64 Amendments of Manuel PIZARRO related to 2021/0104(COD)
Amendment 53 #
Proposal for a directive
Recital 1
Recital 1
(1) In its communication on the European Green Deal adopted on 11 December 201930 , the European Commission made a commitment to review the provisions concerning non-financial reporting of Directive 2013/34/EU of the European Parliament and of the Commission.31 The European Green Deal is the European Union’s new growth strategy. It aims to transform the Union into a modern, resource-efficient and competitive economy with no net emissions of greenhouse gases by 2050. It also aims to protect, conserve and enhance the Union's natural capital, and protect the health and well-being of citizens from environment-related risks and impacts. The European Green Deal aims at decoupling economic growth from resource use, and ensuring that all regions and citizens of the Union participate in a socially just transition to a sustainable economic system. It will contribute to the objective of building an economy that works for the people, strengthening the EU’s social market economy, helping to ensure that it is future-ready and that it delivers stability, quality jobs, growth and investment. These goals are especially important considering the socio-economic damage caused by the COVID-19 pandemic and the need for a sustainable, inclusive and fair recovery. In its proposal of 4 March 2020 for a European Climate Law, the European Commission proposed to make the objective of climate neutrality by 2050 binding in the Union.32 _________________ 30 COM(2019) 640 final. 31 Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19). 32 Proposal for a Regulation of the European Parliament and of the Council establishing the framework for achieving climate neutrality and amending Regulation (EU) 2018/1999 (European Climate Law) [2020/0036 (COD)]
Amendment 54 #
Proposal for a directive
Recital 2 a (new)
Recital 2 a (new)
(2a) Diversity on company boards contributes to better decision making, corporate governance and resilience in high-risk undertakings.1a Workers’ representatives as well as more women on boards would promote the sustainable development of undertakings. _________________ 1a COM(2020) Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions A Union of Equality: Gender Equality: Strategy2020-2025,5.3.2020
Amendment 57 #
Proposal for a directive
Recital 7
Recital 7
(7) Many stakeholders consider the term ‘non-financial’ to be inaccurate, in particular because it implies that the information in question has no financial relevance. Increasingly, however, the information in question does have financial relevance. Many organisations, initiatives and practitioners in this field refer to ‘sustainability’ information. It is therefore preferable to use the term ‘sustainability information’ in place of ‘non-financial information’. Directive 2013/34/EU should therefore be amended to take account of this change in terminology and to align sustainability reporting standards with financial reporting standards.
Amendment 59 #
Proposal for a directive
Recital 8
Recital 8
(8) The ultimate beneficiaries of better sustainability reporting by undertakings are individual citizens and savers. Savers who want to invest sustainably will have the opportunity to do so, while all citizens should benefit from a stable, sustainable, transparent 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 reputation and investments and the impacts of those investments on people, in particular workers and local communities, 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, in particular workers and local communities, 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, social partners, environmental agencies and non-governmental organisations may use such information, in particular on an aggregate basis, to monitor environmental and social trends, to contribute to environmental accounts and social progress, 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 64 #
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 community. That increase in demand is driven by the changing nature of risks to undertakings and growing investor awareness of the financial and reputational 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 child and forced labour, discrimination and 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 increase is 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 exposed the vulnerabilities of workers and of undertaking’s, particularly women and informal workers, and of undertaking’s due diligence along the supply and 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 70 #
Proposal for a directive
Recital 12
Recital 12
(12) In the absence of policy action, 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 and for trade unions to engage in sustainability matters.
Amendment 75 #
Proposal for a directive
Recital 15
Recital 15
(15) Articles 19a and 29a of Directive 2013/34/EU apply to large undertakings that are public-interest entities with an average number of employees in excess of 500, and to public-interest entities that are parent undertakings of a large group with an average number of employees in excess of 500 on a consolidated basis, respectively. In view of the growth of users’ needs for sustainability information, additional categories of undertakings should be required to report such information. It is therefore appropriate to require all large undertakings and all undertakings listed on regulated markets, except micro undertakings, to report detailed sustainability information. In addition, all undertakings that are parent undertakings of large groups should prepare sustainability reporting at group level based on individual reports by subsidiary undertakings.
Amendment 78 #
Proposal for a directive
Recital 16
Recital 16
(16) The requirement that also large non-listed undertakings should disclose information on sustainability matters is mainly driven by concerns about the impacts and accountability of such undertakings, including through their supply and value chain. In this respect, all large undertakings should be subject to the same requirements to report sustainability information publicly to ensure a level playing field. In addition, financial market participants also need information from those large non-listed undertakings.
Amendment 82 #
Proposal for a directive
Recital 18
Recital 18
(18) Considering the growing relevance of sustainability-related risks and taking into account that small and medium-sized enterprises (SMEs) listed on regulated markets comprise a significant proportion of all listed undertakings in the Union, in order to ensure investor protection with SME enterprises making up 99 per cent of all enterprises in the EU2a, in order to ensure investor protection as well as due diligence with regard to the environment and human rights it is appropriate to require that also those SMEs disclose information on sustainability matters. The introduction of this requirement will help to ensure that financial market participants can include smaller listed undertakings in investment portfolios on the basis that they report the sustainability information that financial market participants need. It will therefore help to protect and enhance the access of smaller listed undertakings to financial capital, and avoid discrimination against such undertakings on the part of financial market participants and will ensure a level playing field. The introduction of this requirement is also necessary to ensure that financial market participants have the information they need from investee undertakings to be able to comply with their own sustainability disclosure requirements laid down in Regulation (EU) 2019/2088. SMEs listed on regulated markets should, however, be provided with sufficient time to prepare for the application of the requirement to report sustainability information, due to their smaller size and more limited resources, and taking account of the difficult economic circumstances created by the COVID-19 pandemic. They should also be given the possibility to report according to standards that are proportionate to the capacities and resources of SMEs. Non- listed SMEs can also choose to use these proportionate standards on a voluntary basis. The SME standards will set a reference for undertakings that are within the scope of the Directive regarding the level of sustainability information that they could reasonably request from SME suppliers and clients in their supply and value chains. _________________ 2a https://ec.europa.eu/growth/smes_en
Amendment 86 #
Proposal for a directive
Recital 21
Recital 21
(21) Articles 19a(3) and 29a(3) of Directive 2013/34/EU currently exempt all subsidiary undertakings from the obligation to report non-financial information where such undertakings and their subsidiary undertakings are included in the consolidated management report of their parent undertaking, provided this includes the required non-financial information. It is necessary, however to ensure that sustainability information is easily accessible for users, and to bring transparency about which is the parent undertaking of the exempted subsidiary undertaking which is reporting at consolidated level. It isfor the whole undertaking and its subsidiaries. In this regard, the refpore necessary to require those subsidiary undertakings to publish the consolidated management report of their parent undertaking and to include a reference in their management report to the fact that they are exempted from reporting sustainability information. That exemption should also apply where the parent undertaking reporting at consolidated level is a third country undertaking reporting sustainability information in accordance with the requirements of this Directive or in a manner equivalent to EU sustainability reporting standards.ts made by subsidiary undertakings should be added to the undertakings’ own report to generate an aggregate, public overview country-by- country similar to the transparency requirements set out in the public- Country-by-Country Directive1a. _________________ 1a Directive(EU) 2021/2101 of the European Parliament and of the Council of 24 November 2021amending Directive 2013/34/EU as regards disclosure of income tax information by certain undertakings and branches
Amendment 87 #
Proposal for a directive
Recital 23
Recital 23
(23) Credit institutions and insurance undertakings play a key role in the transition towards a fully sustainable and inclusive economic and financial system in line with the European Green Deal. They can have significant positive and negative impacts via their lending, investment and underwriting activities. Credit institutions and insurance undertakings other than those that are required to comply with Directive 2013/34/EU, including cooperatives and mutual undertakings, should therefore be subject to sustainability reporting requirements provided that they meet certain size criteria. Users of that information would thus be enabled to assess both the impacts of these undertakings on society and the environment and the risks arising from sustainability matters that these undertakings could face. To ensure coherence with the reporting requirements of Council Directive 86/635/EEC50 on the annual accounts and consolidated accounts of banks and other financial institutions, sustainability reporting Member States may choose not to apply sustainability reporting requirements to credit institutions listed in Article 2(5) of Directive 2013/36/EU of the European Parliament and of the Council51 . _________________ 50 Council Directive 86/635/EEC of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions (OJ L 372, 31.12.1986, p. 1). 51 Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338).
Amendment 88 #
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 and the existing standards of the international Global Reporting Initiative (GRI). That list should also correspond to the needs and expectations of users and undertakings themselves, who often use the terms ‘environmental’, ‘social’ and ‘governance’ as a means to categorise the three main sustainability matters. 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. The list is a minimum requirement, which will not lower existing national reporting requirements.
Amendment 90 #
Proposal for a directive
Recital 26
Recital 26
(26) Articles 19a(1) and 29a(1) of Directive 2013/34/EU require undertakings to disclose information about five reporting areas: business model, policies (including due diligence processes implemented), the outcome of those policies, risks and risk management, and key performance indicators relevant to the business. Article 19a(1) of Directive 2013/34/EU does not contain explicit references to other reporting areas that users of information consider relevant, some of which align with disclosures included in international frameworks, including the recommendations of the Task Force on Climate-related Financial Disclosures. Disclosure requirements should be specified in sufficient detail to ensure that undertakings report information on their resilience to risks related to sustainability matters. In addition to the reporting areas identified in Articles 19a(1) and 29a(1) of Directive 2013/34/EU, undertakings should therefore be required to disclose information about their business strategy and the resilience of the business model and strategy to risks related to sustainability matters, any plans they may have to ensure that their business model and strategy are compatible with the transition to a sustainable and climate- neutral economy; whether and how their business model and strategy ensure decent work, fair wages, rights of workers and trade unions and take account of the interests of the undertaking’s stakeholders; any opportunities for the undertaking arising from sustainability matters; the implementation of the aspects of the business strategy which affect, or are affected by sustainability matters; any sustainability targets set by the undertaking and the progress made towards achieving them; the role of the board and management with regard to sustainability matters; the principal actual and potential adverse impacts connected with the undertaking’s activities; and how the undertaking has identified the information that they report on. Once the disclosure of elements such as targets and the progress towards achieving them is required, the separate requirement to disclose the outcomes of policies is no longer necessary.
Amendment 91 #
Proposal for a directive
Recital 27
Recital 27
(27) To ensure consistency with international instruments such as the UN Guiding Principles on Business and Human Rights and the OECD Due Diligence Guidance for Responsible Business Conduct, the due diligence disclosure requirements should be specified in greater detail than is the case in Article 19a(1), point (b), and Article 29a(1), point (b) of Directive 2013/34/EU. Due diligence is the process that undertakings carry out to identify, prevent, mitigate and remediate the principal actual and potential adverse impacts connected with their activities and identifies how they address those adverse impacts. Impacts connected with an undertaking’s activities include impacts directly caused by the undertaking, impacts to which the undertaking contributes, and impacts which are otherwise linked to the undertaking’s supply and value chain. The due diligence process, notably human rights and environmental due diligence, concerns the whole value chain of the undertaking including its own operations, its products and services, its business relationships and its supply chains. In alignment with the UN Guiding Principles on Business and Human Rights, an actual or potential adverse impact is to be considered principal where it measures among the greatest impacts connected with the undertaking’s activities based on: the gravity of the impact on people or the environment; the number of individuals that are or could be affected, or the scale of damage to the environment; and the ease with which the harm could be remediated, restoring the environment or affected people to their prior state.
Amendment 94 #
Proposal for a directive
Recital 29
Recital 29
(29) Articles 19a(1) and 29a(1) of Directive 2013/34/EU do not specify whether the information to be reported is to be forward looking or information about past performance. There is currently a lack of forward-looking disclosures, which users of sustainability information especially value. Articles 19a and 29a of Directive 2013/34/EU should therefore specify that the sustainability information reported shall include forward-looking and retrospective, and both qualitative and quantitative information. Reported sustainability information should also take into account short, medium and long-term time horizons and contain information about the undertaking’s whole value chain, including its own operations, its products and services, its business relationships, and its supply chain, as appropriate. Information about the undertaking’s whole value chain would include information related to its value chain within the EU and information that covers third countries if the undertaking’s value chain extends outside the EU.
Amendment 98 #
Proposal for a directive
Recital 34
Recital 34
(34) The European Financial Reporting Advisory Group (EFRAG) is a non-profit association established under Belgian law that serves the public interest by providing advice to the Commission on the endorsement of international financial reporting standards. EFRAG has established a reputation as a European centre of expertise on corporate reporting, and is well placed to foster coordination between European sustainability reporting standards and international initiatives that seek to develop standards that are consistent across the world. In March 2021, a multi-stakeholder task force set up by EFRAG published recommendations for the possible development of sustainability reporting standards for the European Union. Those recommendations contain proposals to develop a coherent and comprehensive set of reporting standards, covering all sustainability matters from a double-materiality perspective. Those recommendations also contain a detailed roadmap for developing such standards, and proposals for mutually reinforcing cooperation between global standard- setting initiatives and standard-setting initiatives of the European Union. In March 2021, the EFRAG President published recommendations for possible governance changes to EFRAG if it were to be asked to develop technical advice about sustainability reporting standards. These recommendations include offsetting up within EFRAG a new sustainability reporting pillar while not significantly modifying the existing financial reporting pillar. When adopting sustainability reporting standards, the Commission should take account of technical advice that EFRAG will develop. In order to ensure high-quality standards that contribute to the European public good and meet the needs of undertakings and of users of the information reported, EFRAG’s technical advice should be developed with proper due process, public oversight and transparency, accompanied by cost benefit analyses, and be based on and developed with the expertise of relevant stakeholdera broad consultation involving social partners, consumer organisations, NGOs and other relevant stakeholders, who should be able to participate in the standard setting process on equal footing and without fees. To ensure that Union sustainability reporting standards take account of the views of the Member States of the Union, before adopting the standards the Commission should consult the Member State Expert Group on Sustainable Finance referred to in Article 24 of Regulation (EU) 2020/852 on EFRAG’s technical advice. The European Securities and Markets Authority (ESMA) plays a role in drafting regulatory technical standards pursuant to Regulation (EU) 2019/2088 and there needs to be coherence between those regulatory technical standards and sustainability reporting standards. According to Regulation (EU) No 1095/2010 of the European Parliament and of the Council54 , ESMA also plays a role in promoting supervisory converge in the enforcement of corporate reporting by issuers whose securities are listed on EU regulated markets and who will be required to use these sustainability reporting standards. Therefore, ESMA should be required to provide an opinion on EFRAG’s technical advice. This opinion should be provided within two months from the date of receipt of the request from the Commission. In addition, the Commission should consult the European Banking Authority, the European Insurance and Occupational Pensions Authority, the European Environment Agency, the European Union Agency for Fundamental Rights, the European Central Bank, the Committee of European Auditing Oversight Bodies and the Platform on Sustainable Finance to ensure that the sustainability reporting standards are coherent with relevant Union policy and legislation. Where any of those bodies decide to submit an opinion, they shall do so within two months from the date of being consulted by the Commission. _________________ 54 Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331, 15.12.2010, p. 84).
Amendment 108 #
Proposal for a directive
Recital 43
Recital 43
(43) Sustainability reporting standards should specify the information that undertakings should disclose on social factors, including employee factorsworkers' rights, diversity, inclusion, gender equality and human rights. Such information should cover the impacts of undertakings on people, includingespecially its workers and local communities and on human health in general. The information that undertakings disclose about human rights should include information about forced labour and child labour in their value chains where relevant. Reporting standards that address social factors should specify the information that undertakings should disclose with regard to the principles of the European Pillar of Social Rights that are relevant to businesses, , including equal opportunities for all and decent working conditions. The European Pillar of Social Rights Action Plan adopted in March 2021 calls for stronger requirements on undertakings to report on social issues. The reporting standards should also specify the information that undertakings should disclose with regard to the human rights, fundamental freedoms, democratic principles and standards established in the International Bill of Human Rights and other core UN human rights conventions, such as the UN Convention on the Rights of Persons with Disabilities and the UN Convention on the Rights of the Child and the UN Declaration on the Rights of Indigenous Peoples, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, the fundamental conventions of the International Labour Organisation, and the Charter of Fundamental Rights of the European Union.
Amendment 112 #
Proposal for a directive
Recital 43 a (new)
Recital 43 a (new)
(43a) Also anti-discrimination and gender equality are an integral part of sustainability matters, they are often underreported with significant negative impacts on equal opportunities on the labour market and the governance of enterprises as well as society as a whole. Hence, they need to be integrated in sustainability reporting standards.
Amendment 113 #
Proposal for a directive
Recital 44
Recital 44
(44) Users need information about governance factors, including information on the role of an undertaking’s administrative, management and supervisory bodies, including with regard to sustainability matters, the composition of such bodies, and an undertaking’s internal control and risk management systems, including in relation to the reporting process. Users also need information about undertakings’ corporate culture and, notably equal opportunities, anti- discrimination and inclusive measures, prevention of work-place violence and harassment as well as the undertaking’s approach to business ethics, including anti- corruption and anti-bribery, and about their political engagements, including lobbying activities. Information about the management of the undertaking and the quality of relationships with business partners, including payment practices relating to the date or period for payment, the rate of interest for late payment or the compensation for recovery costs referred to in Directive 2011/7/EU of the European Parliament and of the Council62 on late payment in commercial transactions, helps users to understand an undertaking’s risks as well as its impacts on sustainability matters. Every year, thousands of businesses, especially SMEs, suffer administrative and financial burdens because they are paid late, or not at all. Ultimately, late payments lead to insolvency and bankruptcy, with destructive effects on entire value chains. Increasing information about payment practices should empower other undertakings to identify prompt and reliable payers, detect unfair payment practices, access information about the businesses they trade with, and negotiate fairer payment terms. _________________ 62 Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011 on combating late payment in commercial transactions (OJ L 48, 23.2.2011, p. 1).
Amendment 114 #
Proposal for a directive
Recital 47
Recital 47
(47) To meet the information needs from users in a timely manner, and in particular given the urgency to meet the information needs of financial market participants subject to the requirements laid down in the delegated acts adopted pursuant to Article 4, paragraphs 6 and 7 of Regulation (EU) 2019/2088, the Commission should adopt a first set of reporting standards by 31 October 2022. That set of reporting standards should specify the information that undertakings should disclose with regard to all reporting areas and sustainability matters, and that financial market participants need to comply with the disclosure obligations laid down in Regulation (EU) 2019/2088. The Commission should adopt a second set of reporting standards at the latest by 31 October 2023, specifying complementary information that undertakings should disclose about sustainability matters and reporting areas where necessary, and information that is specific to the sector in which an undertaking operates. The Commission should review the standards every 3 years to take account of relevant developments, including the development of international standards, and the list of high-risk sectors based on a delegated act every two years.
Amendment 117 #
Proposal for a directive
Recital 48
Recital 48
(48) Directive 2013/34/EU does not require that the financial statements or the management report are provided in a digital format, which hinders the findability and usability of the reported information. Users of sustainability information increasingly expect such information to be findable and machine- readable in digital formats and fully accessible, notably for persons with disabilities following Directive 2019/882. Digitalisation creates opportunities to exploit information more efficiently and holds the potential for significant cost savings for both users and undertakings. Undertakings should therefore be required to prepare their financial statements and their management report in XHTML format in accordance with Article 3 of Commission Delegated Regulation (EU) 2019/815,63 and to mark- up sustainability information, including the disclosures required by Article 8 of Regulation (EU) 2020/852, in accordance with that Delegated Regulation. A digital taxonomy to the Union sustainability reporting standards will be necessary to allow for the information reported to be tagged in accordance with those standards. These requirements should feed into the work on digitalisation announced by the Commission in its Communication A European strategy for data64 and in the Digital Finance Strategy for the EU.65 These requirements also complement the creation of a European single access point for public corporate information as envisaged in the capital markets union action plan, which also considers the need for structured data. _________________ 63 Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (OJ L 143, 29.5.2019, p. 1). 64 https://ec.europa.eu/digital-single- market/en/european-strategy-data 65 https://ec.europa.eu/info/publications/2009 24-digital-finance-proposals_en
Amendment 118 #
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 economic decision-making and gender equality in general, it is necessary to ensure that undertakings with securities listed on regulated markets always report on their gender diversity policies, especially with regards to women on boards, 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 120 #
Proposal for a directive
Recital 53
Recital 53
(53) The assurance profession distinguishes between limited and reasonable assurance engagements. The conclusion of a limited assurance engagement is usually provided in a negative form of expression by stating that no matter has been identified by the practitioner to conclude that the subject matter is materially misstated. The auditor performs fewer tests than in a reasonable assurance engagement. The amount of work for a limited assurance engagement is therefore less than for reasonable assurance. The work effort in a reasonable assurance engagement entails extensive procedures including consideration of internal controls of the reporting undertaking and substantive testing, and is therefore significantly higher than in a limited assurance engagement. The conclusion of this type of engagement is usually provided in a positive form of expression and states an opinion on the measurement of the subject matter against previously defined criteria. Article 19a(5) and Article 29a(5) of Directive 2013/34/EU require Member States to ensure that the statutory auditor or audit firm checks whether the non-financial statement or the separate report has been provided. It does not require that an independent provider of assurance services verifies the information, although it allows Member States to require such verification where they wish to. The absence of an assurance requirement on sustainability reporting, in contrast to the requirement for the statutory auditor to perform a reasonable assurance engagement on financial statements, would threaten the credibility of the sustainability information disclosed, thus failing to meet the needs of the intended users of that information. Although the objective is to have a similar level of assurance for financial and sustainability reporting, the absence of a commonly agreed standard for the assurance of sustainability reporting creates the risk of different understandings and expectations of what a reasonable assurance engagement would consist of for different categories of sustainability information, especially with regard to forward looking and qualitative disclosures. Therefore, a progressive approach to enhance the level of the assurance required for sustainability information should be considered, starting with an obligation on the statutory auditor or audit firm to express an opinion about the compliance of the sustainability rep, including on workers’ rights and wortking with Union requirements based on a limited assurance engagement. This opinion should cover the compliance of the sustainability reporting with Union sustainability reporting standards, the process carried out by the undertaking to identify the information reported pursuant to the sustainability reporting standards and compliance with the requirement to mark-up sustainability reporting. The auditor should also assess whether the undertaking’s reporting complies with the reporting requirements of Article 8 of Regulation (EU) 2020/852conditions should be enhanced to the level of reasonable assurance. To guarantee a common understanding and expectations of what a reasonable assurance engagement would consist of, the statutory auditor or audit firm should be required to express an opinion based on a reasonable assurance engagement about the compliance of the sustainability reporting with Union requirements, should the Commission adopt assurance standards for reasonable assurance of sustainability reporting. This would also allow for the progressive development of the assurance market for sustainability information, and of undertakings’ reporting practices. Finally, this progressive approach would phase in the increase in costs for reporting undertakings, given that reasonable assurance is more costly than limited assurance.
Amendment 121 #
(69) According to Article 51 of Directive 2013/34/EU, the enforcement of corporate reporting by undertakings the securities of which are not listed on regulated markets is carried out by Member States. The types of sanctions are, however, not specified, which means that sanctioning regimes can vary widely between Member States, so undermining the single market. To improve sustainability reporting in the internal market and to contribute to the transition towards a fully sustainable and inclusive economic and financial system in which the benefits of growth are broadly shared in accordance with the European Green Deal and its just transition, Member States should provide for certain sanctions and administrative measures in the case of infringements of sustainability reporting requirements. The sanctioning regime of Directive 2013/34/EU should therefore be strengthened accordingly, whereby Member States are to provide for appropriate sanctions and administrative measures.
Amendment 123 #
Proposal for a directive
Recital 71
Recital 71
(71) Member States are invited to assess the impact of their transposition act on SMEs in order to ensure that they are not disproportionately affected, giving specific attention to micro-enterprises and to the administrative burden, and to publish the results of such assessments. Member States should consider introducinge measures to support SMEs in applying the voluntary simplified reporting standards.
Amendment 131 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 1
Article 19a – paragraph 1
1. LargeAll undertakings and, as of 1 January 2026, including undertakings referred to in Article 2, point (1), point (a), small and medium-sized undertakings which are, undertakings referred to in Article 2, point (1), point (a),gistered as foundations, partnerships or similar structure fulfilling the criteria for undertakings and undertakings with their seat in a non-EU country having significant business in the EU4a shall include in the management report information necessary to understand the undertaking’s impacts on sustainability matters, and information necessary to understand how sustainability matters affect the undertaking’s development, supply and value chain, performance and position. _________________ 4a European Parliament 2020/2137 (INI)
Amendment 137 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Amendments to Directive 2013/34/EU
Article 19a – paragraph 1 a (new)
Article 19a – paragraph 1 a (new)
1a. Irrespective of their size and legal status, undertakings in high-risk sectors as defined by the European Commission every second year via a delegated act, shall include in their management report measures taken to mitigate any identified risks and evaluate the effectiveness of these actions.
Amendment 138 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Amendments to Directive 2013/34/EU
Article 19a – paragraph 1 b (new)
Article 19a – paragraph 1 b (new)
1b. At the beginning of the reporting period, undertakings’ management shall inform and consult with the trade unions and workers’ representatives about the reporting system, indicators and verification. They shall also be consulted on potential risks and impacts identified regarding sustainability matters. Any opinion to the sustainability report by trade unions and workers’ representatives shall be annexed to the sustainability report.
Amendment 145 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2 – subparagraph 1 – point a – point iii
Article 19a – 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 just transition to a sustainable economy and with the limiting of global warming to 1.5 °C in line with the Paris Agreement;
Amendment 146 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2 – subparagraph 1 – point a – point iii a (new)
Article 19a – paragraph 2 – subparagraph 1 – point a – point iii a (new)
(iiia) the plans of the undertaking to achieve diversity and gender equality, including pay transparency, equal pay for work or work of equal value, equal opportunities and diversity in its management;
Amendment 148 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2 – subparagraph 1 – point a – point iv
Article 19a – paragraph 2 – subparagraph 1 – point a – point iv
(iv) how the undertaking’s business model and strategy ensure decent work, fair wages, company training and further education of workers, information and consultation of workers and safeguard the rights of trade unions and take account of the interests of the undertaking’s stakeholders and of the impacts of the undertaking on sustainability matters along the entire supply and value chain;
Amendment 158 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2 – subparagraph 1 – point e – point i
Article 19a – paragraph 2 – subparagraph 1 – point e – point i
(i) the due diligence process implemented with regard to sustainability matters, notably regarding human rights and environmental due diligence along the entire supply and value chain, including gender equality and workers’ rights as well as plans to eradicate child labour and forced labour;
Amendment 162 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 2 – subparagraph 1 – point e – point iii a (new)
Article 19a – paragraph 2 – subparagraph 1 – point e – point iii a (new)
(iiia) any actions of reskilling and formation of the work force due to processes of restructuration to comply with sustainability standards in a just transition in order to leave no one behind;
Amendment 167 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 3 – subparagraph 2
Article 19a – paragraph 3 – subparagraph 2
Amendment 168 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 3 – subparagraph 4
Article 19a – paragraph 3 – subparagraph 4
Amendment 171 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 4
Article 19a – paragraph 4
4. Undertakings shall report the information referred to in paragraphs 1 to 3 in accordance with the sustainability reporting standards referred to in Article 19b and annex the separate reports of any subsidiary undertaking broken down by country.
Amendment 175 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive 2013/34/EU
Article 19a – paragraph 7
Article 19a – paragraph 7
Amendment 177 #
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 2
Article 19a – paragraph 7 – subparagraph 2
Amendment 179 #
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 182 #
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 4
Article 19a – paragraph 7 – subparagraph 4
Amendment 190 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 1 – subparagraph 1 – point b – point ii a (new)
Article 19b – paragraph 1 – subparagraph 1 – point b – point ii a (new)
(iia) information which sectors are considered high-risk.
Amendment 195 #
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 1
Article 19b – paragraph 2 – subparagraph 1
2. The sustainability reporting standards referred to in paragraph 1 shall require that the information to be reported is understandable, accessible, relevant, representative, verifiable, comparable, and is represented in a faithful manner.
Amendment 200 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Amendments to 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 equality and equal pay for equal work, training and skills development or work of equal value as well as pay transparency, training and skills development broken down by hours, gender and category of workers, and employment and inclusion of people with disabilities;
Amendment 203 #
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 a (new)
Article 19b – paragraph 2 – subparagraph 2 – point b – point i a (new)
(ia) diversity in all levels of management, in particular women on boards, and the workforce broken down by gender, age, ethnicity and possible other relevant factors;
Amendment 208 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point b – point ii
Article 19b – paragraph 2 – subparagraph 2 – point b – point ii
(ii) working conditions, including secure and adaptable employment, decent wages, social dialogue, collective bargaining and the involvement of workers, work-life balance, freedom of association and the consultation, information and involvement of workers, work-life balance, maternity, paternity and parental leave, workers’ fluctuation broken down by age, gender, region, and a healthy, safe and well- adapted work environment;
Amendment 212 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point b – point ii
Article 19b – paragraph 2 – subparagraph 2 – point b – point ii
(iia) recognition of trade unions, collective bargaining coverage and the inclusion of workers on boards;
Amendment 215 #
Proposal for a directive
Article 1 – paragraph 1 – point 4 Directive 2013/34/EU
Article 1 – paragraph 1 – point 4 Directive 2013/34/EU
(iii) respect for thedue diligence processes for ensuring human rights, fundamental freedoms, democratic principles and standards established in the International Bill of Human Rights and other core UN human rights conventions, the UN Guiding Principles on Business and Human Rights, 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 219 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point c – point i
Article 19b – paragraph 2 – subparagraph 2 – point c – point i
(i) the role of the undertaking’s administrative, management and supervisory bodies, including with regard to sustainability matters, and their composition as regards especially diversity and the inclusion of workers;
Amendment 222 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point c – point ii
Article 19b – paragraph 2 – subparagraph 2 – point c – point ii
(ii) business ethics and corporate culture, including anti-corruption, anti- workplace violence, anti-harassment and anti- bribery;
Amendment 223 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19b – paragraph 2 – subparagraph 2 – point c – point v a (new)
Article 19b – paragraph 2 – subparagraph 2 – point c – point v a (new)
(va) the undertaking’s engagement with civil society and state actors on sustainability matters, especially just transition measures and the undertaking’s social purpose;
Amendment 231 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19d – paragraph 1
Article 19d – paragraph 1
1. Undertakings subject to Article 19a shall prepare their financial statements and their management report in a single electronic reporting format in accordance with Article 3 of Commission Delegated Regulation (EU) 2019/815*15, Directive 2019/882 and shall mark-up their sustainability reporting, including the disclosures laid down in Article 8 of Regulation (EU) 2020/852, in accordance with that Delegated Regulation.
Amendment 233 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive 2013/34/EU
Article 19d – paragraph 2
Article 19d – paragraph 2
2. Undertakings subject to Article 29a shall prepare their consolidated financial statements and their consolidated management report in a single electronic reporting format in accordance with Article 3 of Delegated Regulation (EU) 2019/815, Directive 2019/882 and shall mark-up sustainability reporting, including the disclosures laid down in Article 8 of Regulation (EU) 2020/852.
Amendment 234 #
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 diversity and inclusion policy applied in relation to the undertaking's administrative, management and supervisory bodies with regard to gender equality, antidiscrimination, support for minority and vulnerable groups, including persons with disabilities, and other aspects such as, age, or educational and professional backgrounds, the objectives of that diversity 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 237 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 1
Article 29a – paragraph 1
1. Parent undertakings of a large group shall include in the consolidated management report information necessary to understand the group's impacts on sustainability matters, and information broken down by country necessary to understand how sustainability matters affect the group's development, performance and position.
Amendment 240 #
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 just transition to a sustainable economy and with the limiting of global warming to 1.5 °C in line with the Paris Agreement;
Amendment 241 #
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 a (new)
Article 29a – paragraph 2 – subparagraph 1 – point a – point iii a (new)
(iiia) the objective of the undertaking to achieve diversity and gender equality, especially pay transparency, equal pay for work or work of equal value, equal opportunities and diversity in its management;
Amendment 242 #
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 iv
Article 29a – paragraph 2 – subparagraph 1 – point a – point iv
(iv) how the group’s business model and strategy take accountensure decent work, fair wages, company training and further education of workers, information and consultation of workers and safeguard the rights of trade unions and of the interests of the group’s stakeholders and of the impacts of the group on sustainability matters along the entire supply and value chain;
Amendment 244 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2 – subparagraph 1 – point e – point i
Article 29a – paragraph 2 – subparagraph 1 – point e – point i
(i) the due diligence process implemented with regard to sustainability matters, notably regarding human rights and environmental due diligence along the entire supply and value chain, including gender equality and workers’ rights as well as plans to eradicate child labour and forced labour;
Amendment 245 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 2 – subparagraph 1 – point e – point iii a (new)
Article 29a – paragraph 2 – subparagraph 1 – point e – point iii a (new)
(iiia) any reskilling and formation of the workforce due to processes of restructuration to comply with sustainability standards;
Amendment 246 #
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
Amendment 247 #
Proposal for a directive
Article 1 – paragraph 1 – point 7
Article 1 – paragraph 1 – point 7
Directive 2013/34/EU
Article 29a – paragraph 7
Article 29a – paragraph 7
Amendment 249 #
Proposal for a directive
Article 1 – paragraph 1 – point 10 – point a – point ii
Article 1 – paragraph 1 – point 10 – point a – point ii
Directive 2013/34/EU
Article 34 – paragraph 1 – subparagraph 2 – point aa
Article 34 – paragraph 1 – subparagraph 2 – point aa
(aa) where applicable, express an opinion based on a limitedreasonable assurance engagement as regards the compliance of the sustainability reporting with the requirements of this Directive, including the compliance of the sustainability reporting with the reporting standards adopted pursuant to Article 19b, the process carried out by the undertaking to identify the information reported pursuant to those reporting standards, and the compliance with the requirement to mark- up sustainability reporting in accordance with Article 19d, and as regards the compliance with the reporting requirements of Article 8 of Regulation (EU) 2020/852.;
Amendment 250 #
Proposal for a directive
Article 1 – paragraph 1 – point 11 – point b
Article 1 – paragraph 1 – point 11 – point b
Directive 2013/34/EU
Article 49 – paragraph 3a
Article 49 – paragraph 3a
3a. When adopting delegated acts pursuant to Articles 19b and 19c, the Commission shall take into consideration technical advice from EFRAG, provided such advice has been developed with proper due process, public oversight and transparency and with the expertise of relevant stakeholders, notably social partners, consumer protection organisations and NGOs, and is accompanied by cost-benefit analyses that include analyses of the impacts of the technical advice on sustainability matters.
Amendment 254 #
Proposal for a directive
Article 2 – paragraph 1 – point 4
Article 2 – paragraph 1 – point 4
Directive 2004/109/EC
Article 28d – paragraph 1
Article 28d – paragraph 1
After consulting the European Environment Agency and the European Union Agency for Fundamental Rights, the European Institute for Gender Equality and the social partners, ESMA shall issue guidelines in accordance with Article 16 of Regulation 1095/2010 on the supervision of sustainability reporting by national competent authorities.