Category Archives: Integrated Reporting

State of Sustainability Reporting – SEC Investor Advisory Committee

Washington Monument B&W

Washington Monument

It was great to see the “State of Sustainability Reporting” discussed at the SEC Investor Advisory Committee meeting  on July 14, 2016. You can view the discussion on the SEC’s archived webcast (click here for link). The sustainability reporting discussion starts around the 23-minute mark of the video.

This meeting is part of the SEC’s process to seek public comment on modernizing certain business and financial disclosure requirements in Regulation S-K. The SEC Concept Release document, Business and Financial Disclosure Required by Regulation S-K, was issued on April 13, 2016 (click here for link). The purpose of this release is to seek input to determine whether SEC business and financial disclosure requirements still provide important information for investors and how registrants can most effectively present this information.

This discussion is an important step as the SEC considers how sustainability information fits into its disclosure requirements. This meeting focused on information that investors receive and in particular sustainability reports or environmental, social, and governance (ESG) reports. In this video you will find a good overview of the history of SEC sustainability disclosures along with existing sustainability reporting frameworks. There are likely to be more discussions in the future. I highly recommend that you watch the video (click here for link). To give you a preview, I have summarized the discussion below.

Over the last several decades, many perspectives and practices on sustainability reporting have come about. Questions raised at the beginning of the discussion provided context for sustainability reporting and SEC disclosures. Some of the questions included:

  • How do report issuers engage with investors?
  • How are sustainability issues identified and reported?
  • What do investors consider important to decision making?
  • What methods are used by investors and report issuers to determine material issues?
  • What do investors want?
  • What should issuers provide?
  • How much information should be reported and in what format?
  • How much information should asset owners be demanding and using?
  • How much should public companies be reporting?

Although these questions were not intended to be answered in this meeting, they do raise relevant concerns regarding what and how sustainability disclosures will be required.

Presentations

Formal presentations were made by Daniel Goelzer, Senior Counsel and retired partner Baker & McKenzie, original member of PCAOB, Christianna Wood, Chairman of the GRI Board of Directors, Jean Rogers, CEO and Founder SASB, Lisa French, Chief Technical Officer IIRC and Christoph Pereira, Chief Corporate, Securities & Financial Counsel GE.

SEC’s Approach to Sustainability Reporting

Daniel Goelzer provided an excellent, concise overview of the SEC’s traditional approach to sustainability reporting. This approach, established in the 1970s, was in response to rulemaking petitions and litigation against the commission. The actions were sought to get the agency to adopt a comprehensive disclosure scheme for environmental and equal opportunity disclosures. After public proceedings to gather information, the SEC issued a release in 1975. Daniel Goelzer summarized the four conclusions from the release.

  1. Disclosure requirement must be necessary to protect investors or inform their investment decisions
  2. Disclosure requirement should have economic significance to investors
  3. A small fraction of investors in 1975 used or were motivated by corporate social responsibility so there was no basis to require public companies disclosure of corporate social practices
  4. Even without specific requirements ESG disclosures are sometimes necessary to make other disclosures materially complete or accurate

The National Environmental Protection Act (NEPA) had a major impact on what the SEC required in company disclosures; environmental protection became a consideration. The pertinent rules from the 1970s include:

  • In a company’s business description, the company has to disclose the material effects that compliance with environmental protection laws may have on capital expenditures, earnings and competitive position and on estimated expenditures for environmental control facilities.
  • The threshold for disclosing environmental litigation is less than for other types of cases.

Since 1975, the SEC has made required risk factor disclosures more tangible in a company’s Management’s Discussion & Analysis of Financial Condition and Results of Operations (MD&A). Sustainability trends and events have the potential to be material risk factors for a company’s business in terms of financial position (balance sheet) or results of operations (net income). For example, drought and water scarcity could be risk factors for a beverage company that depends on a dependable supply of clean water. After the 1970s, not much changed with regard to sustainability related disclosures for public companies until 2010. The SEC issued an interpretive release on disclosure requirements related to climate change issues. Companies must disclose the impacts of climate change on their business as a result of legislation and regulation, international agreements, and physical impacts. In addition, with the Dodd-Frank Act, Congress directed disclosures that involved conflict minerals, resource extraction payments, and CEO pay ratios.

Outside of the legal requirements, there has been a major increase in corporate voluntary reports that are not filed with the SEC. Stakeholders such as employees, consumers, NGOs and communities are often the intended report users. Across companies and industries, there is considerable variety in the information and formats used in these reports.

Mr. Goelzer had several recommendations for the SEC on how to proceed regarding ESG disclosure. The current focus on investment decision making of the reasonable investor should be maintained. Although the topics that are material to the reasonable investor have changed since 1975, the SEC should retain its definition of materiality (i.e., information significant to the reasonable investor). The SEC needs to take steps to adopt a disclosure framework that takes sustainability information into account. On that note, sustainability reporting should be principles based rather than prescriptive. To reduce its burden, rather than creating its own reporting framework, the SEC should look at existing frameworks available.

Existing Frameworks

Global Reporting Initiative (GRI)

Christianna Wood made a compelling presentation for the use of the GRI standards in SEC disclosures. She presented the history of GRI along with its current standing in the world as the leading sustainability reporting framework. Almost 20 years ago, Ceres (a national coalition of investors, environmental organizations and other public interest groups) created the GRI as the world’s first global sustainability reporting framework. According to a KPMG 2015 study, GRI is used by 74% of the Fortune G250 and by 72% of companies reporting on sustainability issues worldwide that publish stand-alone sustainability reports. In addition, there are thousands of organizations spanning all sectors in over 90 countries using the GRI standards. In response to the Commission’s Concept Release on Business and Financial Disclosure Required by Regulation S-K, the GRI outlined three points that would be in its formal response.

  1. The responsibility to determine material sustainability issues lies with the registrant
  2. GRI supports disclosure of all material issues whether they relate to financial or non-financial information
  3. The use of GRI as an existing robust reporting standard increases the utility and comparability of information

The GRI recommends the GRI Standards be used if the SEC requires companies to file sustainability reports given that 74 percent of the largest global companies use the GRI framework. A potential approach is for companies already preparing comprehensive GRI based reports to include these as an Exhibit in their SEC filings.

Sustainability Accounting Standards Board (SASB)

Jean Rogers provided a thorough presentation on the SASB perspective on disclosing companies’ sustainability matters in SEC filings. SASB, which is an independent 501(c)3 non-profit, issues standards for disclosure of sustainability topics. The purpose of this disclosure is to help public corporations disclose material, decision-useful information to investors in their mandatory filings such as the Forms 10-K or 20-F. Jean Rodgers covered four topics.

  1. Rising investor demand for sustainability information
  2. The current inadequacies of sustainability disclosure
  3. The need for a market standard for the disclosure of material sustainability information 4) SASB’s qualifications to fill this need

International Integrated Reporting Council (IIRC)

Lisa French made an excellent presentation covering the IIRC perspective. The IIRC is a coalition of some 70 organizations around the world representing businesses, investors, policy-makers, the accounting profession and civil society. Its concern is that traditional financial reporting is not providing capital markets the full range of information that could materially affect a company’s value creation in the long run. The IIRC perspective is that the Integrated Reporting Framework is complementary to the existing sustainability and financial reporting frameworks. Rather than issuing standards for performance metrics and methodologies, the IIRC’s focus is on encouraging discussion and connection of a company’s business model, strategy, governance, performance and prospects. The IIRC sees strong alignment between Integrated Reporting and the concepts supporting Management Discussion and Analysis. Lisa French discussed how the three pillar of integrated reporting drive their work. These pillars are

  1. Strategic focus and future orientation,
  2. Simplicity, conciseness and the use of plain language
  3. Connectivity of information Corporate Reporting Experience.

The GE Story

Christoph Pereira presented the GE experience with its Integrated Summary Report and approach to disclosure. The summary report has the CEO letter, summary of 10k, summary of its proxy statement and summarized at information from its sustainability website. Based on feedback to GE, the level of interest in sustainability in the US is focused on the risk factors. GE’s general philosophy for determining whether to disclose something is their consideration of its impact on investors’ ability to underwrite the risks and opportunities of owning GE stock. By including sustainability pages in its Integrated Summary Report, the company sought to answer the following four questions:

  1. How does sustainability relate to its overall business strategy?
  2. What is their governance process for sustainability?
  3. What are sustainability priorities and the process used to pick them?
  4. What is their progress on the stated sustainability priorities?

Their approach on reporting focuses on the process in order to provide flexibility as sustainability reporting evolves over time.

The discussion following the presentations is great as well.

Subnational Reporting Conference

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Lincoln Memorial Photo by Gwen White

 

 

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Monika Kumar

 

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Lydia Habhab

Last week in Washington DC, I participated in a World Bank Conference  on Subnational Reporting: Strengthening Governance Systems through Nonfinancial Reporting. This event, which was organized by Monika Kumar  and Lydia Habhab, provided information about the importance of nonfinancial reporting for subnational governments units (e.g., cities).

My role involved writing a framing paper for the conference. In the paper, I discussed many of the relevant issues for nonfinancial reporting at the subnational government level. I want to share some of issues in this blog.

What is nonfinancial reporting and why is it important?

Nonfinancial reporting covers a wide range of areas such as performance measurement and sustainability reporting. Nonfinancial metrics are important because they complement financial reporting by providing a systems view of an organization. Financial reporting is essential but insufficient to assessing and addressing economic, environmental, and social risks. Reporting on social and environment impacts are keys to understanding progress toward sustainable development. Nonfinancial metrics such as a city’s greenhouse gas emissions or workforce composition can provide information that is relevant to assessing an organization’s opportunities and risks associated with its operating activities. Poor air quality is only one of the risks that cities face. The curbing of greenhouse gas emissions can go a long way in reducing health consequences for citizens in a city. Measuring and managing these emissions should be part of the governing process. These nonfinancial metrics provide information that has major consequences for financial resources. Prevention costs are usually much less expensive than cleanup ones.

Why are subnational governments relevant to this discussion?

Cities are becoming the focal point of addressing the effects of climate change, inequality, poverty, hunger, and problems for humanity. In 2014, slightly over half of the world’s population was living in urban areas with the expectation that it would be 66 percent by 2050.  Because of the resources they use and services they provide, city governments have the opportunity to have positive impacts on sustainable development. Problems that affect local areas may vary substantially within one country because of vastly different environmental and social influences in the different regions. City governments deal with local issues and can often identify needed services. The issues and problems need to be examined at the local level to be addressed most effectively. To assess the issues, there is a need for nonfinancial reporting at the subnational level.

What are some of the important factors that might be reported?

City governments depend on a variety of resources or inputs such as environmental capital (e.g., water, biodiversity), social capital (e.g., common values, reputation), human capital (e.g., people’s competencies, experience), intellectual capital (e.g., patents, software), and manufactured capital (e.g., buildings, infrastructure). Metrics that provide information about these factors can be useful in addressing global problems of climate change, human rights violations, poverty, and human development.

There are numerous useful reporting frameworks that are available for nonfinancial reporting. The CDP is an example of a nonprofit organization that collects environmental and social information from companies and city and national governments on single topics such as emissions, water risk, supply chains, and forests. Other organizations that provide city-specific sustainability reporting tools include the Compact of Mayors  and ICLEI. In addition, voluntary guidelines and standards such as the Global Reporting Initiative (GRI) Sustainability Reporting Standards and Integrated Reporting <IR> Framework are continually updating their frameworks to keep pace with the demand for sustainability-related information. Both are adaptable to cities’ needs. The International Organization for Standardization (ISO) has published ISO 37120, Sustainable development of communities — Indicators for city services and quality of life. It is intended as a means “…to help city managers, politicians, researchers, business leaders, planners, designers and other professionals to focus on key issues, and put in place policies for more livable, tolerant, sustainable, resilient, economically attractive and prosperous cities.”

These issues were discussed at the World Bank Conference chaired by Samia Msadek, Director, Governance Global Practice World Bank.

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Samia Msadek

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Punji Leagnavar, John Morrill, Samia Msadek, Bill Baue

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Samia Msadek, Bill Baue, Monali Ranade

 

 

 

 

 

 

The panel of experts included the following people:

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Bill Baue is co-founder of several organizations including: ThriveAbility Foundation, Reporting 3.0, Sustainability Context Group.Bill has also authored several publications, including A Leader’s Guide to ThriveAbility; Hairshirts, Rattlesnakes, and Shoelaces: Toward A Net Positive Movement; and Raising the Bar – Advancing Environmental Disclosure in Sustainability Reporting. He teaches in the Marlboro Sustainability MBA, and serves on the Technical Advisory Group of the WWF / WRI / CDP /UNGC Science Based Targets initiative. He blogs for Huffington Post, Sustainable Business and Sustainable Brands, where he also co-curates the #NewMetrics Channel.

John Morrill is the energy manager for Arlington County, Virginia. Arlington County is a signatory of the Compact of Mayors and has established sustainability goals. John leads a broad portfolio of work in energy management and policy, including climate mitigation and resilience. In 2008 he won a Climate Protection Award from the U.S. EPA for his work on the Arlington Initiative to Rethink Energy (AIRE), the county’s climate action program that now implements Arlington’s Community Energy Plan. John serves on the Board of Directors of the Virginia Energy Efficiency Council (VAEEC), and also the Virginia Energy Purchasing Governmental Association (VEPGA). Prior to joining the County, John held a variety of research and management positions during 17 years with the American Council for an Energy-Efficient Economy (ACEEE) in Washington DC.

Punji Leagnavar is the Manager of Sustainable Development Policy and Government Affairs at GRI where she leads GRI’s program on the UN Sustainable Development Goals and oversees GRI’s engagement with governments. She has over a decade of experience in sustainable development and mitigation, working for organizations such as the Global Environment Facility and the United Nations Environment Program.

Monali Ranade is Senior Operations Officer, World Bank Climate Change. Ms. Ranade focuses on Knowledge Engagement and Innovations to scale-up low carbon development and green growth and to strengthen participation of private-sector.Prior to this, Ms. Ranade worked with the Carbon Finance Unit of the World Bank developing methodologies and programmatic approaches to reduce greenhouse gas emissions in the Energy and Urban sectors. Prior to joining the World Bank, Ms. Ranade worked with United Nations Development Program (UNDP) and as a Consultant to the Ministry of Environment & Forest, Government of India. Ms. Ranade started her career as a small business owner, moving on to a social marketing company focused on rural consumers, followed by several years with the International Institute for Energy Conservation (IIEC) providing consulting services to government agencies. Ms. Ranade’s educational background is in Mathematics and Economics.

It was a great conference!

 

 

Sustainability Reporting Training Recap

Lincoln Mem

Lincoln Memorial

Photo by Gwen White

Two weeks ago (March 15-18, I taught the Integrated Reporting <IR> Framework at the World Bank in Washington, DC, with Nancy Mancilla of the ISOS Group.  The World Bank employees were great and helped make it an exciting and engaging session. It is always a great experience training with Nancy, who incorporates her substantial knowledge and experience into the trainings.

During the World Bank session, we covered the benefits of using the <IR> Framework and how in particular the framework works for public agencies. <IR> allows an organization to explain how it creates value over the short, medium, and long terms. It does not replace other reporting frameworks but is the next step for organizations to move beyond providing separate sustainability (i.e., economic, environmental, and social) and financial (i.e., assets, liabilities, revenues, and expenses) metrics. It helps organizations tie together these metrics to see the big picture of their opportunities and risks; this involves reporting about its strategy, governance, performance and prospects in the context of its environment. To prepare this report, an organization must take an in-depth look at the inputs (e.g., raw materials, equipment, human resources) and outputs (e.g., finished products, waste, emissions) of its business model as it relates to risks and opportunities. For example, an organization’s decision to invest in an energy efficient production facility affects its profits by reducing costs and the environment by reducing emissions. In an integrated report, the organization can explain how the interrelated effects of reducing its annual operating costs and greenhouse gas emissions reduce its risks. To illustrate, the risks associated with increases in future energy costs are lessened. Reducing these risks could increase an organization’s opportunities to obtain future financing for other capital projects.

During the IR training, I shared my knowledge and experience with university, city, and airport sustainability reports in the <IR> context. In one of my examples, I discussed a city that invested in a more fuel-efficient transportation system that reduced costs, fuel usage, and carbon emissions. This investment has long-term consequences for reducing operating costs, carbon emissions, and human healthcare costs. It has the potential to affect how the city is perceived in terms of managing its financial and environmental impacts. This could in turn have consequences for the city’s bond ratings. An <IR> report would discuss these issues as they relate to the city’s costs, revenues, opportunities, and risks in the short, medium, and long terms.

Monika Kumar, Environmental Specialist with the Corporate Responsibility Program at the World Bank, and I were co-trainers at the GRI G4 sustainability reporting session at the National Geographic Headquarters March 16 and 17. Monika is an excellent trainer with a wealth of experience from her work preparing the World Bank’s sustainability reports. We had a stimulating two days with a group of enthusiastic participants. These trainings provided participants with the opportunity to learn in detail about the GRI G4 framework with current examples of reporting companies. In addition to learning about the GRI principles and their application, we focused on the entire reporting process from planning to publishing the finished report. In this training, we also learned a great deal about our participants’ sustainability reporting experiences. They shared their successes and challenges, which was quite useful to all. Interactive trainings such as this one make our training interesting and memorable.

On the final day of training, Monika Kumar and Stephen Donofrio presented on responding to the CDP questionnaires on climate impacts. This training helped participants understand how CDP relates to their organizations and how they could apply it to their business contexts. Stephen, Principal & Founder of Greenpoint Innovations LLC, was formerly Vice President of CDP North America (Carbon Disclosure Project), where he served as the Canada Manager and directed the region’s investor disclosure program for climate, energy, water, forest-risk commodities.  As a co-presenter, Monika discussed her experiences working on the CDP questionnaires for the World Bank. It was a well-done presentation!

If you missed the GRI and CDP trainings in March, you have another opportunity April 27 – 29, in New York City, hosted by International Flavors and Fragrances.

I hope to see you there!!

Cities and Sustainability Reporting Revisited

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Photo by Michael White

I advocate often for cities to prepare sustainability reports. In a previous blog, “GRI Reporting for Cities,”  I made the case for cities to use the GRI G4 Sustainability Reporting Guidelines so cities can manage their progress in achieving environmental, economic, and social goals.

So is there more can I say on this subject? You bet!

The focus on cities as a vehicle to sustainable development keeps gaining traction. City governments face daunting economic, environmental, and social challenges. SustainAbility has published reports that make the case for focusing on cities as a critical approach for improving the Earth’s sustainability. Cities may well be the key to addressing the planet’s many challenges, but they cannot solve them alone. In its report Citystates II The Case for Corporate Leadership in Urban Sustainability, SustainAbility encourages public private sector partnerships. It is a compelling argument.

There is an urgent need, and a huge opportunity, for local and international stakeholders to prioritize the sustainability requirements of cities, and with them, broader sustainable development. Chief among these stakeholders is business, which has both the opportunity and responsibility to take a leadership role (and the chance to reap substantial benefits in the process), and without which cities will be unable to innovate and scale their efforts at nearly the required pace. Though there are many leading examples of cities and companies working together to accelerate progress on urban sustainability, this agenda is only beginning to enter mainstream business thinking, and overall city-business collaboration remains underdeveloped in aggregate and challenging in practice.

The last comment strikes me as quite interesting, “…this agenda is only beginning to enter mainstream business thinking, and overall city-business collaboration remains underdeveloped in aggregate and challenging in practice.”

What can be done to bring this along?

Cities need to publish sustainability reports. By doing so they would be better able to communicate their sustainability strategy, risks, and opportunities. Cities need to be transparent so businesses can decide whether to engage in a private public partnership or to relocate to the city.

Businesses analyze a variety of information to make decisions. A city sustainability report would be an important piece of the analysis. If a business is interested in building a new plant in a city, it may have concerns about the environmental health of the city.  A sustainability report would provide  information about a city’s greenhouse gas emissions, waste management, water quality, effluents, and transportation. The environmental health of a city would have impacts on its workers or its production processes. For example, water availability and quality may be essential to a company’s production processes or delivery of services. In the hospitality industry, water for cleaning, bathing, and cooking is a key part of providing services. City water sources and quality are important to the hospitality industry. Companies may think twice about building a hotel that would require their own large capital investments to insure sufficient water quantity and quality.

In addition, a sustainability report would provide information about the economic health of a city. Information about economic resources generated and disbursed by a city can indicate major economic issues facing a city. For example, a trend of decreasing tax revenues may affect how a city seeks to fund its services. Other sources of revenues such as public private partnerships may be on the rise. The disclosure of successful partnerships may encourage more. Without a sustainability report that discloses relevant economic metrics, a city may miss opportunities.

Cities can also help themselves be more efficient and effective by reporting. For example, reporting energy, water, and fuel usage enables a city to provide benchmarks. Targets can then be established to reduce future usage and costs. Reporting on the quality of services delivered through customer satisfaction feedback can provide information about a city’s effectiveness. Customer satisfaction would be a metric under products and services in the social category of a sustainability report. Cities can identify areas that need improvement. A well-run city can communicate its progress and effectiveness by disclosing relevant metrics in a sustainability report.

How can we convince cities how important sustainability report is to their future? Let me know what you think.

Will Accountants Save the World?

 

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NASA/Goddard/Arizona State University

As an accountant, I was thrilled to read that Peter Bakker, President of World Business Council for Sustainable Development , said, “Accountants would save the world.” This should make any accountant smile. The realist in me knows that it will take a big “village” to save the world, but accountants can play an important role.

At an experts panel discussion in Amsterdam, Marjolein Baghuis stated, “… the conclusion was that accountants can certainly play a role in making companies more sustainable, but the profession is not quite ready to deliver on this promise without further education.” I agree!

Accountants have a long history of providing information to decision makers. They have been in the business of providing information since the 15th century. Really! If you want to read a great book, I recommend The Reckoning: Financial Accountability and the Rise and Fall of Nations by Jacob Soll.  Accountants are big players in the fortunes of companies and nations. With their experience in providing information for decision-making, accountants can provide important sustainability information to companies, governments, and the public.

Sustainability reporting is unfortunately not currently recognized as an important topic in accounting education in the United States. In a curriculum crowded with courses in tax, auditing, financial accounting, and management accounting, training in sustainability reporting is viewed as nice but not necessary.

Why is this?

There are several reasons.

  1. It is not covered on the major certification exams such as the Certified Public Accountants (CPA) exam and the Certified Management Accountant exam.
  2. There is no demand for sustainability reporting skills in accounting public practice because there is no legal requirement to do it in the United States.
  3. Inside companies, accountants are not usually tasked with sustainability accounting and reporting.
  4. Accountants in small to medium sized public practices do not traditionally offer sustainability services.
  5. Most small to medium sized accounting firms do not know how to make the business case for sustainability reporting for their own firm or for their clients.

Over the years there have been attempts to include sustainability reporting as part of accountants’ education but with little progress. Other traditional accounting topics take precedence. Without the demand, change will be slow.

Once in practice, however, accountants who desire to learn about sustainability reporting can look to several professional organizations. The American Institute of Certified Public Accountants promotes the benefits of sustainability services and provides information to its members. The International Federation of Accountants (IFAC) offers information and resources. IFAC is actively engaged with  the Prince of Wales’ Accounting for Sustainability Project, the International Integrated Reporting Council, the Climate Disclosure Standards Board, and the Global Reporting Initiative (GRI). Accountants can attend GRI certified sustainability reporting training courses offered by GRI Training Partners such as the ISOS Group.

How will demand for sustainability reporting be created? Here are some possibilities.

Mandatory reporting – Nothings creates a demand for services like a legal requirement. Examples abound – auditing, tax, Sarbanes-Oxley Act compliance.

Demand by financial institutions – As part of the evaluation of companies, lending institutions could require a sustainability report. This report would enable banks to do an expanded risk assessment. This would include a company’s environmental and social risks, which are directly tied to their economic risks.

Demand by local governments – Local governments might consider requiring sustainability reports from companies within the city limits. This would be beneficial to cities in assessing a company’s economic, environmental, and social risks. By complying, organizations would be demonstrating their good citizenship and assessing their own risks.

What do you think?