Activities of Isabel SANTOS related to 2021/0104(COD)
Shadow opinions (1)
OPINION on the proposal for a directive of the European Parliament and of the Council amending Directive 2013/34/EU, Directive 2004/109/EC, Directive 2006/43/EC and Regulation (EU) No 537/2014, as regards corporate sustainability reporting
Amendments (32)
Amendment 53 #
Proposal for a directive
Recital 15
Recital 15
(15) Articles 19a and 29a of Directive 2013/34/EU 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 all large undertakings and all undertakings listed on regulated markets, except micro undertakings, to report detailed sustainability information. In addition, all undertakings that are parent unand small and medium-sized undertakings operating in high-risk economic sectors, to report dertakings of large groups should prepare sustainability reporting at group leveliled sustainability information.
Amendment 54 #
Proposal for a directive
Recital 16
Recital 16
(16) The requirement that also large non-listed undertakings and small and medium-sized undertakings operating in high-risk economic sectors 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 large undertakings , and small and medium-sized undertakings operating in high-risk economic sectors 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 55 #
Proposal for a directive
Recital 18 a (new)
Recital 18 a (new)
(18 a) Environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters are not contingent on the size of an undertaking. Therefore, SMEs which are operating in economic sectors determined to be high risk should also be required to disclose information on sustainability matters, irrespective of whether or not they are listed on regulated markets.
Amendment 58 #
Proposal for a directive
Recital 27
Recital 27
(27) To ensure consistency with international instruments such as the UN Guiding Principles on Business and Human Rights and the OECD Due Diligence Guidance for Responsible Business Conduct, the due diligence disclosure requirements should be specified in greater detail than is the case in Article 19a(1), point (b), and Article 29a(1), point (b) of Directive 2013/34/EU. The disclosure requirements related to the due diligence requirements in this Directive will need to be adapted once the upcoming directive on sustainable corporate governance and due diligence has been adopted so that the requirements in this Directive are aligned with those in the upcoming directive. Due diligence is the process that undertakings carry out to identify, prevent, mitigate and remediate the principal actual and potential adverse impacts connected with their activities and identifies how they address those adverse impacts. Impacts connected with an undertaking’s activities include impacts directly caused by the undertaking, impacts to which the undertaking contributes, and impacts which are otherwise linked to the undertaking’s value chain. The due diligence process concerns the whole value chain of the undertaking including its own operations, its products and services, its business relationships and its supply chains. In alignment with the UN Guiding Principles on Business and Human Rights, an actual or potential adverse impact is to be considered principal where it measures among the greatest impacts connected with the undertaking’s activities based on: the gravity of the impact on people or the environment; the number of individuals that are or could be affected, or the scale of damage to the environment; and the ease with which the harm could be remediated, restoring the environment or affected people to their prior state.
Amendment 64 #
Proposal for a directive
Recital 37 a (new)
Recital 37 a (new)
(37 a) The Commission should be empowered to adopt delegated acts in accordance with Article 49 to establish and amend the list of high-risk sectors of economic activity set out in Article 2, point 20a. That list should take into account the work of the Platform on Sustainable Finance established in accordance with Article 20 of Regulation (EU) 2020/852 and the OECD Due Diligence Guidance for Responsible Business Conduct, including for mining, quarrying, extractive industries, agriculture, forestry, construction, transportation, electricity, gas, steam and air conditioning supply, clothing and footwear, finance and international shipping, and health, social, elder cares. The list of sectors taken into account in this definition should take account of correspondence with the NACE classification1a. _________________ 1aStatistical classification of economic activities in the European Union, NACE Rev. 2.
Amendment 66 #
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 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 United Nation Guiding Principles on Business and Human Rights, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, the fundamental conventions and governance conventions of the International Labour Organisation, particularly on child and forced labour and freedom of association and collective bargaining, the European Convention on Human Rights (ECHR), European Social Charter, the OECD Guidelines for multinational enterprises, and the Charter of Fundamental Rights of the European Union.
Amendment 73 #
Proposal for a directive
Recital 48
Recital 48
(48) Directive 2013/34/EU does not require that the financial statements or the management report are provided in a digital format, which hinders the findability accessibility and usability of the reported information. Users of sustainability information increasingly expect such information to be findable and machine- readable in digital formats and published under open data principles. Digitalisation creates opportunities to exploit information more efficiently and holds the potential for significant cost savings for both users and undertakings. Undertakings should therefore be required to prepare their financial statements and make publicly available their management report in XHTML format in accordance with Article 3 of Commission Delegated Regulation (EU) 2019/815,63 and to mark- up sustainability information, including the disclosures required by Article 8 of Regulation (EU) 2020/852, in accordance with that Delegated Regulation. A digital taxonomy to the Union sustainability reporting standards will be necessary to allow for the information reported to be tagged in accordance with those standards. These requirements should feed into the work on digitalisation announced by the Commission in its Communication A European strategy for data64 and in the Digital Finance Strategy for the EU.65 These requirements also complement the creation of a European single access point for public corporate information as envisaged in the capital markets union action plan, which also considers the need for structured data. _________________ 63 Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (OJ L 143, 29.5.2019, p. 1). 64 https://ec.europa.eu/digital-single- market/en/european-strategy-data 65 https://ec.europa.eu/info/publications/2009 24-digital-finance-proposals_en
Amendment 75 #
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 refers to environmental, social and employee matters, respect for human rights, anti- corruption and anti-bribery matters (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 factorswell as proportionate and commensurate due diligence by undertakings to identify, prevent, mitigate, remediate, and communicate on adverse impacts on human rights, labour rights, including trade unions rights, the environment and good governance in relation to their own activities, their value chains and business relationships, with reference to applicable legal duties, standards and guidance;
Amendment 76 #
Proposal for a directive
Article 1 – paragraph 1 – point 2
Article 1 – paragraph 1 – point 2
Directive 2013/34/EU
Article 2 – point 20 a (new)
Article 2 – point 20 a (new)
(20 a) ‘high-impact undertakings’ means undertakings active in one or more of the following high-impact sectors mining, quarrying, extractive industries, agriculture, forestry, construction, transportation, electricity, gas, steam and air conditioning supply, clothing and footwear, finance and international shipping, and health, social, elder cares. A high-impact sector is a sector that is associated, as a result of its business and value chain characteristics, with a high likelihood of actual or potential severe impacts on the environment, good governance, social or human rights, due to factors including their size, business and value chain characteristics.. The list of sectors taken into account in this definition should take account of correspondance with the NACE classification. The list of high-impact sectors should be reviewed every three years by the European Commission and modified, as appropriate, through a Delegated Act. This review should take into account existing EU sector-specific legislation and sector-specific disclosures in recognized international reporting frameworks such as Global Reporting Initiative standards which address sector- specific environmental and social negative impacts;
Amendment 77 #
Proposal for a directive
Article 1 – paragraph 1 – point 2
Article 1 – paragraph 1 – point 2
Directive 2013/34/EU
Article 2 – point 20 b (new)
Article 2 – point 20 b (new)
(20 b) ‘severe impacts’ are adverse impacts on people and the environment connected to the undertaking’s value chain by its own operations, its products and services, its business relationships, its subsidiaries, and its supply chain, based on the gravity of the impact on the sustainability matter, the number of individuals that are or could be affected, or the scale of damage to the environment and the ease with which the harm could be remediated, restoring the environment or affected people to their prior state, cause the greatest harm relative to other impacts the undertaking has identified;
Amendment 78 #
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 governed by the law of a Member State or established in the territory of the Union, including non-EU companies with substantial business in the EU, and, as of 1 January 2026, all publicly listed small and medium- sized undertakings which are undertakings referred to in Article 2, point (1), point (a), as well as high-risk non-listed small and medium-sized undertakings, shall include in the management report information necessary to understand the undertaking’s impacts on sustainability mattersfactors, due diligence, and information necessary to understand how sustainability matters, as defined in art 19a (17), affect the undertaking’s development, performance and position.
Amendment 80 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2 – subparagraph 1 – point e – point i
Article 19a – paragraph 2 – subparagraph 1 – point e – point i
(i) the due diligence process implemented with regard to sustainability matters in line with, the EU Directive on Sustainable Corporate Governance, national legislation, and the UN Guiding Principles for Business and Human Rights and the OECD Due Diligence Guidance for Responsible Business Conduct;
Amendment 81 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2 – subparagraph 1 – point e – point ii
Article 19a – paragraph 2 – subparagraph 1 – point e – point ii
(ii) the principal actual or potential adverse impacts connected with the undertaking’s value chain, including its own operations, its products and services, its business relationships and its supply chain;
Amendment 82 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2 – subparagraph 1 – point e – point iii
Article 19a – paragraph 2 – subparagraph 1 – point e – point iii
(iii) anyll actions taken, and the result of such actions, to prevent, mitigate or remediate actual or potential adverse impacts and the effectiveness of their results;
Amendment 83 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2 – subparagraph 1 – point e – point iii a (new)
Article 19a – paragraph 2 – subparagraph 1 – point e – point iii a (new)
(iii a) the structure of the undertaking’s value chain including through a disaggregated mapping of its own operations, subsidiaries, suppliers and business relationships;
Amendment 84 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2 – subparagraph 1 – point e – point iii b
Article 19a – paragraph 2 – subparagraph 1 – point e – point iii b
Amendment 87 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 7 – subparagaph 1
Article 19a – paragraph 7 – subparagaph 1
7. An undertaking which is a subsidiary undertaking 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, drawn up in accordance with Articles 29 and 29aare included in the consolidated management report of apparent undertaking, if this report is drawn up in accordance with Articles 29 and 29a and if information required by Article 19b is reported on country-by-country basis. 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 88 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 7 a (new)
Article 19a – paragraph 7 a (new)
7 a. The Commission shall be empowered to adopt delegated acts in accordance with Article 49 to establish and amend the list of high-risk sectors of economic activity set out in Article 2, point (20a). That list shall take into account the work of the Platform on Sustainable Finance established in accordance with Article 20 of Regulation (EU) 2020/852 and the OECD Due Diligence Guidance for Responsible Business Conduct, including for mining, quarrying, extractive industries, agriculture, forestry, construction, transportation, electricity, gas, steam and air conditioning supply clothing and footwear, finance and international shipping and health, social, elder cares. The list of sectors taken into account in this definition shall take account of correspondence with the NACE classification1a. _________________ 1aStatistical classification of economic activities in the European Union, NACE Rev. 2.
Amendment 89 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 1 – subparagraph 1 – point b – point ii
Article 19b – paragraph 1 – subparagraph 1 – point b – point ii
(ii) information that undertakings shall report that is specific to the sector in which they operate, with particular attention paid to high-risk business sectors.
Amendment 90 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point a a (new)
Article 19b – paragraph 2 – subparagraph 2 – point a a (new)
Amendment 93 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point b – point ii
Article 19b – paragraph 2 – subparagraph 2 – point b – point ii
(ii) working conditions, including secure and adaptable employment, wages, social dialogue, collective bargaining and the involvement of workers, respect for trade union rights, respect for the right of workers to be informed and consulted in accordance with international European and national labour law, where applicable respect for the right of workers to elect worker board level representatives, ,work- life balance, and a healthy, safe and well- adapted work environment;
Amendment 95 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point b – point iii
Article 19b – paragraph 2 – subparagraph 2 – point b – point iii
(iii) respect for 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 and the ILO fundamental conventionand governance conventions, the European Convention of Human Rights, the European Social Charter, the OECD Guidelines for Multinational Enterprises and the Charter of Fundamental Rights of the European Union, and the EU labour law acquis.
Amendment 98 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point b – point iii a (new)
Article 19b – paragraph 2 – subparagraph 2 – point b – point iii a (new)
(iii a) the undertaking’s value chain linked to severe actual and potential impacts, including sector-specific information on suppliers, types of products and services supplied, and on sourcing and traceability of commodities and materials associated with high likelihood of actual or potential adverse impacts on sustainability matters.
Amendment 99 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point b – point iii b (new)
Article 19b – paragraph 2 – subparagraph 2 – point b – point iii b (new)
Amendment 100 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point b – point iii c (new)
Article 19b – paragraph 2 – subparagraph 2 – point b – point iii c (new)
(iii c) affected communities, including information on: - human rights impact assessments carried out by the undertaking; - respect for indigenous peoples’ rights and implementation of the undertaking’s policy on Free Prior and Informed Consent - health, safety and security of person; - freedom of assembly and freedom of expression- human rights impacts related to land and access to water economic impacts on communities.
Amendment 101 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point b – point iii d (new)
Article 19b – paragraph 2 – subparagraph 2 – point b – point iii d (new)
Amendment 102 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point c – point ii
Article 19b – paragraph 2 – subparagraph 2 – point c – point ii
(ii) business ethics and corporate culture, including anti-corruption and anti- bribery programmes, assessment of corruption risks, and whistleblowing systems and results;
Amendment 107 #
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 open data and machine-readable 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.
Amendment 108 #
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 group shall include in the consolidated management report information necessary to fully understand the group's and its subsidiaries’ and business relationships impacts on sustainability matters, and information necessary to understand how sustainability matters affect the group's development, performance and position. The report shall explain the impact of each subsidiary on sustainability factors.
Amendment 109 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2 – subparagraph 1 – point e – point i
Article 29a – paragraph 2 – subparagraph 1 – point e – point i
(i) the due diligence process implemented with regard to sustainability matters in line with, the EU Directive on Sustainable Corporate Governance, national legislation, and the UN Guiding Principles for Business and Human Rights and the OECD Due Diligence Guidance for Responsible Business Conduct;
Amendment 110 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2 – subparagraph 1 – point e – point iii a (new)
Article 29a – paragraph 2 – subparagraph 1 – point e – point iii a (new)
(iii a) the structure of the undertaking’s value chain including through a disaggregated mapping of its own operations, subsidiaries, suppliers and business relationships;
Amendment 111 #
Proposal for a directive
Article 3 – paragraph 1 – point 14 – point e
Article 3 – paragraph 1 – point 14 – point e
Directive 2006/43/EC
Article 28 – paragraph 4 – subparagraph 1
Article 28 – paragraph 4 – subparagraph 1
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.; If an undertaking works with statutory auditors, audit firms or independent assurance services firms in the design, implementation or assessment of their due diligence process, that undertaking should not in addition request assurance of sustainability reporting from the same entity.