Changes from report parliamentary committee draft to plenary report

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

Change 9

ChangedArticle 1 – paragraph 1 – point 1, Article 26a – paragraph 3 – subparagraph 2–2 – introductory part: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:

Directive 2013/34/EU

Change 10

ChangedArticle 2 – paragraph 1 – point 1 – point a, Article 1 – paragraph 3 – introductory part: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 30001000 employees and a net turnover of EUR 450 000 000 during the financial year:’;

Directive 2013/34/EU

Change 11

ChangedArticle 2 – paragraph 1 – point 1 a (new), Article 19 – paragraph 1 – subparagraph 4: (1a)(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 30001000 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.’;undertaking.’ ;

Directive 2013/34/EU

Change 12

ChangedArticle 2 – paragraph 1 – point 2 – point a, Article 19a – paragraph 1 – subparagraph1:subparagraph 1: ‘Undertakings which, on their balance sheet dates, exceed the average number of 30001000 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 13

ChangedArticle 2 – paragraph 1 – point 2 – point a a (new), Article 19a – paragraph 1 – subparagraph 2 a2a (new): (aa)(a a) in paragraph 1, the following subparagraph is added: / ‘Where the ultimate parent‘Undertakings undertakingthat isare a financial holding undertaking as defined in Article 2(15), it mayshall be exempted from carrying out the obligations under this Directive. That exemption is subject to the condition that one of the ultimate parent undertaking’s subsidiaries established in the Union is designated to comply with those obligations on behalf of the ultimate parent undertaking.’;Directive.’;

Directive 2013/34/EU

Change 14

RemovedArticle 2 – paragraph 1 – point 2 – point a b (new) – point i, Article 19a – paragraph 2 – point a – point iii: (ab) paragraph 2 is amended as follows: / (i) in point (a), point (iii) is replaced by the following: / ‘(iii) any climate-related transition plans of the undertaking, if such a plan exists;’;

AddedArticle 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.’;

Directive 2013/34/EU

Change 15

RemovedArticle 2 – paragraph 1 – point 2 – point a b (new) – point ii, Article 19a – paragraph 2 – point f – point ii: (ii) in point (f), point (ii) is replaced by the following: / ‘(ii) the principal actual or potential adverse impacts connected with the undertaking’s own operations and with its chain of activities, 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;’;

AddedArticle 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.’;

Directive 2013/34/EU

Change 16

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 chain of activities, 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 chain of activities which, on their balance sheet dates, do not exceed the average number of 3000 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 information about their chain of activities without reporting from undertakings in their chain of activities which, on their balance sheet dates, do not exceed the average number of 3000 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 information about their chain of activities set out in this p…

AddedArticle 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 17

ChangedArticle 2 – paragraph 1 – point 2 – point b – point i a (new), Article 19a – paragraph 3– subparagraph4 2:a (ia)(new): the(b seconda) subparagraphthe isfollowing replacedparagraph by4a theis following:inserted: / ‘In‘4a. theThe eventreporting thatobligations notset allout thein necessarythis informationArticle regardingare itswithout chainprejudice ofto activitiesDirective is(EU) available,2016/943 of the undertakingEuropean shallParliament explainand of the effortsCouncil. madeTherefore, toundertakings obtainshall thenot necessarybe informationrequired aboutto itsdisclose chaininformation ofon activities,intellectual thecapital, reasonsintellectual whyproperty notor allknow-how, ofbusiness theinformation necessaryor informationtechnological couldinformation bewhich obtained,constitutes andtrade itssecrets plansas todefined obtainin theArticle necessary2, informationpoint in(1), theof future.’;Directive /(EU) (deleted)2016/943.’;

Directive 2013/34/EU

Change 18

RemovedArticle 2 – paragraph 1 – point 2 – point b – point ii, Article 19a – paragraph 3 – subparagraph 4 a (new): ‘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 (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure (OJ L 157, 15.6.2016, p. 1, ELI: http://data.europa.eu/eli/dir/2016/943/oj).

AddedArticle 2 – paragraph 1 – point 2 – point c a (new), Article 19a – paragraph 10: (c a) 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.’;

Directive 2013/34/EU

Change 19

RemovedArticle 2 – paragraph 1 – point 2 – point c a (new), Article 19a – paragraph 10: (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.’;

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

Directive 2013/34/EU

Change 20

RemovedArticle 2 – paragraph 1 – point 3, Article 19b – paragraph 1: 1. Member States shall ensure that, by way of derogation from Article 8 of Regulation (EU) 2020/852, undertakings as referred to in Article 19a(1) of this Directive shall apply paragraphs 2, 3 and 4 of this Article.

AddedArticle 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.’;

Directive 2013/34/EU

Change 21

ChangedArticle 2 – paragraph 1 – point 4 – point a,a a (new), Article 29a – paragraph 1 – subparagraph 1:1a and 1b (new): (a a) in paragraph 1, the following subparagraphs are added: / ‘Parent undertakings ofthat are a groupfinancial which,holding onundertaking theiras balancedefined sheetin dates,Article exceed2(15), theshall averagebe numberexempted offrom 3000carrying employeesout andthe aobligations netunder turnoverthis Article. / In case of EURrecent 450acquisitions 000of 000,subsidiaries onthat aare consolidatednot basis,subject duringto the financialreporting year,of shallinformation includereferred to in the consolidatedfirst managementsubparagraph, reportthe informationparent necessaryundertaking towill understandbenefit theof group’sa impacts24 onmonths sustainabilitytransition matters,period andbefore informationbeing necessaryrequired to understandintegrate howinformation sustainabilityon mattersits affectnew thesubsidiary, group’swithin development,its performanceconsolidated andsustainability position.’;report.’;

Directive 2013/34/EU

Change 22

RemovedArticle 2 – paragraph 1 – point 4 – point a a (new), Article 29a – paragraph 1 – subparagraph 2 a new: (aa) in paragraph 1, the following subparagraph is added: / ‘Where the ultimate parent undertaking of a group is a financial holding undertaking as defined in Article 2(15), it may be exempted from complying with the obligations set out in this Directive. That exemption is subject to the condition that one of the ultimate parent undertaking’s subsidiaries established in the Union is designated to comply with those obligations on behalf of the ultimate parent undertaking’;

AddedArticle 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.’;

Directive 2013/34/EU

Change 23

RemovedArticle 2 – paragraph 1 – point 4 – point a b (new) – point i, Article 29a – paragraph 2 – point a – point iii: (ab) paragraph 2 is amended as follows: / (i) in point (a), point (iii) is replaced by following: / ‘(iii) any climate-related transition plans of the undertaking, if such a plan exists;’;

AddedArticle 2 – paragraph 1 – point 4 – point b – point i a (new), Article 29a – 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.’;

Directive 2013/34/EU

Change 24

ChangedArticle 2 – paragraph 1 – point 4 – point a b (new) – point ii, Article 29a – paragraph 2 – point f3 – point ii: (ii)subparagraph in4 pointa: (f),‘The pointfirst (ii)subparagraph is replaced by the following: / ‘(ii) the principal actual or potential adverse impacts connected with the group’s own operations and with its chain of activities, including its products and services, its business relationships and its supply chain, actionswithout takenprejudice to identify andinformation monitorrequests thosemade impacts,for andpurposes other adversethan impactsthe whichreporting theof parentsustainability undertakinginformation isas required to identifyby pursuantthis toDirective, otherincluding Union requirements on undertakings to conduct a due diligence process;’;process.’;

Directive 2013/34/EU

Change 25

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 chain of activities, 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 chain of activities which, on their balance sheet dates, do not exceed the average number of 3000 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 information about their chain of activities without reporting from undertakings in their chain of activities which, on their balance sheet dates, do not exceed the average number of 3000 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 information about their chain of activities set out in this paragra…

AddedArticle 2 – paragraph 1 – point 4 – point b a (new), Article 29a – paragraph 3 – subparagraph 5a (new): (b a) 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 26

RemovedArticle 2 – paragraph 1 – point 4 – point b – point i a (new), Article 29a – paragraph 3 – subparagraph 2: (ia) the second subparagraph is replaced by the following: / ‘In the event that not all the necessary information regarding its chain of activities is available, the parent undertaking shall explain the efforts made to obtain the necessary information about its chain of activities, the reasons why not all of the necessary information could be obtained, and its plans to obtain the necessary information in the future.’;

AddedArticle 2 – paragraph 1 – point 4 – point b b (new), Article 29a – paragraph 8 – subparagraph 1: (b b) 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…

Directive 2013/34/EU

Change 27

RemovedArticle 2 – paragraph 1 – point 4 – point b – point ii, Article 29a – paragraph 3 – subparagraph 5 a (new): ‘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.’;

AddedArticle 2 – paragraph 1 – point 4 – point b c (new), Article 29a – paragraph 9: (b c) 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.’;

Directive 2013/34/EU

Change 28

RemovedArticle 2 – paragraph 1 – point 4 – point b a (new), Article 29a – paragraph 9: (ba) 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.’;

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

Directive 2013/34/EU

Change 29

RemovedArticle 2 – paragraph 1 – point 5, Article 29aa – paragraph 1: 1. Member States shall ensure that, by way of derogation from Article 8 of Regulation (EU) 2020/852, parent undertakings as referred to in Article 29a(1) of this Directive shall apply paragraphs 2, 3 and 4 of this Article.

AddedArticle 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

Change 30

RemovedArticle 2 – paragraph 1 – point 6 – point a a (new), Article 29b – paragraph 2 – subparagraph 1: (aa) paragraph 2 is replaced by the following: / ‘2. The sustainability reporting standards shall ensure the quality of reported information, by requiring that it is simple, 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 interoperability with internationally recognised standards set by global standard-setting initiatives for sustainability reporting as required by paragraph 5, point (a).’;

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