Do disclaimers hurt disclosures?

Excellence Enablers | March, 2017
by Vinita Bali
Independent Non-Executive Director on Boards and
Former Managing Director and Chief Executive Officer, Britannia Industries

Common sense and logic suggest that any disclosure with a disclaimer, in its very essence, is contradictory. The dictionary defines disclosure as "the act of making something known", whereas a disclaimer is a statement that denies something, especially responsibility. Furthermore, a disclaimer is a formal statement that the person or company making the statement is not legally responsible for something.

The purpose of a disclosure is to give added information to financial statements, usually as an explanation for activities that have significantly influenced the company's financial results. If we hold this to be true, then a statement by auditors that they do not express an opinion on the financial position of a firm because their examination is not broad enough to enable them to form an opinion, is contradictory at best, and effectively, an abdication of responsibility. The role of auditors is to report and comment on governance practices in the companies they audit, and disclosures are meant to provide shareholders with the information that they need to assess the performance of the company and the directors' stewardship of their assets. As share ownership moves from individuals to institutions, the responsibility for reporting in fact increases.

The objective must therefore be to continually improve the quality, relevance, usefulness and timeliness of information to shareholders. Additionally, with the changing expectations that society and investors have of companies, and the way they fulfil those obligations and duties, Boards now have greater responsibility, including risk management, and the role of Directors is more demanding than it once was.

Disclosures with Disclaimers do not inspire a great sense of confidence.