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CSR PROVISIONS & REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK EXCHANGE The Institute of Chartered Accountants of India New Delhi, India

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Page 1: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

CSR PROVISIONS &REPORT OF SEBI - TECHNICAL GROUP

ON SOCIAL STOCK EXCHANGE

The Institute of Chartered Accountants of India

New Delhi, India

Page 2: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

CSR 101

CSR is mandatory for companies registered under Companies Act, 2013 and covered under the purview of Section 135(1).

ANY OF : Net worth: Rs. 500 crore or Turnover: Rs. 1,000 crore or Net profit: Rs. 5 crore

Applies to Project Office, Companies under IBC

Board should be consisting of three or more directors, out of which at least one director shall be an independent director if CSR > 50 lacs

Net profit will be calculated in the manner as prescribed in Section 198

of the Companies Act, 2013.

Rule 2(1)(d) of the CSR Rules, Corporate Social Responsibility means an activity undertaken by a

company in pursuance of its statutory obligation laid down in Section 135 of the Companies Act, 2013.

Page 3: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

CSR: UNSPENT AMOUNT

Transfer such unspent amount to funds as specified in Schedule VII within a period of six months from the end of FY.

If amount remains unspent pertains to ongoing projects (u/s 135(6)):

a) Company is required to transfer the unspent amount to a special account (Unspent CSR Account) within 30 days of the end of FY.

b) Amount in Unspent CSR Account shall be spent by the Company towards the CSR Policy within a period of three FY's from the end of respective FY

c) On failure to do so, Company shall transfer the same amount to a Fund specified in

Schedule VII, within a period of thirty days from the date of completion of the third FY

If amount remaining unspent pertains to other then ongoing projects (u/s 135(5)):

Page 4: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

SECTION 135 WAS AMENDED W.E.F 22.01.2021 BY INSERTING A NEW

SUB-SECTION (6)

The second proviso to Sub section (5) of section 135 which now states that if theCompany fails to spend the amount prescribed in Section 135(5) and unless theunspent amount relates to any on-going project referred to in sub-section (6), theCompany shall transfer such amount to a Fund specified in Schedule VII, within aperiod of 6 months of the expiry of the financial year.

The applicability of this amendment is prospective and therefore the unspentamount for the financial year 2020-21 onwards shall be transferred to the fundspecified in Schedule VII within six months of the expiry of the said financial year,unless the same pertains to any ongoing project.

However, if the Company has created a provision for unspent CSR obligation forthe financial years 2016-17, 2017-18, 2018-19 and 2019-20, and if such provisionremains outstanding as on 31st March, 2021, such amount should be transferred toseparate bank account or Fund specified in ScheduleVII, as the case may be.

Page 5: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

FUNDS SPECIFIED IN SCHEDULE VII (TO TRANSFER THE UNSPENT AMOUNT / FUNDS)

Swach Bharat Kosh; Clean Ganga Fund;

PM National Relief Fund; PM Cares Fund

Other fund set up CG for socio-eco

Three broad heads include -

Page 6: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

CONSEQUENCES, IN CASE OF THE COMPANY NOT ADHERING TO THE

CSR GUIDELINES AND PROVISIONS

If a Company is in default in complying with the provisions of Section 135 (5) or 135 (6),

Company shall be liable to:

A penalty of twice the amount required to be transferred to the specified funds or theUnspent CSR Account, as the case may be, or one crore rupees, whichever is less, and

Every officer of the Company who is in default shall be liable to:

A penalty of one-tenth of the amount required to be transferred to the specified funds orthe Unspent CSR Account, as the case may be, or two lakh rupees, whichever is less.

Further for Non Disclosure of CSR in the Board's Report under Section 134(3) and Rule 8Company shall be liable to a penalty of Rs. three lakh and every officer of the company whois in default shall be liable to a penalty of Rs. fifty thousand

Page 7: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

SOCIAL STOCK EXCHANGE

Social Stock Exchange (SSE) is a platform which allows

investors to buy shares in social enterprises vetted by an

official exchange. SSE will function as a common platform

where social enterprises can raise funds from the public.

The Union Budget 2019 had proposed setting up of first of its

kind SSE in India.

SEBI’s Working Group (WG) Report on SSE, released on

June 01, 2020 had provided a form and content to the

Hon’ble Finance Minister’s vision. Recommendations

outlined modalities for creating a SSE that will serve as a

platform for fundraising and, also incorporate procedures by

which social impact of NPOs and FPEs will be measured and

reported.

Page 8: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

TECHNICAL GROUP ON SSE – TERMS OF REFERENCE

The Technical Group (TG) was constituted by SEBIon September 21, 2020.

TheTerms of Reference for theTG included –

Developing framework for onboarding NPOs and FPEs onthe SSE including defining for profit socialinvesting/enterprises,

Standardizing reporting and disclosure requirementsrelating to financials, governance, operational performanceand social impact.

Recommending on matters related to scope of work,eligibility criteria and regulation of social auditors, otherintermediaries such as information repositories and theirnecessary SROs

Further evolution and growth of social auditors.

Page 9: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

KEY RECOMMENDATIONS OF THE TECHNICAL GROUP

I. Qualifying Criteria and On boarding of Social Enterprises

II. Building an Enabling Ecosystem

III. Disclosures and Reporting

Three broad heads include -

Page 10: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

I. QUALIFYING CRITERIA AND ON BOARDING OF SE

For Social Enterprises (SE) establish Primacy of Social Impact

Combination of three filters to be used -

(i) 15 broad eligible activities based on Schedule VII of the Companies Act,

2013, SDGs and priority areas identified by Niti Aayog.

(ii) Eligible activities shall target underserved or less privileged population

segments or regions recorded lower performance in development

priorities of national/state governments.

(iii) At least 67% of its activities of SE should be qualifying as eligible activities

to the target population (to be established through one or more of

Revenue, Expenditure, Customer base).

Corporate foundations, political or religious organizations/activities, professional or

trade associations, infrastructure and housing companies (except affordable housing)

will not be permitted on SSE.

Page 11: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

I. QUALIFYING CRITERIA AND ON BOARDING OF SE

- Registration with SSE prior to raising funds

based on registration criteria.

- Registration criteria includes indicators such

as –

o validity of registration certificate

o details of ownership and control

o valid registration under Income Tax, minimum

annual spending in past financial year

o minimum funds raised in past financial year.

• Disclosure of differentiators (vision, target

statement, strategy, governance, management,

operations, finance, compliance, credibility, social

impact, risk) in addition to extant regulations as

mandated by SEBI.

• FPEs shall list their securities on the appropriate

existing boards.

Requirement of Registration for NPOs Requirement for Listing of FPEs

Page 12: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

12

PROCESS FLOW FOR

ONBOARDING OF

SOCIAL ENTERPRISE

Page 13: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

INSTRUMENTS AVAILABLE FOR FUND RAISING

NPO

Equity

Zero Coupon

Zero Principal Bonds

Mutual Funds

Development Impact Bonds, Social Impact

FundsFPE

Equity

Debt

Social Venture

Fund

Development Impact Bonds

Page 14: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

RECASTING SOCIAL VENTURE FUNDS

Reducing minimum corpus size from 20cr to 5cr

Reducing minimum subscription from Rs. 1cr to Rs. 2 lakh

Allowing 100% grants, grants out under SVFs

Allowing Corporates to invest CSR funds into SVFs with a 100% grants-in, grant out model

Changing nomenclature of SVF to Social Impact Funds.

TG proposes following changes for recasting social venture funds

Page 15: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAIII. BUILDING AN ENABLING ECOSYSTEM

Size of the total fund of the corpus be Rs. 100 Crores.

CBF could be housed in NABARD, as an administrative

fund under it.

Fund to be registered under 80G to

- welcome donations

- be eligible to receive CSR donations (which will

require changes to Section 135/ Schedule VII of

Companies Act 2013).

CAPACITY BUILDING FUND

Page 16: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

SOCIAL AUDITORS

• Firms/institutions having expertise in the area of social audit will employ social

auditors.

• Social Auditors include both financial auditors and non-financial auditors who have

qualified certification course conducted by NISM.

• SRO for Social Auditors will function under ICAI as a separate Sustainability

Directorate.

- Social Auditors will be required to be empanelled with SRO.

- Governing body of SRO shall majorly comprise of members from social sector

as well as members of ICAI/ Sustainability Reporting Standards Board.

• SRSB of ICAI shall frame the Social Audit Standard.

• ICAI shall also prescribe a separate Code of Conduct for SAs.

Page 17: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

FUNCTIONS OF SRO

• Registration of SAs on fulfilling the prescribed requirements.

• Laying down criteria/norms for empanelment of SAs, categorization of SA into

various categories on fulfilment of required criteria/norms including but not limited

to number of qualified social auditors in the firm, relevant experience, etc.

• Laying down standards of professional conduct for registered SAs and monitoring

their performance.

• Safeguarding the rights and privileges of SAs who are its members.

• Suspending or canceling the membership of SAs who are its members, on grounds

set out in its bye-laws.

• Publishing information about its functions, list of its members, performance of its

members and such other information as may be specified by regulations.

Page 18: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

IR are also a very important category of

participants in the SSE ecosystem. IRs currently

function as aggregator of information on NGOs,

and provide a searchable database in a comparable

form.

IR, based on how their role shapes up, at a later

date, can be subjected to appropriate checks and

balances in the form of regulations as may be

deemed appropriate.

Page 19: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

III. DISCLOSURES AND REPORTING

Need of Standardization of Disclosures and ReportingRequirements - To provide balanced and reasonablerepresentation of performance & progress of registered SE

Disclosures on General, Governance and Financial Aspects –Separate requirements for NPOs and FPEs as difference in legal form and accounting practices

Reporting on Social Impact - Annual Impact Report to capture qualitative and quantitative aspects of social impact generated by entity, or by project/ solution that security is meant to fund

Page 20: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

DISCLOSURES ON GENERAL, GOVERNANCE AND

FINANCIAL ASPECTS

- Whose face value of post issue paid up capital shall be more than Rs. 25 crores -

Comply with Indian Accounting Standards (Ind AS), as notified under Section 133 of

the Companies Act, 2013.

- Others (other than those who have post issue paid up capital > Rs.25 crores and

those with post issue paid up capital < Rs. 25 crores but complying with Ind AS) -

Comply with Accounting Standards issued by the ICAI.

SEs (both NPOs and FPEs) –

Page 21: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

DISCLOSURES ON GENERAL, GOVERNANCE AND

FINANCIAL ASPECTS

- ICAI shall update its “Technical Guide

on Accounting for NPOs” issued earlier

in 2009.

- ICAI shall mandate that AS compliance

be verified by all of its members while

giving assurance on financial statements

of all NPOs.

- Reporting of any material event within

07 days to the exchange in which

registered/listed.

FPE listing equity/debt shall in addition to

social impart reporting requirement comply

with the disclosure requirements as per the

applicable segment such as main board,

SME, IGP, etc.

For NPOs registered with SSE For FPEs

Page 22: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SRSB, ICAI

DISCLOSURES ON SOCIAL IMPACT

• Entities on SSE shall disclose Social Impact

on annual basis.

• The report shall be called

Annual Impact Report (AIR)

covering aspects such as –

• Strategic Intent and Planning

• Approach

• Impact Score Card

Page 23: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …
Page 24: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

VALUE VS. VALUES

Value

Governance Issues

Values

Environment

Values

Social

• Poor management practices,

• Board compositions,

• Anti-bribery and corruption

policy,

• Participation of shareholders.

• Reputation of organization.

• Labour conflict,

• Social impact of certain

products/activities.

• Scarcity of natural resources.

• Impact on climate change.

• Changing demographics

Page 25: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

GLOBAL

INITIATIVES

IFRS Foundation

IIRC/GRI/SASB

EU Mandate

UK Mandate

New Zealand Mandate

Page 26: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

ID Category Metric Calculation Guidance

E1 Environmental GHG Emissions E1.1) Total amount, in CO2 equivalents, for Scope 1 (if

applicable)

E1.2) Total amount, in CO2 equivalents, for Scope 2 (if

applicable)

E1.3) Total amount, in CO2 equivalents, for Scope 3 (if

applicable)

Please use the WRI/WBCSD GHG protocol.

Please use the WRI/WBCSD GHG protocol.

Please use the WRI/WBCSD GHG protocol.

E2 Environmental Emissions Intensity E2.1) Total GHG emissions per output scaling factor

E2.2) Total non-GHG emissions per output scaling

factor

Scaling factors set by reporting company.

Examples include: Revenues, sales, production units.

E3 Environmental Energy Usage E3.1) Total amount of energy directly consumed

E3.2) Total amount of energy indirectly consumed

Reported in MWh or GJ.

Reported in MWh or GJ.

E4 Environmental Energy Intensity Total direct energy usage per output scaling factor Scaling factors set by reporting company.

Examples include: Physical space, FTEs, revenues.

E5 Environmental Energy Mix Percentage: Energy usage by generation type Examples include: Renewables, hydro, coal, oil, natural

gas.

E6 Environmental Water Usage E6.1) Total amount of water consumed

E6.2) Total amount of water reclaimed

Reported in gallons or square meters (m3).

Reported in gallons or square meters (m3).

E7 Environmental Environmental Operations E7.1) Does your company follow a formal

Environmental Policy? Yes, No

E7.2) Does your company follow specific waste, water,

energy, and/or recycling polices? Yes/No

E7.3) Does your company use a recognized energy

management system? Yes/No

Cite public content, if available.

Cite public content, if available.

ISO 50001, for example.

E8 Environmental Environmental Oversight Does your Board/Management Team oversee and/or

manage climate-related risks? Yes/No

Cite public content, if available.

E9 Environmental Environmental Oversight Does your Board/Management Team oversee and/or

manage other sustainability issues? Yes/No

Cite public content, if available.

E10 Environmental Climate Risk Mitigation Total amount invested, annually, in climate-related

infrastructure, resilience, and product development?

Reported in Rs.

World Federation of Exchanges launched Metrics for ESG disclosure

Page 27: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

World Federation of Exchanges launched Metrics for ESG disclosure

S1 Social CEO Pay Ratio S1.1) Ratio: CEO total compensation to median FTE

total compensation

S1.2) Does your company report this metric in

regulatory filings? Yes/No

Use total compensation, including all bonus and

incentives.

For example: Dodd-Frank regulations (US)

S2 Social Gender Pay Ratio Ratio: Median male compensation to median female

compensation

Reported for FTEs only.

Use total compensation, including all bonus and incentives.

S3 Social Employee Turnover 3.1) Percentage: Year-over-year change for full-time

employees

3.2) Percentage: Year-over-year change for part-time

employees

3.3) Percentage: Year-over-year change for contractors

and/or consultants

S4 Social Gender Diversity 4.1) Percentage: Total enterprise headcount held by men

and women

4.2) Percentage: Entry- and mid-level positions held by men

and women

4.3) Percentage: Senior- and executive-level positions held

by men and women

S5 Social Temporary Worker Ratio 5.1) Percentage: Total enterprise headcount held by part-

time employees

5.2) Percentage: Total enterprise headcount held by

contractors and/or consultants

S6 Social Non-Discrimination Does your company follow a sexual harassment and/or non-

discrimination policy? Yes/No

Cite public content, if available.

S7 Social Injury Rate Percentage: Frequency of injury events relative to total

workforce time

Reference ILO & UNDHR standards, if possible.

S8 Social Global Health & Safety Does your company follow an occupational health and/or

global health & safety policy? Yes/No

Cite public content, if available.

S9 Social Child & Forced Labor 9.1) Does your company follow a child and/or forced labor

policy? Yes/No

9.2) If yes, does your child and/or forced labor policy also

cover suppliers and vendors? Yes/No

Cite public content, if available.

Reference ILO & UNDHR standards, if possible.

S10 Social Human Rights 10.1) Does your company follow a human rights policy?

Yes/No

10.2) If yes, does your human rights policy also cover

suppliers and vendors? Yes/No

Cite public content, if available.

Reference ILO & UNDHR standards, if possible.

Page 28: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

World Federation of Exchanges launched Metrics for ESG disclosure

G1 Governance Board Diversity G1.1) Percentage: Total board seats occupied by

men and women

G1.2) Percentage: Committee chairs occupied by

men and women

G2 Governance Board Independence G2.1) Does company prohibit CEO from serving as board

chair? Yes/No

G2.2) Percentage: Total board seats occupied by

independents

Cite public content, if available.

G3 Governance Incentivized Pay Are executives formally incentivized to perform on

sustainability? Yes/No

Cite public content, if available.

G4 Governance Collective Bargaining Percentage: Total enterprise headcount covered by

collective bargaining agreement(s)

G5 Governance Supplier Code of Conduct G5.1) Are your vendors or suppliers required to follow a

Code of Conduct? Yes/ No

G5.2) If yes, what percentage of your suppliers have

formally certified their compliance with the code?

Cite public content, if available.

"Percentage" can be defined by number or expenditure.

G6 Governance Ethics & Anti-Corruption G6.1) Does your company follow an Ethics and/or Anti-

Corruption policy? Yes/No

G6.2) If yes, what percentage of your workforce has

formally certified its compliance with the policy?

Cite public content, if available.

"Percentage" is defined by total FTE headcount.

G7 Governance Data Privacy G7.1) Does your company follow a Data Privacy policy?

Yes/No

G7.2) Has your company taken steps to comply with GDPR

rules? Yes/No

Cite public content, if available.

General Data Protection Regulation (GDPR).

G8 Governance Sustainability Reporting G8.1) Does your company publish a sustainability report?

Yes/No

G8.2) Is sustainability data included in your regulatory

filings? Yes/No

Cite public content, if available.

Cite public content, if available.

G9 Governance Disclosure Practices G9.1) Does your company provide sustainability data to

sustainability reporting frameworks? Yes/No

G9.2) Does your company focus on specific UN Sustainable

Development Goals (SDGs)? Yes/No

G9.3) Does your company set targets and report progress

on the UN SDGs? Yes/No

If yes, cite frameworks used.

Cite public content, if available.

Cite public content, if available.

G10 Governance External Assurance Are your sustainability disclosures assured or validated by a

third party? Yes/No

Cite third party assurance partner.

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Page 30: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

GRI(GLOBAL REPORTING

INITIATIVE)

STANDARDS

Universal Standards

GRI 101: Foundation 2016

GRI 102: General Disclosures 2016 GRI 103: Management Approach 2016

Specific Standards

GRI 200: Economic

GRI 201: Economic Performance 2016

GRI 202: Market Presence 2016

GRI 203: Indirect Economic Impacts 2016

GRI 204: Procurement Practices 2016

GRI 205: Anti-corruption 2016

GRI 206: Anti-competitive Behavior 2016

GRI 207: Tax 2019

GRI 300: Environmental

GRI 301: Materials 2016

GRI 302: Energy 2016

GRI 303: Water and Effluents 2018

GRI 304: Biodiversity 2016

GRI 305: Emissions 2016

GRI 306: Waste 2020

GRI 307: Environmental Compliance 2016

GRI 308: Supplier Environmental Assessment 2016

• GRI 400: Social

GRI 401: Employment 2016GRI 402: Labor/Management Relations 2016GRI 403: Occupational Health and Safety 2018

GRI 404: Training and Education 2016GRI 405: Diversity and Equal Opportunity 2016

GRI 406: Non-discrimination 2016GRI 407: Freedom of Association and

Collective Bargaining 2016

GRI 408: Child Labor 2016GRI 409: Forced or Compulsory Labor 2016GRI 410: Security Practices 2016GRI 411: Rights of Indigenous Peoples 2016GRI 412: Human Rights Assessment 2016GRI 413: Local Communities 2016GRI 414: Supplier Social Assessment 2016GRI 415: Public Policy 2016GRI 416: Customer Health and Safety 2016GRI 417: Marketing and Labeling 2016GRI 418: Customer Privacy 2016GRI 419: Socioeconomic Compliance 2016

Page 31: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

Initiative by Stock Exchanges (Globally)

58 of the 107 stock exchanges have published ESG reporting guidance for their listed companies.

Stock exchanges made it compulsory for Listed companies to report either on GRI or norms developed by other

forums/task force based on

importance of different stakeholders,

which ESG factors were selected and how

Singapore Exchange (2011) Guide to Sustainability Reporting for Listed Companies,

Malaysia (2010) Powering Business Sustainability - A Guide for Directors

Budapest Stock Exchange published its first ESG Reporting Guide (2021)for Issuers.

Panama Stock Exchange (BVP) presented the “Guide (2021) for Reporting and Voluntary Disclosure of

Environmental, Social and Corporate Governance Factors (ASG)”

UN Global Compact (2015) Board Programme: Unlocking the Value of Corporate Sustainability.

2012, the Securities and Exchange Board of India (SEBI) issued a circular that made it mandatory for the largest 100

listed companies to publish an annual business responsibility report.

Page 32: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SUSTAINABLE FUNDS/BONDS – ESG MUTUAL FUNDS

Sustainable funds are those that use environmental, social, and corporate governance (ESG) criteria to evaluate investments

or assess their societal impact.

They may pursue a sustainability-related theme or explicitly aim to create measurable social impact.

Sustainable funds invest with two lenses, they analyze company performance with regard to ESG criteria (environmental, social,

and governance) alongside traditional factors such as valuations and earnings growth.

ESG bonds are debt instruments that encourage investments based on the issuer addressing certain ESG criteria.

Climate change concerns in recent years have pushed both investors and companies to incorporate ESG into their corporate

operations or investment portfolios.

On the same line the first ESG mutual fund was launched by the State Bank of India i.e., SBI Magnum Equity ESG Fund.

Globally, in 2020 ESG funds getting unparalleled popularity for such strategies. Investors have poured money into these funds as

concern for sustainability, social good, and responsible governance spreads.

World Bank launched equity-linked index bonds that link returns to the performance of companies advancing global

development priorities set out in the Sustainable Development Goals.

According to a report by Morningstar, ESG funds took in $51bn of net inflows last year, double the total for 2019 and almost 10

times more than in 2018. Even the Investors are getting good return on their investment in various Funds

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CHALLENGES IN ESG IMPLEMENTATION

Non availability of any methodology for assigning the monetary value to a particular ESG issues like Air

Pollution into Quantitative model (more subjectivity).

No Standards for ESG disclosure and disclosures remain unverified.

Organizations always feel that ESG issues are the responsibility of Regulators and Governments.

ESG issues influence the Financial Position in long run whereas investors are more concerned for short term

gains.

Data related to ESG is not available in quantitative terms. Integration of ESG info with financial statement in

absence of standard is a challenge.

There was no theory which can prove link between the ESG and Financial performance.

No Regulatory requirement across the board for disclosure of ESG.

Capability of Finance team to account the ESG related issues.

No uniformity of ESG across the nature of Organizations/Regions.

Page 35: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

UNIFORMITY

A

CHALLENGE

Page 36: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

WAY

FORWARD

Promote Promote Your Performance.

Define Define Success - Evaluate the Progress on parameters.

Build Build a Sustainability Team fully equipped to understand the ESG framework.

Create Create a Budget/Timelines to implement strategies.

Set Set Overall Goals for each of ESG Factor, Divide them into short term and long term.

Identify Identify the ESG factors related to nature of Organisation. Determine the positive value of factor. Consider Stakeholders for various factors.

Page 37: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

Business Responsibility and sustainable Reporting by

Listed Companies

Page 38: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

BRSR

INTRODUCED

BY SECURITY

EXCHANGE

BOARD OF

INDIA (SEBI)

FOR ESG

REPORTING

Seeks disclosure by Listed Companies their performance against the nine (9) Principle of National Guidelines on Responsible Business conduct (NGRBC)

Each Principle is divided into “Essential” and “Leadership” Indicators

Reporting on “Essential indicators” is mandatory and “Leadership indicators” is voluntary in nature

Aim is to develop comparability to help investor for informed decisions

Applicable for top 1000 listed companies (Based on Market Capitalization) from Financial Year 2022-23 (Mandatory). For 2021-22 its voluntary.

Reporting made on international standards (GRI)/Annual report can be shared as cross reference.

Need to disclose the disclosure are for stand alone entity or on consolidated basis

Issued on 10th May 2021

Page 39: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SECTION A:

GENERAL

DISCLOSURES

Details of the listed entity

1. Corporate Identity Number (CIN) of the Listed Entity

2. Name of the Listed Entity

3. Year of incorporation

4. Registered office address

5. Corporate address

6. E-mail

7. Telephone

8. Website

9. Financial year for which reporting is being done

10. Name of the Stock Exchange(s) where shares are listed

11. Paid-up Capital

12. Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report

13. Reporting boundary - Are the disclosures under this report made on a standalone basis (i.e. only for the entity) or on a consolidated basis (i.e. for the entity and all the entities which form a part of its consolidated financial statements, taken together).

Page 40: REPORT OF SEBI - TECHNICAL GROUP ON SOCIAL STOCK …

SECTION B : 9

PRINCIPLES

OF NGRBC

Business should conduct and govern themselves with integrity, and in a manner that is ethical, transparent and accountable

Businesses should provide goods and services in a manner that is sustainable and safe

Businesses should respect and promote the well-being of all employees, including those in their value chains

Businesses should respect the interests of and be responsive to all its stakeholders

Businesses should respect and promote human rights

Businesses should respect and make efforts to protect and restore the environment

Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent

Businesses should promote inclusive growth and equitable development

Businesses should engage with and provide value to their consumers in a responsible manner

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SDGs Mapped against ESG Reporting (NGRBC)

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WAY FORWARD -

ORGANIZATION

NEED TO

ORGANIZE

AWARENESS

PROGRAM ON

All 9 Principles for KMPs, Board Members and key value chain

• Human Right Issues

• Health and Safety Measure

• Skill Upgradation

For employees on

For public on safe and responsible usage of product/services

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WAY FORWARD -

DEVELOP

POLICIES/PROCED

URE ON

Policy for Anti Bribery

Procedure for Sustainable sourcing

Procedure for reclaim product for re-cycle/dispose off

Equal opportunity policy

Procedure for formation Union of employee

Committee for address human right issue and its impact on business

Enable process to include human right issue in agreement/contracts

Mechanism for zero liquid discharge

Develop Waste Management Practice

Preferential procurement policy

Conflict of Interest

Occupational health and safety management system

Framework/policy on cyber security and data privacy

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WAY

FORWARD -

MECHANISM

TO OBTAIN

Grievances of Employee/worker for work place environment

Data related to grievance for working conditions, health and safety

Grievances of community on Social impact

Emission of Air/Gas/Water Use/Electricity use/Waste

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WAY

FORWARD -

NEED TO

DISCLOSE

Expenses incurred on R&D related to impact of ESG for product life cycle and how to improve

Whether Extended Producer Responsibility is applicable

Percentage of re-cycled or re-used input material used in production

Safety related incidents

Whether any life insurance /compensatory package scheme is there

Transition assistance program for retired/terminated employee

Entry access/working conditions to differently-abled employee and visitors

Environmental impact assessment of projects

Social Impact Assessment of Projects

Any rehabilitation/re-settlement undertaken because of project

Compliance of environment and related Acts

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WAY

FORWARD -

NEED TO

DISCLOSE

Emission/consumption/Re-use/Re-cycle/disposal of

Electricity including fuel and others

Water – Surface, ground, sea, third party

Air emissions

Green house gas emissions

Plastic and other waste

Details of Public policy advocated

Sourcing from MSMEs, Neighbouring/within district

CSR project in aspirational districts

Benefit derived from IPR based on traditional knowledge

Environmental and social parameters of product, usage

and disposal

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DEFINITIONS

The term “Employee” is defined under Sec 2(l) of the Industrial Relations Code, 2020

The term “Worker” is defined under Sec 2(zr) of the Industrial Relations Code, 2020 and means any

person (except an apprentice as defined under clause (aa) of section 2 of the Apprentices Act, 1961)

The term “permanent employee or “permanent worker” refers to an employee or worker,

employed for full-time or part- time work, for an indeterminate period. The term “other than permanent

employee” or “other than permanent worker” refers to employees or workers who are employed for a

fixed term that ends when a specific time period expires, or on completion of a specific task or an event

such as the end of a project or return of a replaced employee. “Other than permanent” employees or

workers could be employed directly by the entity or through third party contractors.

Key Management Personnel as defined under Sec 2(51) of the Companies Act 2013, in relation to a

company, means—

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed

The entity shall calculate the turnover rate for a financial year, for a particular category, based on

the following formula:

(No. of persons who have left the employment of the entity in the FY *100) / Average no. of

persons employed in the category

As defined under Sec 2(10) of the Companies Act 2013, "associate company", in relation to another

company, means a company in which that other company has a significant influence, but which is not a

subsidiary company of the company having such influence and includes a joint venture company.

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DEFINITIONS

The term ‘green-house gas’ covers the following gases:

Carbon dioxide (CO2)

Methane (CH4)

Nitrous oxide (N2O)

Hydrofluorocarbons (HFCs)

Perfluorocarbons (PFCs)

Sulphur hexafluoride (SF6)

Nitrogen trifluoride (NF3)

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Relevant Laws applicable for

9 Principles of NGRBC

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Relevant Laws applicable for 9 Principles of

NGRBC

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CA. ANIKET SUNIL TALATI

Central Council Member, ICAI

Thank You

“Do what today others won’t, so tomorrow, you can do what others can’t”.