21.04.2021. Eiropas Komisija pieņēma vērienīgu pasākumu paketi saistībā ar ilgtspējīgām aktivitātēm Eiropas Savienībā, t.sk. ir izstrādāta jaunā Direktīva – Corporate Sustainability Reporting Directive (CSRD). Direktīva tiks attiecināta uz visiem lielajiem uzņēmumiem un visiem uzņēmumiem, kas iekļauti ES regulētajos tirgos, izņemot biržā kotētus mikrouzņēmumus.
Dalībvalstīm jātransponē Direktīva līdz 2022. gada 1. decembrim un jānodrošina, ka tās noteikumus uzņēmumi piemēros attiecībā uz finanšu gadu, kas sākas 2023. gada 1. janvārī, vai 2023. kalendārajā gadā.
Informācijai Eiropas Grāmatvežu federācijas (Accountancy Europe) 21.04.2021. informatīva vēstule biedriem:
We would like to inform you that this afternoon the European Commission (Commission) has issued a proposal for a Corporate Sustainability Reporting Directive to revise the Non-Financial Reporting Directive. The Commission will present the proposal at is high level conference on 6 May 2021.
Accountancy Europe issued two statements on the new Directive and sustainability reporting standards as a reaction to the latest developments.
The Commission’s proposal is part of the bigger Sustainable Finance package, which includes also the EU Taxonomy Climate Delegated Act and delegated acts on fiduciary duties, investment and insurance advice. The Commission adopted this set of measures as part of the efforts to achieve EU climate neutrality by 2050.
I am sharing below some key points based on the first analysis of the CSRD proposal:
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Scope
Extend the scope to all large companies, and all companies listed on EU regulated markets except listed micro-companies. The scope would include companies not established in the EU that are listed on EU regulated markets, and the EU subsidiaries of non-EU companies.
It does not impose new requirements on small and medium-sized enterprises (SMEs), except SMEs listed on EU regulated markets (requirements apply 3 years after the after the CSRD’s entry into application – so as of 1 January 2026).
SMEs with transferrable securities listed on SME growth markets or multilateral trading facilities are not included.
Sustainability reporting
Companies shall provide the following information:
- description of the business model and strategy (business model resilience, opportunities, business model compatibility with the transition to a sustainable economy; strategy implementation; stakeholders’ interests and impact on the sustainability matters)
- description of sustainability targets and progress
- description of the administrative, management and supervisory bodies with regard to sustainability matters
- description of sustainability policies
- description of the due diligence process; principle and adverse impacts and actions taken to prevent, mitigate or remediate those impacts
- description of principle risks
- indicators related to all the above.
Companies shall report on intangibles (intellectual, human, and social and relationship capital). All the above information shall contain forward-looking and retrospective, qualitative and quantitative information.
Reporting standards
Require all companies within the scope to report in accordance with EU standards.
Article 19b – Empowers the Commission to adopt EU sustainability reporting standards by means of delegated acts and specifies the requirements for their adoption (min quality criteria for information + topics a standard should cover + consider EU legislation and global standard-setting initiatives).
First set of standards by 31 October 2022 to specify information that companies should report about all sustainability matters and all reporting areas listed in Article 19a(2)
Second set of standards the latest by 31 October 2023 to specify complementary information that companies should report about sustainability matters and reporting areas and information specific to the sector in which a company operates.
Review clause – at least every 3 years.
The EC must take the technical advice of EFRAG when preparing delegated acts. ESMA has to provide an opinion on the technical advice by EFRAG (within 2 months from the date of receipt of the request from the Commission). ESMA will be involved in EFRAG’s work. The EC has to consult EU Sustainable Finance Platform and MSs Expert Group on SF, EBA, EIOPA, EEA, FRA (the European Union Agency for Fundamental Rights), ECB, the Committee of European Auditing Oversight Bodies.
SMEs and standards
The Commission will adopt standards for large companies and separate, proportionate standards for SMEs. The SME standards will be tailored to the capacities and resources of such companies. While SMEs listed on regulated markets would be required to use these proportionate standards, non-listed SMEs – which are the vast majority of SMEs – may choose to use them on a voluntary basis.
The SME standards will set a reference for companies that are within the scope of the CSRD regarding the level of sustainability information that they could reasonably request from SME suppliers and clients in their value chains. Article 19c requires the Commission to adopt sustainability reporting standards for small and medium sized companies by 31 October 2023.
Independent assurance
Require all companies within the scope to seek limited assurance for reported sustainability information, while including an option to move towards a reasonable assurance requirement at a later stage. The EC to report on the implementation of assurance requirements no later than 3 years after the entry into application of the CSRD.
The statutory auditor shall perform a limited assurance engagement; express an opinion on the compliance with the sustainability reporting requirements based on the reporting standards, including on the process carried out by the company, and on the mark-up of sustainability reporting, and on the indicators reported under the EU Taxonomy Article 8.
MSs option to allow any independent assurance services provider accredited in accordance with Regulation (EC) No 765/2008 to provide an opinion on sustainability reporting on the basis of a limited assurance engagement. MSs shall ensure that consistent requirements are set out for all persons and firms, including statutory auditors and audit firms, who are allowed to provide the opinion on the assurance of sustainability reporting.
It is proposed to amend the Audit Directive to ensure that the statutory auditors have the necessary skills and knowledge to perform assurance over sustainability reporting; extend the rules on the professional ethics, independence, objectivity, confidentiality and professional secrecy required to auditors when it comes to sustainability; ensure quality reviews and professional education; specify relevant tasks of the audit committee (in relation to assurance of sustainability reporting) clarify that the same provisions regarding the public oversight and regulatory arrangements between Member States as regards statutory audits apply to sustainability reporting.
Assurance standards
Member States shall require statutory auditors and audit firms to carry out the assurance of sustainability reporting in compliance with assurance standards adopted by the Commission. Member States shall apply national assurance standards, procedures or requirements as long as the Commission has not adopted an assurance standard covering the same subject-matter (but the prov EC has the power to adopt assurance standards via delegated acts).
Digitisation of information
Requires companies to digitally tag reported sustainability information in accordance with a digital taxonomy.
Location of disclosures
A company has to report sustainability information in the management report (MS option to allow companies to disclose sustainability information in a separate report is proposed to be removed).
This provision is supposed to help clarify the role of national competent authorities when it comes to supervision of sustainability reporting (as part of the management report).
Transposition and application dates
Member States shall transpose the Directive by 1 December 2022 and ensure that its provisions apply to companies for the financial year starting on 1 January 2023 or during the calendar year 2023.