37 Amendments of Sharon BOWLES related to 2013/0110(COD)
Amendment 34 #
Proposal for a directive
Recital 6 a (new)
Recital 6 a (new)
(6a) Social matters includes responsible behaviour on tax planning to ensure that a fair share of tax is paid in the right place and that aggressive tax avoidance is averted.
Amendment 40 #
Proposal for a directive
Recital 11 a (new)
Recital 11 a (new)
(11a) The European Council of 22 May 2013 called for the mandatory introduction of country-by-country reporting for all large companies and groups as part of the revision of this Directive. Therefore, in order to provide for enhanced transparency of payments made to governments, large undertakings and public interest entities should disclose material payments made to governments in the countries in which they operate. Such disclosures should be published, where possible, as an annex to the annual financial statements or to the consolidated financial statements of the undertaking concerned.
Amendment 41 #
Proposal for a directive
Recital 11 b (new)
Recital 11 b (new)
(11b) To mitigate aggressive tax planning and avoidance by EU undertakings, Member States should introduce general anti-avoidance rules (GAAR) in line with the European Commission Recommendation on Aggressive Tax Planning on the 12th December 2012 and the OECD Progress Report to the G20 on 5th September 2013. Furthermore, large undertakings in the Union should also make public a report on their aggressive tax planning systems, including other relevant information.
Amendment 43 #
Proposal for a directive
Recital 15 a (new)
Recital 15 a (new)
(15a) The supply chain of an undertaking can become disconnected from source and liability and can therefore pose significant risks not only to the undertakings themselves, but also to the wider society as a result of their business operations. It is therefore important that undertakings perform due diligence on their supply chains, including where they use sub- contractors and that these particular policies are disclosed in order to mitigate such risks and inform stakeholders of the assessments they have undertaken.
Amendment 43 #
Proposal for a directive
Title
Title
Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL amending Council Directives 78/660/EEC and 8 2013/349/EECU as regards disclosure of non-financial, specific financial and diversity information by certain large companies and groups (Text with EEA relevance)
Amendment 48 #
Proposal for a directive
Recital 3 b (new)
Recital 3 b (new)
(3b) Due to their dominant nature on the economy and the public interest, large EU companies and public interest entities have a duty of care and special responsibility to society. This special responsibility is analogous to the behavioural special responsibility of a dominant company to look at the wider impact of their actions, even if such dominance is not present in terms of a competition policy analysis. In recognition of this, large EU firms and public interest entities shall produce a 'Special Responsibility' report, made available to the public, that specifies the procedures that they have in place to address these considerations and how they stay well within the bounds of responsible corporate behaviour.
Amendment 50 #
Proposal for a directive
Article 1 – paragraph 1 – point a
Article 1 – paragraph 1 – point a
Directive 78/660/EEC
Article 46 – paragraph 1 – point b – subpoint iii a (new)
Article 46 – paragraph 1 – point b – subpoint iii a (new)
(iiia) a description of the company's due diligence policy for its administrative, management and supervisory bodies with regard to its supply chains and sub- contractors at least in the areas relating to environmental, social and employee matters, respect for human rights, anti- corruption and bribery. The description should also include the objectives of this due diligence policy, how it has been implemented and the results in the reporting period.
Amendment 53 #
Proposal for a directive
Article 1 – paragraph 1 – point 2 – point a
Article 1 – paragraph 1 – point 2 – point a
Directive 78/660/EC
Article 46a – paragraph 1 – point c a (new)
Article 46a – paragraph 1 – point c a (new)
The following point (ca) is added: (c a) In order to assess the proportionality of tax reduction methods employed by an undertaking, a description of the undertaking's tax planning arrangements should be specified which at least include: (i) aggressive tax planning arrangements including the general substance of advice received; (ii) transfer pricing arrangements and whether the transfer prices have been agreed by the revenue authorities in each of the countries concerned; (iii) permanent establishment decisions and a list of countries where the undertaking trades without having a permanent establishment; (iv) base erosion methods via interest deduction, royalties and other financial payments, including where brands are developed, where they are paid for by subsidiaries and whether they are owned by the parent company in their main operating base or if not, where domiciled for tax purposes; (v) where research and development takes place and how this is recovered from subsidiaries.
Amendment 53 #
Proposal for a directive
Recital 5
Recital 5
(5) It is also necessary to establish a certain minimum legal requirement as regards the extent of the information that should be made available to the public and other authorities by undertakings across the Union. AnnualManagement reports should give a fair and comprehensive view of an undertaking's policies, results, and risks.
Amendment 58 #
Proposal for a directive
Article 2 – paragraph 1 – point a
Article 2 – paragraph 1 – point a
Directive 83/349/EEC
Article 36 – paragraph 1 – subparagraph 4 – point iii a (new)
Article 36 – paragraph 1 – subparagraph 4 – point iii a (new)
(iiia) a description of the group's due diligence policy for its administrative, management and supervisory bodies with regard to its supply chains and sub- contractors at least in the areas relating to environmental, social and employee matters, respect for human rights, anti- corruption and bribery. The description should also include the objectives of this due diligence policy, how it has been implemented and the results in the reporting period.
Amendment 59 #
Proposal for a directive
Article 3 – paragraph 2 a (new)
Article 3 – paragraph 2 a (new)
Directive 2013/34/EU
Chapter 10 (new) – Article 41 – paragraph 6
Chapter 10 (new) – Article 41 – paragraph 6
Amendment 66 #
Proposal for a directive
Recital 6 d (new)
Recital 6 d (new)
(6d) Social matters include responsible behaviour on tax planning to ensure that a fair share of tax is paid in the right place and that aggressive tax avoidance is averted.
Amendment 71 #
Proposal for a directive
Recital 7
Recital 7
(7) In providing this information, companies mayundertakings should rely on national frameworks, EU-based frameworks such as the Eco-Management and Audit Scheme (EMAS), and international frameworks such as the United Nations (UN) Global Compact, the Guiding Principles on Business and Human Rights implementing the UN ‘"Protect, Respect and Remedy’" Framework, the Organisation for Economic Co-operation and Development (OECD) Guidelines for Multinational Enterprises, the International Organisation for Standardisation (ISO) 26000, the International Labour Organization (ILO) Tripartite Declaration of principles concerning multinational enterprises and social policy, and the Global Reporting Initiative. In the case of information provided relating to Social and Employee matters and Human Rights, the United Nations Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises should be considered the basic set of guidelines. Similarly, in the case of Environmental, Corruption and Bribery matters, the (UN) Global Compact should be considered the basic set of guidelines.
Amendment 89 #
Proposal for a directive
Recital 11
Recital 11
(11) The scope of these non-financial disclosure requirements should be defined by reference to the average number of employees, total assets and turnoverturnover of the company. SMEs should be exempted from additional requirements, and the obligation to disclose a non-financial statement in the annual report should only apply to those companies whose average number of employees exceeds 500, andundertakings who exceed either a balance sheet total of EUR 20 million or a net turnover of EUR 40 million.
Amendment 98 #
Proposal for a directive
Recital 11 a (new)
Recital 11 a (new)
(11a) The European Council of 22 May 2013 called for the mandatory introduction of country-by-country reporting for all large companies and groups as part of the revision of this Directive. Therefore, in order to provide for enhanced transparency of payments made to governments, large undertakings and public interest entities should disclose material payments made to governments in the countries in which they operate. Such disclosures should be audited.
Amendment 99 #
Proposal for a directive
Recital 11 b (new)
Recital 11 b (new)
(11b) To mitigate aggressive tax planning and avoidance by EU undertakings, Member States should introduce general anti-avoidance rules (GAAR) in line with the European Commission Recommendation on Aggressive Tax Planning on the 12th December 2012 and the OECD Progress Report to the G20 on 5th September 2013. Furthermore, large undertakings in the Union should also make public a report on their aggressive tax planning systems, including other relevant information.
Amendment 103 #
Proposal for a directive
Recital 15 a (new)
Recital 15 a (new)
(15a) The supply chain of an undertaking can become disconnected from source and liability and can therefore pose significant risks not only to the undertakings themselves, but also to the wider society as a result of their business operations. It is therefore important that undertakings perform due diligence on their supply chains, including where they use sub- contractors and that these particular policies are disclosed in order to mitigate such risks and inform stakeholders of the assessments they have undertaken.
Amendment 114 #
Proposal for a directive
Recital 19
Recital 19
(19) Directives 78/660/EEC and 8 2013/349/EECU should therefore be amended accordingly,
Amendment 115 #
Proposal for a directive
Article 1 – title
Article 1 – title
Amendments to Directive 78/660/EEC2013/34/EU
Amendment 116 #
Proposal for a directive
Article 1 – introductory part
Article 1 – introductory part
Directive 78/660/EEC2013/34/EU is amended as follows:
Amendment 121 #
Proposal for a directive
Article 1 – point 1 – point a
Article 1 – point 1 – point a
Directive 78/660/EEC
Article 46 – paragraph 1 – point b – subparagraph 1 – introductory wording
Article 46 – paragraph 1 – point b – subparagraph 1 – introductory wording
For companies whose average number of employees during the financial year exceeds 500 andundertakings who, on their balance sheet dates, exceed either a balance sheet total of EUR 20 million or a net turnover of EUR 40 million, the review shall also include a non-financial statement containing information relating to at least environmental, social and employee matters, respect for human rights, anti- corruption and bribery matters, including:
Amendment 134 #
Proposal for a directive
Article 1 – point 1 – point a
Article 1 – point 1 – point a
Directive 78/660/EEC
Article 46 – paragraph 1 – point b – subparagraph 1 – point iii c (new)
Article 46 – paragraph 1 – point b – subparagraph 1 – point iii c (new)
(iiic) a description of the company's due diligence policy for its administrative, management and supervisory bodies with regard to its supply chains and sub- contractors at least in the areas relating to environmental, social and employee matters, respect for human rights, anti- corruption and bribery. The description should also include the objectives of this due diligence policy, how it has been implemented and the results in the reporting period.
Amendment 136 #
Proposal for a directive
Article 1 – point 1 – point a
Article 1 – point 1 – point a
Directive 78/660/EEC
Article 46 – paragraph 1 – point b – subparagraph 2
Article 46 – paragraph 1 – point b – subparagraph 2
Where a company does not pursue policies in relation to one or more of these matters, it shall provide an clear and reasoned explanation for not doing so.
Amendment 139 #
Proposal for a directive
Article 1 – point 3 a (new)
Article 1 – point 3 a (new)
Directive 2013/34/EU
Article 2 – point 16a (new)
Article 2 – point 16a (new)
Amendment 139 #
Proposal for a directive
Article 1 – point 1 – point a
Article 1 – point 1 – point a
Directive 78/660/EEC
Article 46 – paragraph 1 – point b – subparagraph 3
Article 46 – paragraph 1 – point b – subparagraph 3
In providing suchthe information the company mayrequired by the first subparagraph, undertakings should rely on national, EU-based or international frameworks and, if so,. The undertaking shall specify which frameworks it has relied upon.
Amendment 144 #
Proposal for a directive
Article 1 – point 3 a – point a (new)
Article 1 – point 3 a – point a (new)
Directive 2013/34/EU
Article 20 – paragraph 1 – point ca (new)
Article 20 – paragraph 1 – point ca (new)
(3a) Article 20 is amended as follows: (a) In paragraph 1, the following point is inserted: ‘ca. Member States shall require large undertakings and all public-interest entities to publicly disclose annually a country-by-country report on a consolidated basis for the financial year. These obligations shall not apply to any undertaking governed by the law of a Member State which is a subsidiary or parent undertaking, where both of the following conditions are fulfilled: (a) the parent undertaking is subject to the laws of a Member State; and (b) the country-by-country report made by the undertaking are included in the consolidated report on payment to governments drawn up by that parent undertaking in accordance with Article 39. The information referred to in paragraph 1 shall be audited in accordance with Directive 2006/43/EC. The Commission shall conduct a general assessment report as regards potential economic consequences of the public disclosure of the country-by-country report, including the impact on competitiveness and investment and may consider making this information available to the competent tax authorities only in the case of a negative assessment. The Commission shall submit its report to the Council and the European Parliament by 31 December 2015.’
Amendment 148 #
Proposal for a directive
Article 1 – point 3 a – point b (new)
Article 1 – point 3 a – point b (new)
Directive 2013/34/EU
Article 20 – paragraph 3
Article 20 – paragraph 3
(b) Paragraph 3 is replaced by the following: '3. The statutory auditor or audit firm shall express an opinion in accordance with the second subparagraph of Article 34(1) regarding information prepared under points (c), (ca), (cb) and (d) of paragraph 1 of this Article and shall check that the information referred to in points (a), (b), (e), (f), and (g) of paragraph 1 and paragraph 1a of this Article has been provided.'
Amendment 155 #
Proposal for a directive
Article 1 – paragraph 1 – point 2 – point b – introductory part
Article 1 – paragraph 1 – point 2 – point b – introductory part
Directive 78/660/EEC
Article 46 a – paragraph 4
Article 46 a – paragraph 4
(b) The following paragraph 4oint (ca) is added:
Amendment 160 #
Proposal for a directive
Article 2 – point 1 – point a
Article 2 – point 1 – point a
Directive 83/349/EEC
Article 36 – paragraph 1 – subparagraph 3 – introductory wording
Article 36 – paragraph 1 – subparagraph 3 – introductory wording
For parent undertakings of undertakings to be consolidated that together exceed an average number of 500 employees during the financial year, andthe purposes of paragraph 1 of this Article, the review of parent undertakings of a large group, who, on their balance sheet dates, exceed either a balance sheet total of EUR 20 million or a net turnover of EUR 40 million, the review shall also include a non- financial statement containing information relating to at least environmental, social and employee matters, respect for human rights, anti- corruption and bribery matters, including the following:
Amendment 168 #
Proposal for a directive
Article 2 – point 1 – point a
Article 2 – point 1 – point a
Directive 83/349/EC
Article 36 – paragraph 1 – subparagraph 3 – point iii c (new)
Article 36 – paragraph 1 – subparagraph 3 – point iii c (new)
(iiic) a description of the group's due diligence policy for its administrative, management and supervisory bodies with regard to its supply chains and sub- contractors at least in the areas relating to environmental, social and employee matters, respect for human rights, anti- corruption and bribery. The description should also include the objectives of this due diligence policy, how it has been implemented and the results in the reporting period.
Amendment 170 #
Proposal for a directive
Article 2 – point 1 – point a
Article 2 – point 1 – point a
Directive 83/349/EEC
Article 36 – paragraph 1 – subparagraph 4
Article 36 – paragraph 1 – subparagraph 4
Where the undertakings included in the consolidation taken as a whole dogroup does not pursue policies in relation to one or more of these matters, the companyreview shall provide an clear and reasoned explanation for not doing so.
Amendment 174 #
Proposal for a directive
Article 2 – point 1 – point a
Article 2 – point 1 – point a
Directive 83/349/EEC
Article 36 – paragraph 1 – subparagraph 5
Article 36 – paragraph 1 – subparagraph 5
In providing suchthe information the consolidated annual report mayset out in the first subparagraph, the parent undertaking shall rely on national, EU- based or international frameworks and if so, shall specify which frameworks it has relied upon.
Amendment 176 #
Proposal for a directive
Article 2 a (new) – point a
Article 2 a (new) – point a
Directive 2013/34/EU
Article 2 – point 16 a (new)
Article 2 – point 16 a (new)
Amendment 189 #
Proposal for a directive
Article 2 a (new) – point e
Article 2 a (new) – point e
Directive 2013/34/EU
Article 20 – paragraph 1 – point c a (new)
Article 20 – paragraph 1 – point c a (new)
(e) In Article 20(1), the following point is inserted: (ca) In order to assess the proportionality of tax reduction methods employed by an undertaking, a description of the undertaking's tax planning arrangements should be specified which at least include: (i) aggressive tax planning arrangements including the general substance of advice received; (ii) transfer pricing arrangements and whether the transfer prices have been agreed by the revenue authorities in each of the countries concerned; (iii) permanent establishment decisions and a list of countries where the undertaking trades without having a permanent establishment; (iv) base erosion methods via interest deduction, royalties and other financial payments, including where brands are developed, where they are paid for by subsidiaries and whether they are owned by the parent company in their main operating base or if not, where domiciled for tax purposes; (v) where research and development takes place and how this is recovered from subsidiaries.
Amendment 193 #
Proposal for a directive
Article 2 a (new) – point e
Article 2 a (new) – point e
Directive 2013/34/EU
Article 20 – paragraph 1 a (new)
Article 20 – paragraph 1 a (new)
(e) In Article 20, the following paragraph 1 a is inserted: 1a. Member States shall require large undertakings and all public-interest entities to publicly disclose annually a country-by-country report on a consolidated basis for the financial year. These obligations shall not apply to any undertaking governed by the law of a Member State which is a subsidiary or parent undertaking, where both of the following conditions are fulfilled: (a) the parent undertaking is subject to the laws of a Member State; and (b) the country-by-country report made by the undertaking are included in the consolidated report on payment to governments drawn up by that parent undertaking in accordance with Article 39. The information referred to in paragraph 1 shall be audited in accordance with Directive 2006/43/EC. The Commission shall conduct a general assessment report as regards potential economic consequences of the public disclosure of the country-by-country report, except those entities which publically disclose in accordance with Article 42, including the impact on competitiveness and investment, and may consider recommending that this information should be available to the competent tax authorities, only in the case of a negative assessment. The Commission shall submit its report to the Council and the European Parliament by 31 December 2015.
Amendment 194 #
Proposal for a directive
Article 2 a (new) – point e
Article 2 a (new) – point e
(e) In Article 20, the following paragraph is inserted: 1a. Undertakings as defined in Article 2, paragraph 1(a), (b), and (c) and Article 3, paragraph 4 shall produce, and make public, a Special Responsibility Report which shall include: (a) procedures which take account of their special responsibility including their recognition in staff training, appraisals and alert mechanisms; (b) systems of regulatory arbitrage and, where applicable, regulatory trades procedures used for the purpose of reduction of capital or other prudential requirements; (c) where there are perceived conflicts between the stability of the company and the wider economy, this shall be reported to the competent authority.
Amendment 195 #
Proposal for a directive
Article 2 a (new) – point e
Article 2 a (new) – point e
Directive 2013/34/EU
Article 20 – paragraph 3
Article 20 – paragraph 3
(e) In Article 20, paragraph 3 is replaced by the following: '3. The statutory auditor or audit firm shall express an opinion in accordance with the second subparagraph of Article 34(1) regarding information prepared under points (c), (ca), (cb) and (d) of paragraph 1 of this Article and shall check that the information referred to in points (a), (b), (e), (f), and (g) of paragraph 1 and paragraph 1a of this Article has been provided.'