02013L0034 — EN — 05.01.2023 — 004.001
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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) |
Amended by:
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Official Journal |
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No |
page |
date |
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DIRECTIVE 2014/95/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 22 October 2014 |
L 330 |
1 |
15.11.2014 |
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L 334 |
86 |
21.11.2014 |
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DIRECTIVE (EU) 2021/2101 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 24 November 2021 |
L 429 |
1 |
1.12.2021 |
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DIRECTIVE (EU) 2022/2464 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 14 December 2022 |
L 322 |
15 |
16.12.2022 |
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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
(Text with EEA relevance)
CHAPTER 1
SCOPE, DEFINITIONS AND CATEGORIES OF UNDERTAKINGS AND GROUPS
Article 1
Scope
The coordination measures prescribed by this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to the types of undertakings listed:
in Annex I;
in Annex II, where all of the direct or indirect members of the undertaking having otherwise unlimited liability in fact have limited liability by reason of those members being undertakings which are:
of the types listed in Annex I; or
not governed by the law of a Member State but which have a legal form comparable to those listed in Annex I.
The coordination measures prescribed by Articles 19a, 29a, 29d, 30 and 33, point (aa) of the second subparagraph of Article 34(1), Article 34(2) and (3) and Article 51 of this Directive shall also apply to the laws, regulations and administrative provisions of the Member States relating to the following undertakings regardless of their legal form, provided that those undertakings are large undertakings, or small and medium-sized undertakings, except micro undertakings, which are public-interest entities as defined in point (a) of point (1) of Article 2 of this Directive:
insurance undertakings within the meaning of Article 2(1) of Council Directive 91/674/EEC ( 1 );
credit institutions as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council ( 2 ).
Member States may choose not to apply the coordination measures referred to in the first subparagraph of this paragraph to the undertakings listed in points (2) to (23) of Article 2(5) of Directive 2013/36/EU of the European Parliament and of the Council ( 3 ).
Article 2
Definitions
For the purposes of this Directive, the following definitions shall apply:
‘public-interest entities’ means undertakings within the scope of Article 1 which are:
governed by the law of a Member State and whose transferable securities are admitted to trading on a regulated market of any Member State within the meaning of point (14) of Article 4(1) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments ( 5 );
credit institutions as defined in point (1) of Article 4 of Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions ( 6 ), other than those referred to in Article 2 of that Directive;
insurance undertakings within the meaning of Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 on the annual accounts of insurance undertakings ( 7 ); or
designated by Member States as public-interest entities, for instance undertakings that are of significant public relevance because of the nature of their business, their size or the number of their employees;
‘participating interest’ means rights in the capital of other undertakings, whether or not represented by certificates, which, by creating a durable link with those undertakings, are intended to contribute to the activities of the undertaking which holds those rights. The holding of part of the capital of another undertaking is presumed to constitute a participating interest where it exceeds a percentage threshold fixed by the Member States which is lower than or equal to 20 %;
‘related party’ has the same meaning as in the international accounting standards adopted in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards ( 8 );
‘fixed assets’ means those assets which are intended for use on a continuing basis for the undertaking's activities;
‘net turnover’ means the amounts derived from the sale of products and the provision of services after deducting sales rebates and value added tax and other taxes directly linked to turnover; however, for insurance undertakings referred to in point (a) of the first subparagraph of Article 1(3) of this Directive, ‘net turnover’ shall be defined in accordance with Article 35 and point 2 of Article 66 of Council Directive 91/674/EEC ( 9 ); for credit institutions referred to in point (b) of the first subparagraph of Article 1(3) of this Directive, ‘net turnover’ shall be defined in accordance with point (c) of Article 43(2) of Council Directive 86/635/EEC ( 10 ); and for undertakings falling under the scope of Article 40a(1) of this Directive, ‘net turnover’ means the revenue as defined by or within the meaning of the financial reporting framework on the basis of which the financial statements of the undertaking are prepared;
‘purchase price’ means the price payable and any incidental expenses minus any incidental reductions in the cost of acquisition;
‘production cost’ means the purchase price of raw materials, consumables and other costs directly attributable to the item in question. Member States shall permit or require the inclusion of a reasonable proportion of fixed or variable overhead costs indirectly attributable to the item in question, to the extent that they relate to the period of production. Distribution costs shall not be included;
‘value adjustment’ means the adjustments intended to take account of changes in the values of individual assets established at the balance sheet date, whether the change is final or not;
‘parent undertaking’ means an undertaking which controls one or more subsidiary undertakings;
‘subsidiary undertaking’ means an undertaking controlled by a parent undertaking, including any subsidiary undertaking of an ultimate parent undertaking;
‘group’ means a parent undertaking and all its subsidiary undertakings;
‘affiliated undertakings’ means any two or more undertakings within a group;
‘associated undertaking’ means an undertaking in which another undertaking has a participating interest, and over whose operating and financial policies that other undertaking exercises significant influence. An undertaking is presumed to exercise a significant influence over another undertaking where it has 20 % or more of the shareholders' or members' voting rights in that other undertaking;
‘investment undertakings’ means:
undertakings the sole object of which is to invest their funds in various securities, real property and other assets, with the sole aim of spreading investment risks and giving their shareholders the benefit of the results of the management of their assets,
undertakings associated with investment undertakings with fixed capital, if the sole object of those associated undertakings is to acquire fully paid shares issued by those investment undertakings without prejudice to point (h) of Article 22(1) of Directive 2012/30/EU;
‘financial holding undertakings’ means undertakings the sole object of which is to acquire holdings in other undertakings and to manage such holdings and turn them to profit, without involving themselves directly or indirectly in the management of those undertakings, without prejudice to their rights as shareholders;
‘material’ means the status of information where its omission or misstatement could reasonably be expected to influence decisions that users make on the basis of the financial statements of the undertaking. The materiality of individual items shall be assessed in the context of other similar items;
‘sustainability matters’ means environmental, social and human rights, and governance factors, including sustainability factors defined in point (24) of Article 2 of Regulation (EU) 2019/2088;
‘sustainability reporting’ means reporting information related to sustainability matters in accordance with Articles 19a, 29a and 29d;
‘key intangible resources’ means resources without physical substance on which the business model of the undertaking fundamentally depends and which are a source of value creation for the undertaking;
‘independent assurance services provider’ means a conformity assessment body accredited in accordance with Regulation (EC) No 765/2008 of the European Parliament and of the Council ( 11 ) for the specific conformity assessment activity referred to in point (aa) of the second subparagraph of Article 34(1) of this Directive.
Article 3
Categories of undertakings and groups
In applying one or more of the options in Article 36, Member States shall define micro-undertakings as undertakings which on their balance sheet dates do not exceed the limits of at least two of the three following criteria:
balance sheet total: EUR 350 000 ;
net turnover: EUR 700 000 ;
average number of employees during the financial year: 10.
Small undertakings shall be undertakings which on their balance sheet dates do not exceed the limits of at least two of the three following criteria:
balance sheet total: EUR 4 000 000 ;
net turnover: EUR 8 000 000 ;
average number of employees during the financial year: 50.
Member States may define thresholds exceeding the thresholds in points (a) and (b) of the first subparagraph. However, the thresholds shall not exceed EUR 6 000 000 for the balance sheet total and EUR 12 000 000 for the net turnover.
Medium-sized undertakings shall be undertakings which are not micro-undertakings or small undertakings and which on their balance sheet dates do not exceed the limits of at least two of the three following criteria:
balance sheet total: EUR 20 000 000 ;
net turnover: EUR 40 000 000 ;
average number of employees during the financial year: 250.
Large undertakings shall be undertakings which on their balance sheet dates exceed at least two of the three following criteria:
balance sheet total: EUR 20 000 000 ;
net turnover: EUR 40 000 000 ;
average number of employees during the financial year: 250.
Small groups shall be groups consisting of parent and subsidiary undertakings to be included in a consolidation and which, on a consolidated basis, do not exceed the limits of at least two of the three following criteria on the balance sheet date of the parent undertaking:
balance sheet total: EUR 4 000 000 ;
net turnover: EUR 8 000 000 ;
average number of employees during the financial year: 50.
Member States may define thresholds exceeding the thresholds in points (a) and (b) of the first subparagraph. However, the thresholds shall not exceed EUR 6 000 000 for the balance sheet total and EUR 12 000 000 for the net turnover.
Medium-sized groups shall be groups which are not small groups, which consist of parent and subsidiary undertakings to be included in a consolidation and which, on a consolidated basis, do not exceed the limits of at least two of the three following criteria on the balance sheet date of the parent undertaking:
balance sheet total: EUR 20 000 000 ;
net turnover: EUR 40 000 000 ;
average number of employees during the financial year: 250.
Large groups shall be groups consisting of parent and subsidiary undertakings to be included in a consolidation and which, on a consolidated basis, exceed the limits of at least two of the three following criteria on the balance sheet date of the parent undertaking:
balance sheet total: EUR 20 000 000 ;
net turnover: EUR 40 000 000 ;
average number of employees during the financial year: 250.
For the purposes of conversion into the national currencies of those Member States which have not adopted the euro, the amounts in euro specified in paragraphs 1, 3, 4, 6 and 7 may be increased or decreased by not more than 5 % in order to produce round sum amounts in the national currencies.
CHAPTER 2
GENERAL PROVISIONS AND PRINCIPLES
Article 4
General provisions
Member States may require undertakings other than small undertakings to include other statements in the annual financial statements in addition to the documents referred to in the first subparagraph.
The Member States may define the exceptional cases in question and lay down the relevant special rules which are to apply in those cases.
Article 5
General disclosure
The document containing the financial statements shall state the name of the undertaking and the information prescribed by points (a) and (b) of Article 5 of Directive 2009/101/EC.
Article 6
General financial reporting principles
Items presented in the annual and consolidated financial statements shall be recognised and measured in accordance with the following general principles:
the undertaking shall be presumed to be carrying on its business as a going concern;
accounting policies and measurement bases shall be applied consistently from one financial year to the next;
recognition and measurement shall be on a prudent basis, and in particular:
only profits made at the balance sheet date may be recognised,
all liabilities arising in the course of the financial year concerned or in the course of a previous financial year shall be recognised, even if such liabilities become apparent only between the balance sheet date and the date on which the balance sheet is drawn up, and
all negative value adjustments shall be recognised, whether the result of the financial year is a profit or a loss;
amounts recognised in the balance sheet and profit and loss account shall be computed on the accrual basis;
the opening balance sheet for each financial year shall correspond to the closing balance sheet for the preceding financial year;
the components of asset and liability items shall be valued separately;
any set-off between asset and liability items, or between income and expenditure items, shall be prohibited;
items in the profit and loss account and balance sheet shall be accounted for and presented having regard to the substance of the transaction or arrangement concerned;
items recognised in the financial statements shall be measured in accordance with the principle of purchase price or production cost; and
the requirements set out in this Directive regarding recognition, measurement, presentation, disclosure and consolidation need not be complied with when the effect of complying with them is immaterial.
Article 7
Alternative measurement basis of fixed assets at revalued amounts
The revaluation reserve may be capitalised in whole or in part at any time.
The revaluation reserve shall be reduced where the amounts transferred to that reserve are no longer necessary for the implementation of the revaluation basis of accounting. The Member States may lay down rules governing the application of the revaluation reserve, provided that transfers to the profit and loss account from the revaluation reserve may be made only where the amounts transferred have been entered as an expense in the profit and loss account or reflect increases in value which have actually been realised. No part of the revaluation reserve may be distributed, either directly or indirectly, unless it represents a gain actually realised.
Save as provided under the second and third subparagraphs of this paragraph, the revaluation reserve may not be reduced.
Article 8
Alternative measurement basis of fair value
By way of derogation from point (i) of Article 6(1) and subject to the conditions set out in this Article:
Member States shall permit or require, in respect of all undertakings or any classes of undertaking, the measurement of financial instruments, including derivative financial instruments, at fair value; and
Member States may permit or require, in respect of all undertakings or any classes of undertaking, the measurement of specified categories of assets other than financial instruments at amounts determined by reference to fair value.
Such permission or requirement may be restricted to consolidated financial statements.
For the purpose of this Directive, commodity-based contracts that give either contracting party the right to settle in cash or some other financial instrument shall be considered to be derivative financial instruments, except where such contracts:
were entered into and continue to meet the undertaking's expected purchase, sale or usage requirements at the time they were entered into and subsequently;
were designated as commodity-based contracts at their inception; and
are expected to be settled by delivery of the commodity.
Point (a) of paragraph 1 shall apply only to the following liabilities:
liabilities held as part of a trading portfolio; and
derivative financial instruments.
Measurement according to point (a) of paragraph 1 shall not apply to the following:
non-derivative financial instruments held to maturity;
loans and receivables originated by the undertaking and not held for trading purposes; and
interests in subsidiaries, associated undertakings and joint ventures, equity instruments issued by the undertaking, contracts for contingent consideration in a business combination, and other financial instruments with such special characteristics that the instruments, according to what is generally accepted, are accounted for differently from other financial instruments.
The fair value within the meaning of this Article shall be determined by reference to one of the following values:
in the case of financial instruments for which a reliable market can readily be identified, the market value. Where the market value is not readily identifiable for an instrument but can be identified for its components or for a similar instrument, the market value may be derived from that of its components or of the similar instrument;
in the case of financial instruments for which a reliable market cannot be readily identified, a value resulting from generally accepted valuation models and techniques, provided that such valuation models and techniques ensure a reasonable approximation of the market value.
Financial instruments that cannot be measured reliably by any of the methods described in points (a) and (b) of the first subparagraph shall be measured in accordance with the principle of purchase price or production cost in so far as measurement on that basis is possible.
Notwithstanding point (c) of Article 6(1), where a financial instrument is measured at fair value, a change in value shall be included in the profit and loss account, except in the following cases, where such a change shall be included directly in a fair value reserve:
the instrument accounted for is a hedging instrument under a system of hedge accounting that allows some or all of the change in value not to be shown in the profit and loss account; or
the change in value relates to an exchange difference arising on a monetary item that forms part of an undertaking's net investment in a foreign entity.
Member States may permit or require a change in the value of an available for sale financial asset, other than a derivative financial instrument, to be included directly in a fair value reserve. That fair value reserve shall be adjusted when amounts shown therein are no longer necessary for the implementation of points (a) and (b) of the first subparagraph.
CHAPTER 3
BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
Article 9
General provisions concerning the balance sheet and the profit and loss account
Member States may permit or require balance sheet and profit and loss account items that are preceded by arabic numerals to be combined where they are immaterial in amount for the purposes of giving a true and fair view of the undertaking's assets, liabilities, financial position and profit or loss or where such combination makes for greater clarity, provided that the items so combined are dealt with separately in the notes to the financial statements.
In respect of the treatment of participating interests in annual financial statements:
Member States may permit or require participating interests to be accounted for using the equity method as provided for in Article 27, taking account of the essential adjustments resulting from the particular characteristics of annual financial statements as compared to consolidated financial statements;
Member States may permit or require that the proportion of the profit or loss attributable to the participating interest be recognised in the profit and loss account only to the extent of the amount corresponding to dividends already received or the payment of which can be claimed; and
where the profit attributable to the participating interest and recognised in the profit and loss account exceeds the amount of dividends already received or the payment of which can be claimed, the amount of the difference shall be placed in a reserve which cannot be distributed to shareholders.
Article 10
Presentation of the balance sheet
For the presentation of the balance sheet, Member States shall prescribe one or both of the layouts set out in Annexes III and IV. If a Member State prescribes both layouts, it shall permit undertakings to choose which of the prescribed layouts to adopt.
Article 11
Alternative presentation of the balance sheet
Member States may permit or require undertakings, or certain classes of undertaking, to present items on the basis of a distinction between current and non-current items in a different layout from that set out in Annexes III and IV, provided that the information given is at least equivalent to that otherwise to be provided in accordance with Annexes III and IV.
Article 12
Special provisions relating to certain balance sheet items
Value adjustments to fixed assets shall be subject to the following:
Member States may permit or require value adjustments to be made in respect of financial fixed assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date;
value adjustments shall be made in respect of fixed assets, whether their useful economic lives are limited or not, so that they are valued at the lower figure to be attributed to them at the balance sheet date if it is expected that the reduction in their value will be permanent;
the value adjustments referred to in points (a) and (b) shall be charged to the profit and loss account and disclosed separately in the notes to the financial statements if they have not been shown separately in the profit and loss account;
measurement at the lower of the values provided for in points (a) and (b) may not continue if the reasons for which the value adjustments were made have ceased to apply; this provision shall not apply to value adjustments made in respect of goodwill.
Measurement at the lower value provided for in the first subparagraph may not continue if the reasons for which the value adjustments were made no longer apply.
In exceptional cases where the useful life of goodwill and development costs cannot be reliably estimated, such assets shall be written off within a maximum period set by the Member State. That maximum period shall not be shorter than five years and shall not exceed 10 years. An explanation of the period over which goodwill is written off shall be provided within the notes to the financial statements.
Where national law authorises the inclusion of costs of development under ‘Assets’ and the costs of development have not been completely written off, Member States shall require that no distribution of profits take place unless the amount of the reserves available for distribution and profits brought forward is at least equal to that of the costs not written off.
Where national law authorises the inclusion of formation expenses under ‘Assets’, they shall be written off within a period of maximum five years. In that case, Member States shall require that the third subparagraph apply mutatis mutandis to formation expenses.
In exceptional cases, the Member States may permit derogations from the third and fourth subparagraphs. Such derogations and the reasons therefor shall be disclosed in the notes to the financial statements.
The Member States may also authorise the creation of provisions intended to cover expenses the nature of which is clearly defined and which at the balance sheet date are either likely to be incurred or certain to be incurred, but uncertain as to their amount or as to the date on which they will arise.
At the balance sheet date, a provision shall represent the best estimate of the expenses likely to be incurred or, in the case of a liability, of the amount required to meet that liability. Provisions shall not be used to adjust the values of assets.
Article 13
Presentation of the profit and loss account
Article 14
Simplifications for small and medium-sized undertakings
Member States may permit small undertakings to draw up abridged balance sheets showing only those items in Annexes III and IV preceded by letters and roman numerals, disclosing separately:
the information required in brackets in D (II) under ‘Assets’ and C under ‘Capital, reserves and liabilities’ of Annex III, but in the aggregate for each; or
the information required in brackets in D (II) of Annex IV.
Member States may permit small and medium-sized undertakings to draw up abridged profit and loss accounts within the following limits:
in Annex V, items 1 to 5 may be combined under one item called ‘Gross profit or loss’;
in Annex VI, items 1, 2, 3 and 6 may be combined under one item called ‘Gross profit or loss’.
CHAPTER 4
NOTES TO THE FINANCIAL STATEMENTS
Article 15
General provisions concerning the notes to the financial statements
Where notes to the balance sheet and profit and loss account are presented in accordance with this Chapter, the notes shall be presented in the order in which items are presented in the balance sheet and in the profit and loss account.
Article 16
Content of the notes to the financial statements relating to all undertakings
In the notes to the financial statements all undertakings shall, in addition to the information required under other provisions of this Directive, disclose information in respect of the following:
accounting policies adopted;
where fixed assets are measured at revalued amounts, a table showing:
movements in the revaluation reserve in the financial year, with an explanation of the tax treatment of items therein, and
the carrying amount in the balance sheet that would have been recognised had the fixed assets not been revalued;
where financial instruments and/or assets other than financial instruments are measured at fair value:
the significant assumptions underlying the valuation models and techniques where fair values have been determined in accordance with point (b) of Article 8(7),
for each category of financial instrument or asset other than financial instruments, the fair value, the changes in value included directly in the profit and loss account and changes included in fair value reserves,
for each class of derivative financial instrument, information about the extent and the nature of the instruments, including significant terms and conditions that may affect the amount, timing and certainty of future cash flows, and
a table showing movements in fair value reserves during the financial year;
the total amount of any financial commitments, guarantees or contingencies that are not included in the balance sheet, and an indication of the nature and form of any valuable security which has been provided; any commitments concerning pensions and affiliated or associated undertakings shall be disclosed separately;
the amount of advances and credits granted to members of the administrative, managerial and supervisory bodies, with indications of the interest rates, main conditions and any amounts repaid or written off or waived, as well as commitments entered into on their behalf by way of guarantees of any kind, with an indication of the total for each category;
the amount and nature of individual items of income or expenditure which are of exceptional size or incidence;
amounts owed by the undertaking becoming due and payable after more than five years, as well as the undertaking's entire debts covered by valuable security furnished by the undertaking, with an indication of the nature and form of the security; and
the average number of employees during the financial year.
For the purposes of applying the first subparagraph, the information required in point (p) of Article 17(1) shall be limited to the nature and business purpose of the arrangements referred to in that point.
For the purposes of applying the first subparagraph, the disclosure of the information required in point (r) of Article 17(1) shall be limited to transactions entered into with the parties listed in the fourth subparagraph of that point.
Article 17
Additional disclosures for medium-sized and large undertakings and public-interest entities
In the notes to the financial statements, medium-sized and large undertakings and public-interest entities shall, in addition to the information required under Article 16 and any other provisions of this Directive, disclose information in respect of the following matters:
for the various fixed asset items:
the purchase price or production cost or, where an alternative basis of measurement has been followed, the fair value or revalued amount at the beginning and end of the financial year,
additions, disposals and transfers during the financial year,
the accumulated value adjustments at the beginning and end of the financial year,
value adjustments charged during the financial year,
movements in accumulated value adjustments in respect of additions, disposals and transfers during the financial year, and
where interest is capitalised in accordance with Article 12(8), the amount capitalised during the financial year.
if fixed or current assets are the subject of value adjustments for taxation purposes alone, the amount of the adjustments and the reasons for making them;
where financial instruments are measured at purchase price or production cost:
for each class of derivative financial instrument:
for financial fixed assets carried at an amount in excess of their fair value:
the amount of the emoluments granted in respect of, the financial year to the members of administrative, managerial and supervisory bodies by reason of their responsibilities and any commitments arising or entered into in respect of retirement pensions of former members of those bodies, with an indication of the total for each category of body.
Member States may waive the requirement to disclose such information where its disclosure would make it possible to identify the financial position of a specific member of such a body;
the average number of employees during the financial year, broken down by categories and, if they are not disclosed separately in the profit and loss account, the staff costs relating to the financial year, broken down between wages and salaries, social security costs and pension costs;
where a provision for deferred tax is recognised in the balance sheet, the deferred tax balances at the end of the financial year, and the movement in those balances during the financial year;
the name and registered office of each of the undertakings in which the undertaking, either itself or through a person acting in his own name but on the undertaking's behalf, holds a participating interest, showing the proportion of the capital held, the amount of capital and reserves, and the profit or loss for the latest financial year of the undertaking concerned for which financial statements have been adopted; the information concerning capital and reserves and the profit or loss may be omitted where the undertaking concerned does not publish its balance sheet and is not controlled by the undertaking.
Member States may allow the information required to be disclosed by the first subparagraph of this point to take the form of a statement filed in accordance with Article 3(1) and (3) of Directive 2009/101/EC; the filing of such a statement shall be disclosed in the notes to the financial statements. Member States may also allow that information to be omitted when its nature is such that it would be seriously prejudicial to any of the undertakings to which it relates. Member States may make such omissions subject to prior administrative or judicial authorisation. Any such omission shall be disclosed in the notes to the financial statements;
the number and the nominal value or, in the absence of a nominal value, the accounting par value of the shares subscribed during the financial year within the limits of the authorised capital, without prejudice as far as the amount of that capital is concerned to point (e) of Article 2of Directive 2009/101/EC or to points (c) and (d) of Article 2 of Directive 2012/30/EU;
where there is more than one class of shares, the number and the nominal value or, in the absence of a nominal value, the accounting par value for each class;
the existence of any participation certificates, convertible debentures, warrants, options or similar securities or rights, with an indication of their number and the rights they confer;
the name, the head or registered office and the legal form of each of the undertakings of which the undertaking is a member having unlimited liability;
the name and registered office of the undertaking which draws up the consolidated financial statements of the largest body of undertakings of which the undertaking forms part as a subsidiary undertaking;
the name and registered office of the undertaking which draws up the consolidated financial statements of the smallest body of undertakings of which the undertaking forms part as a subsidiary undertaking and which is also included in the body of undertakings referred to in point (l);
the place where copies of the consolidated financial statements referred to in points (l) and (m) may be obtained, provided that they are available;
the proposed appropriation of profit or treatment of loss, or where applicable, the appropriation of the profit or treatment of the loss;
the nature and business purpose of the undertaking's arrangements that are not included in the balance sheet and the financial impact on the undertaking of those arrangements, provided that the risks or benefits arising from such arrangements are material and in so far as the disclosure of such risks or benefits is necessary for the purposes of assessing the financial position of the undertaking;
the nature and the financial effect of material events arising after the balance sheet date which are not reflected in the profit and loss account or balance sheet; and
transactions which have been entered into with related parties by the undertaking, including the amount of such transactions, the nature of the related party relationship and other information about the transactions necessary for an understanding of the financial position of the undertaking. Information about individual transactions may be aggregated according to their nature except where separate information is necessary for an understanding of the effects of related party transactions on the financial position of the undertaking.
Member States may permit or require that only transactions with related parties that have not been concluded under normal market conditions be disclosed.
Member States may permit that transactions entered into between one or more members of a group be not disclosed, provided that subsidiaries which are party to the transaction are wholly owned by such a member.
Member States may permit that a medium-sized undertaking limit the disclosure of transactions with related parties to transactions entered into with:
owners holding a participating interest in the undertaking;
undertakings in which the undertaking itself has a participating interest; and
members of the administrative, management or supervisory bodies of the undertaking.
Member States shall not be required to apply point (g) of paragraph 1 to an undertaking which is a parent undertaking governed by their national laws in the following cases:
where the undertaking in which that parent undertaking holds a participating interest for the purposes of point (g) of paragraph 1 is included in consolidated financial statements drawn up by that parent undertaking, or in the consolidated financial statements of a larger body of undertakings as referred to in Article 23(4);
where that participating interest has been dealt with by that parent undertaking in its annual financial statements in accordance with Article 9(7), or in the consolidated financial statements drawn up by that parent undertaking in accordance with Article 27(1) to (8).
Article 18
Additional disclosures for large undertakings and public-interest entities
In the notes to the financial statements, large undertakings and public-interest entities shall, in addition to the information required under Articles 16 and 17 and any other provisions of this Directive, disclose information in respect of the following matters:
the net turnover broken down by categories of activity and into geographical markets, in so far as those categories and markets differ substantially from one another, taking account of the manner in which the sale of products and the provision of services are organised; and
the total fees for the financial year charged by each statutory auditor or audit firm for the statutory audit of the annual financial statements, and the total fees charged by each statutory auditor or audit firm for other assurance services, for tax advisory services and for other non-audit services.
CHAPTER 5
MANAGEMENT REPORT
Article 19
Contents of the management report
The review shall be a balanced and comprehensive analysis of the development and performance of the undertaking's business and of its position, consistent with the size and complexity of the business.
To the extent necessary for an understanding of the undertaking's development, performance or position, the analysis shall include both financial and, where appropriate, non-financial key performance indicators relevant to the particular business, including information relating to environmental and employee matters. In providing the analysis, the management report shall, where appropriate, include references to, and additional explanations of, amounts reported in the annual financial statements.
Large undertakings, and small and medium-sized undertakings, except micro undertakings, which are public-interest entities as defined in point (a) of point (1) of Article 2 shall report information on the key intangible resources and explain how the business model of the undertaking fundamentally depends on such resources and how such resources are a source of value creation for the undertaking.
The management report shall also give an indication of:
the undertaking's likely future development;
activities in the field of research and development;
the information concerning acquisitions of own shares prescribed by Article 24(2) of Directive 2012/30/EU;
the existence of branches of the undertaking; and
in relation to the undertaking's use of financial instruments and where material for the assessment of its assets, liabilities, financial position and profit or loss:
the undertaking's financial risk management objectives and policies, including its policy for hedging each major type of forecasted transaction for which hedge accounting is used; and
the undertaking's exposure to price risk, credit risk, liquidity risk and cash flow risk.
Article 19a
Sustainability reporting
The information referred to in the first subparagraph shall be clearly identifiable within the management report, through a dedicated section of the management report.
The information referred to in paragraph 1 shall contain:
a brief description of the undertaking’s business model and strategy, including:
the resilience of the undertaking’s business model and strategy in relation to risks related to sustainability matters;
the opportunities for the undertaking related to sustainability matters;
the plans of the undertaking, including implementing actions and related financial and investment plans, to ensure that its business model and strategy are compatible with the transition to a sustainable economy and with the limiting of global warming to 1,5 °C in line with the Paris Agreement under the United Nations Framework Convention on Climate Change adopted on 12 December 2015 (the ‘Paris Agreement’) and the objective of achieving climate neutrality by 2050 as established in Regulation (EU) 2021/1119 of the European Parliament and of the Council ( 12 ), and, where relevant, the exposure of the undertaking to coal-, oil- and gas-related activities;
how the undertaking’s business model and strategy take account of the interests of the undertaking’s stakeholders and of the impacts of the undertaking on sustainability matters;
how the undertaking’s strategy has been implemented with regard to sustainability matters;
a description of the time-bound targets related to sustainability matters set by the undertaking, including, where appropriate, absolute greenhouse gas emission reduction targets at least for 2030 and 2050, a description of the progress the undertaking has made towards achieving those targets, and a statement of whether the undertaking’s targets related to environmental factors are based on conclusive scientific evidence;
a description of the role of the administrative, management and supervisory bodies with regard to sustainability matters, and of their expertise and skills in relation to fulfilling that role or the access such bodies have to such expertise and skills;
a description of the undertaking’s policies in relation to sustainability matters;
information about the existence of incentive schemes linked to sustainability matters which are offered to members of the administrative, management and supervisory bodies;
a description of:
the due diligence process implemented by the undertaking with regard to sustainability matters, and, where applicable, in line with Union requirements on undertakings to conduct a due diligence process;
the principal actual or potential adverse impacts connected with the undertaking’s own operations and with its value chain, including its products and services, its business relationships and its supply chain, actions taken to identify and monitor those impacts, and other adverse impacts which the undertaking is required to identify pursuant to other Union requirements on undertakings to conduct a due diligence process;
any actions taken by the undertaking to prevent, mitigate, remediate or bring an end to actual or potential adverse impacts, and the result of such actions;
a description of the principal risks to the undertaking related to sustainability matters, including a description of the undertaking’s principal dependencies on those matters, and how the undertaking manages those risks;
indicators relevant to the disclosures referred to in points (a) to (g).
Undertakings shall report the process carried out to identify the information that they have included in the management report in accordance with paragraph 1 of this Article. The information listed in the first subparagraph of this paragraph shall include information related to short-, medium- and long-term time horizons, as applicable.
For the first three years of the application of the measures to be adopted by the Member States in accordance with Article 5(2) of Directive (EU) 2022/2464 of the European Parliament and of the Council ( 13 ), and in the event that not all the necessary information regarding its value chain is available, the undertaking shall explain the efforts made to obtain the necessary information about its value chain, the reasons why not all of the necessary information could be obtained, and its plans to obtain the necessary information in the future.
Where applicable, the information referred to in paragraphs 1 and 2 shall also contain references to, and additional explanations of, the other information included in the management report in accordance with Article 19, and the amounts reported in the annual financial statements.
Member States may allow information relating to impending developments or matters in the course of negotiation to be omitted in exceptional cases where, in the duly justified opinion of the members of the administrative, management and supervisory bodies, acting within the competences assigned to them by national law and having collective responsibility for that opinion, the disclosure of such information would be seriously prejudicial to the commercial position of the undertaking, provided that such omission does not prevent a fair and balanced understanding of the undertaking’s development, performance and position, and the impact of its activity.
By way of derogation from paragraphs 2 to 4 of this Article, and without prejudice to paragraphs 9 and 10 of this Article, small and medium-sized undertakings referred to in paragraph 1 of this Article, small and non-complex institutions defined in point (145) of Article 4(1) of Regulation (EU) No 575/2013, captive insurance undertakings defined in point (2) of Article 13 of Directive 2009/138/EC of the European Parliament and of the Council ( 14 ) and captive reinsurance undertakings defined in point (5) of Article 13 of that Directive may limit their sustainability reporting to the following information:
a brief description of the undertaking’s business model and strategy;
a description of the undertaking’s policies in relation to sustainability matters;
the principal actual or potential adverse impacts of the undertaking on sustainability matters, and any actions taken to identify, monitor, prevent, mitigate or remediate such actual or potential adverse impacts;
the principal risks to the undertaking related to sustainability matters and how the undertaking manages those risks;
key indicators necessary for the disclosures referred to in points (a) to (d).
Small and medium-sized undertakings, small and non-complex institutions and captive insurance and reinsurance undertakings that rely on the derogation referred to in the first subparagraph shall report in accordance with the sustainability reporting standards for small and medium-sized undertakings referred to in Article 29c.
The exemption in the first subparagraph shall be subject to the following conditions:
the management report of the exempted subsidiary undertaking contains all of the following information:
the name and registered office of the parent undertaking that reports information at group level in accordance with this Article or in a manner equivalent to the sustainability reporting standards adopted pursuant to Article 29b of this Directive, as determined in accordance with an implementing act on the equivalence of sustainability reporting standards adopted pursuant to the third subparagraph of Article 23(4) of Directive 2004/109/EC;
the weblinks to the consolidated management report of the parent undertaking or, where applicable, to the consolidated sustainability reporting of the parent undertaking, as referred to in the first subparagraph of this paragraph, and to the assurance opinion referred to in point (aa) of the second subparagraph of Article 34(1) of this Directive or to the assurance opinion referred to in point (b) of this subparagraph;
the information that the undertaking is exempted from the obligations set out in paragraphs 1 to 4 of this Article;
if the parent undertaking is established in a third country, its consolidated sustainability reporting and the assurance opinion on the consolidated sustainability reporting, expressed by one or more person(s) or firm(s) authorised to give an opinion on the assurance of sustainability reporting under the law governing that parent undertaking, are published in accordance with Article 30 of this Directive, and in accordance with the law of the Member State by which the exempted subsidiary undertaking is governed;
if the parent undertaking is established in a third country, the disclosures laid down in Article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council ( 16 ), covering the activities carried out by the exempted subsidiary undertaking established in the Union and its subsidiary undertakings, are included in the management report of the exempted subsidiary undertaking, or in the consolidated sustainability reporting carried out by the parent undertaking established in a third country.
The Member State by whose national law the exempted subsidiary undertaking is governed may require that the consolidated management report or, where applicable, the consolidated sustainability report, of the parent undertaking is published in a language that that Member State accepts, and that any necessary translation into such language is provided. Any translation that has not been certified shall include a statement to that effect.
Undertakings which are exempted from preparing a management report in accordance with Article 37 shall not be obliged to provide the information referred to in points (a)(i) to (iii) of the second subparagraph of this paragraph, provided that such undertakings publish the consolidated management report in accordance with Article 37.
For the purposes of the first subparagraph of this paragraph, and where Article 10 of Regulation (EU) No 575/2013 applies, credit institutions referred to in point (b) of the first subparagraph of Article 1(3) of this Directive that are permanently affiliated to a central body which supervises them under the conditions laid down in Article 10 of Regulation (EU) No 575/2013 shall be treated as subsidiary undertakings of that central body.
For the purposes of the first subparagraph of this paragraph, insurance undertakings referred to in point (a) of the first subparagraph of Article 1(3) of this Directive that are part of a group, on the basis of financial relationships as referred to in point (c)(ii) of Article 212(1) of Directive 2009/138/EC, and which are subject to group supervision in accordance with points (a) to (c) of Article 213(2) of that Directive shall be treated as subsidiary undertakings of the parent undertaking of that group.
Article 20
Corporate governance statement
Undertakings referred to in point (1)(a) of Article 2 shall include a corporate governance statement in their management report. That statement shall be included as a specific section of the management report and shall contain at least the following information:
a reference to the following, where applicable:
the corporate governance code to which the undertaking is subject,
the corporate governance code which the undertaking may have voluntarily decided to apply,
all relevant information about the corporate governance practices applied over and above the requirements of national law.
Where reference is made to a corporate governance code referred to in points (i) or (ii), the undertaking shall also indicate where the relevant texts are publicly available. Where reference is made to the information referred to in point (iii), the undertaking shall make details of its corporate governance practices publicly available;
where an undertaking, in accordance with national law, departs from a corporate governance code referred to in points (a)(i) or (ii), an explanation by the undertaking as to which parts of the corporate governance code it departs from and the reasons for doing so; where the undertaking has decided not to refer to any provisions of a corporate governance code referred to in points (a)(i) or (ii), it shall explain its reasons for not doing so;
a description of the main features of the undertaking's internal control and risk management systems in relation to the financial reporting process;
the information required by points (c), (d), (f), (h) and (i) of Article 10(1) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids ( 17 ), where the undertaking is subject to that Directive;
unless the information is already fully provided for in national law, a description of the operation of the shareholder meeting and its key powers and a description of shareholders' rights and how they can be exercised; and
the composition and operation of the administrative, management and supervisory bodies and their committees; and
a description of the diversity policy applied in relation to the undertaking’s administrative, management and supervisory bodies with regard to gender and other aspects such as, age, disabilities or educational and professional background, 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 that is the case.
Undertakings subject to Article 19a shall be deemed to have complied with the obligation laid down in point (g) of the first subparagraph of this paragraph where they include the information required under that point as part of their sustainability reporting and a reference thereto is included in the corporate governance statement.
Member States may permit the information required by paragraph 1 of this Article to be set out in:
a separate report published together with the management report in the manner set out in Article 30; or
a document publicly available on the undertaking's website, to which reference is made in the management report.
That separate report or that document referred to in points (a) and (b), respectively, may cross-refer to the management report, where the information required by point (d) of paragraph 1 of this Article is made available in that management report.
CHAPTER 6
CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS
Article 21
Scope of the consolidated financial statements and reports
For the purposes of this Chapter, a parent undertaking and all of its subsidiary undertakings shall be undertakings to be consolidated where the parent undertaking is an undertaking to which the coordination measures prescribed by this Directive apply by virtue of Article 1(1).
Article 22
The requirement to prepare consolidated financial statements
A Member State shall require any undertaking governed by its national law to draw up consolidated financial statements and a consolidated management report if that undertaking (a parent undertaking):
has a majority of the shareholders' or members' voting rights in another undertaking (a subsidiary undertaking);
has the right to appoint or remove a majority of the members of the administrative, management or supervisory body of another undertaking (a subsidiary undertaking) and is at the same time a shareholder in or member of that undertaking;
has the right to exercise a dominant influence over an undertaking (a subsidiary undertaking) of which it is a shareholder or member, pursuant to a contract entered into with that undertaking or to a provision in its memorandum or articles of association, where the law governing that subsidiary undertaking permits its being subject to such contracts or provisions.
A Member State need not prescribe that a parent undertaking must be a shareholder in or member of its subsidiary undertaking. Those Member States the laws of which do not provide for such contracts or clauses shall not be required to apply this provision; or
is a shareholder in or member of an undertaking, and:
a majority of the members of the administrative, management or supervisory bodies of that undertaking (a subsidiary undertaking) who have held office during the financial year, during the preceding financial year and up to the time when the consolidated financial statements are drawn up, have been appointed solely as a result of the exercise of its voting rights; or
controls alone, pursuant to an agreement with other shareholders in or members of that undertaking (a subsidiary undertaking), a majority of shareholders' or members' voting rights in that undertaking. The Member States may introduce more detailed provisions concerning the form and contents of such agreements.
Member States shall prescribe at least the arrangements referred to in point (ii). They may subject the application of point (i) to the requirement that the voting rights represent at least 20 % of the total.
However, point (i) shall not apply where a third party has the rights referred to in points (a), (b) or (c) with regard to that undertaking.
In addition to the cases mentioned in paragraph 1, Member States may require any undertaking governed by their national law to draw up consolidated financial statements and a consolidated management report if:
that undertaking (a parent undertaking) has the power to exercise, or actually exercises, dominant influence or control over another undertaking (the subsidiary undertaking); or
that undertaking (a parent undertaking) and another undertaking (the subsidiary undertaking) are managed on a unified basis by the parent undertaking.
For the purposes of points (a), (b) and (d) of paragraph 1, the rights mentioned in paragraph 3 shall be reduced by the rights:
attaching to shares held on behalf of a person who is neither the parent undertaking nor a subsidiary of that parent undertaking; or
attaching to shares:
held by way of security, provided that the rights in question are exercised in accordance with the instructions received, or
held in connection with the granting of loans as part of normal business activities, provided that the voting rights are exercised in the interests of the person providing the security.
Without prejudice to this Article and Articles 21 and 23, a Member State may require any undertaking governed by its national law to draw up consolidated financial statements and a consolidated management report if:
that undertaking and one or more other undertakings to which it is not related as described in paragraphs 1 or 2, are managed on a unified basis in accordance with:
a contract concluded with that undertaking, or
the memorandum or articles of association of those other undertakings; or
the administrative, management or supervisory bodies of that undertaking and of one or more other undertakings to which it is not related, as described in paragraphs 1 or 2, consist in the majority of the same persons in office during the financial year and until the consolidated financial statements are drawn up.
Paragraph 6 of this Article, Article 23(1), (2), (9) and (10) and Articles 24 to 29 shall apply to the consolidated financial statements and the consolidated management report referred to in paragraph 7 of this Article, subject to the following modifications:
references to parent undertakings shall be understood to refer to all of the undertakings specified in paragraph 7 of this Article; and
without prejudice to Article 24(3), the items ‘capital’, ‘share premium account’, ‘revaluation reserve’, ‘reserves’, ‘profit or loss brought forward’, and ‘profit or loss for the financial year’ to be included in the consolidated financial statements shall be the aggregate amounts attributable to each of the undertakings specified in paragraph 7 of this Article.
Article 23
Exemptions from consolidation
Notwithstanding paragraphs 1 and 2 of this Article, a Member State shall, in the following cases, exempt from the obligation to draw up consolidated financial statements and a consolidated management report any parent undertaking (the exempted undertaking) governed by its national law which is also a subsidiary undertaking, including a public-interest entity unless that public-interest entity falls under point (1)(a) of Article 2, the own parent undertaking of which is governed by the law of a Member State and:
the parent undertaking of the exempted undertaking holds all of the shares in the exempted undertaking. The shares in the exempted undertaking held by members of its administrative, management or supervisory bodies pursuant to a legal obligation or an obligation in its memorandum or articles of association shall be ignored for this purpose; or
the parent undertaking of the exempted undertaking holds 90 % or more of the shares in the exempted undertaking and the remaining shareholders in or members of the exempted undertaking have approved the exemption.
The exemptions referred to in paragraph 3 shall fulfil all of the following conditions:
the exempted undertaking and, without prejudice to paragraph 9, all of its subsidiary undertakings are consolidated in the financial statements of a larger body of undertakings, the parent undertaking of which is governed by the law of a Member State;
the consolidated financial statements referred to in point (a) and the consolidated management report of the larger body of undertakings are drawn up by the parent undertaking of that body, in accordance with the law of the Member State by which that parent undertaking is governed, in accordance with this Directive, with the exception of the requirements laid down in Article 29a, or in accordance with international accounting standards adopted in accordance with Regulation (EC) No 1606/2002;
in relation to the exempted undertaking the following documents are published in the manner prescribed by the law of the Member State by which that exempted undertaking is governed, in accordance with Article 30:
the consolidated financial statements referred to in point (a) and the consolidated management report referred to in point (b),
the audit report, and
where appropriate, the appendix referred to in paragraph 6.
That Member State may require that the documents referred to in points (i), (ii) and (iii) be published in its official language and that the translation be certified;
the notes to the annual financial statements of the exempted undertaking disclose the following:
the name and registered office of the parent undertaking that draws up the consolidated financial statements referred to in point (a), and
the exemption from the obligation to draw up consolidated financial statements and a consolidated management report.
In cases not covered by paragraph 3, a Member State may, without prejudice to paragraphs 1, 2 and 3 of this Article, exempt from the obligation to draw up consolidated financial statements and a consolidated management report any parent undertaking (the exempted undertaking) governed by its national law which is also a subsidiary undertaking, including a public-interest entity unless that public-interest entity falls under point (1)(a) of Article 2, the parent undertaking of which is governed by the law of a Member State, provided that all the conditions set out in paragraph 4 are fulfilled and provided further:
that the shareholders in or members of the exempted undertaking who own a minimum proportion of the subscribed capital of that undertaking have not requested the preparation of consolidated financial statements at least six months before the end of the financial year;
that the minimum proportion referred to in point (a) does not exceed the following limits:
10 % of the subscribed capital in the case of public limited liability companies and limited partnerships with share capital; and
20 % of the subscribed capital in the case of undertakings of other types;
that the Member State does not make the exemption subject to:
the condition that the parent undertaking, which prepared the consolidated financial statements referred to in point (a) of paragraph 4, is governed by the national law of the Member State granting the exemption, or
conditions relating to the preparation and auditing of those financial statements.
Paragraphs 3 to 6 shall apply without prejudice to Member State legislation on the drawing-up of consolidated financial statements or consolidated management reports in so far as those documents are required:
for the information of employees or their representatives; or
by an administrative or judicial authority for its own purposes.
Without prejudice to paragraphs 1, 2, 3 and 5 of this Article, a Member State which provides for exemptions under paragraphs 3 and 5 of this Article may also exempt from the obligation to draw up consolidated financial statements and a consolidated management report any parent undertaking (the exempted undertaking) governed by its national law which is also a subsidiary undertaking, including a public-interest entity unless that public-interest entity falls under point (1)(a) of Article 2, the parent undertaking of which is not governed by the law of a Member State, if all of the following conditions are fulfilled:
the exempted undertaking and, without prejudice to paragraph 9, all of its subsidiary undertakings are consolidated in the financial statements of a larger body of undertakings;
the consolidated financial statements referred to in point (a) and, where appropriate, the consolidated management report are drawn up:
in accordance with this Directive, with the exception of the requirements laid down in Article 29a,
in accordance with international accounting standards adopted pursuant to Regulation (EC) No 1606/2002,
in a manner equivalent to consolidated financial statements and consolidated management reports drawn up in accordance with this Directive, with the exception of the requirements laid down in Article 29a, or
in a manner equivalent to international accounting standards as determined in accordance with Commission Regulation (EC) No 1569/2007 of 21 December 2007 establishing a mechanism for the determination of equivalence of accounting standards applied by third country issuers of securities pursuant to Directives 2003/71/EC and 2004/109/EC of the European Parliament and of the Council ( 18 );
the consolidated financial statements referred to in point (a) have been audited by one or more statutory auditor(s) or audit firm(s) authorised to audit financial statements under the national law governing the undertaking which drew up those statements.
Points (c) and (d) of paragraph 4 and paragraphs 5, 6 and 7 shall apply.
An undertaking, including a public-interest entity, need not be included in consolidated financial statements where at least one of the following conditions is fulfilled:
in extremely rare cases where the information necessary for the preparation of consolidated financial statements in accordance with this Directive cannot be obtained without disproportionate expense or undue delay;
the shares of that undertaking are held exclusively with a view to their subsequent resale; or
severe long-term restrictions substantially hinder:
the parent undertaking in the exercise of its rights over the assets or management of that undertaking; or
the exercise of unified management of that undertaking where it is in one of the relationships defined in Article 22(7).
Without prejudice to point (b) of Article 6(1), Article 21 and paragraphs 1 and 2 of this Article, any parent undertaking, including a public-interest entity, shall be exempted from the obligation imposed in Article 22 if:
it only has subsidiary undertakings which are immaterial, both individually and collectively; or
all its subsidiary undertakings can be excluded from consolidation by virtue of paragraph 9 of this Article.
Article 24
The preparation of consolidated financial statements
The book values of shares in the capital of undertakings included in a consolidation shall be set off against the proportion which they represent of the capital and reserves of those undertakings in accordance with the following:
except in the case of shares in the capital of the parent undertaking held either by that undertaking itself or by another undertaking included in the consolidation, which shall be treated as own shares in accordance with Chapter 3, that set-off shall be effected on the basis of book values as they stand on the date on which those undertakings are included in a consolidation for the first time. Differences arising from that set-off shall, as far as possible, be entered directly against those items in the consolidated balance sheet which have values above or below their book values;
a Member State may permit or require set-offs on the basis of the values of identifiable assets and liabilities as at the date of acquisition of the shares or, in the event of acquisition in two or more stages, as at the date on which the undertaking became a subsidiary;
any difference remaining after the application of point (a) or resulting from the application of point (b) shall be shown as goodwill in the consolidated balance sheet;
the methods used to calculate the value of goodwill and any significant changes in value in relation to the preceding financial year shall be explained in the notes to the financial statements;
where the offsetting of positive and negative goodwill is authorised by a Member State, the notes to the financial statements shall include an analysis of the goodwill;
negative goodwill may be transferred to the consolidated profit and loss account where such a treatment is in accordance with the principles set out in Chapter 2.
Consolidated financial statements shall show the assets, liabilities, financial positions, profits or losses of the undertakings included in a consolidation as if they were a single undertaking. In particular, the following shall be eliminated from the consolidated financial statements:
debts and claims between the undertakings;
income and expenditure relating to transactions between the undertakings; and
profits and losses resulting from transactions between the undertakings, where they are included in the book values of assets.
A Member State may, however, permit or require consolidated financial statements to be drawn up as at another date in order to take account of the balance sheet dates of the largest number or the most important of the undertakings included in the consolidation, provided that:
that fact shall be disclosed in the notes to the consolidated financial statements and reasons given;
account shall be taken, or disclosure made, of important events concerning the assets and liabilities, the financial position and the profit or loss of an undertaking included in a consolidation which have occurred between that undertaking's balance sheet date and the consolidated balance sheet date; and
where an undertaking's balance sheet date precedes or follows the consolidated balance sheet date by more than three months, that undertaking shall be consolidated on the basis of interim financial statements drawn up as at the consolidated balance sheet date.
Article 25
Business combinations within a group
Article 26
Proportional consolidation
Article 27
Equity accounting of associated undertakings
When this Article is applied for the first time to an associated undertaking, that associated undertaking shall be shown in the consolidated balance sheet either:
at its book value calculated in accordance with the measurement rules laid down in Chapters 2 and 3. The difference between that value and the amount corresponding to the proportion of capital and reserves represented by the participating interest in that associated undertaking shall be disclosed separately in the consolidated balance sheet or in the notes to the consolidated financial statements. That difference shall be calculated as at the date on which that method is used for the first time; or
at an amount corresponding to the proportion of the associated undertaking's capital and reserves represented by the participating interest in that associated undertaking. The difference between that amount and the book value calculated in accordance with the measurement rules laid down in Chapters 2 and 3 shall be disclosed separately in the consolidated balance sheet or in the notes to the consolidated financial statements. That difference shall be calculated as at the date on which that method is used for the first time.
A Member State may prescribe the application of one or other of the options provided for in points (a) and (b). In such cases, the consolidated balance sheet or the notes to the consolidated financial statements shall indicate which of those options has been used.
In addition, for the purposes of points (a) and (b), a Member State may permit or require the calculation of the difference as at the date of acquisition of the shares or, where they were acquired in two or more stages, as at the date on which the undertaking became an associated undertaking.
Article 28
The notes to the consolidated financial statements
The notes to the consolidated financial statements shall set out the information required by Articles 16, 17 and 18, in addition to any other information required under other provisions of this Directive, in a way which facilitates the assessment of the financial position of the undertakings included in the consolidation taken as a whole, taking account of the essential adjustments resulting from the particular characteristics of consolidated financial statements as compared to annual financial statements, including the following:
in disclosing transactions between related parties, transactions between related parties included in a consolidation that are eliminated on consolidation shall not be included;
in disclosing the average number of employees employed during the financial year, there shall be separate disclosure of the average number of employees employed by undertakings that are proportionately consolidated; and
in disclosing the amounts of emoluments and advances and credits granted to members of the administrative, managerial and supervisory bodies, only amounts granted by the parent undertaking and its subsidiary undertakings to members of the administrative, managerial and supervisory bodies of the parent undertaking shall be disclosed.
The notes to the consolidated financial statements shall, in addition to the information required under paragraph 1, set out the following information:
in relation to undertakings included in the consolidation:
the names and registered offices of those undertakings,
the proportion of the capital held in those undertakings, other than the parent undertaking, by the undertakings included in the consolidation or by persons acting in their own names but on behalf of those undertakings, and
information as to which of the conditions referred to in Article 22(1), (2) and (7) following the application of Article 22(3), (4) and (5) has formed the basis on which the consolidation has been carried out. That disclosure may, however, be omitted where consolidation has been carried out on the basis of point (a) of Article 22(1) and where the proportion of the capital and the proportion of the voting rights held are the same.
The same information shall be given in respect of undertakings excluded from a consolidation on the grounds of immateriality pursuant to point (j) of Article 6(1) and Article 23(10), and an explanation shall be given for the exclusion of the undertakings referred to in Article 23(9);
the names and registered offices of associated undertakings included in the consolidation as described in Article 27(1) and the proportion of their capital held by undertakings included in the consolidation or by persons acting in their own names but on behalf of those undertakings;
the names and registered offices of undertakings proportionally consolidated under Article 26, the factors on which joint management of those undertakings is based, and the proportion of their capital held by the undertakings included in the consolidation or by persons acting in their own names but on behalf of those undertakings; and
in relation to each of the undertakings, other than those referred to in points (a), (b) and (c), in which undertakings included in the consolidation, either themselves or through persons acting in their own names but on behalf of those undertakings, hold a participating interest:
the name and registered office of those undertakings,
the proportion of the capital held,
the amount of the capital and reserves, and the profit or loss for the latest financial year of the undertaking concerned for which financial statements have been adopted.
The information concerning capital and reserves and the profit or loss may also be omitted where the undertaking concerned does not publish its balance sheet.
Article 29
The consolidated management report
The following adjustments to the information required by Articles 19 and 20 shall apply:
in reporting details of own shares acquired, the consolidated management report shall indicate the number and nominal value or, in the absence of a nominal value, the accounting par value of all of the parent undertaking's shares held by that parent undertaking, by subsidiary undertakings of that parent undertaking or by a person acting in his own name but on behalf of any of those undertakings. A Member State may permit or require the disclosure of those particulars in the notes to the consolidated financial statements;
in reporting on internal control and risk management systems, the corporate governance statement shall refer to the main features of the internal controls and risk management systems for the undertakings included in the consolidation, taken as a whole.
Article 29a
Consolidated sustainability reporting
The information referred to in the first subparagraph shall be clearly identifiable within the consolidated management report, through a dedicated section of the consolidated management report.
The information referred to in paragraph 1 shall contain:
a brief description of the group’s business model and strategy, including:
the resilience of the group’s business model and strategy in relation to risks related to sustainability matters;
the opportunities for the group related to sustainability matters;
the plans of the group, including implementing actions and related financial and investment plans, to ensure that its business model and strategy are compatible with the transition to a sustainable economy and with the limiting of global warming to 1,5 °C in line with the Paris Agreement and the objective of achieving climate neutrality by 2050 as established in Regulation (EU) 2021/1119 and where relevant, the exposure of the group to coal-, oil- and gas-related activities;
how the group’s business model and strategy take account of the interests of the group’s stakeholders and of the impacts of the group on sustainability matters;
how the group’s strategy has been implemented with regard to sustainability matters;
a description of the time-bound targets related to sustainability matters set by the group, including, where appropriate, absolute greenhouse gas emission reduction targets at least for 2030 and 2050, a description of the progress the group has made towards achieving those targets, and a statement of whether the group’s targets related to environmental factors are based on conclusive scientific evidence;
a description of the role of the administrative, management and supervisory bodies with regard to sustainability matters, and of their expertise and skills in relation to fulfilling that role or the access such bodies have to such expertise and skills;
a description of the group’s policies in relation to sustainability matters;
information about the existence of incentive schemes linked to sustainability matters which are offered to members of the administrative, management and supervisory bodies;
a description of:
the due diligence process implemented by the group with regard to sustainability matters, and, where applicable, in line with Union requirements on undertakings to conduct a due diligence process;
the principal actual or potential adverse impacts connected with the group’s own operations and with its value chain, including its products and services, its business relationships and its supply chain, actions taken to identify and monitor those impacts, and other adverse impacts which the parent undertaking is required to identify pursuant to other Union requirements to conduct a due diligence process;
any actions taken by the group to prevent, mitigate, remediate or bring an end to actual or potential adverse impacts, and the result of such actions;
a description of the principal risks to the group related to sustainability matters, including the group’s principal dependencies on those matters, and how the group manages those risks;
indicators relevant to the disclosures referred to in points (a) to (g).
Parent undertakings shall report the process carried out to identify the information that they have included in the consolidated management report in accordance with paragraph 1 of this Article. The information listed in the first subparagraph of this paragraph shall include information related to short-, medium- and long-term time horizons, as applicable.
For the first three years of the application of the measures to be adopted by the Member States in accordance with Article 5(2) of Directive (EU) 2022/2464, and in the event that not all the necessary information regarding its value chain is available, the parent undertaking shall explain the efforts made to obtain the necessary information about its value chain, the reasons why not all of the necessary information could be obtained, and its plans to obtain the necessary information in the future.
Where applicable, the information referred to in paragraphs 1 and 2 shall also include references to, and additional explanations of, the other information included in the consolidated management report in accordance with Article 29 of this Directive and the amounts reported in the consolidated financial statements.
Member States may allow information relating to impending developments or matters in the course of negotiation to be omitted in exceptional cases where, in the duly justified opinion of the members of the administrative, management and supervisory bodies, acting within the competences assigned to them by national law and having collective responsibility for that opinion, the disclosure of such information would be seriously prejudicial to the commercial position of the group, provided that such omission does not prevent a fair and balanced understanding of the group’s development, performance, and position, and the impact of its activity.
Undertakings shall indicate which subsidiary undertakings included in the consolidation are exempted from annual or consolidated sustainability reporting pursuant to Articles 19a(9) or 29a(8) respectively.
The exemption in the first subparagraph shall be subject to the following conditions:
the management report of the exempted parent undertaking contains all of the following information:
the name and registered office of the parent undertaking that reports information at group level in accordance with this Article, or in a manner equivalent to the sustainability reporting standards adopted pursuant to Article 29b of this Directive, as determined in accordance with an implementing act on the equivalence of sustainability reporting standards adopted pursuant to the third subparagraph of Article 23(4) of Directive 2004/109/EC;
the weblinks to the consolidated management report of the parent undertaking or, where applicable, to the consolidated sustainability reporting of the parent undertaking, as referred to in the first subparagraph of this paragraph, and to the assurance opinion referred to in point (aa) of the second subparagraph of Article 34(1) of this Directive or to the assurance opinion referred to in point (b) of this subparagraph;
the information that the parent undertaking is exempted from the obligations set out in paragraphs 1 to 5 of this Article;
if the parent undertaking is established in a third country, its consolidated sustainability reporting and the assurance opinion, expressed by one or more person(s) or firm(s) authorised to give an opinion on the assurance of sustainability reporting under the national law governing the parent undertaking, are published in accordance with Article 30, and in accordance with the law of the Member State by which the exempted parent undertaking is governed;
if the parent undertaking is established in a third country, the disclosures laid down in Article 8 of Regulation (EU) 2020/852, covering the activities carried out by the subsidiary undertaking established in the Union and exempted from sustainability reporting on the basis of Article 19a(9) of this Directive, shall be included in the management report of the exempted parent undertaking, or in the consolidated sustainability reporting carried out by the parent undertaking established in a third country.
The Member State by whose national law the exempted parent undertaking is governed may require that the consolidated management report or, where applicable, the consolidated sustainability report of the parent undertaking is published in a language that that Member State accepts, and that any necessary translation into such language is provided. Any translation that has not been certified shall include a statement to that effect.
Parent undertakings which are exempted from preparing a management report pursuant to Article 37 shall not be obliged to provide the information referred to in points (a)(i) to (a)(iii) of the second subparagraph of this paragraph, provided that such undertakings publish the consolidated management report in accordance with Article 37.
For the purposes of the first subparagraph of this paragraph, and where Article 10 of Regulation (EU) No 575/2013 applies, credit institutions referred to in point (b) of the first subparagraph of Article 1(3) of this Directive that are permanently affiliated to a central body which supervises them under the conditions laid down in Article 10 of Regulation (EU) No 575/2013 shall be treated as subsidiary undertakings of that central body.
For the purposes of the first subparagraph of this paragraph, insurance undertakings referred to in point (a) of the first subparagraph of Article 1(3) of this Directive that are part of a group, on the basis of financial relationships referred to in point (c)(ii) of Article 212(1) of Directive 2009/138/EC, and which are subject to group supervision in accordance with points (a) to (c) of Article 213(2) of that Directive shall be treated as subsidiary undertakings of the parent undertaking of that group.
CHAPTER 6a
SUSTAINABILITY REPORTING STANDARDS
Article 29b
Sustainability reporting standards
In the delegated acts referred to in the first subparagraph of this paragraph the Commission shall, by 30 June 2023, specify the information that undertakings are to report in accordance with Article 19a(1) and (2), and Article 29a(1) and (2) where appropriate, which shall at least include the information that financial market participants subject to the disclosure obligations of Regulation (EU) 2019/2088 need in order to comply with those obligations.
In the delegated acts referred to in the first subparagraph the Commission shall, by 30 June 2024, specify:
complementary information that undertakings are to report with regard to the sustainability matters and reporting areas listed in Article 19a(2), where necessary;
information that undertakings are to report that is specific to the sector in which they operate.
The reporting requirements laid down in the delegated acts referred to in the first subparagraph shall not enter into force earlier than four months after their adoption by the Commission.
When adopting delegated acts to specify the information required under point (ii) of the third subparagraph, the Commission shall pay particular attention to the scale of the risks and impacts related to sustainability matters for each sector, taking account of the fact that risks and impacts are higher for some sectors than for others.
The Commission shall, at least every three years after their date of application, review the delegated acts adopted pursuant to this Article, taking into consideration the technical advice of the European Financial Reporting Advisory Group (EFRAG), and, where necessary, it shall amend such delegated acts to take into account relevant developments, including developments with regard to international standards.
The Commission shall, at least once a year, consult the European Parliament, and consult jointly the Member State Expert Group on Sustainable Finance, referred to in Article 24 of Regulation (EU) 2020/852, and the Accounting Regulatory Committee, referred to in Article 6 of Regulation (EC) No 1606/2002, on EFRAG’s work programme as regards the development of sustainability reporting standards.
The sustainability reporting standards shall, taking into account the subject matter of a particular sustainability reporting standard:
specify the information that undertakings are to disclose about the following environmental factors:
climate change mitigation, including as regards scope 1, scope 2 and, where relevant, scope 3 greenhouse gas emissions;
climate change adaptation;
water and marine resources;
resource use and the circular economy;
pollution;
biodiversity and ecosystems;
specify the information that undertakings are to disclose about the following social and human rights factors:
equal treatment and opportunities for all, including gender equality and equal pay for work of equal value, training and skills development, the employment and inclusion of people with disabilities, measures against violence and harassment in the workplace, and diversity;
working conditions, including secure employment, working time, adequate wages, social dialogue, freedom of association, existence of works councils, collective bargaining, including the proportion of workers covered by collective agreements, the information, consultation and participation rights of workers, work-life balance, and health and safety;
respect for the human rights, fundamental freedoms, democratic principles and standards established in the International Bill of Human Rights and other core UN human rights conventions, including the UN Convention on the Rights of Persons with Disabilities, the UN Declaration on the Rights of Indigenous Peoples, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work and the fundamental conventions of the International Labour Organization, the European Convention for the protection of Human Rights and Fundamental Freedoms, the European Social Charter, and the Charter of Fundamental Rights of the European Union;
specify the information that undertakings are to disclose about the following governance factors:
the role of the undertaking’s administrative, management and supervisory bodies with regard to sustainability matters, and their composition, as well as their expertise and skills in relation to fulfilling that role or the access such bodies have to such expertise and skills;
the main features of the undertaking’s internal control and risk management systems, in relation to the sustainability reporting and decision-making process;
business ethics and corporate culture, including anti-corruption and anti-bribery, the protection of whistleblowers and animal welfare;
activities and commitments of the undertaking related to exerting its political influence, including its lobbying activities;
the management and quality of relationships with customers, suppliers and communities affected by the activities of the undertaking, including payment practices, especially with regard to late payment to small and medium-sized undertakings.
The first subparagraph is without prejudice to Union requirements on undertakings to conduct a due diligence process.
When adopting delegated acts pursuant to paragraph 1, the Commission shall, to the greatest extent possible, take account of:
the work of global standard-setting initiatives for sustainability reporting, and existing standards and frameworks for natural capital accounting and for greenhouse gas accounting, responsible business conduct, corporate social responsibility, and sustainable development;
the information that financial market participants need in order to comply with their disclosure obligations laid down in Regulation (EU) 2019/2088 and the delegated acts adopted pursuant to that Regulation;
the criteria, indicators and methodologies set out in the delegated acts adopted pursuant to Regulation (EU) 2020/852, including the technical screening criteria established pursuant to Article 10(3), Article 11(3), Article 12(2), Article 13(2), Article 14(2) and Article 15(2) of that Regulation and the reporting requirements set out in the delegated act adopted pursuant to Article 8 of that Regulation;
the disclosure requirements applicable to benchmark administrators in the benchmark statement and in the benchmark methodology and the minimum standards for the construction of EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks in accordance with Commission Delegated Regulations (EU) 2020/1816 ( 19 ), (EU) 2020/1817 ( 20 ) and (EU) 2020/1818 ( 21 );
the disclosures specified in the implementing acts adopted pursuant to Article 434a of Regulation (EU) No 575/2013;
Commission Recommendation 2013/179/EU ( 22 );
Directive 2003/87/EC of the European Parliament and of the Council ( 23 );
Regulation (EU) 2021/1119;
Regulation (EC) No 1221/2009 of the European Parliament and of the Council ( 24 );
Directive (EU) 2019/1937 of the European Parliament and of the Council ( 25 ).
Article 29c
Sustainability reporting standards for small and medium-sized undertakings
The reporting requirements laid down in the delegated acts referred to in the first subparagraph shall not enter into force earlier than four months after their adoption by the Commission.
CHAPTER 6b
SINGLE ELECTRONIC REPORTING FORMAT
Article 29d
Single electronic reporting format
CHAPTER 7
PUBLICATION
Article 30
General publication requirement
Member States may require undertakings subject to Articles 19a and 29a to make the management report available to the public on their website, free of charge. Where an undertaking does not have a website, Member States may require it to make a written copy of its management report available upon request.
Where an independent assurance services provider expresses the opinion referred to in point (aa) of the second subparagraph of Article 34(1), that opinion shall be published together with the documents referred to in the first subparagraph of this paragraph.
Member States may, however, exempt undertakings from the obligation to publish the management report where a copy of all or part of any such report can be easily obtained upon request at a price not exceeding its administrative cost.
The exemption laid down in the fourth subparagraph of this paragraph shall not apply to undertakings subject to the requirements on sustainability reporting laid down in Articles 19a and 29a.
Member States may exempt an undertaking referred to in Annex II to which the coordination measures prescribed by this Directive apply by virtue of point (b) of Article 1(1) from publishing its financial statements in accordance with Article 3 of Directive 2009/101/EC, provided that those financial statements are available to the public at its head office, in the following cases:
all the members of the undertaking concerned that have unlimited liability are undertakings referred to in Annex I governed by the laws of Member States other than the Member State whose law governs that undertaking, and none of those undertakings publishes the financial statements of the undertaking concerned with its own financial statements;
all the members of the undertaking concerned that have unlimited liability are undertakings which are not governed by the laws of a Member State but which have a legal form comparable to those referred to in Directive 2009/101/EC.
Copies of the financial statements shall be obtainable upon request. The price of such a copy may not exceed its administrative cost.
Where the undertaking drawing up the consolidated financial statements is established as one of the types of undertaking listed in Annex II and is not required by the national law of its Member State to publish the documents referred to in paragraph 1 in the same manner as prescribed in Article 3 of Directive 2009/101/EC, it shall, as a minimum, make those documents available to the public at its head office and a copy shall be provided upon request, the price of which shall not exceed its administrative cost.
Article 31
Simplifications for small and medium-sized undertakings
Member States may permit medium-sized undertakings to publish:
abridged balance sheets showing only those items preceded by letters and roman numerals in Annexes III and IV and disclosing separately, either in the balance sheet or in the notes to the financial statements:
C (I) (3), C (II) (1), (2), (3) and (4), C (III) (1), (2), (3) and (4), D (II) (2), (3) and (6) and D (III) (1) and (2) under ‘Assets’ and C, (1), (2), (6), (7) and (9) under ‘Capital, reserves and liabilities’ in Annex III,
C (I) (3), C (II) (1), (2), (3) and (4), C (III) (1), (2), (3) and (4), D (II) (2), (3) and (6), D (III) (1) and (2), F (1), (2), (6), (7) and (9) and (I) (1), (2), (6), (7) and (9) in Annex IV,
the information required as indicated in brackets in D (II) under ‘Assets’ and C under ‘Capital, reserves and liabilities’ in Annex III, in total for all the items concerned and separately for D (II) (2) and (3) under ‘Assets’ and C (1), (2), (6), (7) and (9) under ‘Capital, reserves and liabilities’,
the information required as indicated in brackets in D (II) in Annex IV, in total for all the items concerned, and separately for D (II) (2) and (3);
abridged notes to their financial statements without the information required in points (f) and (j) of Article 17(1).
This paragraph shall be without prejudice to Article 30(1), in so far as that Article relates to the profit and loss account, the management report and the opinion of the statutory auditor or audit firm.
Article 32
Other publication requirements
If the annual financial statements are not published in full, the abridged version of those financial statements, which shall not be accompanied by the audit report, shall:
indicate that the version published is abridged;
refer to the register in which the financial statements have been filed in accordance with Article 3 of Directive 2009/101/EC or, where the financial statements have not yet been filed, disclose that fact;
disclose whether an unqualified, qualified or adverse audit opinion was expressed by the statutory auditor or audit firm, or whether the statutory auditor or audit firm was unable to express an audit opinion;
disclose whether the audit report included a reference to any matters to which the statutory auditor or audit firm drew attention by way of emphasis without qualifying the audit opinion.
Article 33
Responsibility and liability for drawing up and publishing the financial statements and the management report
Member States shall ensure that the members of the administrative, management and supervisory bodies of an undertaking, acting within the competences assigned to them by national law, have collective responsibility for ensuring that the following documents are drawn up and published in accordance with the requirements of this Directive and, where applicable, with the international accounting standards adopted pursuant to Regulation (EC) No 1606/2002, with Delegated Regulation (EU) 2019/815, with the sustainability reporting standards referred to in Article 29b or Article 29c of this Directive, and with the requirements of Article 29d of this Directive:
the annual financial statements, the management report and the corporate governance statement when provided separately; and
the consolidated financial statements, the consolidated management reports and the consolidated corporate governance statement when provided separately.
CHAPTER 8
AUDITING AND ASSURANCE OF SUSTAINABILITY REPORTING
Article 34
General requirement
The statutory auditor(s) or audit firm(s) shall also:
express an opinion on:
whether the management report is consistent with the financial statements for the same financial year, and
whether the management report has been prepared in accordance with the applicable legal requirements, excluding the requirements on sustainability reporting laid down in Article 19a of this Directive;
where applicable, express an opinion based on a limited 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 sustainability reporting standards adopted pursuant to Article 29b or Article 29c, the process carried out by the undertaking to identify the information reported pursuant to those sustainability reporting standards, and the compliance with the requirement to mark up sustainability reporting in accordance with Article 29d, and as regards the compliance with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852;
state whether, in the light of the knowledge and understanding of the undertaking and its environment obtained in the course of the audit, he, she or it has identified material misstatements in the management report, and shall give an indication of the nature of any such misstatements.
Member States may allow an independent assurance services provider established in their territory to express the opinion referred to in point (aa) of the second subparagraph of paragraph 1, provided that such independent assurance services provider is subject to requirements that are equivalent to those set out in Directive 2006/43/EC of the European Parliament and of the Council ( 28 ) as regards the assurance of sustainability reporting as defined in point 22 of Article 2 of that Directive, in particular the requirements on:
training and examination, ensuring that independent assurance services providers acquire the necessary expertise concerning sustainability reporting and the assurance of sustainability reporting;
continuing education;
quality assurance systems;
professional ethics, independence, objectivity, confidentiality and professional secrecy;
appointment and dismissal;
investigations and sanctions;
the organisation of the work of the independent assurance services provider, in particular in terms of sufficient resources and personnel and the maintenance of client account records and files; and
reporting irregularities.
Member States shall ensure that, where an independent assurance services provider expresses the opinion referred to in point (aa) of the second subparagraph of paragraph 1 of this Article, that opinion is prepared in accordance with Articles 26a, 27a and 28a of Directive 2006/43/EC and that, where applicable, the audit committee, or a dedicated committee, reviews and monitors the independence of the independent assurance services provider in accordance with point (e) of Article 39(6) of Directive 2006/43/EC.
Member States shall ensure that independent assurance services providers accredited before 1 January 2024 for the assurance of sustainability reporting, in accordance with Regulation (EC) No 765/2008, are not subject to the training and examination requirements referred to in point (a) of the first subparagraph of this paragraph.
Member States shall ensure that independent assurance services providers that on 1 January 2024 are undergoing the accreditation process in accordance with the relevant national requirements are not subject to the training and examination requirements referred to in point (a) of the first subparagraph as regards the assurance of sustainability reporting, provided they complete that process by 1 January 2026.
Member States shall ensure that the independent assurance services providers referred to in the third and fourth subparagraphs acquire the necessary knowledge in sustainability reporting and the assurance of sustainability reporting via the continuing education requirement referred to in point (b) of the first subparagraph.
If a Member State, pursuant to the first subparagraph, decides to allow an independent assurance services provider to express the opinion referred to in point (aa) of the second subparagraph of paragraph 1, it shall also allow a statutory auditor other than the one(s) carrying out the statutory audit of financial statements to do so, as provided for in paragraph 3.
The home Member State shall be responsible for the supervision of the independent assurance services providers established in its territory, unless the host Member State decides to supervise the assurance of sustainability reporting carried out by independent assurance services providers in its territory.
If the host Member State decides to supervise the assurance of sustainability reporting carried out in its territory by independent assurance services providers registered in another Member State, the host Member State shall:
not impose more stringent requirements or liability on such independent assurance services providers than those required for assurance of sustainability reporting by the national laws for the independent assurance services providers or auditors established in that host Member State; and
inform other Member States about its decision to supervise the assurance of sustainability reporting carried out by independent assurance services providers established in other Member States.
Article 35
Amendment of Directive 2006/43/EC as regards the audit report
Article 28 of Directive 2006/43/EC is replaced by the following:
‘Article 28
Audit reporting
The audit report shall include:
an introduction which shall, as a minimum, identify the financial statements that are the subject of the statutory audit, together with the financial reporting framework that has been applied in their preparation;
a description of the scope of the statutory audit which shall, as a minimum, identify the auditing standards in accordance with which the statutory audit was conducted;
an audit opinion, which shall be either unqualified, qualified or an adverse opinion and shall state clearly the opinion of the statutory auditor as to:
whether the annual financial statements give a true and fair view in accordance with the relevant financial reporting framework, and,
where appropriate, whether the annual financial statements comply with statutory requirements.
If the statutory auditor is unable to express an audit opinion, the report shall contain a disclaimer of opinion;
a reference to any matters to which the statutory auditor draws attention by way of emphasis without qualifying the audit opinion;
the opinion and statement referred to in the second subparagraph of Article 34(1) of 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 ( 29 ).
CHAPTER 9
PROVISIONS CONCERNING EXEMPTIONS AND RESTRICTIONS ON EXEMPTIONS
Article 36
Exemptions for micro-undertakings
Member States may exempt micro-undertakings from any or all of the following obligations:
the obligation to present ‘Prepayments and accrued income’ and ‘Accruals and deferred income’. Where a Member State makes use of that option, it may permit those undertakings, only in respect of other charges as referred to in point (b)(vi) of paragraph 2 of this Article, to depart from point (d) of Article 6(1) with regard to the recognition of ‘Prepayments and accrued income’ and ‘Accruals and deferred income’, provided that this fact is disclosed in the notes to the financial statements or, in accordance with point (b) of this paragraph, at the foot of the balance sheet;
the obligation to draw up notes to the financial statements in accordance with Article 16, provided that the information required by points (d) and (e) of Article 16(1) of this Directive and by Article 24(2) of Directive 2012/30/EU is disclosed at the foot of the balance sheet;
the obligation to prepare a management report in accordance with Chapter 5, provided that the information required by Article 24(2) of Directive 2012/30/EU is disclosed in the notes to the financial statements or, in accordance with point (b) of this paragraph, at the foot of the balance sheet;
the obligation to publish annual financial statements in accordance with Chapter 7 of this Directive, provided that the balance sheet information contained therein is duly filed, in accordance with national law, with at least one competent authority designated by the Member State concerned. Whenever the competent authority is not the central register, commercial register or companies register, as referred to in Article 3(1) of Directive 2009/101/EC, the competent authority is required to provide the register with the information filed.
Member States may permit micro-undertakings:
to draw up only an abridged balance sheet showing separately at least those items preceded by letters in Annexes III or IV, where applicable. In cases where point (a) of paragraph 1 of this Article applies, items E under ‘Assets’ and D under ‘Liabilities’ in Annex III or items E and K in Annex IV shall be excluded from the balance sheet;
to draw up only an abridged profit and loss account showing separately at least the following items, where applicable:
net turnover,
other income,
cost of raw materials and consumables,
staff costs,
value adjustments,
other charges,
tax,
profit or loss.
Article 37
Exemption for subsidiary undertakings
Notwithstanding the provisions of Directives 2009/101/EC and 2012/30/EU, a Member State shall not be required to apply the provisions of this Directive concerning the content, auditing and publication of the annual financial statements and the management report to undertakings governed by their national laws which are subsidiary undertakings, where the following conditions are fulfilled:
the parent undertaking is subject to the laws of a Member State;
all shareholders or members of the subsidiary undertaking have, in respect of each financial year in which the exemption is applied, declared their agreement to the exemption from such obligation;
the parent undertaking has declared that it guarantees the commitments entered into by the subsidiary undertaking;
the declarations referred to in points (2) and (3) of this Article are published by the subsidiary undertaking as laid down by the laws of the Member State in accordance with Chapter 2 of Directive 2009/101/EC;
the subsidiary undertaking is included in the consolidated financial statements drawn up by the parent undertaking in accordance with this Directive;
the exemption is disclosed in the notes to the consolidated financial statements drawn up by the parent undertaking; and
the consolidated financial statements referred to in point (5) of this Article, the consolidated management report, and the audit report are published for the subsidiary undertaking as laid down by the laws of the Member State in accordance with Chapter 2 of Directive 2009/101/EC.
Article 38
Undertakings which are members having unlimited liability of other undertakings
Member States shall not be required to apply the requirements of this Directive to the undertaking concerned where:
the financial statements of the undertaking concerned are drawn up, audited and published in accordance with the provisions of this Directive by an undertaking which:
is a member having unlimited liability of that undertaking concerned, and
is governed by the laws of another Member State;
the undertaking concerned is included in consolidated financial statements drawn up, audited and published in accordance with this Directive by:
a member having unlimited liability, or
where the undertaking concerned is included in the consolidated financial statements of a larger body of undertakings drawn up, audited and published in conformity with this Directive, a parent undertaking governed by the laws of a Member State. This exemption shall be disclosed in the notes to the consolidated financial statements.
Article 39
Profit and loss account exemption for parent undertakings preparing consolidated financial statements
A Member State shall not be required to apply the provisions of this Directive concerning the auditing and publication of the profit and loss account to undertakings governed by its national laws which are parent undertakings, provided that the following conditions are fulfilled:
the parent undertaking draws up consolidated financial statements in accordance with this Directive and is included in those consolidated financial statements;
the exemption is disclosed in the notes to the annual financial statements of the parent undertaking;
the exemption is disclosed in the notes to the consolidated financial statements drawn up by the parent undertaking; and
the profit or loss of the parent undertaking, determined in accordance with this Directive, is shown in its balance sheet.
Article 40
Restriction of exemptions for public-interest entities
Unless expressly provided for in this Directive, Member States shall not make the simplifications and exemptions set out in this Directive available to public-interest entities. A public-interest entity shall be treated as a large undertaking regardless of its net turnover, balance sheet total or average number of employees during the financial year.
CHAPTER 9a
REPORTING CONCERNING THIRD-COUNTRY UNDERTAKINGS
Article 40a
Sustainability reports concerning third-country undertakings
The first subparagraph shall only apply to large subsidiary undertakings and to small and medium-sized subsidiary undertakings, except micro undertakings, which are public-interest entities as defined in point (a) of point (1) of Article 2.
A Member State shall require that a branch located in its territory, and which is a branch of an undertaking governed by the law of a third country, which is either not part of a group or is ultimately held by an undertaking that is formed in accordance with the law of a third country publish and make accessible a sustainability report covering the information specified in points (a)(iii) to (a)(v), points (b) to (f) and, where appropriate, point (h) of Article 29a(2), at the group level, or, if not applicable, the individual level, of the third-country undertaking.
The rule referred to in the third subparagraph shall only apply to a branch where the third-country undertaking does not have a subsidiary undertaking as referred to in the first subparagraph, and where the branch generated a net turnover of more than EUR 40 million in the preceding financial year.
The first and third subparagraphs shall only apply to the subsidiary undertakings or branches referred to in those subparagraphs where the third-country undertaking, at its group level, or, if not applicable, the individual level, generated a net turnover of more than EUR 150 million in the Union for each of the last two consecutive financial years.
Member States may require subsidiary undertakings or branches referred to in the first and third subparagraphs to send them information about the net turnover generated in their territory and in the Union by the third-country undertakings.
By way of derogation from the first subparagraph of this paragraph, the sustainability report referred to in paragraph 1 of this Article may be drawn up in accordance with the sustainability reporting standards adopted pursuant to Article 29b or in a manner equivalent to those sustainability reporting standards, as determined in accordance with an implementing act on the equivalence of sustainability reporting standards adopted pursuant to the third subparagraph of Article 23(4) of Directive 2004/109/EC.
Where the information required to draw up the sustainability report referred to in the first subparagraph of this paragraph is not available, the subsidiary undertaking or branch referred to in paragraph 1 shall request the third-country undertaking to provide them with all information necessary to enable them to meet their obligations.
In the event that not all the required information is provided, the subsidiary undertaking or branch referred to in paragraph 1 shall draw up, publish and make accessible the sustainability report referred to in paragraph 1, containing all information in its possession, obtained or acquired, and issue a statement indicating that the third-country undertaking did not make the necessary information available.
In the event that the third-country undertaking does not provide the assurance opinion in accordance with the first subparagraph, the subsidiary undertaking or branch shall issue a statement indicating that the third-country undertaking did not make the necessary assurance opinion available.
Article 40b
Sustainability reporting standards for third-country undertakings
The Commission shall adopt by 30 June 2024 a delegated act in accordance with Article 49 supplementing this Directive to provide for sustainability reporting standards for third-country undertakings that specify the information that is to be included in the sustainability reports referred to in Article 40a.
Article 40c
Responsibility for drawing up, publishing and making accessible sustainability reports concerning third-country undertakings
Member States shall provide that the branches of third-country undertakings are responsible for ensuring, to the best of their knowledge and ability, that their sustainability report is drawn up in accordance with Article 40a, and that that report is published and made accessible in accordance with Article 40d.
Member States shall provide that the members of the administrative, management and supervisory bodies of the subsidiary undertakings referred to in Article 40a have collective responsibility for ensuring, to the best of their knowledge and ability, that their sustainability report is drawn up in accordance with Article 40a, and that that report is published and made accessible in accordance with Article 40d.
Article 40d
Publication
CHAPTER 10
REPORT ON PAYMENTS TO GOVERNMENTS
Article 41
Definitions relating to reporting on payments to governments
For the purpose of this Chapter, the following definitions shall apply:
‘undertaking active in the extractive industry’ means an undertaking with any activity involving the exploration, prospection, discovery, development, and extraction of minerals, oil, natural gas deposits or other materials, within the economic activities listed in Section B, Divisions 05 to 08 of Annex I to Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification of economic activities NACE Revision 2 ( 31 );
‘undertaking active in the logging of primary forests’ means an undertaking with activities as referred to in Section A, Division 02, Group 02.2 of Annex I to Regulation (EC) No 1893/2006, in primary forests;
‘government’ means any national, regional or local authority of a Member State or of a third country. It includes a department, agency or undertaking controlled by that authority as laid down in Article 22(1) to (6) of this Directive;
‘project’ means the operational activities that are governed by a single contract, license, lease, concession or similar legal agreements and form the basis for payment liabilities with a government. None the less, if multiple such agreements are substantially interconnected, this shall be considered a project;
‘payment’ means an amount paid, whether in money or in kind, for activities, as described in points 1 and 2, of the following types:
production entitlements;
taxes levied on the income, production or profits of companies, excluding taxes levied on consumption such as value added taxes, personal income taxes or sales taxes;
royalties;
dividends;
signature, discovery and production bonuses;
licence fees, rental fees, entry fees and other considerations for licences and/or concessions; and
payments for infrastructure improvements.
Article 42
Undertakings required to report on payments to governments
That obligation shall not apply to any undertaking governed by the law of a Member State which is a subsidiary or parent undertaking, where both of the following conditions are fulfilled:
the parent undertaking is subject to the laws of a Member State; and
the payments to governments made by the undertaking are included in the consolidated report on payments to governments drawn up by that parent undertaking in accordance with Article 44.
Article 43
Content of the report
The report shall disclose the following information in relation to activities as described in points (1) and (2) of Article 41 in respect of the relevant financial year:
the total amount of payments made to each government;
the total amount per type of payment as specified in points (5)(a) to (g) of Article 41 made to each government;
where those payments have been attributed to a specific project, the total amount per type of payment as specified in point (5)(a) to (g) of Article 41, made for each such project and the total amount of payments for each such project.
Payments made by the undertaking in respect of obligations imposed at entity level may be disclosed at the entity level rather than at project level.
In the case of those Member States which have not adopted the euro, the euro threshold identified in paragraph 1 shall be converted into national currency by:
applying the exchange rate published in the Official Journal of the European Union as at the date of the entry into force of any Directive fixing that threshold, and
rounding to the nearest hundred.
Article 44
Consolidated report on payments to governments
A parent undertaking is considered to be active in the extractive industry or the logging of primary forests if any of its subsidiary undertakings are active in the extractive industry or the logging of primary forests.
The consolidated report shall only include payments resulting from extractive operations and/or operations relating to the logging of primary forests.
The obligation to draw up the consolidated report referred to in paragraph 1 shall not apply to:
a parent undertaking of a small group, as defined in Article 3(5), except where any affiliated undertaking is a public-interest entity;
a parent undertaking of a medium-sized group, as defined in Article 3(6), except where any affiliated undertaking is a public-interest entity; and
a parent undertaking governed by the law of a Member State which is also a subsidiary undertaking, if its own parent undertaking is governed by the law of a Member State.
An undertaking, including a public-interest entity, need not be included in a consolidated report on payments to governments where at least one of the following conditions is fulfilled:
severe long-term restrictions substantially hinder the parent undertaking in the exercise of its rights over the assets or management of that undertaking;
extremely rare cases where the information necessary for the preparation of the consolidated report on payments to governments in accordance with this Directive cannot be obtained without disproportionate expense or undue delay;
the shares of that undertaking are held exclusively with a view to their subsequent resale.
The above exemptions shall apply only if they are also used for the purposes of the consolidated financial statements.
Article 45
Publication
Article 46
Equivalence criteria
The criteria identified by the Commission in accordance with paragraph 2 shall:
include the following:
target undertakings,
target recipients of payments,
payments captured,
attribution of payments captured,
breakdown of payments captured,
triggers for reporting on a consolidated basis,
reporting medium,
frequency of reporting, and
anti-evasion measures;
otherwise be limited to criteria which facilitate a direct comparison of third-country reporting requirements with the requirements of this Chapter.
Article 47
Application of equivalence criteria
The Commission shall be empowered to adopt implementing acts identifying those third-country reporting requirements which, after applying the equivalence criteria identified in accordance with Article 46, it considers equivalent to the requirements of this Chapter. Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 50(2).
Article 48
Review
The Commission shall review and report on the implementation and effectiveness of this Chapter, in particular as regards the scope of, and compliance with, the reporting obligations and the modalities of the reporting on a project basis.
The review shall take into account international developments, in particular with regard to enhancing transparency of payments to governments, assess the impacts of other international regimes and consider the effects on competitiveness and security of energy supply. It shall be completed by 21 July 2018.
The report shall be submitted to the European Parliament and to the Council, together with a legislative proposal, if appropriate. That report shall consider the extension of the reporting requirements to additional industry sectors and whether the report on payments to governments should be audited. The report shall also consider the disclosure of additional information on the average number of employees, the use of subcontractors and any pecuniary penalties administered by a country.
The report shall also consider, taking into account developments in the OECD and the results of related European initiatives, the possibility of introducing an obligation requiring large undertakings to produce on an annual basis a country-by-country report for each Member State and third country in which they operate, containing information on, as a minimum, profits made, taxes paid on profits and public subsidies received.
In addition, the report shall analyse the feasibility of the introduction of an obligation for all Union issuers to carry out due diligence when sourcing minerals to ensure that supply chains have no connection to conflict parties and respect the EITI and OECD recommendations on responsible supply chain management.
CHAPTER 10a
REPORT ON INCOME TAX INFORMATION
Article 48a
Definitions relating to reporting on income tax information
For the purposes of this Chapter, the following definitions apply:
‘ultimate parent undertaking’ means an undertaking which draws up the consolidated financial statements of the largest body of undertakings;
‘consolidated financial statements’ means the financial statements prepared by a parent undertaking of a group, in which the assets, liabilities, equity, income and expenses are presented as those of a single economic entity;
‘tax jurisdiction’ means a State or non-State jurisdiction which has fiscal autonomy in respect of corporate income tax;
‘standalone undertaking’ means an undertaking which is not part of a group as defined in Article 2, point (11).
For the purposes of Article 48b of this Directive, ‘revenue’ has the same meaning as:
‘net turnover’, for undertakings governed by the law of a Member State that do not apply international accounting standards adopted on the basis of Regulation (EC) No 1606/2002; or
‘revenue’ as defined by or within the meaning of the financial reporting framework on the basis of which the financial statements are prepared, for other undertakings.
Article 48b
Undertakings and branches required to report on income tax information
Member States shall provide for an ultimate parent undertaking to no longer be subject to the reporting obligations set out in the first subparagraph where the total consolidated revenue on its balance sheet date falls below EUR 750 000 000 for each of the last two consecutive financial years as reflected in its consolidated financial statements.
Member States shall require standalone undertakings governed by their national laws, where the revenue on their balance sheet date exceeded for each of the last two consecutive financial years a total of EUR 750 000 000 , as reflected in their annual financial statements, to draw up, publish and make accessible a report on income tax information as regards the latter of those two consecutive financial years.
Member States shall provide for a standalone undertaking to no longer be subject to the reporting obligations set out in the third subparagraph where the total revenue on its balance sheet date falls below EUR 750 000 000 for each of the last two consecutive financial years as reflected in its financial statements.
Where that information or report is not available, the subsidiary undertaking shall request its ultimate parent undertaking to provide it with all information required to enable it to meet its obligations under the first subparagraph. If the ultimate parent undertaking does not provide all the required information, the subsidiary undertaking shall draw up, publish and make accessible a report on income tax information containing all information in its possession, obtained or acquired, and a statement indicating that its ultimate parent undertaking did not make the necessary information available.
Member States shall provide for medium-sized and large subsidiary undertakings to no longer be subject to the reporting obligations set out in this paragraph where the total consolidated revenue of the ultimate parent undertaking on its balance sheet date falls below EUR 750 000 000 for each of the last two consecutive financial years as reflected in its consolidated financial statements.
Where that information or report is not available, the person or persons designated to carry out the disclosure formalities referred to in Article 48e(2) shall request the ultimate parent undertaking or the standalone undertaking referred to in the sixth subparagraph, point (a), of this paragraph to provide them with all information necessary to enable them to meet their obligations.
In the event that not all the required information is provided, the branch shall draw up, publish and make accessible a report on income tax information, containing all information in its possession, obtained or acquired, and a statement indicating that the ultimate parent undertaking or the standalone undertaking did not make the necessary information available.
Member States shall provide for the reporting obligations set out in this paragraph to apply only to branches which have a net turnover that exceeded the threshold as transposed pursuant to Article 3(2) for each of the last two consecutive financial years.
Member States shall provide for a branch subject to the reporting obligations under this paragraph to no longer be subject to those obligations where its net turnover falls below the threshold as transposed pursuant to Article 3(2) for each of the last two consecutive financial years.
Member States shall provide that the rules set out in this paragraph apply to a branch only where the following criteria are met:
the undertaking that opened the branch is either an affiliated undertaking of a group whose ultimate parent undertaking is not governed by the law of a Member State and the consolidated revenue of which on its balance sheet date exceeded for each of the last two consecutive financial years a total of EUR 750 000 000 , as reflected in its consolidated financial statements, or a standalone undertaking the revenue of which on its balance sheet date exceeded for each of the last two consecutive financial years a total of EUR 750 000 000 as reflected in its financial statements; and
the ultimate parent undertaking referred to in point (a) of this subparagraph does not have a medium-sized or large subsidiary undertaking as referred to in paragraph 4.
Member States shall provide for a branch to no longer be subject to the reporting obligations set out in this paragraph where the criterion provided for in point (a) ceases to be met for two consecutive financial years.
Member States shall not apply the rules set out in paragraphs 4 and 5 of this Article where a report on income tax information is drawn up by an ultimate parent undertaking or standalone undertaking that is not governed by the law of a Member State, in a manner that is consistent with Article 48c, and meets the following criteria:
it is made accessible to the public, free of charge and in an electronic reporting format which is machine-readable:
on the website of that ultimate parent undertaking or of that standalone undertaking;
in at least one of the official languages of the Union;
no later than 12 months after the balance sheet date of the financial year for which the report is drawn up; and
it identifies the name and the registered office of a single subsidiary undertaking, or the name and the address of a single branch governed by the law of a Member State, which has published a report in accordance with Article 48d(1).
Article 48c
Content of the report on income tax information
The information referred to in paragraph 1 shall consist of:
the name of the ultimate parent undertaking or the standalone undertaking, the financial year concerned, the currency used for the presentation of the report and, where applicable, a list of all subsidiary undertakings consolidated in the financial statements of the ultimate parent undertaking, in respect of the relevant financial year, established in the Union or in tax jurisdictions included in Annexes I and II to the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes;
a brief description of the nature of their activities;
the number of employees on a full-time equivalent basis;
revenues, which are to be calculated as:
the sum of the net turnover, other operating income, income from participating interests, excluding dividends received from affiliated undertakings, income from other investments and loans forming part of the fixed assets, other interest receivable and similar income as listed in Annexes V and VI to this Directive; or
the income as defined by the financial reporting framework on the basis of which the financial statements are prepared, excluding value adjustments and dividends received from affiliated undertakings;
the amount of profit or loss before income tax;
the amount of income tax accrued during the relevant financial year, which is to be calculated as the current tax expense recognised on taxable profits or losses of the financial year by undertakings and branches in the relevant tax jurisdiction;
the amount of income tax paid on a cash basis, which is to be calculated as the amount of income tax paid during the relevant financial year by undertakings and branches in the relevant tax jurisdiction; and
the amount of accumulated earnings at the end of the relevant financial year.
For the purposes of point (d), the revenues shall include transactions with related parties.
For the purposes of point (f), the current tax expense shall relate only to the activities of an undertaking in the relevant financial year and shall not include deferred taxes or provisions for uncertain tax liabilities.
For the purposes of point (g), taxes paid shall include withholding taxes paid by other undertakings with respect to payments to undertakings and branches within a group.
For the purposes of point (h), the accumulated earnings shall mean the sum of the profits from past financial years and the relevant financial year, the distribution of which has not yet been decided upon. With regard to branches, accumulated earnings shall be those of the undertaking which opened the branch.
The report on income tax information shall also present the information referred to in paragraph 2 or 3 of this Article separately for each tax jurisdiction which, on 1 March of the financial year for which the report is to be drawn up, is listed in Annex I to the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes, and shall provide such information separately for each tax jurisdiction which, on 1 March of the financial year for which the report is to be drawn up and on 1 March of the preceding financial year, was mentioned in Annex II to the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes.
The report on income tax information shall also present the information referred to in paragraph 2 or 3 on an aggregated basis for other tax jurisdictions.
The information shall be attributed to each relevant tax jurisdiction on the basis of establishment, the existence of a fixed place of business or of a permanent business activity which, given the activities of the group or standalone undertaking, can be subject to income tax in that tax jurisdiction.
Where the activities of several affiliated undertakings can be subject to income tax within a single tax jurisdiction, the information attributed to that tax jurisdiction shall represent the sum of the information relating to such activities of each affiliated undertaking and their branches in that tax jurisdiction.
Information on any particular activity shall not be attributed simultaneously to more than one tax jurisdiction.
Member States shall ensure that all information omitted pursuant to the first subparagraph is made public in a later report on income tax information, within no more than five years of the date of its original omission.
Member States shall ensure that information pertaining to tax jurisdictions included in Annexes I and II to the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes, as referred to in paragraph 5 of this Article, may never be omitted.
However, in the case mentioned in the second subparagraph of Article 48b(4), the currency used in the report on income tax information shall be the currency in which the subsidiary undertaking publishes its annual financial statements.
The thresholds referred to in Article 48b(4) and (5) shall be converted to an equivalent amount in the national currency of any relevant third countries by applying the exchange rate as at 21 December 2021, rounded off to the nearest thousand.
Article 48d
Publication and accessibility
Member States shall ensure that the report on income tax information and the statement published by the undertakings in accordance with paragraph 1 of this Article are made accessible to the public in at least one of the official languages of the Union, free of charge, no later than 12 months after the balance sheet date of the financial year for which the report is drawn up, on the website of:
the undertaking, where Article 48b(1) applies;
the subsidiary undertaking or an affiliated undertaking, where Article 48b(4) applies; or
the branch or the undertaking which opened the branch, or an affiliated undertaking, where Article 48b(5) applies.
Article 48e
Responsibility for drawing up, publishing and making accessible the report on income tax information
Article 48f
Statement by statutory auditor
Member States shall require that, where the financial statements of an undertaking governed by the law of a Member State are required to be audited by one or more statutory auditors or audit firms, the audit report shall state whether, for the financial year preceding the financial year for which the financial statements under audit were prepared, the undertaking was required under Article 48b to publish a report on income tax information and, if so, whether the report was published in accordance with Article 48d.
Article 48g
Commencement date for reporting on income tax information
Member States shall ensure that laws, regulations and administrative provisions transposing Articles 48a to 48f apply, at the latest, from the commencement date of the first financial year starting on or after 22 June 2024.
Article 48h
Review clause
By 22 June 2027, the Commission shall submit a report on compliance with, and the impact of, the reporting obligations set out in Articles 48a to 48f and, taking into account the situation at OECD level, the need to ensure that there is a sufficient level of transparency and the need to preserve and ensure a competitive environment for undertakings and private investment, it shall review and assess, in particular, whether it would be appropriate to extend the obligation to report on income tax information set out in Article 48b to large undertakings and large groups, as defined in Article 3(4) and (7) respectively, and to extend the content of the report on income tax information set out in Article 48c to include additional items. In that report, the Commission shall also assess the impact that presenting the tax information on an aggregated basis for third-country tax jurisdictions as provided for in Article 48c(5) and the temporary omission of information provided for in Article 48c(6) has on the effectiveness of this Directive.
The Commission shall submit the report to the European Parliament and to the Council, together, where appropriate, with a legislative proposal.
CHAPTER 11
TRANSITIONAL AND FINAL PROVISIONS
Article 48i
Transitional provisions
Until 6 January 2030, Member States shall permit the consolidated sustainability reporting referred to in the first subparagraph of this paragraph to include the disclosures laid down in Article 8 of Regulation (EU) 2020/852, covering the activities carried out by all Union subsidiary undertakings of the parent undertaking referred to in the first subparagraph of this paragraph that are subject to Article 19a or 29a of this Directive.
Article 49
Exercise of delegated powers
When adopting delegated acts pursuant to Articles 29b and 29c, the Commission shall take into consideration technical advice from EFRAG, provided that:
such advice has been developed with proper due process, public oversight and transparency, with the expertise and balanced participation of relevant stakeholders, and with sufficient public funding to ensure its independence, and on the basis of a work programme on which the Commission has been consulted;
such advice is accompanied by cost-benefit analyses that include analyses of the impacts of the technical advice on sustainability matters;
such advice is accompanied by an explanation of how it takes account of the elements listed in Article 29b(5);
participation in EFRAG’s work at technical level is based on expertise in sustainability reporting and is not conditional on a financial contribution.
Points (a) and (d) are without prejudice to the participation of public bodies and national standard-setting organisations in the technical work of EFRAG.
The accompanying documents for the EFRAG technical advice shall be submitted together with that technical advice.
The Commission shall consult jointly the Member State Expert Group on Sustainable Finance, referred to in Article 24 of Regulation (EU) 2020/852, and the Accounting Regulatory Committee, referred to in Article 6 of Regulation (EC) No 1606/2002, on the draft delegated acts prior to their adoption as referred to in Articles 29b and 29c of this Directive.
The Commission shall request the opinion of the European Securities and Markets Authority (ESMA), the European Banking Authority (EBA) and the European Insurance and Occupational Pensions Authority (EIOPA) on the technical advice provided by EFRAG, in particular with regard to its consistency with Regulation (EU) 2019/2088 and the delegated acts adopted pursuant to that Regulation. ESMA, EBA and EIOPA shall provide their opinions within two months of the date of receipt of the request from the Commission.
The Commission shall also consult 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 established pursuant to Article 20 of Regulation (EU) 2020/852 on the technical advice provided by EFRAG prior to the adoption of delegated acts referred to in Articles 29b and 29c of this Directive. If any of those bodies decide to submit an opinion, they shall do so within two months of the date of being consulted by the Commission.
Article 50
Committee procedure
Article 51
Penalties
Member States shall provide for penalties applicable to infringements of the national provisions adopted in accordance with this Directive and shall take all the measures necessary to ensure that those penalties are enforced. The penalties provided for shall be effective, proportionate and dissuasive.
Article 52
Repeal of Directives 78/660/EEC and 83/349/EEC
Directives 78/660/EEC and 83/349/EEC are repealed.
References to the repealed Directives shall be construed as references to this Directive and shall be read in accordance with the correlation table in Annex VII.
Article 53
Transposition
Member States may provide that the provisions referred to in the first subparagraph are first to apply to financial statements for financial years beginning on 1 January 2016 or during the calendar year 2016.
When Member States adopt those provisions, they shall contain a reference to this Directive or be accompanied by such a reference on the occasion of their official publication. The methods of making such reference shall be laid down by Member States.
Article 54
Entry into force
This Directive shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
Article 55
Addressees
This Directive is addressed to the Member States.
ANNEX I
TYPES OF UNDERTAKING REFERRED TO IN POINT (A) OF ARTICLE 1(1)
ANNEX II
TYPES OF UNDERTAKING REFERRED TO IN POINT (b) OF ARTICLE 1(1)
ANNEX III
HORIZONTAL LAYOUT OF THE BALANCE SHEET PROVIDED FOR IN ARTICLE 10
Assets
A. Subscribed capital unpaid
of which there has been called
(unless national law provides that called-up capital is to be shown under ‘Capital and reserves’, in which case the part of the capital called but not yet paid shall appear as an asset either under A or under D (II) (5)).
B. Formation expenses
as defined by national law, and in so far as national law permits their being shown as an asset. National law may also provide for formation expenses to be shown as the first item under ‘Intangible assets’.
C. Fixed assets
I. Intangible assets
1. Costs of development, in so far as national law permits their being shown as assets.
2. Concessions, patents, licences, trade marks and similar rights and assets, if they were:
acquired for valuable consideration and need not be shown under C (I) (3); or
created by the undertaking itself, in so far as national law permits their being shown as assets.
3. Goodwill, to the extent that it was acquired for valuable consideration.
4. Payments on account.
II. Tangible assets
1. Land and buildings.
2. Plant and machinery.
3. Other fixtures and fittings, tools and equipment.
4. Payments on account and tangible assets in the course of construction.
III. Financial assets
1. Shares in affiliated undertakings.
2. Loans to affiliated undertakings.
3. Participating interests.
4. Loans to undertakings with which the undertaking is linked by virtue of participating interests.
5. Investments held as fixed assets.
6. Other loans.
D. Current assets
I. Stocks
1. Raw materials and consumables.
2. Work in progress.
3. Finished goods and goods for resale.
4. Payments on account.
II. Debtors
(Amounts becoming due and payable after more than one year shall be shown separately for each item.)
1. Trade debtors.
2. Amounts owed by affiliated undertakings.
3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests.
4. Other debtors.
5. Subscribed capital called but not paid (unless national law provides that called-up capital is to be shown as an asset under A).
6. Prepayments and accrued income (unless national law provides that such items are to be shown as assets under E).
III. Investments
1. Shares in affiliated undertakings.
2. Own shares (with an indication of their nominal value or, in the absence of a nominal value, their accounting par value), to the extent that national law permits their being shown in the balance sheet.
3. Other investments.
IV. Cash at bank and in hand
E. Prepayments and accrued income
(Unless national law provides that such items are to be shown as assets under D (II) (6).)
Capital, reserves and liabilities
A. Capital and reserves
I. Subscribed capital
(Unless national law provides that called-up capital is to be shown under this item, in which case the amounts of subscribed capital and paid-up capital shall be shown separately.)
II. Share premium account
III. Revaluation reserve
IV. Reserves
1. Legal reserve, in so far as national law requires such a reserve.
2. Reserve for own shares, in so far as national law requires such a reserve, without prejudice to point (b) of Article 24(1) of Directive 2012/30/EU.
3. Reserves provided for by the articles of association.
4. Other reserves, including the fair value reserve.
V. Profit or loss brought forward
VI. Profit or loss for the financial year
B. Provisions
1. Provisions for pensions and similar obligations.
2. Provisions for taxation.
3. Other provisions.
C. Creditors
(Amounts becoming due and payable within one year and amounts becoming due and payable after more than one year shall be shown separately for each item and for the aggregate of those items.)
1. Debenture loans, showing convertible loans separately.
2. Amounts owed to credit institutions.
3. Payments received on account of orders, in so far as they are not shown separately as deductions from stocks.
4. Trade creditors.
5. Bills of exchange payable.
6. Amounts owed to affiliated undertakings.
7. Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests.
8. Other creditors, including tax and social security authorities.
9. Accruals and deferred income (unless national law provides that such items are to be shown under D).
D. Accruals and deferred income
(Unless national law provides that such items are to be shown under C (9) under ‘Creditors’.)
ANNEX IV
VERTICAL LAYOUT OF THE BALANCE SHEET PROVIDED FOR IN ARTICLE 10
A. Subscribed capital unpaid
of which there has been called
(unless national law provides that called-up capital is to be shown under L, in which case the part of the capital called but not yet paid must appear either under A or under D (II) (5).)
B. Formation expenses
as defined by national law, and in so far as national law permits their being shown as an asset. National law may also provide for formation expenses to be shown as the first item under ‘Intangible assets’.
C. Fixed assets
I. Intangible assets
1. Costs of development, in so far as national law permits their being shown as assets.
2. Concessions, patents, licences, trade marks and similar rights and assets, if they were:
acquired for valuable consideration and need not be shown under C (I) (3); or
created by the undertaking itself, in so far as national law permits their being shown as assets.
3. Goodwill, to the extent that it was acquired for valuable consideration.
4. Payments on account.
II. Tangible assets
1. Land and buildings.
2. Plant and machinery.
3. Other fixtures and fittings, tools and equipment.
4. Payments on account and tangible assets in the course of construction.
III. Financial assets
1. Shares in affiliated undertakings.
2. Loans to affiliated undertakings.
3. Participating interests.
4. Loans to undertakings with which the undertaking is linked by virtue of participating interests.
5. Investments held as fixed assets.
6. Other loans.
D. Current assets
I. Stocks
1. Raw materials and consumables.
2. Work in progress.
3. Finished goods and goods for resale.
4. Payments on account.
II. Debtors
(Amounts becoming due and payable after more than one year must be shown separately for each item.)
1. Trade debtors.
2. Amounts owed by affiliated undertakings.
3. Amounts owed by undertakings with which the company is linked by virtue of participating interests.
4. Other debtors.
5. Subscribed capital called but not paid (unless national law provides that called-up capital is to be shown as an asset under A).
6. Prepayments and accrued income (unless national law provides that such items are to be shown as assets under E).
III. Investments
1. Shares in affiliated undertakings.
2. Own shares (with an indication of their nominal value or, in the absence of a nominal value, their accounting par value), to the extent that national law permits their being shown in the balance sheet.
3. Other investments.
IV. Cash at bank and in hand
E. Prepayments and accrued income
(Unless national law provides that such items are to be shown under D (II) (6).)
F. Creditors: amounts becoming due and payable within one year
1. Debenture loans, showing convertible loans separately.
2. Amounts owed to credit institutions.
3. Payments received on account of orders, in so far as they are not shown separately as deductions from stocks.
4. Trade creditors.
5. Bills of exchange payable.
6. Amounts owed to affiliated undertakings.
7. Amounts owed to undertakings with which the company is linked by virtue of participating interests.
8. Other creditors, including tax and social security authorities.
9. Accruals and deferred income (unless national law provides that such items are to be shown under K).
G. Net current assets/liabilities
(Taking into account prepayments and accrued income when shown under E and accruals and deferred income when shown under K.)
H. Total assets less current liabilities
I. Creditors: amounts becoming due and payable after more than one year
1. Debenture loans, showing convertible loans separately.
2. Amounts owed to credit institutions.
3. Payments received on account of orders, in so far as they are not shown separately as deductions from stocks.
4. Trade creditors.
5. Bills of exchange payable.
6. Amounts owed to affiliated undertakings.
7. Amounts owed to undertakings with which the company is linked by virtue of participating interests.
8. Other creditors, including tax and social security authorities.
9. Accruals and deferred income (unless national law provides that such items are to be shown under K).
J. Provisions
1. Provisions for pensions and similar obligations.
2. Provisions for taxation.
3. Other provisions.
K. Accruals and deferred income
(Unless national law provides that such items are to be shown under F (9) or I (9) or both.)
L. Capital and reserves
I. Subscribed capital
(Unless national law provides that called-up capital is to be shown under this item, in which case the amounts of subscribed capital and paid-up capital must be shown separately.)
II. Share premium account
III. Revaluation reserve
IV. Reserves
1. Legal reserve, in so far as national law requires such a reserve.
2. Reserve for own shares, in so far as national law requires such a reserve, without prejudice to point (b) of Article 24(1) of Directive 2012/30/EU.
3. Reserves provided for by the articles of association.
4. Other reserves, including the fair value reserve.
V. Profit or loss brought forward
VI. Profit or loss for the financial year
ANNEX V
LAYOUT OF THE PROFIT AND LOSS ACCOUNT – BY NATURE OF EXPENSE, PROVIDED FOR IN ARTICLE 13
1. Net turnover.
2. Variation in stocks of finished goods and in work in progress.
3. Work performed by the undertaking for its own purposes and capitalised.
4. Other operating income.
5.
Raw materials and consumables.
Other external expenses.
6. Staff costs:
wages and salaries;
social security costs, with a separate indication of those relating to pensions.
7.
Value adjustments in respect of formation expenses and of tangible and intangible fixed assets.
Value adjustments in respect of current assets, to the extent that they exceed the amount of value adjustments which are normal in the undertaking concerned.
8. Other operating expenses.
9. Income from participating interests, with a separate indication of that derived from affiliated undertakings.
10. Income from other investments and loans forming part of the fixed assets, with a separate indication of that derived from affiliated undertakings.
11. Other interest receivable and similar income, with a separate indication of that derived from affiliated undertakings.
12. Value adjustments in respect of financial assets and of investments held as current assets.
13. Interest payable and similar expenses, with a separate indication of amounts payable to affiliated undertakings.
14. Tax on profit or loss.
15. Profit or loss after taxation.
16. Other taxes not shown under items 1 to 15.
17. Profit or loss for the financial year.
ANNEX VI
LAYOUT OF THE PROFIT AND LOSS ACCOUNT – BY FUNCTION OF EXPENSE, PROVIDED FOR IN ARTICLE 13
1. Net turnover.
2. Cost of sales (including value adjustments).
3. Gross profit or loss.
4. Distribution costs (including value adjustments).
5. Administrative expenses (including value adjustments).
6. Other operating income.
7. Income from participating interests, with a separate indication of that derived from affiliated undertakings.
8. Income from other investments and loans forming part of the fixed assets, with a separate indication of that derived from affiliated undertakings.
9. Other interest receivable and similar income, with a separate indication of that derived from affiliated undertakings.
10. Value adjustments in respect of financial assets and of investments held as current assets.
11. Interest payable and similar expenses, with a separate indication of amounts payable to affiliated undertakings.
12. Tax on profit or loss.
13. Profit or loss after taxation.
14. Other taxes not shown under items 1 to 13.
15. Profit or loss for the financial year.
ANNEX VII
Correlation table
|
Directive 78/660/EEC |
Directive 83/349/EEC |
This Directive |
|
Article 1(1), first subparagraph, introductory wording |
— |
Article 1(1), point (a) |
|
Article 1(1), first subparagraph, first to twenty seventh indents |
— |
Annex I |
|
Article 1(1), second subparagraph |
— |
Article 1(1), point (b) |
|
Article 1(1), second subparagraph, points (a) to (aa) |
— |
Annex II |
|
Article 1(1), third subparagraph |
— |
— |
|
Article 1(2) |
— |
— |
|
Article 2(1) |
— |
Article 4(1) |
|
Article 2(2) |
— |
Article 4(2) |
|
Article 2(3) |
— |
Article 4(3) |
|
Article 2(4) |
— |
Article 4(3) |
|
Article 2(5) |
— |
Article 4(4) |
|
Article 2(6) |
— |
Article 4(5) |
|
Article 3 |
— |
Article 9(1) |
|
Article 4(1) |
— |
Article 9(2) |
|
Article 4(2) |
— |
Article 9(3) |
|
Article 4(3) |
— |
Article 9(3) |
|
Article 4(4) |
— |
Article 9(5) |
|
Article 4(5) |
— |
— |
|
Article 4(6) |
— |
Article 6(1), point (h) and Article 6(3) |
|
Article 5(1) |
— |
— |
|
Article 5(2) |
— |
Article 2, point (14) |
|
Article 5(3) |
— |
Article 2, point (15) |
|
Article 6 |
— |
Article 9(6) |
|
Article 7 |
— |
Article 6(1), point (g) |
|
Article 8 |
— |
Article 10 |
|
Article 9(A) |
— |
Annex III (A) |
|
Article 9(B) |
— |
Annex III (B) |
|
Article 9(C) |
— |
Annex III (C) |
|
Article 9(D) |
— |
Annex III (D) |
|
Article 9(E) |
— |
Annex III (E) |
|
Article 9(F) |
— |
— |
|
Liabilities Article 9(A) |
— |
Capital, reserves and liabilities Annex III (A) |
|
Article 9(B) |
— |
Annex III (B) |
|
Article 9(C) |
— |
Annex III (C) |
|
Article 9(D) |
— |
Annex III (D) |
|
Article 9(E) |
— |
— |
|
Article 10 |
— |
Annex IV |
|
Article 10a |
— |
Article 11 |
|
Article 11, first subparagraph |
— |
Article 3(2) and Article 14(1) |
|
Article 11, second subparagraph |
— |
— |
|
Article 11, third subparagraph |
— |
Article 3(9), first subparagraph |
|
Article 12(1) |
— |
Article 3(10) |
|
Article 12(2) |
— |
Article 3(9), second subparagraph |
|
Article 12(3) |
— |
Article 3(11) |
|
Article 13(1) |
— |
Article 12(1) |
|
Article 13(2) |
— |
Article 12(2) |
|
Article 14 |
— |
Article 16(1), point (d) |
|
Article 15(1) |
— |
Article 12(3) |
|
Article 15(2) |
— |
Article 2, point (4) |
|
Article 15(3), point (a) |
— |
Article 17(1), point (a) |
|
Article 15(3), point (b) |
— |
— |
|
Article 15(3), point (c) |
— |
Article 17(1), point (a)(i) |
|
Article 15(4) |
— |
— |
|
Article 16 |
— |
Article 12(4) |
|
Article 17 |
— |
Article 2, point (2) |
|
Article 18 |
— |
— |
|
Article 19 |
— |
Article 2, point (8) |
|
Article 20(1) |
— |
Article 12(12), first subparagraph |
|
Article 20(2) |
— |
Article 12(12), second subparagraph |
|
Article 20(3) |
— |
Article 12(12), third subparagraph |
|
Article 21 |
— |
— |
|
Article 22, first subparagraph |
— |
Article 13(1) |
|
Article 22, second subparagraph |
— |
Article 13(2) |
|
Article 23, items 1 to 15 |
— |
Annex V, items 1 to 15 |
|
Article 23, items16 to 19 |
— |
— |
|
Article 23, items 20 and 21 |
— |
Annex V, items 16 and 17 |
|
Article 24 |
— |
— |
|
Article 25, items 1 to 13 |
— |
Annex VI, items 1 to 13 |
|
Article 25, items 14 to 17 |
— |
— |
|
Article 25, items 18 and 19 |
— |
Annex VI, items 14 and 15 |
|
Article 26 |
— |
— |
|
Article 27, first subparagraph, introductory wording |
— |
Article 3(3) |
|
Article 27, first subparagraph, points (a) and (c) |
— |
Article 14(2), points (a) and (b) |
|
Article 27, first subparagraph, points (b) and (d) |
— |
— |
|
Article 27, second subparagraph |
— |
Article 3(9) first subparagraph |
|
Article 28 |
— |
Article 2, point (5) |
|
Article 29 |
— |
— |
|
Article 30 |
— |
— |
|
Article 31(1) |
— |
Article 6(1), introductory wording and points (a) to (f) |
|
Article 31(1a) |
— |
Article 6(5) |
|
Article 31(2) |
— |
Article 4(4) |
|
Article 32 |
— |
Article 6(1), point (i) |
|
Article 33(1), introductory wording |
— |
Article 7(1) |
|
Article 33(1), points (a) and (b) and the second and third subparagraphs |
— |
— |
|
Article 33(1), point (c) |
— |
Article 7(1) |
|
Article 33(2), point (a), first subparagraph and Article 33(2), points (b), (c) and (d) |
— |
Article 7(2) |
|
Article 33(2), point (a), second subparagraph |
— |
Article 16(1), point (b) |
|
Article 33(3) |
— |
Article 7(3) |
|
Article 33(4) |
— |
Article 16(1), point (b)(ii) |
|
Article 33(5) |
— |
— |
|
Article 34 |
— |
Article 12(11), fourth subparagraph |
|
Article 35(1), point (a) |
— |
Article 6(1), point (i) |
|
Article 35(1), point (b) |
— |
Article 12(5) |
|
Article 35(1), point (c) |
— |
Article 12(6) |
|
Article 35(1), point (d) |
— |
Article 17(1), point (b) |
|
Article 35(2) |
— |
Article 2, point (6) |
|
Article 35(3) |
— |
Article 2, point (7) |
|
Article 35(4) |
— |
Article 12(8) and Article 17(1), point (a)(vi) |
|
Article 36 |
— |
— |
|
Article 37(1) |
— |
Article 12(11) first, third and fifth subparagraphs |
|
Article 37(2) |
— |
Article 12(11), first and second subparagraphs |
|
Article 38 |
— |
— |
|
Article 39(1), point (a) |
— |
Article 6(1), point (i) |
|
Article 39(1), point (b) |
— |
Article 12(7), first subparagraph |
|
Article 39(1), point (c) |
— |
— |
|
Article 39(1), point (d) |
— |
Article 12(7), second subparagraph |
|
Article 39(1), point (e) |
— |
Article 17(1), point (b) |
|
Article 39(2) |
— |
Article 2, point (6) |
|
Article 40(1) |
— |
Article 12(9) |
|
Article 40(2) |
— |
— |
|
Article 41 |
— |
Article 12(10) |
|
Article 42, first subparagraph |
— |
Article 12(12), third subparagraph |
|
Article 42, second subparagraph |
— |
— |
|
Article 42a(1) |
— |
Article 8(1), point (a) |
|
Article 42a(2) |
— |
Article 8(2) |
|
Article 42a(3) |
— |
Article 8(3) |
|
Article 42a(4) |
— |
Article 8(4) |
|
Article 42a(5) |
— |
Article 8(5) |
|
Article 42a(5a) |
— |
Article 8(6) |
|
Article 42b |
— |
Article 8(7) |
|
Article 42c |
— |
Article 8(8) |
|
Article 42d |
— |
Article 16(1), point (c) |
|
Article 42e |
— |
Article 8(1), point (b) |
|
Article 42f |
— |
Article 8(9) |
|
Article 43(1), introductory wording |
— |
Article 16(1), introductory wording |
|
Article 43(1), point (1) |
— |
Article 16(1), point (a) |
|
Article 43(1), point (2), first subparagraph |
— |
Article 17(1), point (g), first subparagraph |
|
Article 43(1), point (2), second subparagraph |
— |
Article 17(1), point (k) |
|
Article 43(1), point (3) |
— |
Article 17(1), point (h) |
|
Article 43(1), point (4) |
— |
Article 17(1), point (i) |
|
Article 43(1), point (5) |
— |
Article 17(1), point (j) |
|
Article 43(1), point (6) |
— |
Article 16(1), point (g) |
|
Article 43(1), point (7) |
— |
Article 16(1), point (d) |
|
Article 43(1), point (7a) |
— |
Article 17(1), point (p) |
|
Article 43(1), point (7b) |
— |
Article 2, point (3) and Article 17(1), point (r) |
|
Article 43(1), point (8) |
— |
Article 18(1), point (a) |
|
Article 43(1), point (9) |
— |
Article 17(1), point (e) |
|
Article 43(1), point (10) |
— |
— |
|
Article 43(1), point (11) |
— |
Article 17(1), point (f) |
|
Article 43(1), point (12) |
— |
Article 17(1), point (d), first subparagraph |
|
Article 43(1), point (13) |
— |
Article 16(1), point (e) |
|
Article 43(1), point (14)(a) |
— |
Article 17(1), point (c)(i) |
|
Article 43(1), point (14)(b) |
— |
Article 17(1), point (c)(ii) |
|
Article 43(1), point (15) |
— |
Article 18(1), point (b) and Article 18(3) |
|
Article 43(2) |
— |
— |
|
Article 43(3) |
— |
Article 17(1), point (d), second subparagraph |
|
Article 44 |
— |
— |
|
Article 45(1) |
— |
Article 17(1), point (g), second subparagraph Article 28(3) |
|
Article 45(2) |
— |
Article 18(2) |
|
Article 46 |
— |
Article 19 |
|
Article 46a |
— |
Article 20 |
|
Article 47(1) and (1a) |
— |
Article 30(1) and (2) |
|
Article 47(2) |
— |
Article 31(1) |
|
Article 47(3) |
— |
Article 31(2) |
|
Article 48 |
— |
Article 32(1) |
|
Article 49 |
— |
Article 32(2) |
|
Article 50 |
— |
Article 17(1), point (o) |
|
Article 50a |
— |
— |
|
Article 50b |
— |
Article 33(1), point (a) |
|
Article 50c |
— |
Article 33(2) |
|
Article 51(1) |
— |
Article 34(1) |
|
Article 51(2) |
— |
— |
|
Article 51(3) |
— |
— |
|
Article 51a |
— |
Article 35 |
|
Article 52 |
— |
— |
|
Article 53(2) |
— |
Article 3(13) |
|
Article 53a |
— |
Article 40 |
|
Article 55 |
— |
— |
|
Article 56(1) |
— |
— |
|
Article 56(2) |
— |
Article 17(1), points (l), (m) and (n) |
|
Article 57 |
— |
Article 37 |
|
Article 57a |
— |
Article 38 |
|
Article 58 |
— |
Article 39 |
|
Article 59(1) |
— |
Article 9(7), point (a) |
|
Article 59(2) to (6), point (a) |
— |
Article 9(7), point (a) and Article 27 |
|
Article 59(6), points (b) and (c) |
— |
Article 9(7), points (b) and (c) |
|
Article 59(7) and (8) |
— |
Article 9(7), point (a) and Article 27 |
|
Article 59(9) |
— |
Article 27(9) |
|
Article 60 |
— |
— |
|
Article 60a |
— |
Article 51 |
|
Article 61 |
— |
Article 17(2) |
|
Article 61a |
— |
— |
|
Article 62 |
— |
Article 55 |
|
— |
Article 1(1) |
Article 22(1) |
|
— |
Article 1(2) |
Article 22(2) |
|
— |
Article 2(1), (2) and (3) |
Article 22(3), (4) and (5) |
|
— |
Article 3(1) |
Article 22(6) |
|
— |
Article 3(2) |
Article 2, point (10) |
|
— |
Article 4(1) |
Article 21 |
|
— |
Article 4(2) |
— |
|
— |
Article 5 |
— |
|
— |
Article 6(1) |
Article 23(2) |
|
— |
Article 6(2) |
Article 3(8) |
|
— |
Article 6(3) |
Article 3(9), second subparagraph, Article 3(10) and (11) |
|
— |
Article 6(4) |
Article 23(2) |
|
— |
Article 7(1) |
Article 23(3) |
|
— |
Article 7(2) |
Article 23(4) |
|
— |
Article 7(3) |
Article 23(3), introductory wording |
|
— |
Article 8 |
Article 23(5) |
|
— |
Article 9(1) |
Article 23(6) |
|
— |
Article 9(2) |
— |
|
— |
Article 10 |
Article 23(7) |
|
— |
Article 11 |
Article 23(8) |
|
— |
Article 12(1) |
Article 22(7) |
|
— |
Article 12(2) |
Article 22(8) |
|
— |
Article 12(3) |
Article 22(9) |
|
— |
Article 13(1) and (2) |
Article 2, point (16) and Article 6(1), point (j) |
|
— |
Article 13(2a) |
Article 23(10) |
|
— |
Article 13(3) |
Article 23(9) |
|
— |
Article 15 |
— |
|
— |
Article 16 |
Article 4 |
|
— |
Article 17(1) |
Article 24(1) |
|
— |
Article 17(2) |
— |
|
— |
Article 18 |
Article 24(2) |
|
— |
Article 19 |
Article 24(3), points (a) to (e) |
|
— |
Article 20 |
— |
|
— |
Article 21 |
Article 24(4) |
|
— |
Article 22 |
Article 24(5) |
|
— |
Article 23 |
Article 24(6) |
|
— |
Article 24 |
— |
|
— |
Article 25(1) |
Article 6(1), point (b) |
|
— |
Article 25(2) |
Article 4(4) |
|
— |
Article 26(1) |
Article 24(7) |
|
— |
Article 26(2) |
— |
|
— |
Article 26(3) |
Article 6(1), point (j) |
|
— |
Article 27 |
Article 24(8) |
|
— |
Article 28 |
Article 24(9) |
|
— |
Article 29(1) |
Article 24(10) |
|
— |
Article 29(2) |
Article 24(11) |
|
— |
Article 29(3) |
Article 24(12) |
|
— |
Article 29(4) |
Article 24(13) |
|
— |
Article 29(5) |
Article 24(14) |
|
— |
Article 30(1) |
Article 24(3), point (c) |
|
— |
Article 30(2) |
— |
|
— |
Article 31 |
Article 24(3), point (f) |
|
— |
Article 32(1) and (2) |
Article 26 |
|
— |
Article 32(3) |
— |
|
— |
Article 33 |
Article 27 |
|
— |
Article 34, introductory wording and Article 34(1), first sentence |
Article 16(1), point (a) and Article 28(1) |
|
— |
Article 34(1), second sentence |
— |
|
— |
Article 34(2) |
Article 28(2), point (a) |
|
— |
Article 34(3), point (a) |
Article 28(2), point (b) |
|
— |
Article 34(3), point (b) |
— |
|
— |
Article 34(4) |
Article 28(2), point (c) |
|
— |
Article 34(5) |
Article 28(2), point (d) |
|
— |
Article 34(6) |
Article 16(1), point (g) and Article 28(1) |
|
— |
Article 34(7) |
Article 16(1), point (d) and Article 28(1) |
|
— |
Article 34(7a) |
Article 17(1), point (p) |
|
— |
Article 34(7b) |
Article 17(1), point (r) |
|
— |
Article 34(8) |
Article 18(1), point (a) |
|
— |
Article 34(9), point (a) |
Article 17(1), point (e) |
|
— |
Article 34(9), point (b) |
Article 28(1), point (b) |
|
— |
Article 34(10) |
— |
|
— |
Article 34(11) |
Article 17(1), point (f) and Article 28(1) |
|
— |
Article 34(12) and (13) |
Article 28(1), point (c) |
|
— |
Article 34(14) |
Article 16(1), point (c) and Article 28(1) |
|
— |
Article 17(1), point (c) |
Article 17(1), point (c) and Article 28(1) |
|
— |
Article 34(16) |
Article 18(1), point (b) and Article 28(1) |
|
— |
Article 35(1) |
Article 28(3) |
|
— |
Article 35(2) |
— |
|
— |
Article 36(1) |
Article 19(1) and Article 29(1) |
|
— |
Article 36(2), point (a) |
— |
|
— |
Article 36(2), points (b) and (c) |
Article 19(2), points (b) and (c) |
|
— |
Article 36(2), point (d) |
Article 29(2), point (a) |
|
— |
Article 36(2), point (e) |
Article 19(2), point (e) and Article 29(1) |
|
— |
Article 36(2), point (f) |
Article 29(2), point (b) |
|
— |
Article 36(3) |
Article 29(3) |
|
— |
Articles 36a |
Article 33(1), point (b) |
|
— |
Articles 36b |
Article 33(2) |
|
— |
Article 37(1) |
Article 34(1) and (2) |
|
— |
Article 37(2) |
Article 35 |
|
— |
Article 37(4) |
Article 35 |
|
— |
Article 38(1) |
Article 30(1), first subparagraph and Article 30(3), first subparagraph |
|
— |
Article 38(2) |
Article 30(1), second subparagraph |
|
— |
Article 38(3) |
— |
|
— |
Article 38(4) |
Article 30(3), second subparagraph |
|
— |
Article 38(5) and (6) |
— |
|
— |
Article 38(7) |
Article 40 |
|
— |
Article 38a |
— |
|
— |
Article 39 |
— |
|
— |
Article 40 |
— |
|
— |
Article 41(1) |
Article 2, point (12) |
|
— |
Article 41(1a) |
Article 2, point (3) |
|
— |
Article 41(2) to (5) |
— |
|
— |
Article 42 |
— |
|
— |
Article 43 |
— |
|
— |
Article 44 |
— |
|
— |
Article 45 |
— |
|
— |
Article 46 |
— |
|
— |
Article 47 |
— |
|
— |
Article 48 |
Article 51 |
|
— |
Article 49 |
— |
|
— |
Article 50 |
— |
|
— |
Article 50a |
— |
|
— |
Article 51 |
Article 55 |
( 1 ) Council Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings (OJ L 374, 31.12.1991, p. 7).
( 2 ) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1).
( 3 ) 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, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338).
( 4 ) 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).
( 5 ) OJ L 145, 30.4.2004, p. 1.
( 6 ) OJ L 177, 30.6.2006, p. 1.
( 7 ) OJ L 374, 31.12.1991, p. 7.
( 8 ) OJ L 243, 11.9.2002, p. 1.
( 9 ) Council Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings (OJ L 374, 31.12.1991, p. 7).
( 10 ) 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).
( 11 ) Regulation (EC) No 765/2008 of the European Parliament and of the Council of 9 July 2008 setting out the requirements for accreditation and repealing Regulation (EEC) No 339/93 (OJ L 218, 13.8.2008, p. 30).
( 12 ) Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’) (OJ L 243, 9.7.2021, p. 1).
( 13 ) Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting (OL L 322, 16.12.2022, p. 15).
( 14 ) 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).
( 15 ) Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38).
( 16 ) 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 (OJ L 198, 22.6.2020, p. 13).
( 17 ) OJ L 142, 30.4.2004, p. 12.
( 18 ) OJ L 340, 22.12.2007, p. 66.
( 19 ) Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards the explanation in the benchmark statement of how environmental, social and governance factors are reflected in each benchmark provided and published (OJ L 406, 3.12.2020, p. 1).
( 20 ) Commission Delegated Regulation (EU) 2020/1817 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards the minimum content of the explanation on how environmental, social and governance factors are reflected in the benchmark methodology (OJ L 406, 3.12.2020, p. 12).
( 21 ) Commission Delegated Regulation (EU) 2020/1818 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards minimum standards for EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks (OJ L 406, 3.12.2020, p. 17).
( 22 ) Commission Recommendation 2013/179/EU of 9 April 2013 on the use of common methods to measure and communicate the life cycle environmental performance of products and organisations (OJ L 124, 4.5.2013, p. 1).
( 23 ) Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council Directive 96/61/EC (OJ L 275, 25.10.2003, p. 32).
( 24 ) Regulation (EC) No 1221/2009 of the European Parliament and of the Council of 25 November 2009 on the voluntary participation by organisations in a Community eco-management and audit scheme (EMAS), repealing Regulation (EC) No 761/2001 and Commission Decisions 2001/681/EC and 2006/193/EC (OJ L 342, 22.12.2009, p. 1).
( 25 ) Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law (OJ L 305, 26.11.2019, p. 17).
( 26 ) Commission Delegated Regulation (EU) 2019/815 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).
( 27 ) Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (OJ L 169, 30.6.2017, p. 46).
( 28 ) Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC (OJ L 157, 9.6.2006, p. 87).
( 29 ) OJ L 182, 29.6.2013, p. 19.’
( 30 ) OJ L 81, 21.3.2012, p. 3.
( 31 ) OJ L 393, 30.12.2006, p. 1.
( 32 ) 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, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338).
( 33 ) Council Directive 2011/16/EU of 15 February 2011 on administrative cooperation in the field of taxation and repealing Directive 77/799/EEC (OJ L 64, 11.3.2011, p. 1).
( 34 ) Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (OJ L 169, 30.6.2017, p. 46).
( 35 ) OJ L 123, 12.5.2016, p. 1.