|The MD&A challenge|
How to adequately complete item 10 of the Reference Form
The Reference Form was created to offer the market transparency and details on the data provided by public companies. Implementing the changes introduced by this form is still a challenge, as seen in item 10 - “Directors’ Comments”, which corresponds to the Management’s Discussion and Analysis on the Financial Situation and the Operational Results ( “MD&A”) section in the old prospects for public offerings. This is one of the most significant items for most investors and analysts and, therefore, it is worth noting some aspects fundamental for its completion, in order to obtain a quality MD&A:
Do not blindly follow an old MD&A (or another company’s) as a model for the preparation of a new one. Each company has its own particularities, which commonly change from year to year. It is necessary therefore for management to analyze all of the companies’ particularities and reflect them in the document, avoiding standardization and making a qualitative judgment of the information described. This item’s objective is to provide an effective analysis of the company “through management’s eyes”.
Complete a single, complete document. Use MD&A to include all the company’s financial information, making it the main disclosure document instead of just considering it a document required by the regulatory agencies. Investors and analysts appreciate the fact that they can find all of a company’s information in one place.
Use simple language. The language used in MD&A must avoid the use of jargon and long sentences and emphasize direct, simple language. The use of graphics and tables are recommended in order to illustrate communication on trends and complex issues.
Know how to give bad news. Negative information is an extremely important item for shareholders. Management gains credibility with investors when it recognizes and discloses what went wrong in the company, while presenting a plan to correct deficiencies. The information in MD&A must not be a mere description or repetition of the contents of other sections of the Reference Form or the financial statements.
Emphasize trends and discuss them. This is an item of great interest to investors and analysts. Management must indicate expectations for the future expectations and possible positive or negative impacts, providing information on long term goals.
Think about the omission of information. It is common not to disclose important information due to the concern with aspects of sales and competition. However, management must face such concerns and determine to what extent they are relevant especially when they face the risk of losing confidence from investors and analysts because of the lack of important data.
Explain why. When examining the reasons that led to changes in the lines that make up the earnings statement and the balance sheet, management must examine the reason behind such changes. Why was there an increase or a reduction? The explanation must not be limited to the first “because”, with superficial explanations, but rather explore all question marks that may arise, therefore providing the reader with a wide-ranging answer.
Finally, a careful reading of item 10, present on Annex 24 of the CVM Instruction 480, as well as of the Circular Letter No. 03 issued by the CVM’s Superintendence of Relations with CVM Companies of March 12, 2010, is recommended. Both contain useful guidelines on how to appropriately complete this item.