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Document 32021R2178

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)

C/2021/4987

OJ L 443, 10.12.2021, p. 9–67 (BG, ES, CS, DA, DE, ET, EL, EN, FR, GA, HR, IT, LV, LT, HU, MT, NL, PL, PT, RO, SK, SL, FI, SV)

Legal status of the document In force: This act has been changed. Current consolidated version: 01/01/2024

ELI: http://data.europa.eu/eli/reg_del/2021/2178/oj

10.12.2021   

EN

Official Journal of the European Union

L 443/9


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)

THE EUROPEAN COMMISSION,

Having regard to the Treaty on the Functioning of the European Union,

Having regard to Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088 (1), and in particular Article 8(4), thereof,

Whereas:

(1)

Article 8(1) of Regulation (EU) 2020/852 requires undertakings that are subject to Articles 19a or 29a of Directive 2013/34/EU of the European Parliament and of the Council (2) to disclose how and to what extent their activities are associated with environmentally sustainable economic activities. Article 8(2) of Regulation (EU) 2020/852 requires non-financial undertakings to disclose information on the proportion of the turnover, capital expenditure and operating expenditure (‘key performance indicators’) of their activities related to assets or processes associated with environmentally sustainable economic activities. That provision, however, does not specify equivalent key performance indicators for financial undertakings, that is credit institutions, asset managers, investment firms and insurance and reinsurance undertakings. It is therefore necessary to supplement Article 8 of Regulation (EU) 2020/852 to specify the key performance indicators for financial undertakings and further specify the content and presentation of the information to be disclosed by all undertakings and the methodology to comply with that disclosure.

(2)

It is necessary to ensure a uniform application of the disclosure requirements laid down in Article 8(2) of Regulation (EU) 2020/852 by non-financial undertakings that are subject to Articles 19a or 29a of Directive 2013/34/EU. Rules should therefore be laid down to further specify the content and presentation of the information required by Article 8 of Regulation (EU) 2020/852, including the methodology to comply with those rules. To enable investors and the public to properly assess the proportion of environmentally sustainable economic activities (‘Taxonomy-aligned activities’) of non-financial undertakings, those undertakings should be required to disclose which of their economic activities are Taxonomy-aligned. In addition, it is necessary to disclose to which environmental objectives those activities contribute substantially. Non-financial undertakings should therefore also provide for a breakdown in the key performance indicators of the proportion of Taxonomy-aligned activities based on each environmental objective to which those activities contribute substantially.

(3)

Turnover, capital expenditure and operating expenditure are irrelevant for assessing the environmental sustainability of financial activities, including lending, investment and insurance. The three key performance indicators for non-financial undertakings laid down in Article 8(2) of Regulation (EU) 2020/852 are therefore not appropriate to demonstrate to what extent the economic activities of financial undertakings are -Taxonomy-aligned. It is therefore necessary to provide specific key performance indicators and calculation methodologies for such key performance indicators for financial undertakings. To support markets’ understanding of those key performance indicators, any disclosures of those key performance indicators should be accompanied by qualitative information to enable financial undertakings to explain their determination of key performance indicators.

(4)

Investors and the public should be able to assess the proportion of Taxonomy-aligned economic activities pursued by investee undertakings. Asset managers should therefore disclose the proportion of investments they made in Taxonomy-aligned economic activities in the value of all investments managed by them resulting from both their collective and individual portfolio management activities. That proportion of Taxonomy-aligned investments should be calculated asthe proportion of Taxonomy-aligned economic activities of investee undertakings which results from their respective key performance indicators, because those key performance indicators reflect the environmental performance of investee undertakings.

(5)

The main activity of credit institutions is the provision of financing to and investments in the real economy. The exposures of credit institutions to undertakings that they finance or invest in are reflected as assets in the credit institutions’ balance sheet. The main key performance indicator for credit institutions that are subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU should be the green asset ratio (GAR), which shows the proportion of exposures related to Taxonomy-aligned activities compared to the total assets of those credit institutions. The GAR should relate to the credit institutions’ main lending and investment business, including loans, advances and debt securities, and to their equity holdings to reflect the extent to which those institutions finance Taxonomy-aligned activities.

(6)

Credit institutions also perform other commercial services and activities than the provision of financing. Those activities generate fees and commission income. It is necessary to enable investors and the public to assess the proportion of Taxonomy-aligned economic activities pursued by the recipients of those services. Credit institutions that are subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU should therefore also disclose what proportion of their fees and commission income is derived from commercial services and activities that are associated with Taxonomy-aligned economic activities of their clients.

(7)

Credit institutions may manage underlying assets or provide financial guarantees, leading to off-balance-sheet exposures. To enable investors and the public to assess the proportion of Taxonomy-aligned activities pursued by credit institutions, for those off-balance-sheet exposures, credit institutions that are subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU should disclose the proportion of Taxonomy-aligned activities in the underlying assets that they manage or in the obligations the performance of which they guarantee.

(8)

In addition to disclosures concerning their banking book, credit institutions that are subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU should also disclose separately the overall composition of their total assets, including their trading book, and any trends and limits in terms of climate and environmental risks. Credit institutions with a significant trading activity should be subject to obligations for more granulardisclosures for their trading book.

(9)

It is important to provide investors and the public with a complete overview of which investments an investment firm that is subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU has made in Taxonomy-aligned activities. The key performance indicators for such investment firms should therefore cover both their dealing on own account and their dealing on behalf of clients. The disclosure of the key performance indicator for dealing on own account should reflect which proportion of the total assets is composed of assets related to Taxonomy-aligned activities. That indicator should focus on the investment firms’ investments, includingdebt securities and equity instruments in investee companies. The key performance indicator for the environmental sustainability of investment firms’ services and activities on behalf of all their clients should be based on the revenue in the form of fees, commissions and other monetary benefits that investment firms generate from their investment services and activities carried out for their clients.

(10)

The key performance indicators for insurance and reinsurance undertakings that are subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU should capture their non-life underwriting activities and investment policy that are part of their business model to show the extent to which those activities are aligned with the Taxonomy. One key performance indicator should relate to the investment policy of such insurance and reinsurance undertakings for the funds collected from their underwriting activities and should show the proportion of assets invested in Taxonomy-aligned activities in their overall assets. A second indicator should relate to the underwriting activities themselves and show what proportion of the overall non-life underwriting activities is composed of non-life underwriting activities that relate to climate adaptation and which are performed in accordance with Commission Delegated Regulation (EU) 2021/2139 (3) (‘Climate Delegated Act’).

(11)

Financial undertakings that are subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU should not take into account the exposure to, or investments in, non-financial undertakings that are not subject to Articles 19a and 29a of Directive 2013/34/EU in the calculation of the numerator of key performance indicators. An inclusion of such exposures in the numerator may be considered at the time of review of this Delegated Act which will be accompanied by an impact assessment. Those non-financial undertakings may still decide to voluntarily disclose their key performance indicators, either to have access to environmentally sustainable finance as part of specific eco-labelling schemes and environmentally sustainable financial products, or as part of their overall business strategy based on environmental sustainability.

(12)

In view of the entry into force and application of Climate Delegated Act by the end of 2021 and material difficulties for assessing compliance of economic activities in 2022 with technical screening criteria laid down in that Delegated Regulation for the previous reporting year, the application of this Regulation in 2022 should be limited to certain elements and qualitative reporting, with the remaining provisions starting to apply from 1 January 2023 for non-financial undertakings and from 1 January 2024 for financial undertakings. Moreover, the key performance indicators of credit institutions related to their trading book and commission and fees for other commercial services and activities than the provision of financing should apply from 1 January 2026.

(13)

Due to the current lack of an appropriate calculation methodology, exposures to central governments, central banks and supranational issuers should be excluded from the calculation of the numerator and denominator of key performance indicators. Financial undertakings may, on a voluntary basis, provide information in relation to exposures to taxonomy aligned bonds and taxonomy aligned debt securities that are issued by central governments, central banks or supranational issuers. There should be a review by 30 June 2024 that should evaluate the possibility of inclusion of such exposures in the key performance indicators,

HAS ADOPTED THIS REGULATION:

Article 1

Definitions

For the purposes of this Regulation, the following definitions apply:

(1)

‘environmental objective’ means one of the environmental objectives laid down in Article 9 of Regulation (EU) 2020/852;

(2)

‘Taxonomy-aligned economic activity’ means an economic activity that complies with the requirements laid down in Article 3 of Regulation (EU) 2020/852;

(3)

‘transitional economic activity’ means an economic activity that complies with the requirements laid down in Article 10(2) of Regulation (EU) 2020/852;

(4)

‘enabling economic activity’ means an economic activity that complies with the requirements laid down in Article 16 of Regulation (EU) 2020/852;

(5)

‘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;

(6)

‘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;

(7)

‘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:

(a)

an AIFM as defined in Article 4(1), point (b), of Directive 2011/61/EU of the European Parliament and of the Council (4);

(b)

a management company as defined in Article 2(1), point (b), of Directive 2009/65/EC of the European Parliament and of the Council (5);

(c)

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.

(8)

‘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 (6), 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 (7), or a reinsurance undertaking as defined in Article 13, point (4) of Directive 2009/138/EC;

(9)

‘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);

(10)

‘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

1.   Non-financial undertakings shall disclose the information referred to in Article 8, paragraphs 1 and 2, of Regulation (EU) 2020/852 as specified in Annex Ito this Regulation.

2.   The information referred to in paragraph 1 shall be presented in tabular form by using the templates set out in Annex II to this Regulation.

Article 3

Disclosures by asset managers

1.   Asset managers shall disclose the information referred to in Article 8(1) of Regulation (EU) 2020/852 as specified in Annexes III and XI to this Regulation.

2.   The information referred to in paragraph 1 shall be presented in tabular form by using the template set out in Annex IV to this Regulation.

Article 4

Disclosures by credit institutions

1.   Credit institutions shall disclose the information referred to in Article 8(1) of Regulation (EU) 2020/852 as specified in Annexes V and XI to this Regulation.

2.   The information referred to in paragraph 1 shall be presented in tabular form by using the template set out in Annex VI to this Regulation.

Article 5

Disclosures by investment firms

1.   Investment firms shall disclose the information referred to in Article 8(1) of Regulation (EU) 2020/852 as specified in Annexes VII and XI to this Regulation.

2.   The information referred to in paragraph 1 shall be presented in tabular form by using the template set out in Annex VIII to this Regulation.

Article 6

Disclosures by insurance and reinsurance undertakings

1.   Insurance and reinsurance shall disclose the information referred to in Article 8(1) of Regulation (EU) 2020/852 as specified in Annexes IX and XI to this Regulation.

2.   The information referred to in paragraph 1 shall be presented in tabular form by using the templates set out in Annex X to this Regulation.

Article 7

Disclosure rules common to all financial undertakings

1.   The exposures to central governments, central banks and supranational issuers shall be excluded from the calculation of the numerator and denominator of key performance indicators of financial undertakings.

2.   Derivatives shall be excluded from the numerator of key performance indicators of financial undertakings.

3.   Exposures to undertakings that are not obliged to publish non-financial information pursuant to Article 19a or 29a of Directive 2013/34/EU shall be excluded from the numerator of key performance indicators of financial undertakings.

4.   Without prejudice to paragraph 1, environmentally sustainable bonds or debt securities with the purpose of financing specific identified activities that are issued by an investee undertaking shall be included in the numerator of key performance indicators up to the full value of Taxonomy-aligned economic activities that the proceeds of those bonds and debt securities finance, on the basis of information provided by the investee undertaking.

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.

5.   Where the technical screening criteria laid down in the delegated acts adopted pursuant to Articles 10(3), 11(3), 12(2), 13(2), 14(2) or 15(2) of Regulation (EU) 2020/852 are amended, special purpose loans and the instruments referred to paragraph 4 held by financial undertakings that finance Taxonomy aligned economic activities or assets shall in the absence of alignment of the financed economic activities or assets with the amended technical screening criteria be reported as such under this Regulation until five years after the date of application of the delegated acts that amend those technical screening criteria.

6.   Financial undertakings shall provide for a breakdown in the numerator where applicable and denominator of the key performance indicators for:

(a)

exposures to and investments in non-financial undertakings;

(b)

exposures to and investments in financial undertakings;

(c)

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;

(d)

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;

(e)

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;

(f)

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;

(g)

exposures to and investments in derivatives;

(h)

other exposures and investments.

7.   Financial undertakings may use estimates for assessing the Taxonomy-alignment of their exposures to undertakings referred to in paragraph (6), points (e) and (f), where those financial undertakings are able to demonstrate compliance with all criteria of Article 3 of Regulation (EU) 2020/852, except with the criteria laid down in Article 3, point (b) of that Regulation.

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:

(a)

the proportion of Taxonomy-aligned exposures based on estimates separately from their key performance indicators disclosed pursuant to this Regulation;

(b)

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

1.   Financial undertakings and non-financial undertakings shall include all additional disclosures accompanying the key performance indicators laid down in Annexes I, III, V, VII, XI in the same parts of the non-financial statement that contains those indicators, or shall provide cross-references to the parts of the non-financial statements that contain those indicators.

2.   Information disclosed in accordance with this Regulation shall cover the annual reporting period from the previous calendar year of the date of disclosure.

3.   Financial undertakings and non-financial undertakings shall provide in the non-financial statement the key performance indicators covering the previous annual reporting period.

For the purposes of this paragraph, the first annual reporting period shall cover the year 2023.

4.   Financial undertakings and non-financial undertakings shall in their disclosures, use the same currency as in their financial statements.

Financial undertakings shall use the most recently available data and key performance indicators of their counterparties to calculate their own key performance indicators.

5.   The key performance indicators shall cover only the objectives of climate change mitigation and climate change adaptation until 12 months after the date of application of the delegated regulations that contain the technical screening criteria for the other environmental objectives and that have been adopted pursuant to Article 12(2), Article 13(2), Article 14(2) and Article 15(2) of Regulation (EU) 2020/852.

Article 9

Review

1.   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:

(a)

exposures to central governments and central banks in the numerator and denominator of key performance indicators of financial undertakings;

(b)

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.

2.   The review for SME exposures will be accompanied by an impact assessment assessing the administrative burden, access to finance and the potential impacts on SMEs of a possible extension to cover SMEs exposures that are not covered by this Delegated Regulation or provide such information voluntarily.

3.   The exposures to and investments in undertakings that do not publish non-financial information pursuant to Articles 19a and 29a of Directive 2013/34/EU and Article 8 of Regulation (EU) 2020/852, but that provide such equivalent information voluntarily, may be included in the numerators of key performance indicators of financial undertakings from 1 January 2025 subject to a positive assessment referred to in paragraph (2).

Article 10

Entry into force and application

1.   This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

2.   From 1 January 2022 until 31 December 2022, non-financial undertakings shall only disclose the proportion of Taxonomy-eligible and Taxonomy non-eligible economic activities in their total turnover, capital and operational expenditure and the qualitative information referred to in Section 1.2 of Annex I relevant for this disclosure.

3.   From 1 January 2022 until 31 December 2023, financial undertakings shall only disclose:

(a)

the proportion in their total assets of exposures to Taxonomy non-eligible and Taxonomy-eligible economic activities;

(b)

the proportion in their total assets of the exposures referred to in Article 7, paragraphs 1 and 2;

(c)

the proportion in their total assets of the exposures referred to in Article 7(3);

(d)

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.

4.   The key performance indicators of non-financial undertakings, including any accompanying information to be disclosed pursuant to Annexes I and II to this Regulation, shall be disclosed from 1 January 2023.

5.   The key performance indicators of financial undertakings, including any accompanying information to be disclosed pursuant to Annexes III, V, VII, IX, XI to this Regulation, shall be disclosed from 1 January 2024.

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.

Done at Brussels, 6 July 2021.

For the Commission

The President

Ursula VON DER LEYEN


(1)  Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector (OJ L 317, 9.12.2019, p. 1).

(2)  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).

(3)  Commission Delegated Regulation (EU) 2021/2139 of 4 June 2021 supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council by establishing the technical screening criteria for determining the conditions under which an economic activity qualifies as contributing substantially to climate change mitigation or climate change adaptation and for determining whether that economic activity causes no significant harm to any of the other environmental objectives (OJ L 442, 9.12.2021, p. 1).

(4)  Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (OJ L 174, 1.7.2011, p. 1).

(5)  Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (OJ L 302, 17.11.2009, p. 32).

(6)  Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1).

(7)  Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (OJ L 335, 17.12.2009, p. 1).


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.   KPI related to turnover (turnover KPI)

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 (1).

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:

(a)

qualify as enabling activities in accordance with Article 11(1), point (b) of Regulation (EU) 2020/852; or

(b)

are themselves Taxonomy-aligned.

1.1.2.   KPI related to capital expenditure (CapEx) (CapEx KPI)

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:

(a)

IAS 16 Property, Plant and Equipment, paragraphs 73, (e), point (i) and point (iii);

(b)

IAS 38 Intangible Assets, paragraph 118, (e), point (i);

(c)

IAS 40 Investment Property, paragraphs 76, points (a) and (b) (for the fair value model);

(d)

IAS 40 Investment Property, paragraph 79(d), points (i) and (ii) (for the cost model);

(e)

IAS 41 Agriculture, paragraph 50, points (b) and (e);

(f)

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:

(a)

related to assets or processes that are associated with Taxonomy-aligned economic activities;

(b)

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;

(c)

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:

(a)

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;

(b)

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.   KPI related to operating expenditure (OpEx) (OpEx KPI)

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:

(a)

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;

(b)

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;

(c)

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:

(a)

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;

(b)

disclose the total value of the OpEx denominator calculated in accordance with point 1.1.3.1;

(c)

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.   Accounting policy

Non-financial undertakings shall explain:

(a)

how turnover, capital expenditure and operating expenditurewere determined and allocated to the numerator;

(b)

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:

(a)

the material changes that have occurred in the CapEx plan and the reasons underlying those changes;

(b)

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;

(c)

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.   Assessment of compliance with Regulation (EU) 2020/852

1.2.2.1.   Information on assessment of compliance with Regulation (EU) 2020/852:

Non-financial undertakings shall:

(a)

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;

(b)

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);

(c)

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:

(a)

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;

(b)

disclose the turnover, CapEx and OpEx from that activity as contributing to several environmental objectives;

(c)

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:

(a)

any disaggregation is based on criteria that are appropriate for the production process being implemented and reflects the technical specificities of that process;

(b)

appropriate information accompanying the KPIs about the basis of such disaggregation is provided.

1.2.3.   Contextual information

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)

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;

(b)

information about the amounts related to Taxonomy-aligned activities pursued for non-financial undertakings’ own internal consumption;

(c)

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:

(a)

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;

(b)

an aggregation of additions related to acquisitions through business combinations;

(c)

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:

(a)

the environmental objectives pursued;

(b)

the economic activities concerned;

(c)

research, development and innovation activities concerned, where relevant;

(d)

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;

(e)

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)

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;

(b)

a qualitative explanation of the key elements of change in OpEx KPI during the reporting period;

(c)

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:

(a)

non-financial undertakings shall identify each economic activity, including a subset of transitional and enabling economic activities;

(b)

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;

(c)

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;

(d)

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;

(e)

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;

(f)

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.


(1)  Commission Regulation (EC) No 1126/2008 of 3 November 2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council (OJ L 320, 29.11.2008, p. 1).


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

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