auditors. It is also recommended that, by 2020, at least 30% of the company’s management be women. Some previous studies have not, however, been able to establish a clear relationship between gender diversity in management and company performance [
28]. Other recommendations are to publish directors’ remuneration based on personal and company performance. Although ESG information could be easily available on the websites of large corporations, Ref. [
29] indicated that it has been scarce and scattered; the challenge has been to divulge the necessary information on environmental and social issues, human resources, human rights, and the fight against corruption and bribery [
30].
At an international level, the framework that regulates the integrated report (IR) of financial and non-financial company reports is designed to improve the quality of information available to investors and to enable more efficient and productive allocation of capital. The long-term vision of the International Integrated Reporting Council (IIRC) is to incorporate integrated reports (IRs) into the normal business practice of all public and private organizations. The purpose of IRs is to explain to investors how an organization creates value over time [
31]. One problem the analysis of ESG indicator information presents, however, is its materiality (for example, in the supply chain) and independence at the external audit level. These issues present challenges for the verification of ESG information, including information on corporate reputation and information for investors [
32].
There is a general opinion that IRs could provide a reliable way to identify the quality of the information [
33]. For [
33], the key concept was the materiality of ESG. These authors investigated the benefits of integrated reporting (financial and non-financial) and the importance of studying data on the “materiality” of environmental and social indicators, specifically the importance of corporate efforts to address these issues and ways to make these efforts visible to investors. Several corporate governance reports have shown that boards should spend more time on business strategy [
34]. Other reports have affirmed the tremendous importance of correctly identifying business risks, with a focus on technology and cybersecurity risks, and suggest that these risks also determine the need for diversity on the board of directors [
35].
Academic literature indicates that good corporate governance has a positive impact on company performance [
36,
37,
38], leading to more predictable results and the increased confidence of analysts and investors. The transparency of information on corporate governance indicators is, therefore, vital for better business management, better corporate reputation, and for the generation of greater trust [
15,
16]. Corporate websites are a good information channel for disseminating non-financial information and corporate transparency. In this line, this study proposes to analyze the ESG information communicated on the websites of the IBEX35 companies, as well as its accessibility and transparency for interest groups (
RQ2).
Other studies on the usefulness of ESG suggest that ESG disclosure is of low quality and limited use for financial analysts [
39]. Given this context, the challenge for companies is obviously to provide higher-quality reports on ESG information. This study thus analyzes the transparency of ESG indicators on the websites of IBEX35 companies at the time when application of the regulations began in Spain to provide an initial time reference (March 2018) on the disclosure of ESG information by the companies in the main Spanish stock market index. Analysis of the transparency of non-financial information on websites and compliance with Directive 2014/95/EU and the Non-Financial Information Law provides a good point of reference for determining how Spanish companies have readied themselves to prepare the non-financial statement and sustainability reports in the early stages of transparent ESG disclosure.
To determine whether the most profitable companies listed on the Madrid Stock Exchange are also those that disclose the most ESG information on their websites as a key element of their efficiency and economic growth (
RQ3), we start from the results of [
26], who examined the characteristics that determine the focus of the CSR report and concluded that cultural differences determine CSR practices and performance. Other specific European studies include that of [
3], which concluded that Spanish companies’ level of regulatory compliance is associated with the business sector in which the company operates, and that most companies disclose non-financial information in the sustainability report. Analyzing the web transparency of the non-financial information of the 65 listed companies on two European stock indexes, the German (DAX30) and the Spanish (IBEX35), Ref. [
40] found a significant relationship between financial indicators (economic profitability and financial profitability) and the transparency of the non-financial indicators of said companies. In the same line [
41] analyzed 314 UK-listed companies over the period 2002–2015 and found that companies periodically adjusted their level of commitment to society to meet their goal of publishing their corporate performance on their websites.
Recently, Ref. [
42] found a significant correlation between the Spanish companies that report the most on ESG through their websites and those that have the highest economic profitability. Ref. [
43] analyzed companies’ decisions to present NFI reports within the management report or as a separate sustainability report and found that the largest and most profitable companies, which belong to specific sectors and have a committee for sustainability, are more likely to disclose this information in a sustainability report and that the contents of the management and sustainability reports show significant differences.
In accordance with the stated objectives and the literature review, we formulate the following research questions (RQ):
RQ1: To what extent are IBEX35 companies complying with the provisions of Law 11/2018 on non-financial information (ESG)?
RQ2: Is the ESG information communicated on the websites of IBEX35 companies accessible, transparent, and reliable for stakeholders?
RQ3: Does financial performance contribute to improving ESG disclosure levels in IBEX35 companies?
RQ3a: In terms of Liquidity?
RQ3b: In terms of Return on Assets?
RQ3c: In terms of Return on Equity?
RQ3d: In terms of Indebtedness?