Changes from plenary report to adopted text

6. Notes that the Taxonomy Regulation establishes a series of environmental objectives, namely on climate change, the use and protection of water and marine resources, the transition to a circular economy, pollution prevention and control, and on biodiversity and ecosystems; considers that the concept of environmental matters in the NFRD should be interpreted in line with the Taxonomy Regulation and include all forms of pollution; invites the Commission to take the recommendations of the Task Force on Climate-related Financial Disclosures into account and promote the development of innovative accounting techniques that reflect the value of ecosystems; considers it equally important to define with precision the other sustainability matters to which the NFRD refers, such as the concepts of social and employee matters, respect for human rights, and anti-corruption and bribery; believes that employee matters could encompass the disclosure of companies’ salary policies, which could include showing wages by decile and gender pay gaps;

7. Considers that sustainable corporate governance is key to the long-term direction of undertakings to align their activities to the achievement of the EU’s overall environmental objectives as laid down in the European Green Deal, as well as the EU’s commitment to reduce its greenhouse gas emissions as it moves towards the 2050 climate neutrality target; underlines that all sectors should contribute to reaching that target;

8. Considers that the definition of materiality should refer to any relevant environmental, human rights and governance impacts on society as a whole, beyond value creation and matters relating to the pure financial performance of companies; calls for this definition to be revised in line with the double materiality principle introduced by the NFRD and further explained in the Commission Guidelines on reporting climate-related information; considers that materiality should be assessed in a process involving relevant stakeholders;

9. Observes that the NFRD gives companies within its scope significant flexibility to disclose relevant information in the way they consider most useful; notes that companies may currently rely, at their discretion, on a number of different frameworks; observes that they are still uncertain about how best to comply with their disclosure obligations; considers it necessary to set up a comprehensive EU framework, with due regard for the principle of proportionality, to cover the full gamut of sustainability issues relevant to comprehensive non-financial reporting; highlights, in this regard, that the EU legislative framework should ensure that the disclosures are clear, balanced, understandable, comparable among companies within a sector, verifiable and objective, and include time-bound sustainability targets; stresses that this framework should also include mandatory standards, both general and sector-specific; welcomes, in this regard, the Commission’s commitment to supporting a process to develop EU non-financial reporting standards; stresses that specific mandatory reporting obligations and standards should be set in the NFRD review, with the appropriate involvement of all stakeholders concerned, such as civil society, environmental organisations and social partners;

10. Considers that non-financial statements should be set out in the annual management report in order to avoid additional burdens for companies; welcomes the commitment undertaken by the Commission in its Capital Markets Union Action Plan (COM(2020)0590) to putting forward a legislative proposal by the third quarter of 2021 for a publicly accessible, EU-wide online digital platform that provides free access to both the financial and non-financial information reported by companies; considers that this platform should allow users to compare the data disclosed by companies, by including categories such as themes, sectors, countries, turnover and number of employees;

11. Notes that the NFRD excludes non-financial statements from the requirement of content assurance to which financial statements of companies are otherwise subject; considers that non-financial statements should be subject to a mandatory audit, depending on the size and field of activity of the company concerned; considers that the assurance service provider, subject to requirements of objectivity and independence, should conduct its audit in accordance with the future EU framework; stresses, in the light of the foregoing, the need to address the inherent wrong incentives in statutory auditing by reviewing the Statutory Audit Directive; affirms that this would also be an opportunity to address the quasi-monopoly of the ‘Big Four’ accountancy companies, which typically audit the largest listed companies;

12. Highlights that workers’ representatives should be involved in defining the process for reporting non-financial information and in verifying information, in particular regarding social sustainability goals and issues related to the supply production chain, including outsourcing and subcontracting;

14. Believes that the EU should make every effort to ensure that the free trade agreements they negotiate include clauses requiring the partner states to lay down comparable obligations for their companies, with a view to avoiding any new means of distorting competition;

Directors’ duty of care and additional measures to make corporate governance more sustainability-oriented

15. Stresses the importance of diversity and inclusiveness in companies, which leads to better business performance; calls on the Council to adopt its general approach as soon as possible in order to start negotiations with Parliament on the Women on Boards Proposal, which sets out to put an end to the pervasive imbalance between women and men at the highest levels of company decision-making; calls on the Commission to examine additional proposals to improve gender balance among senior managers and those holding influential positions in companies;

16. Underlines the need for greater employee involvement in company decision-making processes in order to better integrate the long-term objectives and impacts of their companies; invites the Commission to look into the possibility of revising the European Works Council Directive and establishing a new framework on employees’ information, consultation and involvement in European companies;

17. Stresses that the ecological transition and the rise of digitalisation will have profound repercussions on the labour force; considers, therefore, that any sustainable corporate governance should recognise and guarantee effectively the right of employees to continuing vocational training and lifelong education during their working hours;

18. Notes that companies are not abstract entities detached from today’s environmental and social challenges; considers that companies should make a more active contribution to sustainability as their long-term performance, resilience and even their survival may depend on the adequacy of their response to environmental and social matters; stresses, in this regard, that the duty of care of directors towards their company should be defined not only in relation to short-term profit maximisation by way of shares, but also sustainability concerns; notes the major role of executive directors in defining a company’s strategy and overseeing its operations; considers that executive directors’ legal duties to act in the interest of their company should be understood as a duty to integrate long-term interests and sustainability risks, impacts, opportunities and dependencies into their company’s overall strategy; stresses that this duty of prioritisation could entail a shift towards sustainable investments from non-sustainable investments;

19. Calls on the Commission to present a legislative proposal to ensure that directors’ duties cannot be misconstrued as amounting solely to the short-term maximisation of shareholder value, but must instead include the long-term interest of the company and wider societal interests, as well as that of employees and other relevant stakeholders; believes, in addition, that such a proposal should ensure that members of the administrative, management and supervisory bodies, acting within the competences assigned to them by national law, have the legal duty to define, disclose and monitor a corporate sustainability strategy;

20. Stresses, with regard to the ongoing revision of the Environmental Liability Directive, that companies should possess financial securities for environmental liability for environmental harm inflicted on individuals and ecosystems;

21. Considers that companies’ sustainability strategies should identify and address, in accordance with their due diligence obligations, on the one hand, material issues in line with the non-financial reporting requirements, and, on the other hand, the significant impacts that those companies could have on environmental, climate, social and employee matters, and the implications for human rights, bribery and corruption arising from their business models, operations and supply chains, including outside the EU; considers that the duty of care that directors owe to their company also requires abiding by the duty not to harm ecosystems and to protect the interests of relevant stakeholders, including employees, who may be adversely impacted by the company’s activities;

22. Believes that the scope of the future legislation should cover all listed and non-listed large undertakings established in EU territory, as defined in Article 3(4) of the Accounting Directive; stresses that in order to provide a level playing field, this legislation should also apply to non-EU companies operating in the EU market; invites the Commission to identify high-risk sectors of economic activity with a significant impact on sustainability matters that could justify applying it to SMEs in those sectors; further considers that, following the impact assessment the Commission is currently undertaking, the sustainability strategies should include measurable, specific, time-bound and science-based targets as well as transition plans aligned with the EU’s international commitments on the environment and climate change, in particular the Paris Agreement, the Convention on Biological Diversity and international agreements addressing deforestation; believes that the strategies could also include an internal policy on a fair salary based on living wage per country, a policy on gender equality, and a policy ensuring employees’ rights are better integrated in business activities; underlines that the content of these internal policies should be determined by the companies themselves, with due consideration for and in consultation with their employees; considers that these policies should take into account sector-specific and/or geographical matters and the rights of persons belonging to particularly vulnerable groups or communities; considers that linking the variable part of the remuneration of executive directors to the achievement of the measurable targets set in the strategy would serve to align directors’ interests with the long-term interests of their companies; calls on the Commission to further promote such remuneration schemes for top management positions;

23. Notes that some Member States have introduced the concept of ‘loyalty shares’ in their legislation, whereby long-term shareholding is rewarded through voting rights and tax advantages; calls on the Commission to consider the introduction of new mechanisms to promote sustainable returns and the long-term performances of companies; highlights that retained earnings can contribute to building adequate reserves;

24. Considers that the Shareholders’ Rights Directive should also be amended in order to incentivise ‘patient’ shareholder behaviour, in particular by rewarding long-term shareholding through voting rights and tax advantages;

25. Expresses concern that certain international investment agreements such as the Energy Charter Treaty place the financial interests of multinational corporations above environmental and climate priorities; urges the Commission to take swift action to ensure that existing and future trade investment agreements are fully aligned with EU environmental and climate objectives and to come forward with proposals to counteract corporate land grabbing and deforestation in the upcoming review of the NFRD;

26. Considers that, in the process of defining and monitoring their sustainability strategies, companies should have the duty to inform and consult relevant stakeholders; believes that the concept of a stakeholder should be interpreted broadly and include all persons whose rights and interests may be affected by the decisions of the company, such as employees, trade unions, local communities, indigenous peoples, citizens’ associations, shareholders, civil society and environmental organisations; considers it essential, moreover, to consult national and local public authorities dealing with the sustainability of economic affairs, in particular those responsible for employment and environmental public policies;

28. Believes that companies that receive State aid, EU funding, or other public money or companies that carry out redundancy plans should aim to retain their workers’ jobs and offer them protection, adjust the remuneration of their directors accordingly, pay their fair share of taxes, implement their sustainability strategy in line with the objective of reducing their carbon footprint, and refrain from paying out dividends or offering share buy-back schemes aimed at remunerating shareholders;

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29. Instructs its President to forward this resolution to the Council and the Commission.