[ParlTrack]

Proposal for a directive
Article 1 – point 1

(1) Article 46 is amended as follows: Paragraph 1 is replaced by the following: '1. (a) The annual report shall include a fair review of the development and performance of the company's business and of its position, together with a description of the principal risks and uncertainties that it faces. The review shall be a balanced and comprehensive analysis of the development and performance of the company's business and of its position, consistent with the size and complexity of the business. (b) For companies whose average number of employees during the financial year exceeds 500 and, 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: (i) a description of the policy pursued by the company in relation to these matters; (ii) the results of these policies; (iii) the risks related to these matters and how the company manages those risks. Where a company does not pursue policies in relation to one or more of these matters, it shall provide an explanation for not doing so. In providing such information the company may rely on national, EU-based or international frameworks and, if so, shall specify which frameworks it has relied upon. (c) To the extent necessary for an understanding of the company's development, performance or position, the analysis shall include both financial and non-financial key performance indicators relevant to the particular business. (d) In providing its analysis, the annual report shall, where appropriate, include references to and additional explanations of amounts reported in the annual accounts.' (b) Paragraph 4 is replaced by the following: '4. Where a company prepares a comprehensive report corresponding to the same financial year relying on national, EU-based or international frameworks and which covers the information provided for in paragraph 1(b), it shall be exempt from the obligation to prepare the non-financial statement set out in paragraph 1(b), provided that such report is part of the annual report.' (c) The following paragraph 5 is added: '5. A company which is a subsidiary company shall be exempt from the obligations set out in paragraph 1(b), if the company and its subsidiaries are consolidated in the financial statements and annual report of another company and that consolidated annual report is drawn up in accordance with Article 36(1) of Directive 83/349/EEC.'deleted

2013/11/15
Committee: JURI

Alexandra THEIN

Proposal for a directive
Article 2

Amendments to Directive 83/349/EEC Directive 83/349/EEC is amended as follows: (1) Article 36 is amended as follows: (a) Paragraph 1 is replaced by the following: '1. The consolidated annual report shall include a fair review of the development and performance of the business and of the position of the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. The review shall analyse in a balanced manner the development and performance of the business and the position of the undertakings included in the consolidation taken as a whole, consistent with the size and complexity of the business. For parent undertakings of undertakings to be consolidated that together exceed an average number of 500 employees during the financial year, and, 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: – (i) a description of the policy pursued by the company in relation to these matters; – (ii) the results of these policies; – (iii) the risks related to these matters and how the company manages those risks. Where the undertakings included in the consolidation taken as a whole do not pursue policies in relation to one or more of these matters, the company shall provide an explanation for not doing so. In providing such information the consolidated annual report may rely on national, EU-based or international frameworks and if so, shall specify which frameworks it has relied upon. To the extent necessary for an understanding of such development, performance or position, the analysis shall include both financial and non- financial key performance indicators relevant to the particular business. In providing its analysis, the consolidated annual report shall, where appropriate, provide references to and additional explanations of amounts reported in the consolidated accounts. ' (b) The following paragraphs 4 and 5 are added: '4. Where a parent undertaking prepares a comprehensive report corresponding to the same financial year, referring to the whole group of consolidated undertakings, relying on national, EU- based or international frameworks and covering the information provided for in the third subparagraph of paragraph 1, the parent undertaking shall be exempt from the obligation to prepare the non- financial statement set out in the third subparagraph of paragraph 1, provided that such comprehensive report is part of the consolidated annual report. 5. A parent undertaking which is also a subsidiary undertaking shall be exempt from the obligations set out in the third subparagraph of paragraph 1, if the exempted undertaking and its subsidiaries are consolidated in the financial statements and annual report of another undertaking, and that consolidated annual report is drawn up in accordance with the third subparagraph of paragraph 1. 'rticle 2 deleted

2013/11/15
Committee: JURI

Alexandra THEIN

Proposal for a directive
Article 2 a (new) – point d

Directive 2013/34/EU
Article 19

(d) Article 19 is amended as follows: (1) Paragraph 1 is replaced by the following: '1. The management report shall include a fair review of the development and performance of the undertaking's business and of its position, together with a description of the principal risks and uncertainties that it faces. The review shall be a balanced and comprehensive analysis of the development and performance of the undertaking's business and of its position, consistent with the size and complexity of the business. (2) The following paragraphs 1a to 1c are added: '1a. For public interest entities, whose average number of employees during the financial year exceeds 500, the review shall also include a non-financial statement containing material information relating to at least environmental, social and employee matters, respect for human rights, anti- corruption and bribery matters, including: (a) a description of the policy pursued by the undertaking in relation to these matters; (b) the results of these policies; (c) the risks related to these matters and how the undertaking manages those risks. Where the public interest entity does not provide information in relation to one or more of these matters, the review shall provide an explanation for not doing so. In providing the information required by the first subparagraph, the undertaking may rely on national, EU-based or international frameworks, and if so, the undertaking shall specify which frameworks it has relied upon. 1b. To the extent necessary for an understanding of the undertaking's development, performance or position, the analysis referred to in paragraph 1 shall include both financial and non-financial key performance indicators relevant to the particular business. 1c. In providing the analysis referred to in paragraph 1, the management report shall, where appropriate, include references to, and additional explanations of, amounts reported in the annual financial statements.' (3) Paragraph 4 is replaced by the following: '4. Where an undertaking prepares a separate report corresponding to the same financial year relying on national, EU- based or international frameworks and covering the information provided for in paragraph 1a, the undertaking shall be exempted from the obligation to prepare the non-financial statement set out in paragraph 1a, provided that such separate report is published in the manner set out in Article 30 or is available on the website of the public interest entity.' (4) The following paragraph 5 is added: '5. An undertaking, which is a subsidiary undertaking, shall be exempted from the obligations set out in paragraph 1a if the undertaking and its subsidiary undertakings are included in the consolidated financial statements and consolidated management report of another undertaking and that consolidated management report is drawn up in accordance with Article 29.'

2013/11/15
Committee: JURI

Alexandra THEIN

Proposal for a directive
Article 2 a (new) – point f

Directive 2013/34/EU
Article 29 – paragraphs 1 a, 3a and 3 b (new)

(f) Article 29 is amended as follows: (a) The following paragraph is inserted: '1a. For the purposes of paragraph 1 of this Article, the review of public interest entities which are the parent undertakings of a large group, whose average number of employees during the financial year exceeds 500, 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: (a) a description of the policy pursued by the group in relation to these matters; (b) the results of these policies; (c) the risks related to these matters and how the group manages those risks. Where the group does provide information in relation to one or more of these matters, the review shall provide an explanation for not doing so. In providing the information set out in the first subparagraph, the parent undertaking may rely on national, EU- based or international frameworks, and if so, the parent undertaking shall specify which frameworks it has relied upon.' (b) The following paragraphs are added: '3a. For the purposes of paragraph 1 of this Article, where a parent undertaking prepares a comprehensive report corresponding to the same financial year and referring to the whole group, relying on national, EU-based or international frameworks and covering the information provided for in paragraph 1a, the parent undertaking shall be exempt from the obligation to prepare the non-financial statement set out in paragraph 1a, provided that such comprehensive report is part of the consolidated management report. 3b. For the purposes of paragraph 1 of this Article, a parent undertaking which is also a subsidiary undertaking shall be exempt from the obligations set out in paragraph 1a, if the exempted undertaking and its subsidiaries are included in the consolidated financial statements and consolidated management report of another undertaking and that consolidated management report is drawn up in accordance with this Article.'

2013/11/15
Committee: JURI

Alexandra THEIN

Proposal for a directive
Article 3 – paragraph 1 – subparagraph 2

Member States may provide that the provisions referred to in the first subparagraph shall first apply to undertakings governed by the law of a Member State whose transferable securities are admitted to trading on a regulated market of any Member State within the meaning of point 14 of Article 4(1) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments for the financial year starting on 1 January 201_16 , and to all other undertakings within the scope of Articles 1 and 2 for the financial year starting on 1 January 201_17 __________________ 16 First year after the transposition deadline 17 Second year after the transposition deadlinedeleted

2013/11/15
Committee: JURI

Alexandra THEIN

Proposal for a directive
Article 3 – paragraph 1 – subparagraph 3

When Member States adopt those provisions, they shall contain a reference to this Directive or be accompanied by such a reference on the occasion of their official publication. Member States shall determine how such reference is to be made.deleted

2013/11/15
Committee: JURI

6 Amendments of Alexandra THEIN related to 2013/0110(COD)

ParlTrack - 2011-2024