South Africa

IN 2011, SOUTH AFRICA became the first country to require integrated reporting on an "apply or explain" basis.1 In 2014, it remains the only country to have done so. Since the Johannesburg Stock Exchange (JSE) added King III to its listing requirements—which as of 2011 have included integrated reporting—some 4502 South African companies have been filing reports that present both financial and nonfinancial information3 in a meaningful way. While a variety of proposals related to sustainability and integrated reporting have been submitted in countries of the European Union,4 and while an initiative by the World Federation of Exchanges slated for discussion in 2014s would require some form of nonfinancial reporting,6 no other country has shown signs of implementing such a far-reaching requirement.

Those not deeply entrenched in the topics of corporate governance and reporting are often surprised to learn that South Africa is the first country where integrated reporting was given a widespread mandate. Indeed, in 20 years the country's corporate governance code went from being undeveloped to regarded as an international vanguard. The governance principles that would launch South Africa's integrated reporting journey coincided with the country's first multiracial elections in 1994. In codifying values of stakeholder inclusivity—the idea that nonshareholder interests and expectations should be taken into account during strategic decision-making—those principles testified to a burgeoning democracy's effort to create structural and corporate transparency where, previously, corruption had prevailed. Because integrated reporting's meaning in South Africa—for companies, investors, and the country as a whole—must be seen in the context of its evolution from corporate governance principles, and because the movement has gathered more momentum in South Africa than any other geography, we will describe the motives of the key individuals and groups that led to this recommendation, ultimately reviewing the results of this country's experience.

THE UNIQUENESS OF SOUTH AFRICA

The particularity of South Africa's circumstances begs the question of how much momentum the country's decision has created for the adoption of integrated reporting on a global basis. One might suppose the adoption of integrated reporting by a midsized country (population of 51 million in 2012)7 with a divisive history says little about the integrated reporting movement's prospects for the rest of the world. It is unlikely that a developed country would be motivated by the same set of reasons to improve its corporate governance.

As the increased trust thought to accompany integrated reporting could signify easier entry into foreign markets directly, through joint ventures, or through acquisitions, however, other developing countries may have similar incentives to attract foreign investors and make their large companies credible players on a global stage.8 Although this suggests integrated reporting can play a role in establishing the legitimacy of the State and its economy in times of turmoil and change, it certainly does not mean that it always will. In countries where the legitimacy of the State and its business community are more secure, companies and countries may see fewer benefits of integrated reporting— particularly when taking into account its costs and risks.

Yet, while South Africa's unique circumstances may have led it to be the first country to adopt integrated reporting, one could argue, as South Africans Mervyn King and Leigh Roberts have in Integrate: Doing Business in the 21st Century? that the underlying forces that put integrated reporting on the agenda are the same worldwide. Central to the development of South Africa's code of corporate governance, King now occupies a similar role on the global integrated reporting stage as Chairman of the International Integrated Reporting Council (IIRC). As a member of the Integrated Reporting Committee of South Africa (IRC of SA) and the Technical Task Force of the IIRC, Roberts was deeply involved in the development of integrated reporting in South Africa.

They see integrated reporting as one of "four corporate tools" to manage companies in a changing business environment. "Integrated thinking" is suggested as the most important, with the other two being stakeholder relationships and good corporate governance.10 We will discuss the relationship between integrated reporting and integrated thinking in detail in the next chapter, "Meaning."

While the analysis of King and Roberts would suggest that integrated reporting is as relevant elsewhere as in South Africa, exactly how its adoption might best be aided remains unclear. The authors' four tools, much like the five forces they cite as changing the investor environment, are useful to companies all over the world even as their strength varies by country.11 The nine problems with corporate reporting they identify are similarly applicable.12 The remaining instrumentalist questions are concerned with scope and strategy. Should the focus be on improving corporate reporting per se, which is how it is largely being defined in other countries? Or should integrated reporting be part of a larger context, such as a code of corporate governance, as it was in South Africa? What is the right combination of market and regulatory forces? The South African strategy was what might be called "soft regulation" due to the "apply or explain" basis and the central role of the JSE, in contrast to the hard regulation of a pure mandate supported by the country's securities commission. These questions will be addressed in our final chapter. Here, we present South Africa's particular journey in order to glean what can be learned from the only country in which integrated reporting is mandatory.