Changes from plenary report to adopted text

AddedArticle 2 – paragraph 1 – point 3

Directive 2013/34/EU

Change 24

RemovedArticle 2 – paragraph 1 – point 3, Article 19b: deleted / (deleted)

AddedArticle 19b

AddedAmendment: deleted / (deleted)

AddedAmendments 234 and 293

AddedArticle 2 – paragraph 1 – point 4 – point a

Directive 2013/34/EU

Change 25

RemovedArticle 2 – paragraph 1 – point 4 – point a, Article 29a – paragraph 1 – subparagraph 1: ‘Parent undertakings of a group which, on their balance sheet dates, exceed the average number of 1000 employees and a net turnover of EUR 450 000 000, on a consolidated basis, during the financial year, shall include in the consolidated management report information necessary to understand the group’s impacts on sustainability matters, and information necessary to understand how sustainability matters affect the group’s development, performance and position.’;

AddedArticle 29a – paragraph 1– subparagraph 1

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

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Change 26

ChangedArticle 2 – paragraph 1 – point 4 – point a a (new), Article 29a – paragraph 1 – subparagraph 1a and 1b (new): (a a)(aa) in paragraph 1, the following subparagraphs are added: / ‘Parent undertakings that are a financial holding undertaking as defined in Article 2(15), shall be exempted from carrying out the obligations under this Article. / In case of recent acquisitions of subsidiaries that are not subject to the reporting of information referred to in the first subparagraph, the parent undertaking will benefit of a 24 months transition period before being required to integrate information on its new subsidiary, within its consolidated sustainability report.’;

Change 27

AddedAmendments 235 and 294

AddedArticle 2 – paragraph 1 – point 4 – point b – point i

Directive 2013/34/EU

Change 28

RemovedArticle 2 – paragraph 1 – point 4 – point b – point i, Article 29a – paragraph 3 – subparagraph 1: ‘Where applicable, the information referred to in paragraphs 1 and 2 shall contain information about the group’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 29a – paragraph 3 – subparagraph 1

AddedAmendment: ‘Where applicable, the information referred to in paragraphs 1 and 2 shall contain information about the group’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.’;

Directive 2013/34/EU

Change 29

ChangedArticle 2 – paragraph 1 – point 4 – point b – point i a (new), Article 29a – paragraph 3 – subparagraph 2: (i a)(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. 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.’;future.’;

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Article 2 – paragraph 1 – point 4 – point b – point ii, Article 29a – 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.’;

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Change 30

ChangedArticle 2 – paragraph 1 – point 4 – point b a (new), Article 29a – paragraph 3 – subparagraph 5a (new): (b a)(ba) the following subparagraph 5a is added: / ‘5a. The reporting obligations set out in this Article are without prejudice to Directive (EU) 2016/943. 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 31

ChangedArticle 2 – paragraph 1 – point 4 – point b b (new), Article 29a – paragraph 8 – subparagraph 1: (b b)(bb) in paragraph 8, the first subparagraph is replaced by the following: / ‘Provided that the conditions set out in the second subparagraph of this paragraph are met, a parent undertaking which is a subsidiary undertaking shall be exempted from the obligations set out in paragraphs 1 to 5 of this Article (the “exempted parent undertaking”) if such parent undertaking and its subsidiary undertakings are included in the consolidated management report of another undertaking, drawn up in accordance with Article 29 and this Article. A parent undertaking which is a subsidiary undertaking of a parent undertaking that is established in a third country shall also be exempted from the obligations set out in paragraphs 1 to 5 of this Article where: / (i) such parent undertaking and its subsidiary undertakings are included in the consolidated sustainability reporting of that parent undertaking that is established in a third country and where that consolidated sustainability reporting is carried out 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; / (ii) the parent undertaking is a financial holding undertaking in accordance with Article 2(15), that does not have any subsidiaries in th…the…

Directive 2013/34/EU

Change 32

ChangedArticle 2 – paragraph 1 – point 4 – point b c (new), Article 29a – paragraph 9: (b c)(bc) paragraph 9 is replaced by the following: / ‘9. The exemption laid down in paragraph 8 shall also apply to public-interest entities subject to the requirements of this Article.’;

Change 33

AddedAmendments 50 and 138

AddedArticle 2 – paragraph 1 – point 5

Directive 2013/34/EU

Change 34

RemovedArticle 2 – paragraph 1 – point 5, Article 29aa: deleted / (deleted)

AddedArticle 29aa

AddedAmendment: deleted / (deleted)

▸5 unchanged paragraphs

Directive 2013/34/EU

Article 2 – paragraph 1 – point 6 – point -a, Article 29b – paragraph 1 – subparagraph 2 a (new): (-a) in paragraph 1, the following subparagraph is inserted after the second subparagraph: / ‘The Commission, after consultation with relevant stakeholders, shall develop voluntary sector-specific guidelines to assist undertakings in the same sector in conducting their materiality assessment. These guidelines shall provide tailored support for identifying and disclosing sector-relevant sustainability impacts, risks, and opportunities, ensuring consistency and comparability across companies operating in the same sector.’;

Directive 2013/34/EU

Article 2 – paragraph 1 – point 6 – point a, Article 29b – paragraph 1: (a) in paragraph 1, the third, fourth and sixth subparagraphs are deleted;

Directive 2013/34/EU

Change 35

ChangedArticle 2 – paragraph 1 – point 6 – point a a (new), Article 29b – paragraph 2 – subparagraph 1: (a a)(aa) in paragraph 2, the first subparagraph is replaced by the following: / ‘The sustainability reporting standards shall ensure the quality of reported information, by requiring that it is simple, accessible, streamlined, understandable, proportionate, relevant, verifiable, comparable and represented in a faithful manner. The sustainability reporting standards shall: / (a) to the extent possible, be quantitative in nature; / (b) avoid double reporting and any overlap with obligations stemming from other legislative instruments; / (c) avoid imposing a disproportionate administrative and financial burden on undertakings; and / (d) ensure to the greatest extent possible interoperability with internationally recognised standards set by global standard-setting initiatives for sustainability reporting as required by point (a) of paragraph 5.’;

Change 36

AddedAmendments 236, 295 and 296

AddedArticle 2 – paragraph 1 – point 6 – point b

Directive 2013/34/EU

Change 37

RemovedArticle 2 – paragraph 1 – point 6 – point b, Article 29b – paragraph 4 – subparagraph 1: (b) in paragraph 4, the first subparagraph is replaced by the following / ‘Sustainability reporting standards shall take account of the difficulties, including legal limitations stemming from this Directive, that undertakings might encounter in gathering information from actors throughout their value chain, especially from those which are not subject to the sustainability reporting requirements laid down in Article 19a or 29a and from suppliers in emerging markets and economies. Sustainability reporting standards shall specify disclosures on value chains that are proportionate and relevant to the capacities and characteristics of undertakings in the value chains, and to the scale and complexity of their activities, especially those of undertakings that are not subject to the sustainability reporting requirements laid down in Article 19a or 29a. Sustainability reporting standards shall not specify disclosures that would require undertakings 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 to be disclosed pursuant to the sustainability reporting standards for voluntary use referred to in Article 29ca.’;

AddedArticle 29b – paragraph 4 – subparagraph 1

AddedAmendment: (b) in paragraph 4, the first subparagraph is replaced by the following: / ‘Sustainability reporting standards shall take account of the difficulties, including legal limitations stemming from this Directive, that undertakings might encounter in gathering information from actors throughout their value chain, especially from those which are not subject to the sustainability reporting requirements laid down in Article 19a or 29a and from suppliers in emerging markets and economies. Sustainability reporting standards shall specify disclosures on value chains that are proportionate and relevant to the capacities and characteristics of undertakings in the value chains, and to the scale and complexity of their activities, especially those of undertakings that are not subject to the sustainability reporting requirements laid down in Article 19a or 29a. Sustainability reporting standards shall not specify disclosures that would require undertakings 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 to be disclosed pursuant to the sustainability reporting standards for voluntary use referred to in Article 29ca.’;

▸10 unchanged paragraphs

Directive 2013/34/EU

Article 2 – paragraph 1 – point 8, Article 29ca – paragraph 1: 1. To facilitate voluntary reporting of sustainability information by undertakings other than those referred to in Articles 19a(1) and 29a(1) and to limit the information that can be requested from such undertakings for the purposes of this Directive, the Commission shall adopt a delegated act by [4 months after entry into force of this Directive] in accordance with Article 49 supplementing this Directive to provide for sustainability reporting standards for voluntary use by such undertakings.

Directive 2013/34/EU

Article 2 – paragraph 1 – point 8, Article 29ca – paragraph 2: 2. The sustainability reporting standards referred to in paragraph 1 shall be based on Commission Recommendation 2025/4984 and proportionate to the size of the undertakings, and be relevant for the capacities and the characteristics of the undertakings for which they are designed and to the scale and complexity of their activities. They shall also, to the extent possible, specify the structure to be used to present such sustainability information. Undertakings within the value chain may choose a template for reporting of sustainability information, so that undertakings requesting information are not required to assess or map the size categories of all entities in their value chain.

Directive 2013/34/EU

Article 2 – paragraph 1 – point 8, Article 29ca – paragraph 3 (new): 3. The Commission shall, at least every four years after the date of its application, review the delegated act referred to in paragraph 1 and, where necessary, it shall amend it to take into account developments relevant to sustainability reporting.

Directive 2013/34/EU

Article 2 – paragraph 1 – point 8, Article 29ca – paragraph 4 (new): 4. When amending delegated acts pursuant to paragraph 3, the Commission shall take into consideration technical advice from EFRAG.’;

Directive 2013/34/EU

Article 2 – paragraph 1 – point 10, Article 33 – paragraph 1 – subparagraph 2: By way of derogation from subparagraph 1, Member States may provide that the members of the administrative, management and supervisory bodies of an undertaking, acting within the competences assigned to them by national law, do not have collective responsibility for ensuring that the management report, or consolidated management report, where applicable, is prepared in accordance with Article 29d.’;

Change 38

AddedAmendments 237 and 297

AddedArticle 2 – paragraph 1 – point 11 – point b

Directive 2013/34/EU