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Document 02021R2178-20230101
Commission Delegated Regulation (EU) 2021/2178 of 6 July 2021 supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council by specifying the content and presentation of information to be disclosed by undertakings subject to Articles 19a or 29a of Directive 2013/34/EU concerning environmentally sustainable economic activities, and specifying the methodology to comply with that disclosure obligation (Text with EEA relevance)Text with EEA relevance
Consolidated text: Commission Delegated Regulation (EU) 2021/2178 of 6 July 2021 supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council by specifying the content and presentation of information to be disclosed by undertakings subject to Articles 19a or 29a of Directive 2013/34/EU concerning environmentally sustainable economic activities, and specifying the methodology to comply with that disclosure obligation (Text with EEA relevance)Text with EEA relevance
Commission Delegated Regulation (EU) 2021/2178 of 6 July 2021 supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council by specifying the content and presentation of information to be disclosed by undertakings subject to Articles 19a or 29a of Directive 2013/34/EU concerning environmentally sustainable economic activities, and specifying the methodology to comply with that disclosure obligation (Text with EEA relevance)Text with EEA relevance
02021R2178 — EN — 01.01.2023 — 001.001
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COMMISSION DELEGATED REGULATION (EU) 2021/2178 of 6 July 2021 supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council by specifying the content and presentation of information to be disclosed by undertakings subject to Articles 19a or 29a of Directive 2013/34/EU concerning environmentally sustainable economic activities, and specifying the methodology to comply with that disclosure obligation (OJ L 443 10.12.2021, p. 9) |
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COMMISSION DELEGATED REGULATION (EU) 2022/1214 of 9 March 2022 |
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15.7.2022 |
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COMMISSION DELEGATED REGULATION (EU) 2021/2178
of 6 July 2021
supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council by specifying the content and presentation of information to be disclosed by undertakings subject to Articles 19a or 29a of Directive 2013/34/EU concerning environmentally sustainable economic activities, and specifying the methodology to comply with that disclosure obligation
(Text with EEA relevance)
Article 1
Definitions
For the purposes of this Regulation, the following definitions apply:
‘environmental objective’ means one of the environmental objectives laid down in Article 9 of Regulation (EU) 2020/852;
‘Taxonomy-aligned economic activity’ means an economic activity that complies with the requirements laid down in Article 3 of Regulation (EU) 2020/852;
‘transitional economic activity’ means an economic activity that complies with the requirements laid down in Article 10(2) of Regulation (EU) 2020/852;
‘enabling economic activity’ means an economic activity that complies with the requirements laid down in Article 16 of Regulation (EU) 2020/852;
‘taxonomy-eligible economic activity’ means an economic activity that is described in the delegated acts adopted pursuant to Article 10(3), Article 11(3), Article 12(2), Article 13(2), Article 14(2), and Article 15(2), of Regulation (EU) 2020/852, irrespective of whether that economic activity meets any or all of the technical screening criteria laid down in those delegated acts;
‘taxonomy-non-eligible economic activity’ means any economic activity that is not described in the delegated acts adopted pursuant to Article 10(3), Article 11(3), Article 12(2), Article 13(2), Article 14(2) and Article 15(2), of Regulation (EU) 2020/852;
‘asset manager’ meansan undertaking that is subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU and is either of the following:
an AIFM as defined in Article 4(1), point (b), of Directive 2011/61/EU of the European Parliament and of the Council ( 1 );
a management company as defined in Article 2(1), point (b), of Directive 2009/65/EC of the European Parliament and of the Council ( 2 );
an investment company authorised in accordance with Articles 27, 28 and 29 of Directive 2009/65/EC and that has not designated for its management a management company authorised in accordance with Articles 6, 7 and 8 of that Directive.
‘financial undertaking’ means an undertaking that is subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU and is an asset manager, a credit institution as defined in Article 4(1), point (1), of Regulation (EU) No 575/2013 of the European Parliament and of the Council ( 3 ), an investment firm as defined in Article 4(1), point (2), of Regulation (EU) No 575/2013, an insurance undertaking as defined in Article 13, point (1), of Directive 2009/138/EC of the European Parliament and of the Council ( 4 ), or a reinsurance undertaking as defined in Article 13, point (4) of Directive 2009/138/EC;
‘non-financial undertaking’ means an undertaking that is subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU and is not a financial undertaking as defined in point (8);
‘taxonomy-aligned insurance or reinsurance activity’ means an insurance or reinsurance activity that complies with the criteria laid down in Sections 10.1 and 10.2 of Annex II to Delegated Regulation (EU) 2021/2139.
Article 2
Disclosures by non-financial undertakings
Article 3
Disclosures by asset managers
Article 4
Disclosures by credit institutions
Article 5
Disclosures by investment firms
Article 6
Disclosures by insurance and reinsurance undertakings
Article 7
Disclosure rules common to all financial undertakings
Exposures whose purpose is not to finance specific identified activities shall be included in the numerator weighted by the turnover KPI and CapEx KPI of the issuer in accordance with the methodology laid down in Annexes III, V, VII, and IX.
Where an investee undertaking has issued the environmentally sustainable bonds or debt securities with the purpose of financing specific identified activities, financial undertakings shall discount the KPI of the investee undertaking accordingly to avoid double counting.
Financial undertakings shall provide for a breakdown in the numerator where applicable and denominator of the key performance indicators for:
exposures to and investments in non-financial undertakings;
exposures to and investments in financial undertakings;
exposures to and investments in non-financial undertakings established in the Union that are not subject to an obligation to publish a non-financial statement pursuant to Articles 19a and 29a of Directive 2013/34/EU;
exposures to and investments in financial undertakings established in the Union that are not subject to an obligation to publish a non-financial statement pursuant to Articles 19a and 29a of Directive 2013/34/EU referred to in paragraph 2;
exposures to and investments in non-financial undertakings established in a third country that are not subject to an obligation to publish a non-financial statement pursuant to Articles 19a and 29a of Directive 2013/34/EU;
exposures to and investments in financial undertakings referred established in a third country that are not subject to an obligation to publish a non-financial statement pursuant to Articles 19a and 29a of Directive 2013/34/EU;
exposures to and investments in derivatives;
other exposures and investments.
Financial undertakings shall formalise, document and make public the methodology upon which such estimations are based, including the approach and research methodology, the main assumptions and precautionary principles used.
Financial undertakings shall disclose:
the proportion of Taxonomy-aligned exposures based on estimates separately from their key performance indicators disclosed pursuant to this Regulation;
the measures taken and the period of time necessary to demonstrate compliance with the criteria laid down in Article 3, point (b) of Regulation (EU) 2020/852.
Article 8
Disclosure rules common to all financial undertakings and non-financial undertakings
For the purposes of this paragraph, the first annual reporting period shall cover the year 2023.
Financial undertakings shall use the most recently available data and key performance indicators of their counterparties to calculate their own key performance indicators.
Non-financial undertakings and financial undertakings shall disclose the amount and proportion of:
the taxonomy-aligned economic activities referred to in Sections 4.26, 4.27 and 4.28 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator and the numerator of their key performance indicators;
the taxonomy-eligible, but not taxonomy-aligned, economic activities referred to in Sections 4.26, 4.27 and 4.28 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of their key performance indicators;
the taxonomy-non-eligible nuclear energy related activities in the denominator of their key performance indicators.
Non-financial undertakings and financial undertakings shall disclose the amount and proportion of:
the taxonomy-aligned economic activities referred to in Sections 4.29, 4.30 and 4.31 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator and the numerator of their key performance indicators;
the taxonomy-eligible, but not taxonomy-aligned, economic activities referred to in Sections 4.29, 4.30 and 4.31 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of their key performance indicators;
the taxonomy-non-eligible fossil gas related activities in the denominator of their key performance indicators.
Article 9
Review
By 30 June 2024, the Commission shall review the application of this Regulation. The Commission shall assess in particular the need for any further amendments with regard to the inclusion of:
exposures to central governments and central banks in the numerator and denominator of key performance indicators of financial undertakings;
exposures to undertakings that do not publish a non-financial statement pursuant to Articles 19a or 29a of Directive 2013/34/EU in the numerator of key performance indicators of financial undertakings.
Article 10
Entry into force and application
From 1 January 2022 until 31 December 2023, financial undertakings shall only disclose:
the proportion in their total assets of exposures to Taxonomy non-eligible and Taxonomy-eligible economic activities;
the proportion in their total assets of the exposures referred to in Article 7, paragraphs 1 and 2;
the proportion in their total assets of the exposures referred to in Article 7(3);
the qualitative information referred to in Annex XI.
Credit institutions shall also disclose the proportion of their trading portfolio and on demand inter-bank loans in their total assets.
Insurance and reinsurance undertakings shall also disclose the proportion of Taxonomy-eligible and Taxonomy non-eligible non-life insurance economic activities.
Sections 1.2.3 and 1.2.4 of Annex V shall apply from 1 January 2026.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
ANNEX I
KPIs OF NON-FINANCIAL UNDERTAKINGS
1. Content of KPIs to be disclosed by non-financial undertakings
1.1. Specification of key performance indicators (KPI)
1.1.1.
The proportion of turnover referred to in Article 8(2), point (a), of Regulation (EU) 2020/852 shall be calculated as the part of the net turnover derived from products or services, including intangibles, associated with Taxonomy-aligned economic activities (numerator), divided by the net turnover (denominator) as defined in Article 2, point (5), of Directive 2013/34/EU. The turnover shall cover the revenue recognised pursuant to International Accounting Standard (IAS) 1, paragraph 82(a), as adopted by Commission Regulation (EC) No 1126/2008 ( 5 ).
The KPI referred to in the first subparagraph shall exclude from its numerator the part of the net turnover derived from products and services associated with economic activities that have been adapted to climate change in line with Article 11(1), point (a) of Regulation (EU) 2020/852 and in accordance with Annex II to Delegated Regulation (EU) 2021/2139, unless those activities:
qualify as enabling activities in accordance with Article 11(1), point (b) of Regulation (EU) 2020/852; or
are themselves Taxonomy-aligned.
1.1.2.
The proportion of CapEx referred to in Article 8(2), point (b), of Regulation (EU) 2020/852 shall be calculated as the numerator divided by the denominator as specified in points 1.1.2.1 and 1.1.2.2 of this Annex.
1.1.2.1. Denominator
The denominator shall cover additions to tangible and intangible assets during the financial year considered before depreciation, amortisation and any re-measurements, including those resulting from revaluations and impairments, for the relevant financial year and excluding fair value changes. The denominator shall also cover additions to tangible and intangible assets resulting from business combinations.
For non-financial undertakings applying international financial reporting standards (IFRS) as adopted by Regulation (EC) No 1126/2008, CapEx shall cover costs that are accounted based on:
IAS 16 Property, Plant and Equipment, paragraphs 73, (e), point (i) and point (iii);
IAS 38 Intangible Assets, paragraph 118, (e), point (i);
IAS 40 Investment Property, paragraphs 76, points (a) and (b) (for the fair value model);
IAS 40 Investment Property, paragraph 79(d), points (i) and (ii) (for the cost model);
IAS 41 Agriculture, paragraph 50, points (b) and (e);
IFRS 16 Leases, paragraph 53, point (h).
For non-financial undertakings applying national generally accepted accounting principles (GAAP), CapEx shall cover the costs accounted under the applicable GAAP that correspond to the costs included in the capital expenditure by non-financial undertakings applying IFRS.
Leases that do not lead to the recognition of a right-of-use over the asset shall not be counted as CapEx.
1.1.2.2. Numerator
The numerator equals to the part of the capital expenditure included in the denominator that is any of the following:
related to assets or processes that are associated with Taxonomy-aligned economic activities;
part of a plan to expand Taxonomy-aligned economic activities or to allow Taxonomy-eligible economic activities to become Taxonomy-aligned (‘CapEx plan’) under the conditions specified in the second subparagraph of this point 1.1.2.2;
related to the purchase of output from Taxonomy-aligned economic activities and individual measures enabling the target activities to become low-carbon or to lead to greenhouse gas reductions, notably activities listed in points 7.3 to 7.6 of Annex I to the Climate Delegated Act, as well as other economic activities listed in the delegated acts adopted pursuant to Article 10(3), Article 11(3), Article 12(2), Article 13(2), Article 14(2) and Article 15(2) of Regulation (EU) 2020/852 and provided that such measures are implemented and operational within 18 months.
The CapEx plan referred to in the first paragraph of this point 1.1.2.2 shall meet the following conditions:
the plan aims either to expand the undertaking’s Taxonomy-aligned economic activities or to upgrade Taxonomy-eligible economic activities to render them Taxonomy-aligned within a period of five years;
the plan shall be disclosed at economic activity aggregated level and be approved by the management body of non-financial undertakings either directly or by delegation.
Where the relevant technical screening criteria are amended before the completion of the CapEx plan, non-financial undertakings shall either update the plan within two years to ensure the economic activities referred to in point (a) are aligned with the amended technical screening criteria upon the completion of the plan or restate the numerator of the CapEx KPI. The updating of plan shall restart the period referred to in point (a). The period referred to point (a) of the second paragraph of this point 1.1.2.2 can exceed five years only where a longer period is objectively justified by specific features of the economic activity and the upgrade concerned, with a maximum of 10 years. That justification shall feature in the CapEx plan itself and in the contextual information detailed under point 1.2.3 of this Annex.
Where the CapEx plan fails to meet the conditions referred to in the second paragraph of this point 1.1.2.2, previously published KPI related to capital expenditure shall be restated.
The numerator shall also contain the part of the CapEx for adaptation of economic activities to climate change in accordance with Annex II to this Climate Delegated Act. The numerator shall provide for a breakdown for the part of CapEx allocated to substantial contribution to climate change adaptation.
1.1.3.
The proportion of OpExreferred to in Article 8(2), point (b), of Regulation (EU) 2020/852 shall be calculated as the numerator divided by the denominator as specified in points 1.1.3.1 and 1.1.3.2 of this Annex.
1.1.3.1. Denominator
The denominator shall cover direct non-capitalised costs that relate to research and development, building renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment by the undertaking or third party to whom activities are outsourced that are necessary to ensure the continued and effective functioning of such assets.
Non-financial undertakings that apply national GAAP and are not capitalising right-of-use assets shall include lease costs in the OpEx in addition to the costs listed in the first subparagraph of point 1.1.3.1 of this Annex.
1.1.3.2. Numerator
The numerator equals to the part of the operating expenditure included in the denominator that is any of the following:
related to assets or processes associated with Taxonomy-aligned economic activities, including training and other human resources adaptation needs, and direct non-capitalised costs that represent research and development;
part of the CapExplan to expand Taxonomy-aligned economic activities or allow Taxonomy-eligible economic activities to become Taxonomy-aligned within a predefined timeframe as set out in the second paragraph of this point 1.1.3.2;
related to the purchase of output from Taxonomy-aligned economic activities and to individual measures enabling the target activities to become low-carbon or to lead to greenhouse gas reductions as well as individual building renovation measures as identified in the delegated acts adopted pursuant to Article 10(3), Article 11(3), Article 12(2), Article 13(2), Article 14(2) or Article 15(2) of Regulation (EU) 2020/852 and provided that such measures are implemented and operational within 18 months.
The CapEx planreferred to in the first paragraph of this point 1.1.3.2 shall meet the conditions specified in point 1.1.2.2 of this Annex.
Research and development costs already accounted for in the CapEx KPI shall not be counted as OpEx.
The numerator shall also include the part of OpEx for the adaptation of economic activities to climate change in accordance with Annex II to Climate Delegated Act. The numerator shall provide for a breakdown for the part of the OpEx allocated to substantial contribution to climate change adaptation.
Where the operational expenditure is not material for the business model of non-financial undertakings, those undertakings shall:
be exempted from the calculation of the numerator of the OpEX KPI in accordance with point 1.1.3.2 and disclose that numerator as being equal to zero;
disclose the total value of the OpEx denominator calculated in accordance with point 1.1.3.1;
explain the absence of materiality of operational expenditure in their business model.
1.2. Specification of disclosures accompanying the KPIs of non-financial undertakings
Non-financial undertakings shall disclose the following information accompanying the relevant KPIs.
1.2.1.
Non-financial undertakings shall explain:
how turnover, capital expenditure and operating expenditurewere determined and allocated to the numerator;
the basis on which the turnover, capital expenditure and operating expenditure were calculated, including any assessment in the allocation of revenues or expenditures to different economic activities.
For turnover and capital expenditure, non-financial undertakings shall include references to the related line items in the non-financial statements;
Where the application of any calculations has changed since the previous reporting period, non-financial undertakings shall explain why those changes result in more reliable and relevant information and provide for restated comparative figures.
Non-financial undertakings shall disclose any material changes that have occurred during the reporting period in relation to the implementation of the CapEx plans as disclosed in accordance with point and 1.1.2 of this Annex. Non-financial undertakings shall disclose all of the following:
the material changes that have occurred in the CapEx plan and the reasons underlying those changes;
the impact of such changes on the potential for the economic activities of the undertaking to become Taxonomy-aligned and on the period of time in which this change is expected to take place;
the restatement of the CapEx and OpEx KPI for each past reporting year covered by the plan whenever changes to the plan had an impact on those KPIs.
1.2.2.
1.2.2.1. Information on assessment of compliance with Regulation (EU) 2020/852:
Non-financial undertakings shall:
describe the nature of their Taxonomy-eligible and Taxonomy-aligned economic activities, by referring to the delegated acts adopted pursuant to Article 10(3), Article 11(3), Article 12(2), Article 13(2), Article 14(2) and Article 15(2) of Regulation (EU) 2020/852;
explain how they assessed compliance with the criteria set out in Article 3 of Regulation (EU) 2020/852 and the associatedtechnical screening criteria included in the delegated acts referred to in point (a);
explain how they avoided any double counting in the allocation in the numerator of turnover, CapEx, and OpEx KPIs across economic activities.
1.2.2.2. Contribution to multiple objectives
Where an economic activity contributes to several environmental objectives, non-financial undertakings shall:
demonstrate compliance with the criteria set out in Article 3 of Regulation (EU) 2020/852, in particular with the technical screening criteria with respect to several environmental objectives;
disclose the turnover, CapEx and OpEx from that activity as contributing to several environmental objectives;
only count once the turnover from that activity in the numerator of the KPIs in point 1.1 of this Annex to avoid double counting.
1.2.2.3. Disaggregation of KPIs
Where the KPIs for an economic activity are to be disaggregated, in particular where production facilities are used in an integrated manner, non-financial undertakings shall ensure that:
any disaggregation is based on criteria that are appropriate for the production process being implemented and reflects the technical specificities of that process;
appropriate information accompanying the KPIs about the basis of such disaggregation is provided.
1.2.3.
Non-financial undertakings shall explain the figures of each KPI and the reasons for any changes in those figures in the reporting period.
Non-financial undertakings may disclose additional KPIs based on turnover, Capex, Opex) that include investments in equity accounted in joint ventures, pursuant to IFRS 11 or IAS28, on a pro rata basis corresponding to their share in the equity of the joint venture.
1.2.3.1. Contextual information about turnover KPI
Non-financial undertakings shall provide all of the following:
a quantitative breakdown of the numerator in order to illustrate the key drivers of change in the turnover KPI during the reporting period, such as revenue from contracts with customers, lease revenue, or other sources of income;
information about the amounts related to Taxonomy-aligned activities pursued for non-financial undertakings’ own internal consumption;
a qualitative explanation of key elements of change in the turnover KPI during the reporting period.
Non-financial undertakings that have issued environmentally sustainable bonds or debt securities with the purpose of financing specific identified Taxonomy-aligned activities shall also disclose the turnover KPI adjusted to avoid double counting.
1.2.3.2. Contextual information about CapEx KPI
Non-financial undertakings shall provide a quantitative breakdown at the economic activity aggregated level of the amounts included in the numerator and qualitative explanation of the key elements of change in CapEx KPI during the reporting period. Such breakdown shall disclose all of the following:
an aggregation of additions to property, plant and equipment, to internally generated intangible assets, including in a business combination or acquired, to investment properties acquired or recognised in the carrying amount and, where applicable, to capitalised right-of-use assets;
an aggregation of additions related to acquisitions through business combinations;
an aggregation of expenses incurred in relation to Taxonomy-aligned economic activities and expenses incurred as part of a CapEx plan referred to in point 1.1.2. of this Annex.
Non-financial undertakings shall disclose the key information about each of their CapEx plans referred to in point 1.1.2 of this Annex, including all of the following:
the environmental objectives pursued;
the economic activities concerned;
research, development and innovation activities concerned, where relevant;
the period of time whereby each Taxonomy-aligned economic activity is expected to be expanded or whereby each economic activity is expected to become Taxonomy-aligned, including, where the period in which the economic activity is expected to become Taxonomy-aligned exceeds five years, an objective justification of such longer period, based on the specific features of the economic activity and the upgrade concerned;
the total capital expense expected to be incurred during the reporting period and during the period of time of the CapEx plans.
Non-financial undertaking that have issued environmentally sustainable bonds or debt securities with the purpose of financing specific identified Taxonomy-aligned activities shall also disclose the CapEx KPI adjusted for the Taxonomy-aligned capital expenditure financed by such bonds or debt securities.
1.2.3.3. Contextual information about the OpEx KPI
Non-financial undertakings shall provide all of the following:
a quantitative breakdown of the numerator(operating expenditure determined in accordance with point 1.1.3.2 of this Annex)to illustrate the key elements of change in the OpEx KPI during the reporting period;
a qualitative explanation of the key elements of change in OpEx KPI during the reporting period;
an explanation of the other expenditures relating to the day-to-day servicing of items of property plant and equipment that are included in the calculation of OpEx for both the numerator and denominator.
Where OpEx is part of a CapEx plan as referred to in points 1.1.2.2 and 1.1.3.2 of this Annex, non-financial undertakings shall disclose the key information about each of their CapEx plans in line with the requirements of point 1.2.3.2 of this Annex.
2. Methodology for reporting of KPIs to be disclosed by non-financial undertakings
The following requirements shall apply for the disclosures under Article 8(2) of Regulation (EU) 2020/852:
non-financial undertakings shall identify each economic activity, including a subset of transitional and enabling economic activities;
non-financial undertakings shall disclose the KPIs for each economic activity and the total KPIs for all economic activities at the level of the relevant undertaking or group;
non-financial undertakings shall disclose the KPIs set out in points 1.1.1, 1.1.2 and 1.1.3 of this Annex for each environmental objective and the total KPIs for all environmental objectives at the level of the undertaking or group across all environmental objectives while avoiding double counting;
non-financial undertakings shall identify the proportion of the Taxonomy-aligned economic activities and the proportion of the Taxonomy-eligible economic activities that do not meet technical screening criteria. Within a Taxonomy-eligible economic activity, non-financial undertakings shall identify the proportion of that activity that is Taxonomy-aligned;
non-financial undertakings shall identify Taxonomy-non-eligible economic activities and disclose the proportion in the denominator of the turnover KPI of those economic activities at the level of the undertaking or group;
the KPIs shall be provided at the level of the individual undertaking where that undertaking prepares only individual non-financial statements or at the level of the group where the undertaking prepares consolidated non-financial statements.
ANNEX II
TEMPLATES FOR THE KPIs OF NON-FINANCIAL UNDERTAKINGS
Template: Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year N
