Corporate Sustainability Reporting Directive requirements in force for listed companies

The requirements under the Corporate Sustainability Reporting Directive (CSRD) came into force for listed companies on 1 January 2024, with more companies coming within scope in the coming years.

Background

The European Union (EU) has been working on a series of co-ordinated initiatives as part of its Green Deal Climate Change Action Objectives to bring sustainability – environmental, social and governance matters- into company law. These measures build on the reporting obligations imposed by the Non-Financial Reporting Directive.

The CSRD amends the Non-Financial Reporting Directive to impose requirements of detailed reporting of sustainability matters, -environmental issues, social issues, human rights issues, and governance issues. The CSRD obliges companies in scope to disclose:

  • Information to the extent necessary for an understanding of the company’s development, performance, position and impact of its activity, relating to, as a minimum, environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters, including:
    • a brief description of the company’s business model;
    • a description of the policies pursued by the company in relation to those matters, including due diligence processes implemented;
    • the outcome of those policies;
    • the principal risks related to those matters linked to the company’s operations including, where relevant and proportionate, its business relationships, products or services which are likely to cause adverse impacts in those areas, and how the company manages those risks;
    • non-financial key performance indicators relevant to the particular business.

Companies in scope will be required to report on a double materiality basis. This means that companies will have to disclose not only the risks they face on a changing climate and other environmental, social and governance matters (financial materiality) but also the impacts they themselves may have on climate and society (impact materiality).

CSRD scope and timeline

Ireland and other EU member states have until 6 July 2024 to transpose the directive, with a view to mandatory requirements commencing for financial years on or after:

  • 1 January 2024 for public interest entities in scope of EU non-financial reporting rules (greater than 500 employees). These companies will be reporting in 2025. A public interest entity includes companies with securities listed on an EU regulated market and does not include those companies which securities are listed on non-EU markets.
  • 1 January 2025 for other large companies and public interest entities (greater than 250 employees). These companies will be reporting in 2026. Many EU-incorporated companies with securities listed on non-EU markets will be included at this stage.
  • 1 January 2026 for listed small and medium enterprises, with an ‘opt out’ possible until 2028

Non-EU companies with a turnover of more than €150 million in the EU must comply with the CSRD.

Areas that need to be disclosed

The issues that will need to be disclosed on an in-scope company’s financial statements are all encompassing and concerning. The following areas are the areas on which reporting will be required: –

  1. Basis of Preparation
    This relates to how the company has prepared its sustainability statement.
  2. Governance
    This includes information about the composition of the board, the composition of management, the roles and responsibilities and diversities of members of the board.
  3. Impact, risk and opportunity (IRO’s)
    Disclosures on IRO’s will have to be provided for topics that are assessed as material including a description of the process to identify IRO’s and information about topics that have been omitted from the report as a result of the materiality assessment.
  4. Information subject to materiality
    This relates to the IRO’s covering policies, actions, metrics and targets and companies can decide what is material and what is not material.

Two-year delay for sector-specific standards

In January 2024, EU lawmakers reached a provisional agreement to delay the adoption of sector-specific standards under the CSRD. This delay, however, will not halt the implementation of the CSRD but rather is intended to ease the burden of reporting compliance by certain specific industries. Reporting under the CSRD using the first set of sector-agnostic standards will still be applied by all in scope companies.

Conclusion

As the reporting areas under the CSRD are both wide and onerous, in scope companies should engage with their auditors as soon as possible.

CSRD will apply to most companies, as even if a company is not directly within scope, they may need to provide information to large companies in due course if they are part of the value chain.

For more information, please contact us at reception@vblaw.ie, or your usual contact at Vincent & Beatty LLP.

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2024-03-27T13:32:55+00:00
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