- European Parliament formally adopted Corporate Sustainability Reporting Directive (“CSRD”) on 10 November 2022.
- Council adopted CSRD on 28 November 2022.
- CSRD must now be published in EU Official Journal.
- Enters into force 20 days after publication.
- EU Member States will then have 18 months to transpose CSRD into national law.
- European Financial Reporting Advisory Group released and approved the final version of the European Sustainability Reporting Standards (“ESRS”) on 15 November 2022 which must now be considered by the Commission and are expected to be adopted in mid-2023.
Reporting for companies to begin in four stages:
- 1 January 2024 for financial year (“FY”) 2025 –companies already subject to existing reporting rules under the Non-financial Reporting Directive;
- 1 January 2025 for FY 2026 - large companies not already subject to existing rules;
- 1 January 2026 for FY 2027 – listed SMEs (non-listed SMEs can opt out until 2028), captive insurance undertakings and non-complex credit institutions;
- 1 January 2028 - non-EU companies.
All large companies governed by the law of, or established in, an EU member state and all EU stock exchange-listed companies (excluding micro-companies).
Non-EU companies with substantial EU activity (ie, annual net turnover of €150m in the EU and at least one subsidiary / branch in the EU).
“Large company” meets 2 of 3 of the following criteria:
- at least 250 employees;
- annual turnover exceeds €40m;
- assets in excess of €20m.
Exemptions for subsidiaries if parent company's consolidated management report complies with EU reporting standards (or, if parent established in third country, recognised equivalent reporting standards).
Publication/reporting of sustainability information across all three ESG topics (eg, biodiversity, climate goals, human rights including forced labour, social rights, ethics, bribery, corruption) alongside financial information in directors' reports.
EU-wide audit requirement for reported sustainability information (becoming more demanding over time).
Companies must digitally tag sustainability information for onward transmission into the European single access point database.
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