Changes from report parliamentary committee draft to plenary report

Directive 2013/34/EU

Change 31

ChangedArticle 2 – paragraph 1 – point 6 – point b,a a (new), Article 29b – paragraph 42 – subparagraph 1: (b)(a a) in paragraph 4,2, the first subparagraph is replaced by the following: / ‘Sustainability‘The sustainability reporting standards shall take account ofensure the difficulties that undertakings might encounter in gathering information from actors throughout their chainquality of activities, especially from those which arereported notinformation, subjectby torequiring thethat sustainabilityit reportingis requirementssimple, laidaccessible, downstreamlined, inunderstandable, Articleproportionate, 19arelevant, orverifiable, 29acomparable and from suppliersrepresented in emerginga marketsfaithful andmanner. economies.The Sustainabilitysustainability reporting standards shall specify disclosures on chains of activities that are proportionate and relevant to the capacities and characteristics of undertakings in the chains of activities, and to the scale and complexity of their activities, especially those of undertakings that areshall: not/ subject(a) to the sustainability reportingextent requirementspossible, laidbe downquantitative in Articlenature; 19a/ or(b) 29a.avoid Sustainabilitydouble reporting standards shall not specify disclosures thatand wouldany requireoverlap undertakingswith toobligations obtainstemming from undertakings in their chain of activities which, on their balance sheet dates,other dolegislative notinstruments; exceed/ the(c) averageavoid numberimposing ofa 3000disproportionate employeesadministrative and afinancial netburden turnoveron ofundertakings; EURand 450/ 000(d) 000ensure duringto the financialgreatest yearextent anypossible informationinteroperability thatwith exceedsinternationally therecognised informationstandards toset beby disclosedglobal pursuantstandard-setting toinitiatives thefor sustainability reporting standards foras voluntaryrequired useby referredpoint to(a) inof Articleparagraph 29ca.’;5.’;

Change 32

RemovedArticle 2 – paragraph 1 – point 8, Article 2013/34/EU, 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

Change 33

ChangedArticle 2 – paragraph 1 – point 116 – point b, Article 3429b – paragraph 2a:4 ‘2a.– Membersubparagraph States1: (b) in paragraph 4, the first subparagraph is replaced by the following / ‘Sustainability reporting standards shall ensuretake thataccount of the opiniondifficulties, referredincluding tolegal limitations stemming from this Directive, that undertakings might encounter in paragraphgathering 1,information secondfrom subparagraph,actors pointthroughout (aa),their isvalue preparedchain, especially from those which are not subject to the sustainability reporting requirements laid down in fullArticle respect19a 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 obligationvalue onchains, and to the scale and complexity of their activities, especially those of undertakings that are not subject to seekthe 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 chain ofvalue activitieschain which, on their balance sheet dates, do not exceed the average number of 30001000 employees and a net turnover of EUR 450 000 000 during the financial year any information that exceeds the information specifiedto inbe disclosed pursuant to the sustainability reporting standards for voluntary use referred to in Article 29ca, except for additional sustainability information that is commonly shared between undertakings in the sector concerned.’;29ca.’;

Directive 2013/34/EU

Change 34

RemovedArticle 2 – paragraph 1 – point 12 – point a, Article 40a – paragraph 1 – subparagraph 2: ‘The first subparagraph shall only apply to subsidiary undertakings which, on their balance sheet dates, exceed the average number of 3000 employees and a net turnover of EUR 450 000 000 in the preceding financial year.’;

AddedArticle 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

Change 35

RemovedArticle 2 – paragraph 1 – point 12 – point b, Article 40a – paragraph 1 – subparagraphs 4 and 5: ‘The rule referred to in the third subparagraph shall only apply to a branch where the third-country undertaking does not have a subsidiary undertaking as referred to in the first subparagraph, and where the branch generated a net turnover exceeding EUR 450 000 000 in the preceding financial year.’ / (deleted)

AddedArticle 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.

AddedDirective 2013/34/EU

AddedArticle 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.

AddedDirective 2013/34/EU

AddedArticle 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.’;

AddedDirective 2013/34/EU

AddedArticle 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.’;

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 11 – point b, Article 34 – paragraph 2 a: ‘2a. Member States shall ensure that the opinion referred to in paragraph 1, second subparagraph, point (aa), is prepared in full respect of the obligation on undertakings not to 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.’;

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 11 – point b a (new), Article 34 – paragraph 2 b (new): (b a) the following paragraph 2b is inserted: / ‘2b. Member States shall ensure that the opinion referred to in paragraph 1, second subparagraph, point (aa), is prepared in full respect of the possibility of undertakings in the value chain to omit to provide information in exceptional cases where an undertaking established under legislation of a third-country could be sanctioned due to third-country legislation simply by transmitting sustainability data.’;

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 12 – point -a (new), Article 40a – paragraph 1 – subparagraph 1: (- a) the first subparagraph is replaced by the following: / ‘A Member State shall require that a subsidiary undertaking established in its territory whose ultimate parent undertaking is governed by the law of a third country publish and make accessible a sustainability report covering the information specified in points (a)(iii) to (a)(v), points (b) to (f) and, where appropriate, point (h) of Article 29a (2), and in accordance with Article 29a(3), at the group level of that ultimate third-country parent undertaking.’;

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 12 – point a, Article 40a – paragraph 1 – point a: ‘The first subparagraph shall only apply to subsidiary undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 in the preceding financial year.’;

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 12 – point b, Article 40a – paragraph 1 – subpargraph 4: (b) the fourth subparagraph is replaced by the following: / ‘The rule referred to in the third subparagraph shall only apply to a branch where the third-country undertaking does not have a subsidiary undertaking as referred to in the first subparagraph, and where the branch generated a net turnover exceeding EUR 450 000 000 in the preceding financial year.

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 12 – point b a (new), Article 40a – paragraph 1 – subpargraph 5: (ba) the fith subparagraph is deleted / (deleted)

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 13 – point -a (new), Article 49 –paragraph 2 – first sentence: (-a) in paragraph 2, first sentence, the reference to Article 29c is deleted;

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 13 – point -a a (new), Article 49 – paragraph 3 – first sentence: (-aa) in paragraph 3, first sentence, the reference to Article 29c is deleted;

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 13 – point -a b (new), Article 49 – paragraph 3b: (-ab) paragraph 3b is amended as follows: / (i) in the first subparagraph, introductory wording, the reference to Article 29c is deleted ; / (ii) in the fourth subparagraph, the reference to Article 29c is deleted; / (iii) in the sixth subparagraph, the reference to Article 29c is deleted.

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 13 – point a – introductory part, Article 49 – paragraph 3c: (a) the following paragraphs 3c and 3d are inserted:

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 13 – point a, Article 49 – paragraph 3c: ‘3c. The power to adopt delegated acts referred to in Article 29ca shall be conferred on the Commission for an indeterminate period from [date of entry into force of amending Directive].

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 13 – point a, Article 49 – paragraph 3d: 3d. The delegations of powers referred to in Article 29ca may be revoked at any time by the European Parliament or by the Council. A decision to revoke shall put an end to the delegation of the power specified in that decision. It shall take effect the day following the publication of the decision in the Official Journal of the European Union or at a later date specified therein. It shall not affect the validity of any delegated acts already in force.

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 13 – point a, Article 49 – paragraph 3e: deleted

AddedDirective 2013/34/EU

AddedArticle 2 – paragraph 1 – point 13 – point b, Article 49 – paragraph 5: ‘5. A delegated act adopted pursuant to Article 1(2), Article 3(13), Articles 29b, 29ca or 40b, or Article 46(2) shall enter into force only if no objection has been expressed either by the European Parliament or the Council within a period of two months of notification of that act to the European Parliament and the Council or if, before the expiry of that period, the European Parliament and the Council have both informed the Commission that they will not object. That period shall be extended by two months at the initiative of the European Parliament or the Council.’.

Directive (EU) 2022/2464

Change 36

ChangedArticle 3 – paragraph 1 – point 1 – point b – point i, Article 5 – paragraph 2 – subparagraph 1 – point – b -– point i: ‘(i) to 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;’;

Directive (EU) 2022/2464

Change 37

ChangedArticle 3 – paragraph 1 – point 1 – point b – point ii, Article 5 – paragraph 2 – subparagraph 1 – point b -– point ii: ‘(ii) to parent undertakings of a group which, on their balance sheet dates, exceed the average number of 30001000 employees and a net turnover of EUR 450 000 000, on a consolidated basis, during the financial year;’;

Directive (EU) 2022/2464

Change 38

ChangedArticle 3 – paragraph 1 – point 2 – point b – point i, Article 5 – paragraph 2 – subparagraph 3 – point b – point i: ‘(i) to issuers as defined in Article 2(1), point (d) of Directive 2004/109/EC which are large undertakings within the meaning of Article 3(4) of Directive 2013/34/EU 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;’;

Directive (EU) 2022/2464

Change 39

ChangedArticle 3 – paragraph 1 – point 2 – point b – point ii, Article 5 – paragraph 2 – subparagraph 3 – point b – point ii: ‘(ii) to issuers as defined in Article 2(1), point (d) of Directive 2004/109/EC which are parent undertakings of a group which, on its balance sheet dates, exceed the average number of 30001000 employees and a net turnover of EUR 450 000 000, on a consolidated basis, during the financial year;’;

Directive (EU) 2024/1760

Change 40

RemovedArticle 4 – paragraph 1 – point 1, Article 1 – paragraph 1 – point c: (1) in Article 1(1), point (c) is deleted. / (deleted)

AddedArticle 4 – paragraph 1 – point 1, Article 1 – paragraph 1 – point c: ‘(c) the obligation for companies to adopt a transition plan for climate change mitigation, which aim to ensure, through reasonable efforts, compatibility of the business model and of the strategy of the company with the transition to a sustainable economy and with the limiting of global warming in line with the Paris Agreement.’;

Directive (EU) 2024/1760

Change 41

ChangedArticle 4 – paragraph 1 – point 1 a (new) – point a,(new), Article 2 – paragraph 1 – point a: (1a)(1 a) Article 2 is amended as follows: / (a) in paragraph 1, point (a) is replaced by the following: / ‘(a) the company had more than 35 000 employees on average and had a net worldwide turnover of more than EUR 450 0001.5 000billion in the last financial year for which annual financial statements have been or should have been adopted;’adopted ;’;

Directive (EU) 2024/1760

Change 42

RemovedArticle 4 – paragraph 1 – point 1 a (new) – point b, Article 2 – paragraph 3 – subparagraph 1: (b) in paragraph 3, the first subparagraph is replaced by the following: / ‘3. Where the ultimate parent company has as its main activity the holding of shares in operational subsidiaries and does not engage in taking management, operational or financial decisions affecting the group or one or more of its subsidiaries, it may be exempted from carrying out the obligations under this Directive. That exemption is subject to the condition that one of the ultimate parent company’s subsidiaries established in the Union is designated to fulfil the obligations set out in Articles 6 to 16 on behalf of the ultimate parent company, including the obligations of the ultimate parent company with respect to the activities of its subsidiaries. In such a case, the designated subsidiary is given all the necessary means and legal authority to fulfil those obligations in an effective manner, in particular to ensure that the designated subsidiary obtains from the companies of the group the relevant information and documents to fulfil the obligations of the ultimate parent company under this Directive.’;