128 Amendments of Marion WALSMANN related to 2021/0104(COD)
Amendment 67 #
Proposal for a directive
Recital 12
Recital 12
(12) In the absence of policy action, the gap between users’ information needs and the sustainability information reported by undertakings is expected to grow. This gap has significant negative consequences. Investors are unable to take sufficient account of sustainability-related risks and opportunities in their investment decisions. The aggregation of multiple investment decisions that do not take adequate account of sustainability-related risks has the potential to create systemic risks that threaten financial stability. The European Central Bank and international organisations such as the Financial Stability Board have drawn attention to those systemic risks, in particular in the case of climate. Investors are also less able to channel financial resources to undertakings and economic activities that address and do not exacerbate social and environmental problems, which undermines the objectives of the European Green Deal and the Action Plan on Financing Sustainable Growth. Non-governmental organisations, social partners, communities affected by undertakings’ activities, and other stakeholders are less able to hold undertakings accountable for their impacts on people and the environment. This creates an accountability deficit, and may contribute to lower levels of citizen trust in businesses, which in turn may have negative impacts on the efficient functioning of the social market economy. The lack of generally accepted metrics and methods for measuring, valuing, and managing sustainability-related risks is also an obstacle to the efforts of undertakings to ensure that their business models and activities are sustainableHowever, it is necessary to include the possibilities and respective preconditions of the reporting undertakings and bring them to a good consideration. This is the only way to ensure that large companies with more than 500 employees are not overburdened with reporting obligations.
Amendment 69 #
Proposal for a directive
Recital 13
Recital 13
(13) The report on the review clause of Directive 2014/95/EU, and its accompanying fitness check on corporate reporting, also recognised a significant increase in information requests for information about sustainability matters to undertakings in an attempt to address the existing information gap. In addition, ongoing expectations on undertakings to use a variety of different frameworks and standards are likely to continue and may even intensify as the value placed on sustainability information continues to grow. In the absence of policy action to build consensus on the information that undertakings should report, there will be significant increases in costs and burden for reporting undertakings and for users of such information.
Amendment 71 #
Proposal for a directive
Recital 15
Recital 15
(15) Articles 19a and 29a of Directive 2013/34/EU apply to and should continue to apply to large undertakings that are public-interest entities with an average number of employees in excess of 500, and to public-interest entities that are parent undertakings of a large group with an average number of employees in excess of 500 on a consolidated basis, respectively. In view of the growth of users’ needs for sustainability information, additional categories of undertakings should be required to report such information. It is therefore appropriate to require allMoreover, non-EU third country undertakings doing business on the European Single Market could be included in the Directive or should align with International Standards. In view of the growth of users’ needs for sustainability information, the information gap of these undertakings must be closed. In light of the fact that only 32% of currently 11.600 enterprises are reporting in an appropriate manner, this directive aims to close the information gap by introducing mandatory requirements for large undertakings and allparent undertakings listed on regulated markets, except micro undertakings, to report detailed sustainability information. In additof a large group that are public interest entities, with an average number of employees in excess of 500. After careful revision, all undertakings that are parentnd these requirements may also be introduced to large undertakings ofand large groups should prepare susundertakinability reporting at group levelgs listed on regulated markets.
Amendment 77 #
Proposal for a directive
Recital 16
Recital 16
(16) The requirement that also large non-listed undertakings that are public interest entities with an average number of employees in excess of 500 should disclose information on sustainability matters is mainly driven by concerns about the impacts and accountability of such undertakings, including through their value chain. In this respect, all largthese undertakings should be subject to the same requirements to report sustainability information publicly. In addition, financial market participants also need information from those large non-listed undertakings.
Amendment 84 #
Proposal for a directive
Recital 17
Recital 17
(17) The requirement that undertakings not established in the Union but with securities listed on regulated markets or doing business in the EU internal market should also disclose information on sustainability matters responds to the needs of financial market participants for information from such undertakings in order to understand the risks and impacts of their investments, and to comply with the disclosure requirements laid down in Regulation (EU) 2019/2088.
Amendment 88 #
Proposal for a directive
Recital 18
Recital 18
(18) Considering the growing relevance of sustainability-related risks and taking into account that small and medium-sized enterprises (SMEs) listed on regulated markets comprise a significant proportion of all listed undertakings in the Union, in order to ensure investor protection it is appropriate to require that also those SMEs disclose information on sustainability matters. The introduction of this requirement will help to ensure that financial market participants can include smaller listed undertakings in investment portfolios on the basis that they report the sustainability information that financial market participants need. It will therefore help to protect and enhance the access of smaller listed undertakings to financial capital, and avoid discrimination against such undertakings on the part of financial market participants. The introduction of this requirement is also necessary to ensure that financial market participants have the information they need from investee undertakings to be able to comply with their own sustainability disclosure requirements laid down in Regulation (EU) 2019/2088. SMEs listed on regulated markets should, however, be provided with sufficient time to prepare for the application of the requirement to report sustainability information, due to their smaller size and more limited resources, and taking account of the difficult economic circumstances created by the COVID-19 pandemic. They should also be given the possibility to report according to standards that are proportionate to the capacities and resources of SMEs. Non- listed SMEs can also choose to use these proportionate standards on a voluntary basis. The SME standards will set a reference for undertakings that are within the scope of the Directive regarding the level of sustainability information that they could reasonably request from SME suppliers and clients in their value chainsIn light of the fact that only 32% of reportable companies comply with the European Commission's efforts, SMEs are to be excluded from any reporting obligations in a first step. Only if the still to be defined targets as well as time- dependent intermediate steps of this directive prove to be efficient in closing the information gap in the market, voluntary, proportional and simple reporting standards for SMEs shall follow.
Amendment 99 #
Proposal for a directive
Recital 21
Recital 21
(21) Articles 19a(3) and 29a(3) of Directive 2013/34/EU currently exempt all subsidiary undertakings from the obligation to report non-financial information where such undertakings and their subsidiary undertakings are included in the consolidated management report of their parent undertaking, provided this includes the required non-financial information. It is necessary, however to ensure that sustainability information is easily accessible for users, and to bring transparency about which is the parent undertaking of the exempted subsidiary undertaking which is reporting at consolidated level. It is therefore necessary to require those subsidiary undertakings to publish the consolidated management report of their parent undertaking and to include a reference in their management report to the fact that they are exempted from reporting sustainability information. That exemption should also apply where the parent undertaking reporting at consolidated level is a third country undertaking reporting sustainability information in accordance with the requirements of this Directive or in a manner equivalent to EU sustainabilityinternational reporting standardframeworks.
Amendment 103 #
Proposal for a directive
Recital 22
Recital 22
(22) Article 23 of Directive 2013/34/EU exempts parent undertakings from the obligation to prepare consolidated financial statements and a consolidated management report where those undertakings are subsidiaries of another parent undertaking that complies with that obligation. It should be specified, however, that the exemption regime for consolidated financial statements and consolidated management reports operates independently from the exemption regime for consolidated sustainability reporting. An undertaking can therefore still be exempted from consolidated financial reporting obligations but notand exempted from consolidated sustainability reporting obligations where its ultimate parent prepares consolidated financial statements and consolidated management reports in accordance with Union law, or in accordance with requivalent requirementrements in international frameworks if the undertaking is established in a third country, but does not prepare consolidated sustainability reporting in accordance with EU law, or in accordance with equivalent requirementinternational frameworks if the undertaking is established in a third country.
Amendment 104 #
Proposal for a directive
Recital 23
Recital 23
(23) Credit institutions and insurance undertakings play a key role in the transition towards a fully sustainable and inclusive economic and financial system in line with the European Green Deal. They can have significant positive and negative impacts via their lending, investment and underwriting activities. Credit institutions and insurance undertakings other than those that are required to comply with Directive 2013/34/EU, including cooperatives and mutual undertakings, should therefore be subject to sustainability reporting requirements provided that they meet certain size criteria. Users of that information would thus be enabled to assess both the impacts of these undertakings on society and the environment and the risks arising from sustainability matters that these undertakings could face. To ensure coherence with the reporting requirements of Council Directive 86/635/EEC50 on the annual accounts and consolidated accounts of banks and other financial institutions, sustainability reporting Member States may choose not to apply sustainability reporting requirements to credit institutions listed in Article 2(5) of Directive 2013/36/EU of the European Parliament and of the Council as well as ‘small and non-complex institutions’ as defined in Article 4 (1) point (145) of Regulation (EU) No 575/2013. 51 . _________________ 50 Council Directive 86/635/EEC of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions (OJ L 372, 31.12.1986, p. 1). 51 Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338).
Amendment 105 #
Proposal for a directive
Recital 24
Recital 24
(24) The list of sustainability matters on which undertakings are required to report should be as coherent as possiblfully in line with the definition of ‘sustainability factors’ laid down in Regulation (EU) 2019/2088, to prevent a mismatch of information required by data users as well as information to be reported by data preparers. That list should also correspond to the needs and expectations of users and undertakings themselves, who often use the terms ‘environmental’, ‘social’ and ‘governance’ as a means to categorise the three main sustainability matters. The list of sustainability factors laid down in Regulation (EU) 2019/2088 does not explicitly include governance matters. The definition of sustainability matters in Directive 2013/34/EU should therefore be based on the definition of ‘sustainability factors’ laid down in Regulation (EU) 2019/2088, but with the addition of governance matters.
Amendment 109 #
Proposal for a directive
Recital 26
Recital 26
(26) Articles 19a(1) and 29a(1) of Directive 2013/34/EU require undertakings to disclose information about five reporting areas: business model, policies (including due diligence processes implemented), the outcome of those policies, risks and risk management, and key performance indicators relevant to the business. Article 19a(1) of Directive 2013/34/EU does not contain explicit references to other reporting areas that users of information consider relevant, some of which align with disclosures included in international frameworks, including the recommendations of the Task Force on Climate-related Financial Disclosures. Disclosure requirements should be specified in sufficient detail to ensure that undertakings report information on their resilience to risks related to sustainability matters. In addition to the reporting areas identified in Articles 19a(1) and 29a(1) of Directive 2013/34/EU, undertakings should therefore be required to disclose information about their business strategy and the resilience of the business model and strategy to risks related to sustainability matters, any plans they may have to ensure that their business model and strategy are compatible with the transition to a sustainable and climate- neutral economy; whether and how their business model and strategy take account of the interests of stakeholders; any opportunities for the undertaking arising from sustainability matters; the implementation of the aspects of the business strategy which affect, or are affected by sustainability matters; any sustainability targets set by the undertaking and the progress made towards achieving them; the role of the board and management with regard to sustainability matters; the principal actual and potential adverse impacts connected with the undertaking’s activities; and how the undertaking has identified the information that they report on. Once the disclosure of elements such as targets and the progress towards achieving them is required, the separate requirement to disclose the outcomes of policies is no longer necessary.
Amendment 113 #
Proposal for a directive
Recital 27
Recital 27
Amendment 117 #
Proposal for a directive
Recital 28
Recital 28
Amendment 119 #
Proposal for a directive
Recital 29
Recital 29
(29) Articles 19a(1) and 29a(1) of Directive 2013/34/EU do not specify whether the information to be reported is to be forward looking or information about past perretrospective informancetion. There is currently a lack of forward-looking disclosures, which users of sustainability information especially value. Articles 19a and 29a of Directive 2013/34/EU should therefore specify that theReported sustainability information could therepforted shalle include forward- looking and retrospective, and both qualitative and quantitative information. Reported sustainability information should also take into account short, medium and long-term time horizons and contain information about the undertaking’s whole value chain, including its own operations, its products and services, its business relationships, and its supply chain, as appropriate. Information about the undertaking’s whole value chain would include information related to its value chain within the EU and information that covers third countries if the undertaking’s value chain extends outside the EUinformation, while not endangering the commercial position of the undertaking, and should also take into account short, medium and long-term time horizons as appropriate.
Amendment 122 #
Proposal for a directive
Recital 30
Recital 30
(30) Articles 19a(1) and 29a(1) of Directive 2013/34/EU require undertakings to include in their non-financial reporting references to, and additional explanations of, amounts reported in the annual financial statements. Those Articles do, however, not require undertakings to make references to other information in the management report or to add additional explanations to that information. There isfore, there can currently thusbe a lack of consistency between non-financial information reported and the rest of the information disclosed in the management report. It is necessary to lay down clear requirements in this regardimportant for companies to consider which sustainability information is relevant from a financial point of view and should therefore be included in the management report, or whether, depending on the materiality for stakeholders other than those targeted by the annual report, it would be better provided in a separate document.
Amendment 124 #
Proposal for a directive
Recital 32
Recital 32
(32) Undertakings under the scope of Articles 19a(1) and 29a(1) of Directive 2013/34/EU may rely on national, Union- based or international reporting frameworks, and where they do so, they have to specify which frameworks they relied upon. However, Directive 2013/34/EU does not require undertakings to use a common reporting framework or standard, and it does not prevent undertakings from choosing not to use any reporting framework or standards at all. As required by Article 2 of Directive 2014/95/EU, the Commission published in 2017 non-binding guidelines for undertakings under the scope of that Directive52 . In 2019, the Commission published additional guidelines, specifically on reporting climate-related information53 . The climate reporting guidelines explicitly incorporated the recommendations of the Task Force on Climate-related Financial Disclosures. Available evidence indicates that those non-binding guidelines did not have a significant impact on the quality of non- financial reporting by undertakings under the scope of Articles 19a and 29a of Directive 2013/34/EU , as only 32% of the reportable companies used these standards. . The voluntary nature of the guidelines means that undertakings are free to apply them or not. The guidelines can therefore not ensure on their own the comparability of information disclosed by different undertakings or the disclosure of all information that users consider relevant. That is why there is a need for mandatory common reporting standards for the undertakings originally targeted under the scope of Articles 19a and 29a of Directive 2013/34/EU (large undertakings which are public entities with an average number of employees in excess of 500) to ensure that information is comparable and that all relevant information is disclosed. Building on the double-materiality principle, standards should cover all information that is material to users. Common reporting standards are also necessary to enable the audit and digitalisation of sustainability reporting and to facilitate its supervision and enforcement. The development of mandatory common sustainability reporting standards is necessary to progress to a situation in which sustainability information has a status comparable to that of financial information. _________________ 52 Communication from the Commission Guidelines on non-financial reporting (methodology for reporting non-financial information) (C/2017/4234). 53 Communication from the Commission Guidelines on non-financial reporting: Supplement on reporting climate-related information (C/2019/4490).
Amendment 126 #
Proposal for a directive
Recital 33
Recital 33
(33) No existing standard or framework satisfies the Union’s needs for detailed sustainability reporting by itselfLeading on the development of sustainability reporting standards, the European Union can contribute to the development of globally uniform standards. Information required by Directive 2013/34/EU needs to cover information relevant from each of the materiality perspectives, needs to cover all sustainability matters and needs to be aligned, where appropriate, with otherand consistent, in order to avoid duplication of obligations uander Union law to disclose sustainability information, including obligations laid down in Regulation (EU) 2020/852 and Regulation (EU) 2019/2088 inconsistencies in definitions, scope, objectives and application requirements. This makes it necessary to develop one set of reporting standards for undertakings with an average number of employees in excess of 500 that bring recent requirements together in one form. In addition, mandatory sustainability reporting standards for Union undertakings must be commensurate with the level of ambition of the European Green Deal and the Union’s climate-neutrality objective for 2050. It is therefore necessary to empower the Commission to adopt Union sustainability reporting standards, not exceeding the ambitions in international standard setting, enabling their rapid adoption and ensuring that the content of sustainability reporting standards are consistent with the Union’s needs.
Amendment 131 #
Proposal for a directive
Recital 34
Recital 34
(34) The European Financial Reporting Advisory Group (EFRAG) is a non-profit association established under Belgian law that serves the public interest by providing advice to the Commission on the endorsement of international financial reporting standards. EFRAG has established a reputation as a European centre of expertise on corporate reporting, and is well placed to foster coordination between European sustainability reporting standards and international initiatives that seek to develop standards that are consistent across the world. In March 2021, a multi-stakeholder task force set up by EFRAG published recommendations for the possible development of sustainability reporting standards for the European Union. Those recommendations contain proposals to develop a coherent and comprehensive set of reporting standards, covering all sustainability matters from a double-materiality perspective. Those recommendations also contain a detailed roadmap for developing such standards, and proposals for mutually reinforcing cooperation between global standard- setting initiatives and standard-setting initiatives of the European Union. In March 2021, the EFRAG President published recommendations for possible governance changes to EFRAG if it were to be asked to develop technical advice about sustainability reporting standards. These recommendations include offsetting up within EFRAG a new sustainability reporting pillar while not significantly modifying the existing financial reporting pillar. When adopting sustainability reporting standards, the Commission should take account of technical advice that EFRAG will develop. In order to ensure high-quality standards that contribute to the European public good and meet the needs of undertakings and of users of the information reported, EFRAG’s technical advice should be developed with proper due process, public oversight and transparency, accompanied by cost benefit analyses, and be developed with the expertise of relevant stakeholders. To ensure that Union sustainability reporting standards take account of the views of the Member States of the Union, before adopting the standards the Commission should consult the Member State Expert Group on Sustainable Finance referred to in Article 24 of Regulation (EU) 2020/852 on EFRAG’s technical advice. The European Securities and Markets Authority (ESMA) plays a role in drafting regulatory technical standards pursuant to Regulation (EU) 2019/2088 and there needs to be coherence between those regulatory technical standards and sustainability reporting standards. According to Regulation (EU) No 1095/2010 of the European Parliament and of the Council54 , ESMA also plays a role in promoting supervisory converge in the enforcement of corporate reporting by issuers whose securities are listed on EU regulated markets and who will be required to use these sustainability reporting standards. Therefore, ESMA should be required to provide an opinion on EFRAG’s technical advice. This opinion should be provided within twohree months from the date of receipt of the request from the Commission. In addition, the Commission should consult the European Banking Authority, the European Insurance and Occupational Pensions Authority, the European Environment Agency, the European Union Agency for Fundamental Rights, the European Central Bank, the Committee of European Auditing Oversight Bodies and the Platform on Sustainable Finance to ensure that the sustainability reporting standards are coherent with relevant Union policy and legislation. Also the expertise and opinion of the International Sustainability Standards Board (ISSB) of the International Financial Reporting Standard (IFRS) Foundation should be taken into account. Where any of those bodies decide to submit an opinion, they shall do so within twohree months from the date of being consulted by the Commission. _________________ 54 Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331, 15.12.2010, p. 84).
Amendment 133 #
Proposal for a directive
Recital 35
Recital 35
(35) Sustainability reporting standards shouldneed to be coherent with all other Union legislation, which address the subjects touched upon in this directive. Those standards should in particular be aligned with the disclosure requirements laid down in Regulation (EU) 2019/2088, and they should take account ofbe fully in line with underlying criteria, indicators and methodologies set out in the various delegated acts adopted pursuant to Regulation (EU) 2020/852, disclosure requirements applicable to benchmark administrators pursuant to Regulation (EU) 2016/1011 of the European Parliament and of the Council55 , the minimum standards for the construction of EU climate transition benchmarks and EU Paris-aligned benchmarks; and of any work carried out by the European Banking Authority in the implementation of the Pillar III disclosure requirements of Regulation (EU) No 575/2013. Standards should take account of Union environmental legislation, including Directive 2003/87/EC of the European Parliament and of the Council56 and Regulation (EC) No 1221/2009 of the European Parliament and of the Council57 , and should take account of Commission Recommendation 2013/179/EU58 and its annexes, and their updates. Other relevant Union legislation, including Directive 2010/75/EU of the European Parliament and of the Council59 , and requirements laid down in Union law for undertakings as regards directors’ duties and due diligence, should also be taken into account. _________________ 55 Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016, p. 1). 56 Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council Directive 96/61/EC (OJ L 275, 25.10.2003, p. 32). 57 Regulation (EC) No 1221/2009 of the European Parliament and of the Council of 25 November 2009 on the voluntary participation by organisations in a Community eco-management and audit scheme (EMAS), repealing Regulation (EC) No 761/2001 and Commission Decisions 2001/681/EC and 2006/193/EC (OJ L 342, 22.12.2009, p. 1). 58 Commission Recommendation 2013/179/EU of 9 April 2013 on the use of common methods to measure and communicate the life cycle environmental performance of products and organisations (OJ L 124, 4.5.2013, p. 1). 59 Directive 2010/75/EU of the European Parliament and of the Council of 24 November 2010 on industrial emissions (integrated pollution prevention and control) (OJ L 334, 17.12.2010, p. 17).
Amendment 137 #
Proposal for a directive
Recital 37
Recital 37
(37) Sustainability reporting standards should be proportionate, and should not impose unnecessary administrative burden and cost on companies that are required to use them. In order to minimise disruption for undertakings that already report sustainability information, sustainability reporting standards should take account ofneed to be consistent and in line with existing standards and frameworks for sustainability reporting and accounting where appropriate. Those include the Global Reporting Initiative, the Sustainability Accounting Standards Board, the International Integrated Reporting Council, the International Accounting Standards Board, the Task Force on Climate-related Financial Disclosures, the Carbon Disclosure Standards Board, and CDP (formerly the Carbon Disclosure Project). Standards of the European Union should take account of any sustainability reporting standards developed under the auspices of International Financial Reporting Standards FoundationFRS Foundation, and in particular the ISSB. To avoid unnecessary regulatory fragmentation that may have negative consequences for undertakings operating globally, European standards should contribute to the process of convergence of sustainability reporting standards at global level.
Amendment 141 #
Proposal for a directive
Recital 39
Recital 39
Amendment 142 #
Proposal for a directive
Recital 40
Recital 40
(40) It should be ensured that the information reported by undertakings in accordance with the sustainability reporting standards meet the needs of users and do not place a disproportionate burden in effort and costs on those reporting. . The reporting standards should therefore specify the information that undertakings are to disclose on all major environmental factors, including their impacts and dependencies on climate, air, land, water and biodiversity. Regulation (EU) 2020/852 provides a classification of the environmental objectives of the Union. For reasons of coherence, it is appropriate to use a similar classification to identify the environmental factors that should be addressed by sustainability reporting standards. The reporting standards should consider and specify any geographical or other contextual information that undertakings should disclose to provide an understanding of their principal impacts on sustainability matters and the principal risks to the undertaking arising from sustainability matters.
Amendment 144 #
Proposal for a directive
Recital 41
Recital 41
Amendment 150 #
Proposal for a directive
Recital 43
Recital 43
(43) Sustainability reporting standards should specify the information that undertakings should disclose on social factors, including employee factors and human rights. Such information should cover the impacts of undertakings on people, including on human health. The information that undertakings disclose about human rights should include information about forced labour in their value chains where relevant. Reporting standards that address social factors should specify the information that undertakings should disclose with regard to the principles of the European Pillar of Social Rights that are relevant to businesses, including equal opportunities for all and working conditions. The European Pillar of Social Rights Action Plan adopted in March 2021 calls for stronger requirements on undertakings to report on social issues. The reporting standards should also specify the information that undertakings should disclose where relevant with regard to the human rights, fundamental freedoms, democratic principles and standards established in the International Bill of Human Rights and other core UN human rights conventions, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, the fundamental conventions of the International Labour Organisation, and the Charter of Fundamental Rights of the European Union.
Amendment 162 #
Proposal for a directive
Recital 46
Recital 46
(46) Undertakings in the same sector are often exposed to similar sustainability- related risks, and they often have similar impacts on society and the environment. Comparisons between undertakings in the same sector are especially valuable to investors and other users of sustainability information. Sustainability reporting standards adopted by the Commission should therefore specify both information that undertakings in all sectors should disclose and information that undertakings should disclose depending on their sector of activity. Standards should also take account of the difficulties that undertakings may encounter in gathering information from actors throughout their value chain, especially from SME suppliers and from suppliers in emerging markets and economies.
Amendment 165 #
Proposal for a directive
Recital 47
Recital 47
(47) To meet the information needs from users in a timely manner, and in particular given the urgency to meet the information needs of financial market participants subject to the requirements laid down in the delegated acts adopted pursuant to Article 4, paragraphs 6 and 7 of Regulation (EU) 2019/2088, the Commission should adopt a first set of reporting standards by 31 October 2022one and a half years after the entry into force of the Directive. That set of reporting standards should specify the information that undertakings should disclose with regard to all reporting areas and sustainability matters, and that financial market participants need to comply with the disclosure obligations laid down in Regulation (EU) 2019/2088. The Commission should adopt a second set of reporting standards at the latest by 31 October 2023three years after the entry into force of the Directive, specifying complementary information that undertakings should disclose about sustainability matters and reporting areas where necessary, and information that is specific to the sector in which an undertaking operates. The Commission shouldall review the standards every 3 years to take account ofalign them with relevant developments, including thenewly development ofed international standards.
Amendment 174 #
Proposal for a directive
Recital 49
Recital 49
(49) To allow for the inclusion of the reported sustainability information in the European single access point, Member States should ensure that undertakings publish the duly approved annual financial statements and the management report in the prescribed electronic format, and ensure that management reports containing sustainability reporting are made available, without delay following their publication, to the relevant officially appointed mechanism referred to in Article 21(2) of Directive 2004/109/EC.
Amendment 176 #
Proposal for a directive
Recital 50
Recital 50
(50) Article 19a(4) of Directive 2013/34/EU enables Member States to exempt undertakings from including in the management report the non-financial statement required under Article 19a(1). Member States may do so where the undertaking concerned prepares a separate report that is published together with the management report in accordance with Article 30 of that Directive, or where that report is made publicly available on the undertaking's website within a reasonable period of time not exceeding 6 months, after the balance sheet date, and is referred to in the management report. The same possibility exists for the consolidated non- financial statement referred to in Article 29(a)(4) of Directive 2013/34/EU. Twenty Member States have used that option. The possibility to publish a separate report can hinders, however, the availability of information that connects financial and information on sustainability matters. It can also hinders the findability and accessibility of information for users, especially investors, who are interested in both financial and sustainability information. Possible different publication times for financial and sustainability information exacerbate this problem. Publication in a separate report can also give the impression, internally and externally, that sustainability information belongs to a category of less relevant information, which can impact negatively on the perceived reliability of the information. Undertakings should therefore reportconsider which sustainability information in the management report and Member States should no longer be allowed to exempt undertakings from the obligation tos relevant from a financial point of view and should therefore be included in the management report information on sustainability matters. Such obligation also helps to clarify the role of national competent authorities in supervising sustainability reporting, as part of, or whether, depending on the materiality for stakeholders other than those targeted by the annual report, it would be better provided in a separate document. Member States should be allowed to exempt undertakings from the obligation to include in the management report, in accordance with Directive 2004/109/ECformation on sustainability matters. In addition, undertakings required to report sustainability information should in no case be exempted from the obligation to publish the management report or sustainability as it is important to ensure that sustainability information is publically available.
Amendment 186 #
Proposal for a directive
Recital 57 a (new)
Recital 57 a (new)
(57a) There should not be a principle of incompatibility between a statutory audit engagement and an assurance of sustainability reporting engagement, as assurance should be allowed to be carried out by the same statutory auditor or the same audit firm.
Amendment 187 #
Proposal for a directive
Paragraph 57 a (new)
Paragraph 57 a (new)
(57a) The audit bodies for sustainability reports should have a high level of technical and specialised expertise in the field of sustainability in order to assess the information.
Amendment 195 #
(71) Member States are invitBefore any standards are introduced for large enterprises and SMEs, the Commission needs to assess the impact of their transposition act onact on large undertakings and SMEs in order to ensure that they are not disproportionately affected, e.g. by multiplication effects or indirect costs, giving specific attention to micro-enterprises and to the administrative burden, and to publish the results of such assessments. Member States should consider introducing measures to support SMEs in applying the voluntary simplified reporting standardsTherefore, a review clause is established.
Amendment 198 #
Proposal for a directive
Article 1 – paragraph 1 – point 1
Article 1 – paragraph 1 – point 1
Directive 2013/34/EU
Article 1 – paragraph 3
Article 1 – paragraph 3
3. The coordination measures prescribed by Articles 19a, 19d, 29a, 30 and 33, Article 34(1), second subparagraph, point (aa), paragraphs 2 and 3 of Article 34, and Article 51 of this Directive shall also apply to the laws, regulations and administrative provisions of the Member States relating to the following undertakings regardless of their legal form, provided they are large undertakings in excess of an average number of 500 employees during the financial year on their balance sheet date, operating in the European Single Market as EU or third-country undertaking:
Amendment 204 #
Proposal for a directive
Article 1 – paragraph 1 – point 1
Article 1 – paragraph 1 – point 1
Member States mayshall choose not to apply the coordination measures referred to in the first subparagraph to the undertakings listed in Article 2(5), points (2) to (23), of Directive 2013/36/EU of the European Parliament and of the Council*3and‘small and non-complex institutions’ as defined in Article 4 (1) point (145) of Regulation (EU) No 575/2013.
Amendment 208 #
Proposal for a directive
Article 1 – paragraph 1 – point 2
Article 1 – paragraph 1 – point 2
Directive 2013/34/EU
Article 2 – point (17)
Article 2 – point (17)
(17) ‘sustainability matters’ means sustainability factors as defined in Article 2, point (24) of Regulation (EU) 2019/2088 of the European Parliament and of the Council\*4, and governance factors;
Amendment 211 #
Proposal for a directive
Article 1 – paragraph 1 – point 2
Article 1 – paragraph 1 – point 2
Directive 2013/34/EU
Article 2 – point (19)
Article 2 – point (19)
(19) ’intangibles’ means non-physical resources that contribute to the undertaking’s value creation and are equivalent to intangible assets already reported in the financial reporting framework;
Amendment 222 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 1
Article 19a – paragraph 1
1. Large undertakings and, as of 1 January 2026, small and medium-sized undertakings which are undertakings referred to in Article 2, point (1), point (a), shall include in the management which are public-interest entities exceeding on their balance sheet dates the criterion of the average number of 500 employees during the financial year shall include in the management report or in a separate sustainability report information necessary to understand the undertaking’s impacts on sustainability matters, and information necessary to understand how sustainability matters affect the undertaking’s development, performance and position, not earlier than two full financial years during which the companies have had the opportunity to adapt to the provisions and reporting standards set out in this Directive and the accompanying, adopted and published delegated acts, e.g. Directive 2020/852.
Amendment 234 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
2. The information referred to in paragraph 1 shall contain in particular:
Amendment 236 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
(i) the resilience of the undertaking's business model and strategy to risks related to sustainability matters and climate change;
Amendment 237 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
(ii) the opportunities for the undertaking related to sustainability matters and the transition to a carbon neutral economy;
Amendment 240 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
Amendment 243 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
Amendment 247 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
(v) how the undertaking’s strategy has been implemented with regard to sustainability matters and climate change;
Amendment 260 #
Proposal for a directive
Article 1 – paragraph 1 – point 3 Directive 2013/34/EU
Article 1 – paragraph 1 – point 3 Directive 2013/34/EU
Amendment 265 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
Amendment 270 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
Amendment 276 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
Amendment 278 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
(g) indicators relevant to the disclosures referred to in points (a) to (f), which are provided by the Commission by means of an delegated act in collaboration with the technical advice of the EFRAG and the Platform on Sustainable Finance.
Amendment 280 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
Amendment 282 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2
Article 19a – paragraph 2
Undertakings shall report the process carried out to identify the information that they have included in the management report in accordance with paragraph 1 and in this process they shall take account of short, medium and long-term horizons.
Amendment 284 #
3. The information referred to in paragraphs 1 and 2 shall contain forward- looking and retrospectiveretrospective information, and where appropriate forward looking information, and in a qualitative and quantitative information.
Amendment 287 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive
Article
Article
Amendment 292 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 3
Article 19a – paragraph 3
Member States may allow information relating to impending developments or matters in the course of negotiation to be omitted in exceptional cases where, in the duly justified opinion of the members of the administrative, management and supervisory bodies, acting within the competences assigned to them by national law and having collective responsibility for that opinion, the disclosure of such information would be seriously prejudicial to the commercial and competitive position of the undertaking, provided that such omission does not prevent a fair and balanced under standing of the undertaking's development, performance, position and impact of its activity.
Amendment 295 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 4
Article 19a – paragraph 4
4. Undertakings shall report the information referred to in paragraphs 1 to 3 in accordance with the sustainability reporting standards referred to in Article 19b and after the Commission has published stringent and clear guidelines after technical advice from EFRAG.
Amendment 299 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 5
Article 19a – paragraph 5
Amendment 304 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19 a – paragraph 7
Article 19 a – paragraph 7
(7) An undertaking which is a subsidiary undertaking and an undertaking which belongs to an economic entity or group and has a joint market presence with this entity or group shall be exempted from the obligations set out in paragraphs 1 to 4 if that undertaking and its subsidiary undertakings are included in the consolidated management report of a parent undertaking or the economic entity or group, drawn up in accordance with Articles 29 and 29a. An undertaking that is a subsidiary undertaking from a parent undertaking that is established in a third country or belongs to an economic entity or group in a third country shall also be exempted from the obligations set out in paragraphs 1 to 4 where that undertaking and its subsidiary undertakings are included in the consolidated management report of that parent undertaking or the headquarters of the economic entity or group and where the consolidated management report is drawn up in a manner that may be considered equivalent, in accordance with the relevant implementing measures adopted pursuant to Article 23(4), point (i), of Directive 2004/109/EC of the European Parliament and of the Council*6, to the manner required by the sustainability reporting standards referred to in Article 19b of this Directive.
Amendment 305 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 7
Article 19a – paragraph 7
7. An undertaking which is a subsidiary undertaking shall continue to be exempted from the obligations set out in paragraphs 1 to 4 if that undertaking and its subsidiary undertakings are included in the consolidated management report of a parent undertaking, drawn up in accordance with Articles 29 and 29a. An undertaking that is a subsidiary undertaking from a parent undertaking that is established in a third country shall also be exempted from the obligations set out in paragraphs 1 to 4 where that undertaking and its subsidiary undertakings are included in the consolidated management report of that parent undertaking and where the consolidated management report is drawn up in a manner that may be considered equivalent, in accordance with the relevant implementing measures adopted pursuant to Article 23(4), point (i), of Directive 2004/109/EC of the European Parliament and of the Council*6, to the manner required by the sustainability reporting standards referred to in Article 19b of this Directive.
Amendment 306 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19 a – paragraph 7
Article 19 a – paragraph 7
The consolidated management report of the parent undertaking or the economic entity or group referred to in subparagraph 1 shall be published in accordance with Article 30, in the manner prescribed by the law of the Member State by which the undertaking that is exempted from the obligations set out in paragraphs 1 to 4 is governed.
Amendment 309 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 7
Article 19a – paragraph 7
The Member State by which the undertaking that is exempted from the obligations set out in paragraphs 1 to 4 is governed, may require that the consolidated management report referred to in the first subparagraph of this paragraph is published in an official language of the Member State or in a language customary in the sphere of international finance, and that any necessary translation into those languages is certified.;
Amendment 316 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19 a – paragraph 7
Article 19 a – paragraph 7
(a) the name and registered office of the parent undertaking or the economic entity or group that reports information at group level in accordance with Articles 29 and 29a, or in a manner that may be considered equivalent, in accordance with the implementing measures adopted pursuant to Article 23(4), point (i) of Directive 2004/109/EC, to the manner required by the sustainability reporting standards referred to in Article 19b;
Amendment 324 #
Proposal for a directive
Article 1 – paragraph 1 – point 4 – introductory part
Article 1 – paragraph 1 – point 4 – introductory part
(4) the following Articles 19b, 19c and 19d are inserted:
Amendment 325 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 1
Article 19b – paragraph 1
1. The Commission shall adopt delegated acts in accordance with Article 49 to provide for sustainability reporting standards. Those sustainability reporting standards shall specify the information that undertakings are to report in accordance with Articles 19a and 29a and, where relevant, shall specify the structure, format and calculation in which that information shall be reported. In particular:
Amendment 327 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 1
Article 19b – paragraph 1
(a) by 31 October 2022one and a half years after the entry into force of this Directive, the Commission shall adopt delegated acts specifying the information that undertakings are to report in accordance with paragraphs 1 and 2 of Article 19a, and at least specifyingbeing fully in line with the information correspondmatching to the needs of financial market participants subject to the disclosurereporting obligations of Regulation (EU) 2019/2088 of financial market participants.
Amendment 329 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 1
Article 19b – paragraph 1
(b) by 31 October 2023two years after the entry into force of this Directive, the Commission shall adopt delegated acts specifying:
Amendment 330 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 1
Article 19b – paragraph 1
(i) complementary information that undertakings shall report with regard to the sustainability matters and reporting areas listed in Article 19a(2), where necessaryin a precise and easy accessible form;
Amendment 335 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 1
Article 19b – paragraph 1
(ii) information that the Commission deems undertakings shallnecessary to report that isare specific to the sector in which they operate.
Amendment 340 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 1
Article 19b – paragraph 1
The Commission shall, at least every threfive years after its date of application, review any delegated act adopted pursuant to this Article, taking into consideration the technical advice of the European Financial Reporting Advisory Group (EFRAG), and where necessary shall amend such delegated act to take into account relevant developments, including developments with regard to international standards.
Amendment 347 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
(a) specify the information that undertakings are to disclose about environmental factors, including information about:mirroring the definitions and requirements set out in Regulation (EU) 2020/852 and the associated delegated acts.
Amendment 352 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
Amendment 360 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
Amendment 363 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
Amendment 368 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
Amendment 373 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
Amendment 377 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
Amendment 383 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
(b) specify the information that undertakings are to disclose about social factors, includinglimited to information about:
Amendment 386 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
(i) equal opportunities for all, including gender equality and equal pay for equal work, training and skills development, and employment and inclusion of people with disabilities;
Amendment 397 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
(ii) working conditions, including secure and adaptable employment, wages, social dialogue, and collective bargaining and the involvement of workers, work-life balance, and a healthy, safe and well- adapted work environmentin line with employees and workers standards established in the Directive 89/391/EEC ;
Amendment 405 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
(c) specify the information that undertakings are to disclose about governance factors, includinglimited to information about:
Amendment 406 #
Proposal for a directive
Article 1 – paragraph 1 – point 4 Directive 2013/34/EU
Article 1 – paragraph 1 – point 4 Directive 2013/34/EU
Amendment 418 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
(ii) business ethics and corporate culture, including, anti-corruption and anti- bribery;
Amendment 421 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
(iii) direct political engagementsinfluence of the undertaking, including its lobbying activities;
Amendment 424 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2
Article 19b – paragraph 2
(iv) the management and quality of relationships with business partners, includingbusiness partners management, especially payment practices towards SMEs;
Amendment 432 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 3
Article 19b – paragraph 3
3. When adopting delegated acts pursuant to paragraph 1, the Commission shall ensure consistency with its own work and the work of global standard-setting initiatives for sustainability reporting, existing standards and frameworks for natural capital accounting, responsible business conduct, corporate social responsibility, sustainable corporate governance and other sustainable development: The Commission shall furthermore take account of:
Amendment 433 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 3
Article 19b – paragraph 3
Amendment 435 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 3
Article 19b – paragraph 3
(b) the information that financial market participants need to comply with their disclosure obligations laid down in Regulation (EU) 2019/2088 and the delegated acts adopted pursuant to that Regulation, matching the reporting capabilities of the reporting entities;
Amendment 436 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 3
Article 19b – paragraph 3
(c) the criteria set out in the delegated acts adopted pursuant to Regulation (EU) 2020/852*7whose feasibility in practice and by means of concrete templates and examples are ensured by the Commission;
Amendment 438 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 3
Article 19b – paragraph 3
(h a) (i) administrative burden and costs of the undertakings under the scope of this Regulation; In all the delegated acts listed in the Article, the Commission and its advisory bodies will ensure a coordinated and staggered approach to implementation to ensure high reporting/data quality, reliability and implementability.
Amendment 443 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19c
Article 19c
Amendment 448 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19c
Article 19c
Amendment 451 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19c
Article 19c
Amendment 459 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19d – paragraph 1
Article 19d – paragraph 1
1. Undertakings subject to Article 19a shall prepare their financial statements and their management report in a single electronic reporting format in accordance with Article 3 of Commission Delegated Regulation (EU) 2019/815*15 and shall mark-up their sustainability reporting, including the disclosures laid down in Article 8 of Regulation (EU) 2020/852, in accordance with that Delegated Regulation as well as other references made to other regulations in Article 19b.
Amendment 464 #
Proposal for a directive
Article 1 – paragraph 1 – point 5 – point a
Article 1 – paragraph 1 – point 5 – point a
Directive 2013/34/EU
Article 20(1) – point g
Article 20(1) – point g
(g) a description of the diversity policy applied in relation to the undertaking's administrative, management and supervisory bodies with regard to gender and other aspects such as, age, or educational and professional backgrounds, the objectives of that diversity policy, how it has been implemented and the results in the reporting period. If no such policy is applied, the statement shall contain an explanation as to why this is the case.;
Amendment 468 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 1
Article 29a – paragraph 1
1. Parent undertakings of a large groupublic-interest entities which are parent undertakings of a large group exceeding on its balance sheet dates, on a consolidated basis, the criterion of the average number of 500 employees during the financial year shall include in the consolidated management report information necessary to understand the group's impacts on sustainability matters, and information necessary to understand how sustainability matters affect the group's development, performance and position.
Amendment 473 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2
Article 29a – paragraph 2
(i) the resilience of the group's business model and strategy to risks related to sustainability matters and climate change;
Amendment 474 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2
Article 29a – paragraph 2
(ii) the opportunities for the group related to sustainability matters and the transition to a carbon-neutral economy;
Amendment 478 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2
Article 29a – paragraph 2
Amendment 481 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2
Article 29a – paragraph 2
Amendment 485 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2
Article 29a – paragraph 2
(v) how the group’s strategy has been implemented with regard to sustainability matters and climate change;
Amendment 496 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2
Article 29a – paragraph 2
Amendment 511 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2
Article 29a – paragraph 2
Amendment 512 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2
Article 29a – paragraph 2
(g) indicators relevant to the relevant to the disclosures referred to in points (a) to (f), which are provided by the Commission by means of an delegated act in collaboration with the technical advice of the EFRAG.
Amendment 513 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2
Article 29a – paragraph 2
Amendment 516 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 3
Article 29a – paragraph 3
3. The information referred to in paragraphs 1 and 2 shall contain, where possible, forward- looking information and information about past performance, andin qualitative and quantitative information. This information shall take into account short, medium and long-term time horizons, where appropriate.
Amendment 524 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 3
Article 29a – paragraph 3
The information referred to in paragraphs 1 and 2 shall also, where appropriatpossible, include references to, and additional explanations of, other information included in the consolidated management report in accordance with Article 29 of this Directive and amounts reported in the consolidated financial statements.
Amendment 526 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 3
Article 29a – paragraph 3
Member States may allow information relating to impending developments or matters in the course of negotiation to be omitted in exceptional cases where, in the duly justified opinion of the members of the administrative, management and supervisory bodies, acting within the competences assigned to them by national law and having collective responsibility for that opinion, the disclosure of such information would be seriously prejudicial to the commercial and competitive position of the group, provided that such omission does not prevent a fair and balanced under standing of the group's development, performance, position and impact of its activity.
Amendment 532 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 5
Article 29a – paragraph 5
Amendment 540 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 7
Article 29a – paragraph 7
The Member State by which the parent undertaking that is exempted from the obligations set out in paragraphs 1 to 4 is governed may require that the consolidated management report referred to in in the first subparagraph of this paragraph is published in its official language or in a language customary in the sphere of international finance, and that any necessary translation into those languages is certified.
Amendment 558 #
Proposal for a directive
Article 1 – paragraph 1 – point 11 – point a
Article 1 – paragraph 1 – point 11 – point a
Directive 2013/34/EU
Article 34 – paragraph 2
Article 34 – paragraph 2
2. The power to adopt delegated acts referred to in Article 1(2), Article 3(13), Article 46(2), Article 19b and Article 19cb shall be conferred on the Commission for an indeterminate period of timean period in a five-year rolling process followed by a subsequent scrutiny phase by the Council and the Parliament.
Amendment 561 #
Proposal for a directive
Article 1 – paragraph 1 – point 11 – point a
Article 1 – paragraph 1 – point 11 – point a
Directive 2013/34/EU
Article 34 – paragraph 3
Article 34 – paragraph 3
3. The delegation of power referred to in Article 1(2), Article 3(13), Article 46(2), Article 19b and Article 19cb may be revoked at any time by the European Parliament or by the Council. A decision to revoke shall put an mend to the delegation of the power specified in that decision. It shall take effect the day following the publication of that decision in the Official Journal of the European Union or at a later date specified therein. It shall not affect the validity of any delegated acts already in force.;
Amendment 567 #
Proposal for a directive
Article 1 – paragraph 1 – point 11 – point b Directive 2013/34/EU
Article 1 – paragraph 1 – point 11 – point b Directive 2013/34/EU
3a. When adopting delegated acts pursuant to Articles 19b and 19c, the Commission shall ensure consistency with the development of international standards and take into consideration technical advice from EFRAG, provided such advice has been developed with proper due process, public oversight and transparency and with the expertise of relevant stakeholders, and is accompanied by cost- benefit analyses that include analyses of the impacts of the technical advice on sustainability matters.
Amendment 568 #
Proposal for a directive
Article 1 – paragraph 1 – point 11 – point b
Article 1 – paragraph 1 – point 11 – point b
Directive 2013/34/EU
Article 34 – paragraph 3a
Article 34 – paragraph 3a
The Commission shall consult the Member State Expert Group on Sustainable Finance referred to in Article 24 of Regulation (EU) 2020/852 on the technical advice provided by EFRAG prior to the adoption of the delegated acts referred to in Articles 19b and 19c.
Amendment 569 #
Proposal for a directive
Article 1 – paragraph 1 – point 11 – point b
Article 1 – paragraph 1 – point 11 – point b
Directive 2013/34/EU
Article 34 – paragraph 3a
Article 34 – paragraph 3a
The Commission shall request the opinion of the European Securities and Markets Authority on the technical advice provided by EFRAG, in particular with regard to its consistency with Regulation (EU) 2019/2088 and its delegated acts, Regulation (EU) 2020/852 and other legislative acts referred to in Article 19a and 19b of this Directive. The European Securities and Markets Authority shall provide its opinion within twohree months from the date of receipt of the request from the Commission.
Amendment 570 #
Proposal for a directive
Article 1 – paragraph 1 – point 11 – point b
Article 1 – paragraph 1 – point 11 – point b
Directive 2013/34/EU
Article 34 – paragraph 3a
Article 34 – paragraph 3a
The Commission shall also consult the European Banking Authority, the European Insurance and Occupational Pensions Authority, the European Environment Agency, the European Union Agency for Fundamental Rights, the European Central Bank, the Committee of European Auditing Oversight Bodies and the Platform on Sustainable Finance established pursuant to Article 20 of Regulation (EU) 2020/852 on the technical advice provided by EFRAG prior to the adoption of delegated acts referred to in Articles 19b and 19c. Where any of those bodies decide to submit an opinion, they shall do so within twohree months from the date of being consulted by the Commission.;
Amendment 571 #
Proposal for a directive
Article 1 – paragraph 1 – point 11 – point c
Article 1 – paragraph 1 – point 11 – point c
Directive 2013/34/EU
Article 34 – paragraph 5
Article 34 – paragraph 5
5. A delegated act adopted pursuant to Article 1(2), Article 3(13), Article 46(2), Article 19b and Article 19c shall enter into force only if no objection has been expressed either by the European Parliament or the Council within a period of twofour months of notification of that act to the European Parliament and the Council or if, before the expiry of that period, the European Parliament and the Council have both informed the Commission that they will not object. That period shall be extended by twofour months at the initiative of the European Parliament or the Council. In all the delegated acts listed in the Article, the Commission and its advisory bodies will ensure a coordinated and staggered approach to implementation to ensure high reporting/data quality, reliability and implementability.
Amendment 574 #
Proposal for a directive
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Directive 2013/34/EU
Article 51 – paragraph 2
Article 51 – paragraph 2
Amendment 576 #
Proposal for a directive
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Directive 2013/34/EU
Article 51 – paragraph 2
Article 51 – paragraph 2
(b) an order requiring the natural person or the legal entity responsible to cease the conduct constituting the infringement and to desist from any repetition of that conduct;
Amendment 580 #
Proposal for a directive
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Directive 2013/34/EU
Article 51 – paragraph 3
Article 51 – paragraph 3
(b) the degree of responsibility of the natural person or legal entity responsible;
Amendment 581 #
Proposal for a directive
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Directive
Article
Article
(c) the financial strength of the natural person or legal entity responsible;
Amendment 582 #
Proposal for a directive
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Directive
Article
Article
(d) the importance of profits gained or losses avoided by the natural person or legal entity responsible, in so far as such profits or losses can be determined;
Amendment 584 #
Proposal for a directive
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Directive
Article
Article
(f) the level of cooperation of the natural person or legal entity responsible with the competent authority;
Amendment 585 #
Proposal for a directive
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Directive
Article
Article
(g) previous infringements by the natural person or legal entity responsible.’.
Amendment 590 #
Proposal for a directive
Article 2 – paragraph 1 – point 4
Article 2 – paragraph 1 – point 4
Directive 2004/109/EC
Article 28d
Article 28d
Amendment 594 #
Proposal for a directive
Article 3 – paragraph 1 – point 4 – point d
Article 3 – paragraph 1 – point 4 – point d
Directive 2013/34/EU
Article 8(1)
Article 8(1)
Amendment 596 #
Proposal for a directive
Article 3 – paragraph 1 – point 8
Article 3 – paragraph 1 – point 8
Directive 2006/43/EC
Article 14
Article 14
Member States shall ensure that statutory auditors approved before 1 January 2023 acquire the necessary knowledge in sustainability reporting and the assurance of sustainability reporting via the continuing education requirement of Article 13. Member States shall ensure that the audit bodies for sustainability reports have a high level of technical and specialised expertise in the field of sustainability in order to assess the information.’;
Amendment 602 #
Proposal for a directive
Article 3 – paragraph 1 – point 14 – point e
Article 3 – paragraph 1 – point 14 – point e
Directive
Article
Article
The audit report shall be signed and dated by the statutory auditor. Where an audit firm carries out the statutory audit and, where applicable, the assurance of sustainability reporting, the audit report shall bear the signature of at least the statutory auditor(s) carrying out the statutory audit and the assurance of sustainability reporting on behalf of the audit firm. Where more than one statutory auditor or audit firm have been simultaneously engaged, the audit report shall be signed by all statutory auditors or at least by the statutory auditors carrying out the statutory audit and the assurance of sustainability reporting on behalf of every audit firm. In exceptional circumstances Member States may provide that such signature(s) need not be disclosed to the public if such disclosure could lead to an imminent and significant threat to the personal security of any person.;
Amendment 607 #
Proposal for a directive
Article 5 – paragraph 1 – introductory part
Article 5 – paragraph 1 – introductory part
1. Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with Articles 1 to 3 of this Directive by 1 December 2022one and a half year after the directive has entered into force. They shall immediately inform the Commission thereof.
Amendment 609 #
Proposal for a directive
Article 5 – paragraph 1 – subparagraph 1
Article 5 – paragraph 1 – subparagraph 1
Member States shall provide that the provisions referred to in the first subparagraph shall apply for financial years starting on or after 1 January 2023not earlier than two full financial years during which the undertakings have had the opportunity to adapt to the provisions and reporting standards set out in this Directive and the accompanying, adopted and published delegated acts.
Amendment 614 #
Proposal for a directive
Article 6 – paragraph 1
Article 6 – paragraph 1
Article 4 of this Directive shall apply to financial years starting on or after 1 January 2023not earlier than one full financial years during which the undertakings have had the opportunity to adapt to the provisions and reporting standards set out in this Directive and the accompanying, adopted and published delegated acts..
Amendment 616 #
Proposal for a directive
Article 8 a (new)
Article 8 a (new)