Changes from plenary report to adopted text

RemovedDRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION

AddedP10_TA(2025)0264

Removedon the proposal for a directive of the European Parliament and of the Council amending Directives 2006/43/EC, 2013/34/EU, (EU) 2022/2464 and (EU) 2024/1760 as regards certain corporate sustainability reporting and due diligence requirements

AddedCertain corporate sustainability reporting and due diligence requirements

Removed(COM(2025)0081 – C100037/2025 – 2025/0045(COD))

AddedCommittee on Legal Affairs

AddedPE774.282

AddedAmendments adopted by the European Parliament on 13 November 2025 on the proposal for a directive of the European Parliament and of the Council amending Directives 2006/43/EC, 2013/34/EU, (EU) 2022/2464 and (EU) 2024/1760 as regards certain corporate sustainability reporting and due diligence requirements (COM(2025)0081 – C10-0037/2025 – 2025/0045(COD))

(Ordinary legislative procedure: first reading)

RemovedThe European Parliament,

Removed– having regard to the Commission proposal to Parliament and the Council (COM(2025)0081),

Removed– having regard to Article 294(2) and Article 50 and Article 114 of the Treaty on the Functioning of the European Union, pursuant to which the Commission submitted the proposal to Parliament (C100037/2025),

Removed– having regard to Article 294(3) of the Treaty on the Functioning of the European Union,

Removed– having regard to the opinion of the European Economic and Social Committee of ...,

Removed– having regard to Rule 60 of its Rules of Procedure,

Removed– having regard to the opinions of the Committee on Foreign Affairs, Committee on International Trade, Committee on Economic and Monetary Affairs, Committee on Employment and Social Affairs and Committee on the Environment Climate and Food Safety,

Removed– having regard to the report of the Committee on Legal Affairs (A10-0197/2025),

Removed1. Adopts its position at first reading hereinafter set out;

Removed2. Calls on the Commission to refer the matter to Parliament again if it replaces, substantially amends or intends to substantially amend its proposal;

Removed3. Instructs its President to forward its position to the Council, the Commission and the national parliaments.

Recital 3: (3) Article 26a(1) of Directive 2006/43/EC requires Member States to ensure that statutory auditors and audit firms carry out the assurance of sustainability reporting in compliance with limited assurance standards to be adopted by the Commission. Article 26a(3) of that Directive requires the Commission to adopt those standards by 1 October 2026. Undertakings have raised concerns on the work carried out by the assurance providers and have expressed the need for flexibility in addressing specific risks and critical issues identified in the areas of sustainability assurance. The Commission should duly take into account those concerns when working on the limited assurance standards. The lack of harmonised assurance standards is contributing to the problems experienced by undertakings, and it is therefore of the utmost urgency for the Commission to adopt a suitable delegated act as planned.

Change 1

RemovedRecital 5: (5) Article 19a(1) of Directive 2013/34/EU requires large undertakings and small and medium-sized undertakings with securities admitted to trading on an EU regulated market, excluding micro-undertakings, to prepare and publish a sustainability statement at individual level. To reduce the reporting burden on undertakings, the obligation to prepare and publish a sustainability statement at individual level should be reduced to undertakings with an average of more than 1000 employees and a net turnover of EUR 450 000 000 during the financial year. It should be possible to exempt ultimate parent undertakings which are financial holding undertakings not involved in management activities from complying with reporting obligations.

AddedAmendments 221 and 279

AddedRecital 5

AddedAmendment: (5) Article 19a(1) of Directive 2013/34/EU requires large undertakings and small and medium-sized undertakings with securities admitted to trading on an EU regulated market, excluding micro-undertakings, to prepare and publish a sustainability statement at individual level. To reduce the reporting burden on undertakings, the obligation to prepare and publish a sustainability statement at individual level should be reduced to undertakings with an average of more than 1 750 employees and a net turnover of more than EUR 450 000 000 during the financial year. It should be possible to exempt ultimate parent undertakings which are financial holding undertakings not involved in management activities from complying with reporting obligations.

Recital 6: deleted / (deleted)

Change 2

RemovedRecital 7: (7) Article 1(3) of Directive 2013/34/EU specifies that credit institutions and insurance undertakings that are large undertakings or small and medium-size undertakings – excluding micro-undertakings – with securities admitted to trading on an EU regulated market are subject to the sustainability reporting requirements set out in that Directive, regardless of their legal form. Considering that the scope of individual sustainability reporting should be reduced to undertakings with an average of more than 1000 employees and a net turnover of EUR 450 000 000 during the financial year, that reduction in scope should also apply to credit institutions and insurance undertakings.

AddedAmendments 222 and 280

RemovedRecital 7 a (new): (7 a) For the purpose of consistency with this Directive, it is important that financial sector legislation remains coherent with its provisions. In this context, it should be considered whether requirements for the financial sector ought to be framed in a way that does not create an obligation for financial undertakings to obtain any information from undertakings which are not obliged to publish non-financial information pursuant to Article 19a or 29a of Directive 2013/34/EU. It should also be considered whether sector-specific financial services legislation, including delegated acts, guidelines by the ESAs and supervisory expectations, ought to be adapted to take into account the content of this Directive.

AddedRecital 7

Change 3

ChangedRecital 9:Amendment: (9)(7) Article 19a(3)1(3) of Directive 2013/34/EU requires undertakings to report information about thespecifies undertaking’sthat owncredit operationsinstitutions and about its valueinsurance chain.undertakings Itthat isare necessarylarge toundertakings provideor claritysmall and reduce the reporting burden formedium-size undertakings in the– valueexcluding chainmicro-undertakings that– arewith notsecurities requiredadmitted to reporttrading on their sustainability. Thean reportingEU undertaking,regulated formarket theare purposessubject ofto reportingthe sustainability information at individual or atreporting consolidatedrequirements level,set asout requiredin bythat DirectiveDirective, 2013/34/EU,regardless andof withouttheir prejudicelegal toform. UnionConsidering requirementsthat tothe conductscope aof dueindividual diligencesustainability process,reporting should therefore notbe seekreduced to obtain from undertakings with an average of more than 10001 750 employees and a net turnover of more than EUR 450 000 000 on average during the financial year any informationyear, that goes beyond the information specifiedreduction in the standards for voluntary use by undertakings that are not required to report on their sustainability. The reporting undertakingscope should adopt a risk-based approach, prioritisingalso effortsapply to gather information on high-risk impacts and sustainability issues commonly associated with itscredit sectorinstitutions and be allowed to collect from such undertakings in its value chain any additional sustainability information that is commonly shared between undertakings in the sector concerned. Where not all the necessary information regarding their value chain is available, or such information is incomplete or subject to legal limitations, the undertakings should be allowed to explain the efforts made to obtain the necessaryinsurance in…undertakings.

Change 4

RemovedRecital 9 a (new): (9 a) Until the Commission adopts sustainability reporting standards for voluntary use, undertakings that report sustainability information voluntarily may do so according to the Commission recommendation 2025/4984, which is based on the voluntary standard for SMEs (VSME) developed by EFRAG. To ensure continuity and proportionality, the sustainability reporting standards for voluntary use adopted by the Commission as a delegated act should be based on that recommendation, and should be proportionate and take into account the think small first principle; should use simplified language and modularity allowing for flexibility and progression in the disclosures. The objective of this voluntary standard should be to support companies: (a) providing information that will help satisfy the data needs of undertakings requesting sustainability information from their suppliers; (b) providing information that will help satisfy data needs from banks and investors, therefore helping undertakings in their access to finance; (c) improving the management of the sustainability issues they face, i.e. environmental and social challenges such as pollution, workforce health and safety; this will support their competitive growth and enhance their resilience in the short-, medium- and long-term; and (d) contributing to a more sustainable and inclusive economy.

AddedRecital 7 a (new): (7a) For the purpose of consistency with this Directive, it is important that financial sector legislation remains coherent with its provisions. In this context, it should be considered whether requirements for the financial sector ought to be framed in a way that does not create an obligation for financial undertakings to obtain any information from undertakings which are not obliged to publish non-financial information pursuant to Article 19a or 29a of Directive 2013/34/EU. It should also be considered whether sector-specific financial services legislation, including delegated acts, guidelines by the ESAs and supervisory expectations, ought to be adapted to take into account the content of this Directive.

RemovedRecital 9 b (new): (9 b) Sustainability reporting requirements should not oblige an undertaking to disclose information such as intellectual capital, intellectual property, know-how or the results of innovation that would qualify as trade secrets as defined in Directive (EU) 2016/943 of the European Parliament and of the Council. The reporting requirements provided for in this amending Directive should therefore be without prejudice to Directive (EU) 2016/943.

AddedAmendment 223 and 281

RemovedRecital 12: (12) Article 29a(1) of Directive 2013/34/EU requires parent undertakings of large groups to prepare and publish a sustainability statement at consolidated level. To reduce the reporting burden on those parent undertakings, the scope of that obligation should be reduced to parent undertakings of groups with an average of more than 1000 employees and a net turnover of EUR 450 000 000, on a consolidated basis, during the financial year.

AddedRecital 9

RemovedRecital 12 a (new): (12 a) Directive (EU) 2022/2464 requires undertakings in scope to report sustainability information according to mandatory European Sustainability Reporting Standards (ESRS). In July 2023 the Commission adopted a first set of ESRS. To deliver swiftly on the simplification and streamlining of sustainability reporting the Commission should adopt a delegated act as soon as possible, and at the latest six months after the entry into force of this directive, to revise the first set of ESRS to substantially reform the standards by: (i) removing datapoints deemed least important for general purpose sustainability reporting, (ii) prioritising quantitative indicators over narrative text, (iii) providing clear instructions on how to apply the materiality principle, to ensure that undertakings are only required to report material information, and to reduce the risk that assurance service providers inadvertently encourage undertakings to report information that is not necessary or dedicate excessive resources to the materiality assessment process, (iv) improving consistency with other pieces of EU legislation, including financial services legislation, (v) ensuring to the greatest extent possible interoperability with global sustainability reporting standards.

AddedAmendment: (9) Article 19a(3) of Directive 2013/34/EU requires undertakings to report information about the undertaking’s own operations and about its value chain. It is necessary to provide clarity and reduce the reporting burden for undertakings in the value chain that are not required to report on their sustainability. The reporting undertaking, for the purposes of reporting sustainability information at individual or at consolidated level, as required by Directive 2013/34/EU, and without prejudice to Union requirements to conduct a due diligence process, should therefore not seek to obtain from undertakings with an average of more than 1 750 employees and a net turnover of more than EUR 450 000 000 during the financial year any information that goes beyond the information specified in the standards for voluntary use by undertakings that are not required to report on their sustainability. The reporting undertaking should adopt a risk-based approach, prioritising efforts to gather information on high-risk impacts and sustainability issues commonly associated with its sector and be allowed to collect from such undertakings in its value chain any additional sustainability information that is commonly shared between undertakings in the sector concerned. Where not all the necessary information regarding their value chain is available, or such information is incomplete or subject to legal limitations, the undertakings should be allowed to explain the efforts made to obtain the necessary in…

RemovedRecital 12 b (new): (12 b) To better clarify the demands made to financial holding undertakings that are parent undertakings, only these are exempted from complying with the obligations set out in this directive. Likewise, to decrease the administrative burden on undertakings, for recent acquisitions of subsidiaries that are not reporting yet, parent undertaking should benefit of a 24 months transition period.

AddedRecital 9 a (new): (9a) Until the Commission adopts sustainability reporting standards for voluntary use, undertakings that report sustainability information voluntarily may do so according to the Commission recommendation 2025/4984, which is based on the voluntary standard for SMEs (VSME) developed by EFRAG. To ensure continuity and proportionality, the sustainability reporting standards for voluntary use adopted by the Commission as a delegated act should be based on that recommendation, and should be proportionate and take into account the think small first principle; should use simplified language and modularity allowing for flexibility and progression in the disclosures. The objective of this voluntary standard should be to support companies: (a) providing information that will help satisfy the data needs of undertakings requesting sustainability information from their suppliers; (b) providing information that will help satisfy data needs from banks and investors, therefore helping undertakings in their access to finance; (c) improving the management of the sustainability issues they face, i.e. environmental and social challenges such as pollution, workforce health and safety; this will support their competitive growth and enhance their resilience in the short-, medium- and long-term; and (d) contributing to a more sustainable and inclusive economy.

AddedRecital 9 b (new): (9b) Sustainability reporting requirements should not oblige an undertaking to disclose information such as intellectual capital, intellectual property, know-how or the results of innovation that would qualify as trade secrets as defined in Directive (EU) 2016/943 of the European Parliament and of the Council. The reporting requirements provided for in this amending Directive should therefore be without prejudice to Directive (EU) 2016/943.

AddedAmendments 224 and 282

AddedRecital 12

AddedAmendment: (12) Article 29a(1) of Directive 2013/34/EU requires parent undertakings of large groups to prepare and publish a sustainability statement at consolidated level. To reduce the reporting burden on those parent undertakings, the scope of that obligation should be reduced to parent undertakings of groups with an average of more than 1 750 employees and a net turnover of more than EUR 450 000 000, on a consolidated basis, during the financial year.

AddedRecital 12 a (new): (12a) Directive (EU) 2022/2464 requires undertakings in scope to report sustainability information according to mandatory European Sustainability Reporting Standards (ESRS). In July 2023 the Commission adopted a first set of ESRS. To deliver swiftly on the simplification and streamlining of sustainability reporting the Commission should adopt a delegated act as soon as possible, and at the latest six months after the entry into force of this Directive, to revise the first set of ESRS to substantially reform the standards by: (i) removing datapoints deemed least important for general purpose sustainability reporting, (ii) prioritising quantitative indicators over narrative text, (iii) providing clear instructions on how to apply the materiality principle, to ensure that undertakings are only required to report material information, and to reduce the risk that assurance service providers inadvertently encourage undertakings to report information that is not necessary or dedicate excessive resources to the materiality assessment process, (iv) improving consistency with other pieces of EU legislation, including financial services legislation, (v) ensuring to the greatest extent possible interoperability with global sustainability reporting standards.

AddedRecital 12 b (new): (12b) To better clarify the demands made to financial holding undertakings that are parent undertakings, only these are exempted from complying with the obligations set out in this Directive. Likewise, to decrease the administrative burden on undertakings, for recent acquisitions of subsidiaries that are not reporting yet, parent undertaking should benefit of a 24 months transition period.

Recital 13: (13) Article 29b(1), third subparagraph, Directive 2013/34/EU empowers the Commission to adopt sector-specific reporting standards by way of delegated acts, with a first set of such standards to be adopted by 30 June 2026. To avoid an increase in the number of prescribed datapoints that undertakings should report, that empowerment should be removed. The Commission should instead issue voluntary sector-specific guidelines to support undertakings and auditors in assessing their risks, opportunities and impacts in specific sectors, to facilitate the application of ESRS within a given sector, to identify the sustainability matters likely to be material for a specific sector and to reduce the burden of reporting. Those guidelines should be based on consultation with relevant stakeholders.

Change 5

RemovedRecital 14: (14) Article 29b(4) of Directive 2013/34/EU requires sustainability reporting standards to not specify disclosures requiring undertakings to obtain from small and medium-sized undertakings in their value chain any information that goes beyond the information to be disclosed pursuant to the sustainability reporting standards for small and medium-sized undertakings with securities admitted to trading on an EU regulated market. Considering that small and medium-sized undertakings with securities admitted to trading on an EU regulated market should be excluded from sustainability reporting, and in order to reduce the reporting burden for undertakings in the value chain that are not required to report on their sustainability, the sustainability reporting standards should not specify disclosures requiring undertakings to obtain from undertakings in their value chain that have up to 1000 employees and a net turnover of EUR 450 000 000 on average during the financial year any information that goes beyond the information to be disclosed pursuant to the sustainability reporting standards for voluntary use by undertakings that are not required to report on their sustainability.

AddedAmendments 225 and 283

RemovedRecital 14 a (new): (14 a) Article 29b(4) of Directive 2013/34/EU requires sustainability reporting standards to take into account the difficulties undertakings may encounter in gathering information from actors throughout their value chain. In knowledge of recent attempts from third countries to block the sharing of data from non-EU countries to EU companies, Member States should allow information required by this Directive, in exceptional cases where an undertaking in a non-EU third country could be sanctioned due to third-country legislation simply by transmitting sustainability data, to replace the information not provided by the undertaking of a non-EU third country by default values. This default value, which is calculated or drawn from secondary data, should represent an estimation of the average value for an indicator, for a specific country and sector. When such default values are not available, Member States should allow information not to be disclosed if there is a danger of sanctions due to third-country legislation.

AddedRecital 14

Change 6

ChangedRecital 15:Amendment: (15)(14) Article 29d29b(4) of Directive 2013/34/EU requires undertakingssustainability subjectreporting standards to thenot requirementsspecify indisclosures Articlesrequiring 19aundertakings andto 29aobtain offrom thatsmall Directiveand tomedium-sized prepareundertakings in their managementvalue report,chain orany consolidatedinformation managementthat report,goes wherebeyond applicable,the ininformation to be disclosed pursuant to the electronicsustainability reporting formatstandards specifiedfor insmall Articleand 3medium-sized ofundertakings Commissionwith Delegatedsecurities Regulationadmitted (EU)to 2019/81511trading on an EU regulated market. Considering that small and medium-sized undertakings with securities admitted to marktrading upon theiran EU regulated market should be excluded from sustainability reporting, includingand in order to reduce the disclosuresreporting providedburden for undertakings in Articlethe 8value ofchain Regulationthat (EU)are 2020/852not ofrequired theto Europeanreport Parliamenton andtheir ofsustainability, the Council12sustainability ,reporting instandards accordanceshould withnot thespecify electronicdisclosures reportingrequiring formatundertakings to beobtain specifiedfrom undertakings in thattheir Delegatedvalue Regulation.chain Tothat providehave clarityup to undertakings,1 it750 shouldemployees beand specifieda thatnet untilturnover suchof rulesup to EUR 450 000 000 on average during the markingfinancial upyear ofany sustainabilityinformation reportingthat aregoes adoptedbeyond bythe wayinformation ofto thatbe Delegateddisclosed Regulationpursuant to the sustainability reporting standards for voluntary use by undertakings shouldthat notare benot required to mark-upreport theiron sustainabilitytheir reporting.sustainability.

Change 7

AddedRecital 15: (15) Article 29d of Directive 2013/34/EU requires undertakings subject to the requirements in Articles 19a and 29a of that Directive to prepare their management report, or consolidated management report, where applicable, in the electronic reporting format specified in Article 3 of Commission Delegated Regulation (EU) 2018/81511 and to mark up their sustainability reporting, including the disclosures provided for in Article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council12 , in accordance with the electronic reporting format to be specified in that Delegated Regulation. To provide clarity to undertakings, it should be specified that until such rules on the marking up of sustainability reporting are adopted by way of that Delegated Regulation undertakings should not be required to mark-up their sustainability reporting.

Recital 16: (16) Article 33(1) of Directive 2013/34/EU specifies that the members of the administrative, management and supervisory bodies of an undertaking have collective responsibility for ensuring that certain documents are drawn up and published in accordance with the requirements of that Directive. To provide flexibility for undertakings and reduce their reporting burden, Member States can provide that the collective responsibility of the members of the administrative, management and supervisory bodies of an undertaking for compliance with the requirements of Article 29d of that Directive as regards the digitalisation of the management report is limited to its publication in the single electronic format, including the marking up of the sustainability reporting therein.

Recital 17: (17) Pursuant to Article 40a(1), fourth and fifth subparagraphs of Directive 2013/34/EU, a subsidiary in the Union of a third-country undertaking that generates a net turnover of more than EUR 150 million in the Union, or, in the absence of such subsidiary, a branch in the Union that generates a net turnover of more than EUR 40 million, is to publish and make accessible sustainability information at the group level of the third-country parent undertaking. For reasons of consistency and burden reduction, and in order to ensure a level playing field, the size for a subsidiary undertaking and a branch to be in scope of Article 40a should be adjusted. The size of the subsidiary undertaking and the branch should be set at a net turnover of more than EUR 450 000 000.

Change 8

RemovedRecital 18: (18) Article 5(2), first subparagraph, of Directive (EU) 2022/2464 specifies the dates by which the Member States are to apply the sustainability reporting requirements set out in Directive 2013/34/EU, with different dates depending on the size of the undertaking concerned. Considering that the scope of the individual sustainability reporting requirements should be reduced to include only undertakings with more than 1000 employees and a net turnover of EUR 450 000 000 on average during the financial year, and that the scope of the consolidated sustainability reporting requirements should be reduced accordingly, the criteria for determining the dates of application should be adjusted, and the reference to small and medium-sized undertakings with securities admitted to trading on an EU regulated market should be removed.

AddedAmendments 226 and 284

RemovedRecital 19: (19) Article 5(2), third subparagraph, of Directive (EU) 2022/2464 specifies the dates by which the Member States are to apply the sustainability reporting requirements set out in Directive 2004/109/EC, with different dates depending on the size of the issuer concerned. Considering that the scope of the individual sustainability reporting requirements should be reduced to include only undertakings with more than 1000 employees and a net turnover of EUR 450 000 000 on average during the financial year, and that the scope of the consolidated sustainability reporting requirements should be reduced accordingly, the criteria for determining the dates of application should be adjusted, and the reference to small and medium-sized undertakings should be removed.

AddedRecital 18