Activities of Margarita DE LA PISA CARRIÓN 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 (64)
Amendment 34 #
Proposal for a directive
Recital 4 a (new)
Recital 4 a (new)
(4a) Rejects the Commission proposal
Amendment 35 #
Proposal for a directive
Recital 5
Recital 5
(5) On 25 September 2015, the UN General Assembly adopted a new global sustainable development framework: the 2030 Agenda for Sustainable Development (the ‘2030 Agenda’). The 2030 Agenda has at its core the Sustainable Development Goals and covers the three dimensions of sustainability: economic, social and environmental. The Commission communication of 22 November 2016 on the next steps for a sustainable European future linked the Sustainable Development Goals to the Union policy framework to ensure that all Union actions and policy initiatives, both in and beyond the Union, take those goals on board at the outset, albeit without a binding character45. In its conclusions of 20 June 2017, the Council confirmed the commitment of the Union and its Member States to the implementation of the 2030 Agenda in a full, coherent, comprehensive, integrated and effective manner, in close cooperation with partners and other stakeholders46. __________________ 45 COM(2016) 739 final. 46 Council conclusions “A sustainable European future: The EU response to the 2030 Agenda for Sustainable Development”, 20 June 2017.
Amendment 37 #
Proposal for a directive
Recital 6
Recital 6
(6) Directive 2014/95/EU of the European Parliament and the Council47 amended Directive 2013/34/EU as regards disclosure of non-financial information by certain large undertakings and groups. Directive 2014/95/EU introduced a requirement on said large undertakings to report information on, as a minimum, environmental, social and employee matters, respect for human rights, and anti- corruption and bribery matters. With regard to these topics, Directive 2014/95/EU required undertakings to disclose information under the following reporting areas: business model, policies (including due diligence processes implemented), the outcome of the policies, risks and risk management, and key performance indicators relevant to the business. __________________ 47 Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014 amending Directive 2013/34/EU as regards disclosure of non- financial and diversity information by certain large undertakings and groups (OJ L 330, 15.11.2014, p. 1).
Amendment 39 #
Proposal for a directive
Recital 8
Recital 8
(8) The ultimate beneficiaries of better sustainability reporting by undertakings are individual citizens and savers. This benefit needs to be proportionate to the new burdens and obligations that the business fabric of the EU will face. Savers who want to invest sustainably will have the opportunity to do so, while all citizens should benefit from a stable, sustainable and inclusive economic system. To realise these benefits, the sustainability information disclosed in undertaking’s annual reports first has to reach two primary groups (‘users’). The first group of users consists of investors, including asset managers, who want to better understand the risks and opportunities that sustainability issues pose to their investments and the impacts of those investments on people and the environment. The second group of users consists of organisations, including non- governmental organisations and social partners, that wish to better hold undertakings to account for their impacts on people and the environment. Other stakeholders may also make use of sustainability information disclosed in annual reports. The business partners of undertakings, including customers, may rely on this information to understand, and where necessary report on, the sustainability risks and impacts through their own value chains. Policy makers and environmental agencies may use such information, in particular on an aggregate basis, to monitor environmental and social trends, to contribute to environmental accounts, and to inform public policy. Few individual citizens and consumers directly consult undertaking’s reports, but they may use such information indirectly such as when considering the advice or opinions of financial advisers or non-governmental organisations. Many investors and asset managers purchase sustainability information from third party data providers, who collect information from various sources, including public corporate reports.
Amendment 45 #
Proposal for a directive
Recital 9
Recital 9
(9) There has been a very significant increase in demand for corporate sustainability information in recent years, especially on the part of the investment communityEU institutions. That increase in demand is driven by the changing nature of risks to undertakan ideological requirement that constraings and growing investor awareness of the financial implications of these risks. That is especially the case for climate-related financialcompanies’ freedom of manoeuvre and corporate vision, putting their economic activity at risks. Awareness of the risks to undertakings and to investments resulting from other environmental issues and from social issues, including health issues, is also gPart of that increase is the logical consequence of previously adopted Union legislation, notably Regulation (EU) 2019/2088 and Regulation (EU) 2020/852 with a view to increasing and improwving. T the increase in demand for sustainability information is also driven by the growth in investment products that explicitly seek to meet certain sustainability standards or achieve certain sustainability objectives. Part of that increasformation provided by companies on sustainability. As a result of the legislation in force, most companies have adapted their internal reporting systems to meet the requirements that taxonomy, due diligence and the sustainable development of corporate governance impose. Therefore, the amendments made isn the logical consequence of previously adopted Union legislation, notably Regulation (EU) 2019/2088 and Regulation (EU) 2020/852revision of this Directive should reduce and harmonise the reporting obligations provided for in other pieces of legislation. Some of the increase would have happened in any case, due to fast-changing awareness among citizens awarenesnd undertakings, consumer preferences and market practices. The COVID-19 pandemic will further accelerate the increase in users’ need for high-quality information needs, in particular as it has exposed the vulnerabilities of workers and of undertaking’s value chains. Information on environmental impacts is also relevant in the context of mitigating future pandemics with human disturbance of ecosystems increasingly linked to the occurrence and spread of diseases.
Amendment 46 #
Proposal for a directive
Recital 9 a (new)
Recital 9 a (new)
Amendment 47 #
Proposal for a directive
Recital 10
Recital 10
(10) USome undertakings themselves stand tomay benefit from carrying out high quality reporting on sustainability matters despite increased costs and administrative burdens related to compliance with the new obligations. The growth in the number of investment products that aim to pursue sustainability objectives means that good sustainability reporting can enhance an undertaking’s access to financial capital. Sustainability reporting can help undertakings to identify and manage their own risks and opportunities related to sustainability matters. It can provide a basis for better dialogue and communication between undertakings and their stakeholders, and can help undertakings to improve their reputation.
Amendment 49 #
Proposal for a directive
Recital 11
Recital 11
(11) The report on the review clause of the Non-Financial Reporting Directive (Directive 2014/95/EU), and its accompanying fitness check on corporate reporting, identified problems as to the effectiveness of that Directive48. There is significant evidence that many undertakings do not disclose material information on all major sustainability- related topics. The report also identified as significant problems the limited comparability and reliability of sustainability information. Additionally, many undertakings from which users need sustainability information are not obliged to report such information even if they provide it on a voluntary basis so as to improve transparency and communication regarding their activities. __________________ 48 Publication office: please insert reference to Report from the Commission to the European Parliament, the Council and the European Economic and Social Committee on the review clauses in Directives 2013/34/EU, 2014/95/EU, and 2013/50/EU, and accompanying SWD- Fitness Check.
Amendment 50 #
Proposal for a directive
Recital 12
Recital 12
(12) In the absence of policy actionroportional policy action and of effective coordination of the different legislative instruments in place with regard to sustainability reporting, 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 alson some cases and the proliferation of indicators in others also constitute an obstacle to the efforts of undertakings to ensure that their business models and activities are sustainable. Simplification and the cost-benefit analysis will constitute some of the key indicators for assessing legislative measures in the area of non-financial reporting.
Amendment 51 #
Proposal for a directive
Citation 5 a (new)
Citation 5 a (new)
Rejects the proposal by the European Commission.
Amendment 52 #
Proposal for a directive
Recital 12
Recital 12
(12) In the absence of policy action, such as, for example, an impact assessment study regarding legislation in force, 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 sustainable.
Amendment 55 #
Proposal for a directive
Recital 5
Recital 5
(5) On 25 September 2015, the UN General Assembly adopted a new global sustainable development framework: the 2030 Agenda for Sustainable Development (the ‘2030 Agenda’). The 2030 Agenda has at its core the Sustainable Development Goals and covers the three dimensions of sustainability: economic, social and environmental. The Commission communication of 22 November 2016 on the next steps for a sustainable European future linked the Sustainable Development Goals to the Union policy framework to ensure that all Union actions and policy initiatives, both in and beyond the Union, take those goals on board at the outset45 45, although since it is a communication it is not binding. In its conclusions of 20 June 2017, the Council confirmed the commitment of the Union and its Member States to the implementation of the 2030 Agenda in a full, coherent, comprehensive, integrated and effective manner, in close cooperation with partners and other stakeholders46. _________________ 45 COM(2016) 739 final 46 the Council conclusions ‘A sustainable European future: The EU response to the 2030 Agenda for Sustainable Development’ 20 June 2017.
Amendment 56 #
Proposal for a directive
Recital 6
Recital 6
(6) Directive 2014/95/EU of the European Parliament and the Council47 amended Directive 2013/34/EU as regards disclosure of non-financial information by certain large undertakings and groups. Directive 2014/95/EU introduced a requirement on those large undertakings to report information on, as a minimum, environmental, social and employee matters, respect for human rights, and anti- corruption and bribery matters. With regard to these topics, Directive 2014/95/EU required undertakings to disclose information under the following reporting areas: business model, policies (including due diligence processes implemented), the outcome of the policies, risks and risk management, and key performance indicators relevant to the business. _________________ 47 Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014 amending Directive 2013/34/EU as regards disclosure of non- financial and diversity information by certain large undertakings and groups (OJ L 330, 15.11.2014, p. 1).
Amendment 60 #
Proposal for a directive
Recital 8
Recital 8
(8) The ultimate beneficiaries of better sustainability reporting by undertakings are individual citizens and savers. It is vital for this benefit to be compatible with the freedom of enterprise and the good of the economy in general. Savers who want to invest sustainably will have the opportunity to do so, while all citizens should benefit from a stable, sustainable and inclusive economic system. To realise these benefits, the sustainability information disclosed in undertaking’s annual reports first has to reach two primary groups (‘users’). The first group of users consists of investors, including asset managers, who want to better understand the risks and opportunities that sustainability issues pose to their investments and the impacts of those investments on people and the environment. The second group of users consists of organisations, including non- governmental organisations and social partners, that wish to better hold undertakings to account for their impacts on people and the environment. Other stakeholders may also make use of sustainability information disclosed in annual reports. The business partners of undertakings, including customers, may rely on this information to understand, and where necessary report on, the sustainability risks and impacts through their own value chains. Policy makers and environmental agencies may use such information, in particular on an aggregate basis, to monitor environmental and social trends, to contribute to environmental accounts, and to inform public policy. Few individual citizens and consumers directly consult undertaking’s reports, but they may use such information indirectly such as when considering the advice or opinions of financial advisers or non-governmental organisations. Many investors and asset managers purchase sustainability information from third party data providers, who collect information from various sources, including public corporate reports.
Amendment 63 #
Proposal for a directive
Recital 9
Recital 9
(9) There has been a very significant increase in demand for corporate sustainability information in recent years, especially on the part of the investment communityEU institutions. That increase in demand is driven by the changing nature of risks to undertakings and growing investor awareness of the financial implications of these risks. That is especially the case for climate-related financial risks. Awareness of the risks to undertakings and to investments resulting from other environmental issues and from social issues, including health issues, is also growing. The increase in demand for sustainability information is also driven by the growth in investment products that explicitly seek to meet certain sustainability standards or achieve certain sustainability objectives. Part of that increasan ideological requirement that handicaps undertakings in their freedom of manoeuvre and corporate vis the logical consequence of previously adopted Union legislation, notably Regulation (EU) 2019/2088 and Regulation (EU) 2020/852. Some of the increase would have happened in any case, due to fast-changing citizen awareness, consumer preferences and market practices. The COVID-19 pandemic will further accelerate the increase in users’ information needs, in particular as it has exposion, jeopardising their economic activities. The COVID-19 pandemic has accelerated the vulnerabilitiesy of workers and of undertaking’s value chains. Information on environmental impacts is also relevant in the context of mitigating future pandemics with human disturbance of ecosystems increasingly linked to the occurrence and spread of diseases.
Amendment 65 #
Proposal for a directive
Recital 10
Recital 10
(10) Undertakings themselveSome large undertakings stand to benefit from carrying out high quality reporting on sustainability matters, as do the undertakings that help them to produce the reports. The growth in the number of investment products that aim to pursue sustainability objectives means that good sustainability reporting can enhance an undertaking’s access to financial capital. Sustainability reporting can help undertakings to identify and manage their own risks and opportunities related to sustainability matters. It can provide a basis for better dialogue and communication between under, by providing a response to the ideological conditionality to which they are subject. Sustakings and their stakeholders, andability reporting can help undertakings to improve their reputation.
Amendment 67 #
Proposal for a directive
Recital 11
Recital 11
(11) The report on the review clause of the Non-Financial Reporting Directive (Directive 2014/95/EU), and its accompanying fitness check on corporate reporting, identified problems as to the effectiveness of that Directive48. There is significant evidence that many undertakings do not disclose material information on all major sustainability- related topics. The report also identified as significant problems the limited comparability and reliability of sustainability information. Additionally, many undertakings from which users need sustainability information are not obliged to report such informationis should be the subject of a compliance review of that Directive. _________________ 48 Publications Office: please insert reference to Report from the Commission to the European Parliament, the Council and the European Economic and Social Committee on the review clauses in Directives 2013/34/EU, 2014/95/EU, and 2013/50/EU, and accompanying SWD- Fitness Check.
Amendment 68 #
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 possible with the definition of ‘sustainability factors’ laid down in Regulation (EU) 2019/2088. That list should also correspond to the needs and expectations of users and financial sector undertakings themselves, who often use the terms ‘environmental’, ‘social’ and ‘governance’ as a means to categorise the three main sustainability matters in said sector. 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 69 #
Proposal for a directive
Recital 12
Recital 12
Amendment 71 #
Proposal for a directive
Recital 13
Recital 13
Amendment 72 #
Proposal for a directive
Recital 14
Recital 14
Amendment 74 #
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, exceptbut not including, in any event, small or medium-sized undertakings or micro undertakings, to report detailed sustainability information. In addition, all undertakings that are parent undertakings of large groups should prepare sustainability reporting at group level.
Amendment 85 #
Proposal for a directive
Recital 20
Recital 20
(20) Article 23(4), first subparagraph, point (i), and Article 23(4), fourth subparagraph of Directive 2004/109/EC empower the Commission to adopt measures to set up a mechanism for the determination of equivalence of information required under the Directive, and for the establishment of general equivalence criteria regarding accounting standards, respectively. Article 23(4), third subparagraph, of Directive 2004/109/EC also empowers the Commission to take the necessary decisions on the equivalence of accounting standards that are used by third- country issuers. In order to reflect the inclusion of the sustainability requirements in Directive 2004/109/EC, the Commission should be empowered to establish a mechanism for the determination of equivalence of sustainability reporting standards applied by third-country issuers of securities. For the same reason, the Commission should also be empowered to take the necessary decisions on the equivalence of sustainability reporting standards that are used by third-country issuers. Those amendments will ensure consistent equivalence regimes for sustainability reporting obligations and for financial reporting obligations regarding the annual financial report. The Commission’s powers must in any event not encroach upon the competences of Member States.
Amendment 89 #
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 possible with the definition of ‘sustainability factors’ laid down in Regulation (EU) 2019/2088. That list should also correspond to the needs and expectations of financial sector users and undertakings themselves, who often use the terms ‘environmental’, ‘social’ and ‘governance’ as a means to categorise the three main sustainability matters in that sector. 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 92 #
Proposal for a directive
Recital 27 a (new)
Recital 27 a (new)
(27a) As is apparent from their wording, under no circumstances should the UN Guiding Principles on Business and Human Rights be interpreted as imposing new obligations of international law;
Amendment 96 #
Proposal for a directive
Recital 33
Recital 33
(33) No existing standard or framework satisfies the Union’s needs for detailed sustainability reporting by itself. 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 other obligations under Union law to disclose sustainability information, including obligations laid down in Regulation (EU) 2020/852 and Regulation (EU) 2019/2088. 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, enabling their rapid adoption and ensuring that the content of sustainability reporting standards are consistent with the Union’s needs. These standards are not binding, as the Commission does not have legislative powers; such powers are held by Parliament and the Council.
Amendment 97 #
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. 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. Those reporting standards should take account of the size of the undertaking so that they do not impose a disproportionate bureaucratic burden.
Amendment 99 #
Proposal for a directive
Recital 36
Recital 36
(36) Sustainability reporting standards should take account of the Commission guidelines on non-financial reporting60 and the Commission guidelines on reporting climate-related information61. However, these guidelines are not binding, since they are not issued by an institution with legislative powers. They should also take account of other reporting requirements in Directive 2013/34/EU not directly related to sustainability, with the aim of providing the users of the reported information with a better understanding of the development, performance, position and impact of the undertaking, by maximising the links between the sustainability information and other information reported in accordance with Directive 2013/34/EU. _________________ 60 2017/C 215/01. 2017/C 215/01. 61 2019/C 209/01.
Amendment 102 #
Proposal for a directive
Recital 38
Recital 38
(38) In its communication on the European Green Deal, the European Commission committed to support businesses and other stakeholders in developing standardised natural capital accounting practices within the Union and internationally, with the aim of ensuring appropriate management of environmental risks and mitigation opportunities, and reduce related transaction costs. The Transparent Project sponsored under the LIFE programme is developing the first natural capital accounting methodology, which will make existing methods easier to compare and more transparent while lowering the threshold for companies to adopt and use the systems in support of future-proofing their business. The Natural Capital Protocol is also an important reference in this field. While natural capital accounting methods serve principally to strengthen internal management decisions, they should be duly considered when establishing sustainability reporting standards, if the above-mentioned Transparent Project and Natural Capital Protocol are made binding, once the pilot phases have been completed. Some natural capital accounting methodologies seek to assign a monetary value to the environmental impacts of companies’ activities, which may help users to better understand those impacts. It is therefore appropriate that sustainability reporting standards should be able to include monetised indicators of sustainability impacts if that is deemed necessary, once the above-mentioned projects have been validated.
Amendment 103 #
Proposal for a directive
Recital 39
Recital 39
(39) Sustainability reporting standards should also take account of internationally recognised principles and frameworks on responsible business conduct, corporate social responsibility, and sustainable development, including the UN Sustainable Development Goals, the UN Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, the OECD Due Diligence Guidance for Responsible Business Conduct and related sectoral guidelines, the UN Global Compact, the Tripartite Declaration of Principles of the International Labour Organisation concerning Multinational Enterprises and Social Policy, the ISO 26000 standard on social responsibility, and the UN Principles for Responsible Investment, although those instruments are not binding.
Amendment 104 #
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. 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. These reporting standards must take into account the size of the undertaking, so that they do not pose an excessive burden for small and medium-sized enterprises.
Amendment 119 #
Proposal for a directive
Recital 51
Recital 51
(51) Article 20 of Directive 2013/34/EU requires undertakings with securities listed on regulated markets to include a corporate governance statement in their management report, which has to contain among other information a description of the diversity policy applied by the undertaking in relation to its administrative, management and supervisory bodies. Article 20 of Directive 2013/34/EU leaves flexibility to undertakings to decide what aspects of diversity they report on. It does not explicitly oblige undertakings to include information on any particular aspect of diversity. In order progress towards a more gender-balanced participation in terms of non- discrimination on grounds of sex in economic decision-making, it is necessary to ensure that undertakings with securities listed on regulated markets always report on their gender diversity policiespolicies on non-discrimination on grounds of sex and the implementation thereof. However, to avoid unnecessary administrative burden, those undertakings should have the possibility to report some of the information required by Article 20 of Directive 2013/34/EU alongside other sustainability-related information.
Amendment 123 #
Proposal for a directive
Recital 51
Recital 51
(51) Article 20 of Directive 2013/34/EU requires undertakings with securities listed on regulated markets to include a corporate governance statement in their management report, which has to contain among other information a description of the diversity policy applied by the undertaking in relation to its administrative, management and supervisory bodies. Article 20 of Directive 2013/34/EU leaves flexibility to undertakings to decide what aspects of diversity they report on. It does not explicitly oblige undertakings to include information on any particular aspect of diversity. In order progress towards a more gender-balanced participation in terms of non- discrimination for reasons of gender in economic decision-making, it is necessary to ensure that undertakings with securities listed on regulated markets always report on their gender diversity policiespolicies regarding non- discrimination for reasons of gender and the implementation thereof. However, to avoid unnecessary administrative burden, those undertakings should have the possibility to report some of the information required by Article 20 of Directive 2013/34/EU alongside other sustainability-related information.
Amendment 140 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19 a – paragraph 2 – subparagraph 1 – point a – point i
Article 19 a – paragraph 2 – subparagraph 1 – point a – point i
Amendment 142 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directiva 2013/34/UE
Article 19 a – paragraph 2 – subparagraph 1 – point a – point ii
Article 19 a – paragraph 2 – subparagraph 1 – point a – point ii
(ii) the opportunitiestrengths, weaknesses, opportunities and threats for the undertaking related to sustainability matters;
Amendment 151 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19 a – paragraph 1
Article 19 a – paragraph 1
1. Large undertakings and, as of 1 January 2026, small and medium-sized undertakings which are undertakings refshall include in the management report, or other red to in Article 2, point (1), point (a), shall include in the management reportports in keeping with the preferences of the Member States, 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. As of 1 January 2026, the appropriateness of extending these provisions to the small and medium-sized enterprises referred to in Article 2, point (1), point (a) shall be assessed.
Amendment 160 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19 a – paragraph 2 – subparagraph 1 – point a – point i
Article 19 a – paragraph 2 – subparagraph 1 – point a – point i
Amendment 172 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19 a – paragraph 2 – subparagraph 1 – point a – point iii
Article 19 a – paragraph 2 – subparagraph 1 – point a – point iii
(iii) the plans of the undertaking to ensure that its business model and strategy are compatible with the transition to a sustainable economy and with the limiting of global warming to 1.5 °C in line with the Paris Agreement;.
Amendment 181 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 7 – subparagraph 3
Article 19a – paragraph 7 – subparagraph 3
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 anits 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 202 #
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 i
Article 19b – paragraph 2 – subparagraph 2 – point b – point i
(i) equal opportunities for all, including gender equalitynon-discrimination on grounds of sex and equal pay for equal work, training and skills development, and employment and inclusion of people with disabilities;
Amendment 209 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19 a – paragraph 2 – subparagraph 3
Article 19 a – paragraph 2 – subparagraph 3
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 shallmay, if necessary, take account of short, medium and long-term horizons.
Amendment 214 #
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, provided that they are binding following ratification by the relevant Member State, 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 conventions and the Charter of Fundamental Rights of the European Union.
Amendment 216 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19 a – paragraph 3 – subparagraph 4
Article 19 a – paragraph 3 – subparagraph 4
Member States mayshall 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 position of the undertaking, provided that such omission does not prevent a fair and balanced understanding of the undertaking's development, performance, position and impact of its activity.
Amendment 219 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19 a – paragraph 5
Article 19 a – paragraph 5
5. By way of derogation from Article 19a, paragraphs 1 to 4, small and medium sized undertakings referred to in Article 2, point (1), point (a), may voluntarily report in accordance with the sustainability reporting standards for small and medium sized undertakings referred to in Article 19c.
Amendment 225 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 3 – point a
Article 19b – paragraph 3 – point a
(a) the work of global standard-setting initiatives for sustainability reporting, and existing standards and frameworks for natural capital accounting, responsible business conduct, corporate social responsibility, and sustainable development, while differentiating those standards that are binding from that work and those frameworks which are not;
Amendment 226 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 7 – subparagraph 3
Article 19a – paragraph 7 – subparagraph 3
Amendment 226 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
(f) Commission Recommendation 2013/179/EU*12, taking into account the non-binding nature of that Recommendation;
Amendment 229 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19c – paragraph 1
Article 19c – paragraph 1
The Commission, having consulted EFRAG, shall adopt delegated acts in accordance with Article 49 to provide for sustainability reporting standards proportionate to the capacities and characteristics of small and medium-sized undertakings. Those sustainability reporting standards shall specify which information referred to in Articles 19a and 29a small and medium-sized undertakings referred to in Article 2, point (1)(a) shall report. They shall take into account the criteria set out in Article 19b, paragraphs 2 and 3. They shall also, where relevant, specify the structure in which that information shall be reported. EFRAG’s advisory opinion shall be made available to the European Parliament and the Council.
Amendment 236 #
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 – paragraph 1 – point g
Article 20 – paragraph 1 – point g
(g) a description of the diversitynon- discrimination policy applied in relation to the undertaking's administrative, management and supervisory bodies with regard to gendersex and other aspects such as, age, or educational and professional backgrounds, the objectives of that diversitynon- discrimination 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 238 #
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 a – point i
Article 29a – paragraph 2 – subparagraph 1 – point a – point i
Amendment 239 #
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 a – point ii
Article 29a – paragraph 2 – subparagraph 1 – point a – point ii
(ii) the opportunitiestrengths, weaknesses, opportunities and threats for the group related to sustainability matters;
Amendment 252 #
Proposal for a directive
Article 2 – paragraph 1 – point 3
Article 2 – paragraph 1 – point 3
Directive 2004/109/EC
Article 23 – paragraph 4 – subparagraph 3
Article 23 – paragraph 4 – subparagraph 3
‘The Commission shall, in accordance with the procedure referred to in Article 27(2), take the necessary decisions on the equivalence of accounting standards and on the equivalence of sustainability reporting standards as referred to in Article 19b of Directive 2013/34/EU which are used by third-country issuers under the conditions set out in Article 30(3). If the Commission decides, having obtained an opinion from EFRAG, that the accounting standards or the sustainability reporting standards of a third country are not equivalent, it may allow the issuers concerned to continue using such accounting standards during an appropriate transitional period.
Amendment 253 #
Proposal for a directive
Article 2 – paragraph 1 – point 3
Article 2 – paragraph 1 – point 3
Directive 2004/109/EC
Article 23 – paragraph 4 – subparagraph 4
Article 23 – paragraph 4 – subparagraph 4
In the context of the third subparagraph, the Commission shall also adopt, by means of delegated acts adopted in accordance with paragraphs 2a, 2b and 2c of Article 27, and subject to the conditions laid down in Articles 27a and 27b, measures aimed at establishing general equivalence criteria regarding accounting standards and sustainability reporting standards relevant to issuers of more than one country, having obtained an opinion from EFRAG.’;
Amendment 255 #
Proposal for a directive
Article 3 – paragraph 1 – point 7
Article 3 – paragraph 1 – point 7
Directive 2006/43/EC
Article 14 – paragraph 2 – subparagraph 3
Article 14 – paragraph 2 – subparagraph 3
The aptitude test shall be conducted in one of the official languages permitted by the language rules applicable in the host Member State concernedof the European Union. It shall cover only the statutory auditor's adequate knowledge of the laws and regulations of that host Member State in so far as it is relevant to statutory audits and assurance engagements of sustainability reporting;
Amendment 256 #
Proposal for a directive
Article 3 – paragraph 1 – point 12
Article 3 – paragraph 1 – point 12
Directive 2006/43/EC
Article 26a – paragraph 2 – subparagraph 1
Article 26a – paragraph 2 – subparagraph 1
2. The Commission shall be empowered to adopt, by means of delegated acts in accordance with Article 48a and having obtained an opinion from EFRAG, the assurance standards referred to in paragraph 1 in order to set out the procedures that the auditor shall perform in order to draw its conclusions on the assurance of sustainability reporting, including engagement planning, risk consideration and response to risks and type of conclusions to be included in the audit report.
Amendment 257 #
Proposal for a directive
Article 3 – paragraph 1 – point 12
Article 3 – paragraph 1 – point 12
Directive 2006/43/EC
Article 26a – paragraph 3
Article 26a – paragraph 3
3. Where the Commission adopts standards for reasonable assurance, the opinion referred to in Article 34(1), second subparagraph, point (aa) of Directive 2013/34/EU shall be based on a reasonable assurance engagement; however, in relation to undertakings with fewer than 50 workers the reasonable assurance engagement shall be optional.’;
Amendment 270 #
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 i
Article 19b – paragraph 2 – subparagraph 2 – point b – point i
(i) equal opportunities for all, including gender equalitynon-discrimination for reasons of gender and equal pay for equal work, training and skills development, and employment and inclusion of people with disabilities;
Amendment 288 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19c – paragraph 1
Article 19c – paragraph 1
The Commission shall, following prior consultation of EFRAG, adopt delegated acts in accordance with Article 49 to provide for sustainability reporting standards proportionate to the capacities and characteristics of small and medium- sized undertakings. Those sustainability reporting standards shall specify which information referred to in Articles 19a and 29a small and medium-sized undertakings referred to in Article 2, point (1)(a) shall report. They shall take into account the criteria set out in Article 19b, paragraphs 2 and 3. They shall also, where relevant, specify the structure in which that information shall be reported. EFRAG’s advisory opinion shall be shared with the European Parliament and the Council.
Amendment 292 #
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 – paragraph 1 – point g
Article 20 – paragraph 1 – point g
(g) a description of the diversitynon- discrimination 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 diversitynon- discrimination 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 301 #
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 a – point iii
Article 29a – paragraph 2 – subparagraph 1 – point a – point iii
(iii) the plans of the group to ensure that the group’s business model and strategy compatible with the transition to a sustainable economy and with the limiting of global warming to 1.5 °C in line with the Paris Agreement;
Amendment 325 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 3 – subparagraph 4
Article 29a – paragraph 3 – subparagraph 4
Member States mayshall 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 position of the group, provided that such omission does not prevent a fair and balanced understanding of the group's development, performance, position and impact of its activity.
Amendment 329 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 7 – subparagraph 3
Article 29a – paragraph 7 – subparagraph 3
Amendment 341 #
Proposal for a directive
Article 3 – paragraph 1 – point 7
Article 3 – paragraph 1 – point 7
Directive 2006/43/EU
Article 14 – paragraph 2 – subparagraph 3
Article 14 – paragraph 2 – subparagraph 3
The aptitude test shall be conducted in one of the languages permitted by the language rules applicable in the host Member State concernedEU official languages. It shall cover only the statutory auditor's adequate knowledge of the laws and regulations of that host Member State in so far as it is relevant to statutory audits and assurance engagements of sustainability reporting.
Amendment 342 #
Proposal for a directive
Article 3 – paragraph 1 – point 12
Article 3 – paragraph 1 – point 12
Directive 2006/43/EU
Article 26a – paragraph 3
Article 26a – paragraph 3
3. Where the Commission adopts standards for reasonable assurance, the opinion referred to in Article 34(1), second subparagraph, point (aa) of Directive 2013/34/EU shall be based on a reasonable assurance engagement; however, the reasonable assurance engagement shall be voluntary for companies with fewer than 50 employees.