Changes from plenary report to adopted text

AddedAmendment: (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 1 750 employees and a net turnover of more than 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 227 and 285

AddedRecital 19

AddedAmendment: (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 1 750 employees and a net turnover of more than 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.

Recital 20: (20) Article 4(1) of Directive (EU) 2024/1760 prohibits Member States from introducing, in their national law, provisions within the field covered by the Directive laying down human rights and environmental due diligence obligations diverging from those laid down in Article 8(1) and (2), and Article 10(1) of that Directive. To ensure that Member States do not go beyond that Directive and to avoid the creation of a fragmented regulatory landscape resulting in legal uncertainty and unnecessary burden, the full harmonisation provisions of Directive (EU) 2024/1760 should be expanded to additional provisions regulating the core aspects of the due diligence process. That includes, in particular, the provisions on due diligence at group level, identification duty, the duties to address adverse impacts that have been or should have been identified, prioritisation, the duties to engage with stakeholders in certain cases, and the duty to provide for a complaints and notification mechanism. At the same time, Member States should continue to be allowed to introduce or maintain provisions of national law regulating specific adverse impacts or specific sectors of activity, specific products or services, in order to achieve a different level of protection of human, employment and social rights, the environment or the climate.

Recital 21: (21) Article 5 of Directive (EU) 2024/1760 obliges Member States to ensure that large companies above a certain size conduct risk-based human rights and environmental due diligence. To ensure effectiveness, reduce burdens on companies that have to comply with that obligation and ensure that their resources are used purposefully, the required due diligence and measures taken should take into account relevant risk factors, including company-level risk factors, such as whether the business partner is not a company covered by this Directive, business operation risk factors, geographic and contextual risk factors, such as the level of law enforcement with respect to the type of adverse impacts; product and service risk factors, and sectoral risk factors. Companies should carry out the scoping to identify general areas where adverse impacts are most likely to occur and to be most severe. Based on the results of scoping the companies should be required, where on the basis of relevant and verifiable information the company has grounds to believe that adverse impacts have arisen or may arise, to carry out further assessments only in areas where adverse impacts were identified to be most likely to occur and most severe.

Recital 22: (22) To limit the trickle-down effect on other companies, including small and medium-sized undertakings and small midcap companies when it comes to the scoping of the chain of activities to identify adverse impacts, companies within the scope should not seek to obtain information from their business partners but rely only on information that is already reasonably available, such as publicly known information, information from searches and information gained through earlier cooperation. Entity-level information and communication with business partners is not relevant at this stage. It should only be possible to seek such information for further assessments under certain conditions. In such a case, it should be possible to seek information from business partners only where, following a risk-based approach, such information is necessary in light of indications of likely adverse impacts from business partners with fewer than 5000 employees where such additional information cannot reasonably be obtained by other means, mainly from existing or secondary sources. In any case, any request should be targeted, reasonable and proportionate. In order to facilitate compliance for companies and the relevant business partners, it should be possible to obtain the necessary information either individually or collaboratively.

Change 9

ChangedRecital 22 a (new): (22 a)(22a) While keeping with the objective of prioritising the most adverse and likely impacts, companies should be given significant flexibility in deciding which risks to address first on the basis of the severity and likelihood of an adverse impact. Such a decision should be based on the scale, scope or irremediable character of the adverse impact, taking into account the gravity of the impact. Once the most severe and likely adverse impacts are addressed in reasonable time, companies should address less severe and less likely adverse impacts. However, companies should not be penalised for any harm stemming from less significant adverse impacts that were not yet addressed according to the prioritisation in line with these principles.

Recital 23: (23) Companies may find themselves in situations where their production heavily relies on inputs from one or several specific suppliers. At the same time, where the business operations of such a supplier are linked to severe adverse impacts, including child labour or significant environmental harm, and the company has unsuccessfully exhausted all due diligence measures to address those impacts, the company, as a last resort should temporarily suspend the business relationship while continuing to work with the supplier towards a solution, where possible using any increased leverage resulting from the suspension. The company should assess, in consultation with relevant stakeholders, whether such suspension leads to a substantial prejudice for the company, including where crucial business partners provide raw materials, products or services which are essential to the company’s business to which no available alternative exists. Substantial prejudice should be interpreted as a negative and significant effect on the company’s legal, financial or economic situation or its production capacity, including in the long term, such as an effect giving rise to the likelihood of insolvency. In order not to undermine the aims of this Directive, the decision not to suspend the business relationship should be subject to conditions, including reporting to the competent supervisory authority about the duly justified reasons for such a decision. Companies should also assess if the adverse impacts …

Change 10

RemovedRecital 24: (24) To reduce burdens on companies and make stakeholder engagement more proportionate, companies should only have to engage with their employees, the employees of their subsidiaries and of their business partners, the representatives of those employees including trade unions, and individuals and communities whose rights or interests are or could be directly affected by the adverse impacts on human rights and the environment that stem from the products, services and operations of the company, its subsidiaries and its business partners. In line with the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, this includes the legitimate representatives of those individuals or communities. They play an important role for communities, such as indigenous peoples or local communities, but can also be relevant for individuals, in particular in situations where it is not possible or appropriate to engage directly with individual rightsholders, or not all of them. For instance, it may be difficult to reach out to certain rightsholders, due to, for example, communication barriers, but especially in situations where their security cannot be guaranteed (such as in conflict areas or if rightsholders fear reprisals) or there is a serious lack of trust. Legitimate representatives might for instance be community leaders, the individuals or bodies representing indigenous peoples in accordance with their organisational rules and traditions (e.g., elected elders), consum…

Recital 25: (25) To reduce administrative burdens on companies, the Commission’s deadline for the adoption of general due diligence guidelines should be advanced to 26 July 2026. In parallel, the application deadline for Directive (EU) 2024/1760 for the first group of companies should be deferred to 26 July 2028 in accordance with Directive (EU) XXX/XXX 13 . That two-year interval should provide companies with sufficient time to take into account the practical guidance and best practices included in the Commission’s guidelines when implementing due diligence measures.

Change 11

RemovedRecital 26: (26) The requirement to put into effect the transition plan for climate change mitigation should be replaced by a clarification that companies adopt a transition plan which aims to ensure, through reasonable efforts, that the business model and strategy of the company are compatible with the transition to a sustainable economy. Member States should ensure that this obligation is an obligation of means, not an obligation of results. The obligation to adopt the plan remains subject to administrative supervision.

AddedAmendments 228 and 287

AddedRecital 26

AddedAmendment: (26) The provisions of Directive (EU) 2024/1760 on the transition plan for climate change have been deemed to be disproportionate, particularly due to the administrative burden on companies and competent authorities, and could lead to legal uncertainty. It is necessary to repeal those provisions in order to streamline obligations and support a more targeted and efficient implementation of that Directive.

Recital 27: (27) Article 27(1) of Directive EU 2024/1760 requires Member States to lay down penalties that are to be “effective, proportionate and dissuasive”. Article 27(2) of that Directive requires Member States, when deciding whether to impose penalties and, if so, when determining their nature and appropriate level, to take due account of a series of factors that determine the gravity of the infringement and attenuating or aggravating circumstances. Article 27(4) of that Directive requires Member States to base any imposed pecuniary penalties on the net worldwide turnover of the company concerned. In order to ensure proportionate penalties, Member States should guarantee that the maximum limit for pecuniary penalties is set at 5% of the net worldwide turnover of the company or, for companies falling under Article 2(1)(b) and Article 2(2)(b), of the consolidated worldwide turnover of the ultimate parent undertaking, in the financial year preceding that of the decision to impose the fine. Moreover, to harmonise enforcement practices across the Union, the Commission, in collaboration with the Member States, should develop guidelines to assist supervisory authorities in determining the appropriate level of penalties.

Change 12

ChangedRecital 29 a (new): (29 a)(29a) In order to facilitate compliance by companies with reporting and due diligence obligations under Union law, and to enhance the accessibility and usability of sustainability-related information, the Commission should establish a dedicated digital reporting portal. That portal should serve as a one-stop shop, providing companies, free of charge, with tailored access to templates, guidelines, reporting requirements, including voluntary tools, and information on funding and tendering opportunities. To ensure the effective functioning of the portal, the Commission should promote the interoperability of existing data platforms, enabling seamless transmission, exchange and analysis of data, as well as complementarity with the European Single Access point. Furthermore, and in view of the rapid technological developments, the Commission should assess the potential of technological solutions, including the use of trustworthy artificial intelligence in accordance with Regulation (EU) 2024/1689 of the European Parliament and of the Council1 to support the digitalisation of reporting and improve the quality and accessibility of sustainability-related data. / 1 Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence and amending Regulations (EC) No 300/2008, (EU) No 167/2013, (EU) No 168/2013, (EU) 2018/858, (EU) 2018/1139 and (EU) 2019/2144 and Directives 2014/90/EU, (EU) 2016/797 and (EU) 2020…2020/…

▸4 unchanged paragraphs

Directive 2006/43/EC

Article 1 – paragraph 1 – point 1, Article 26a – paragraph 3 – subparagraph 1: The Commission shall, no later than 1 October 2026, adopt delegated acts in accordance with Article 48a in order to supplement this Directive in order to provide for limited assurance standards setting out the procedures that the auditor(s) and the audit firm(s) shall perform in order to draw his, her or its conclusions on the assurance of sustainability reporting, including engagement planning, risk consideration and response to risks and type of conclusions to be included in the assurance report on sustainability reporting, or, where relevant, in the audit report.

Directive 2006/43/EC

Article 1 – paragraph 1 – point 1, Article 26a – paragraph 3 – subparagraph 2 – introductory wording: The Commission shall adopt the assurance standards referred to in the first subparagraph after having obtained an opinion from EFRAG while ensuring that the standards:

Change 13

AddedAmendments 230 and 289

AddedArticle 2 – paragraph 1 – point 1 – point a

Directive 2013/34/EU

Change 14

RemovedArticle 2 – paragraph 1 – point 1 – point a, Article 1 – paragraph 3 – introductory wording: ‘The coordination measures prescribed by Articles 19a, 19b, 29a, 29aa, 29d, 30 and 33, Article 34(1), second subparagraph, point (aa), 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 exceed, on their balance sheet dates, the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year:’;

AddedArticle 1 – paragraph 3 – subparagraph 1 – introductory part

AddedAmendment: ‘The coordination measures prescribed by Articles 19a, 19b, 29a, 29aa, 29d, 30 and 33, Article 34(1), second subparagraph, point (aa), 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 exceed, on their balance sheet dates, the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year:’;

AddedAmendments 231 and 290

AddedArticle 2 – paragraph 1 – point 1 a (new)

Directive 2013/34/EU

Change 15

RemovedArticle 2 – paragraph 1 – point 1 a (new), Article 19 – paragraph 1 – subparagraph 4: (1 a) in Article 19(1), the fourth subparagraph is replaced by the following: / ‘Undertakings which, on their balance sheet dates, exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year, 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.’ ;

AddedArticle 19 – paragraph 1 – subparagraph 4:

AddedAmendment: (1a) in Article 19(1), the fourth subparagraph is replaced by the following: / ‘Undertakings which, on their balance sheet dates, exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year 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.’ ;

AddedAmendments 232 and 291

AddedArticle 2 – paragraph 1 – point 2 – point a

Directive 2013/34/EU

Change 16

RemovedArticle 2 – paragraph 1 – point 2 – point a, Article 19a – paragraph 1 – subparagraph 1: ‘Undertakings which, on their balance sheet dates, exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year shall include in their management report information necessary to understand the undertaking’s impacts on sustainability matters, and information necessary to understand how sustainability matters affect the undertaking’s development, performance and position.’;

AddedArticle 19a – paragraph 1 – subparagraph 1:

AddedAmendment: Undertakings which, on their balance sheet dates, exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year shall include in their management report information necessary to understand the undertaking’s impacts on sustainability matters, and information necessary to understand how sustainability matters affect the undertaking’s development, performance and position.

Directive 2013/34/EU

Change 17

ChangedArticle 2 – paragraph 1 – point 2 – point a a (new), Article 19a – paragraph 1 – subparagraph 2a (new): (a a)(aa) in paragraph 1, the following subparagraph is added: / ‘Undertakings that are a financial holding undertaking as defined in Article 2(15), shall be exempted from carrying out the obligations under this Directive.’;

Change 18

AddedAmendments 233 and 292

AddedArticle 2 – paragraph 1 – point 2 – point b – point i

Directive 2013/34/EU

Change 19

RemovedArticle 2 – paragraph 1 – point 2 – point b – point i, Article 19a – paragraph 3 – subparagraph 1: ‘Where applicable, the information referred to in paragraphs 1 and 2 shall contain information about the undertaking’s own operations and about its value chain, including its products and services, its business relationships and its supply chain. Member States shall ensure that, for the reporting of sustainability information as required by this Directive, undertakings do not seek to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned. Undertakings that report the necessary value chain information without reporting from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1000 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned, shall be deemed to have complied with the obligation to report value chain information set out in this paragraph.’;

AddedArticle 19a – paragraph 3 – subparagraph 1

AddedAmendment: ‘Where applicable, the information referred to in paragraphs 1 and 2 shall contain information about the undertaking’s own operations and about its value chain, including its products and services, its business relationships and its supply chain. Member States shall ensure that, for the reporting of sustainability information as required by this Directive, undertakings do not seek to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned. Undertakings that report the necessary value chain information without reporting from undertakings in their value chain which, on their balance sheet dates, do not exceed the average number of 1 750 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned, shall be deemed to have complied with the obligation to report value chain information set out in this paragraph.’;

AddedAmendments 37 and 256

AddedArticle 2 – paragraph 1 – point 2 – point b – point i a (new)

Directive 2013/34/EU

Change 20

RemovedArticle 2 – paragraph 1 – point 2 – point b – point i a (new), Article 19a – paragraph 3 – subparagraph 2: (i a) the second subparagraph is replaced by the following: / ‘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. If an information regarding its value chain cannot be obtained because the legal framework of a third country prevents a business partner to do so, the undertaking shall inform the supervisory authority which, in turn, shall inform the Commission. Where possible, the undertaking shall replace the information that could not be obtained by a default value, which represents an estimation of the average value for an indicator for a specific country and sector. Each reporting exercise, the undertaking shall reassess whether the use of the default value is still needed and if the information regarding its value chain can be obtained instead.’;

AddedArticle 19a – paragraph 3 – subparagraph 2

AddedAmendment: (ia) the second subparagraph is replaced by the following: / ‘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. ’; / (deleted)

Directive 2013/34/EU

Article 2 – paragraph 1 – point 2 – point b – point ii, Article 19a – paragraph 3 – subparagraph 4 a: ‘The first subparagraph is without prejudice to information requests made for purposes other than the reporting of sustainability information as required by this Directive, including Union requirements on undertakings to conduct a due diligence process.’;

Directive 2013/34/EU

Change 21

ChangedArticle 2 – paragraph 1 – point 2 – point b a (new), Article 19a – paragraph 4 a (new): (b a)(ba) the following paragraph 4a is inserted: / ‘4a. The reporting obligations set out in this Article are without prejudice to Directive (EU) 2016/943 of the European Parliament and of the Council. Therefore, undertakings shall not be required to disclose information on intellectual capital, intellectual property or know-how, business information or technological information which constitutes trade secrets as defined in Article 2, point (1), of Directive (EU) 2016/943.’;

Directive 2013/34/EU

Change 22

ChangedArticle 2 – paragraph 1 – point 2 – point c a (new), Article 19a – paragraph 10: (c a)(ca) paragraph 10 is replaced by the following: / ‘10. The exemption laid down in paragraph 9 shall also apply to public-interest entities subject to the requirements of this Article.’;

Change 23

AddedAmendments 134 and 41