IEMA The Importance of Due Diligence Auditing in the transition to a Sustainable Economy Mark Thompson 9 December 2014

Transcription

1 IEMA The Importance of Due Diligence Auditing in the transition to a Sustainable Economy Mark Thompson 9 December 2014

2 Objectives The webinar should help you to understand: the types of transactions work where sustainability should factor the methodology, tools and deliverables for various types of transactions the relevance of sustainability along the value chain the relevance of sustainability across the deal cycle The business case 2

3 HSE Due Diligence

4 TS Technical Training Deal cycle Maximise value Asset in play Minimise liability Vendor assistance/ vendor due diligence Investment cycle Provision of Due Diligence Services and Transaction Services Put business up for sale Management of liabilities to realise value Own / operate business 4

5 HSE Issue to consider Emissions to air NOx SOx Particulates CO, CO2 Emissions to water Metals, particularly Cadmium Particulates Oils/fuels Metals Organics Emissions to land Oils/fuels Solvents Slag Sludges Metals Health & Safety Fire/explosion Heavy moving objects Construction and maintenance (falls from height) Occupational disease 5

6 UK public data sources 6

7 Commercial data providers Virtual data room 7

8 Management Q&A sessions Lawyer HSE Director Vendor M&A Lead Investment Bank rep DD Team Slide 8

9 The Site Visit Slide 9

10 EHS exposures feed into Net Debt calculations - (potential future cash outflows a buyer will not want to fund) Buy-side: Net debt items deducted from the enterprise value - May be a sensitive area too large a deduction for net debt could price the bid out need to discuss with client Sell-side key objective is to have sufficient data and robust interpretation to prevent a buyer using EHS issues as leverage in negotiations Enterprise Value Less: Net Debt Purchase Price Based on EBITDA multiple X (Y) Z Buyer does not want to pay for non trading liabilities 10

11 Risk considerations 11

12 Sustainability Reputation and Risk Review

13 Why does reputation matter? 13

14 Reputation examples Source: BP sets out to build reputation, BBC News, 25 October 2010 Source: World s most admired companies, CNN Money 14

15 Drivers of sustainability risks Country Sector Company 15

16 Expected impact (Billion USD) Natural capital risks increasing 1, Slowing Chinese economy Asset price collapse Geopolitical conflict Extreme energy price volatility Regulatory failures Fiscal crisis Corruption Economic and geopolitical risks Storms and cyclones Extreme consumer price volatility Flooding Climate change Water security Terrorism Natural capital risks Air pollution Biodiversity loss 50 Unlikely Likely Very likely Source: World Economic Forum Global Risks Report ( ) Likelihood over next 10 years 16

17 Sustainability issues within the value chain textiles example Political conflict Farmer poverty Supply security pests, disease & climate change Labour conditions Packaging Production Soil fertility Raw materials (Textiles): Farming (irrigation and fertilisation) Processing Raw material Energy Transport Storage Packaging Transport Packaging waste Stores Consumption & disposal Water Biodiversity loss Eutrophication GHG emissions Product miles Climatic events 17

18 Impact of water scarcity on example textile suppliers Middle East, N.Africa & Europe Far East South Asia Freshwater availability Source: FAO, WRI - Freshwater availability per person per year m3 Local buying offices Subsidiaries Head office 1 st tier suppliers (size indicates volume of order value) 18

19 Impact of state fragility on example textile suppliers Middle East, N.Africa & Europe Far East South Asia State fragility Local buying offices 1 st tier suppliers (size indicates volume of order value) Source: State Fragility Index

20 Impact of exposure to extreme climatic events on example textile suppliers Middle East, N.Africa & Europe Far East South Asia Local buying offices % of population exposed to extreme climatic events 1 st tier suppliers (size indicates volume of order value) Source: 20

21 The ultimate goal Objective Have an informed view of key reputational risk issues Support communication with key stakeholders on these issues Identify possible risk mitigation measures 21

22 ESG due diligence - private equity

23 Key drivers for action 1 Risk management Importance of identifying and understanding environmental, social and governance (ESG) risks and managing regulation and compliance throughout the lifecycle of an investment Interest from investors Opportunities for cost savings / operational efficiencies Tone from the top Increased interest (and questions) from LPs, many of whom are signatories to the UN PRI, prompted participants to define their approach to ESG management and collect information from portfolio companies. Participants could see opportunities to realise additional value through performance improvement and operational efficiencies, in particular ecoefficiencies. Recognition of the importance of ESG issues by those at the top of the organisation (often the Founder) either kick-started activities, or provided vital momentum. 5 Regulation For participants operating in the UK both the UK Bribery Act and the UK Government s Carbon Reduction Commitment were cited as drivers for action. Source: Responsible Investment: Creating value from environmental, social, and governance issues,

24 Sustainability risks and opportunities Illustrative analysis for a manufacturing company Raw material Transport Conversion Packaging Transport Trade customer Use & disposal Resource scarcity Risks Climate change and increasing populations may cause stress on raw materials; Water availability for manufacturing processes may be impacted. Opportunities Identify alternative sources of raw material supply; Consider water availability (e.g. including sinking wells) in location of new production facilities. Air emissions & water discharges Risks Compliance burden, cost of emissions; Energy use and prices; Scope 3 emissions e.g. transport/ supply chain. Opportunities Energy efficiency measures would reduce fuel and carbon costs; An EMS, certified to ISO 14001, would improve reputation/enhance sales. Waste Risks Increasing accountability for product waste; Increasing costs of disposal to landfill. Opportunities Preference for recyclable and biodegradable products and packaging; Reducing and reusing saves raw materials and waste disposal costs. Consumer preferences Risks Potential source of risk if the company s products do not keep pace with changing consumer tastes. Opportunities Brand value - from association with responsible practices; Recyclability; Supplier selection based on sustainability criteria. 24

25 Key sustainability considerations Core transaction services Sustainability across the deal cycle Pre During Immediately Post Deal Investment period Exit Strategic reviews Performance diagnosis and improvement Business plan formulation Sell-side/Buy-side assistance and due diligence Commercial feasibility Commercial, operational and financial due diligence Lead financial advisory Hostile bid defence/support Capex planning Carve-out planning Sale & Purchase Agreements 100 day plan Transitional Service Arrangements Tax structure implementation IT standalone Asset valuation Market strategies Target searches Strategy formulation Customer segmentation Benchmarking Integration/ restructuring Divestment strategy development IPO support Vendor assistance Vendor Due Diligence Advice on arranging equity and debt capital How environmentally or socially sensitive is the target company s sector or sphere of operations? Does the Company have a positive effect on the environment? Are there any sustainability-related issues which would stop the deal or make you pay more? What is the likely scale of sustainability risks and opportunities and over what time period? What are the strategic sustainability-related implications for the business? Are sustainability considerations embedded in all relevant 100 day work plans? How can we continue to generate value from sustainabilityrelated issues? Can new green products be developed, or new responsible consumer markets accessed? How do we demonstrate we ve created sustainable value? Are sustainability issues included in the prospectus s equity story? 25

26 The business case Business benefits Improved operational efficiency Preserve licence to operate Enhanced brand and reputation Promoting and increasing innovation Customer attraction and retention Improved access to capital Enhance human and intellectual capital Building and sustaining shareholder value Attracting and retaining talented staff Identification of new opportunities Improving risk management Generating increased revenues 26

27 Contact Mark Thompson +44 (0) This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, PricewaterhouseCoopers LLP, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it PricewaterhouseCoopers LLP. All rights reserved. In this document, refers to PricewaterhouseCoopers LLP (a limited liability partnership in the United Kingdom) which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. ML NB_Sustainability training slides