ASSURANCE OF THE SUSTAINABILITY REPORT PREPARED IN ACCORDANCE WITH ARTICLE 40a OF THE ACCOUNTING DIRECTIVE

79) What happens if the third-country undertaking does not provide the assurance opinion to the EU subsidiary/EU branch? Pursuant to Article 40a(3) of the Accounting Directive, if the third-country undertaking does not provide the assurance opinion, the subsidiary undertaking or branch shall issue a statement indicating that fact. 80) How should the assurance opinion for the sustainability report prepared pursuant to Article 40a of the Accounting Directive be published? Are there any format requirements? Based on Article 40d(1) of the Accounting Directive, the assurance opinion for the sustainability report prepared pursuant to Article 40a shall be published together with the sustainability report – and, where applicable, the statement mentioned in the fourth subparagraph of Article 40a(2) of the Accounting Directive – within 12 months of the balance sheet date of the financial year for which the report is drawn up, as provided for by each Member State, in accordance with Articles 14 to 28 of the Company Law Directive and, where relevant, in accordance with Article 36 of that Directive. Union law does not currently require specific format requirements for the assurance opinion. However, Article 33a of the Accounting Directive – introduced by the ESAP package (109) – requires subsidiaries and branches subject to Article 40a of the Accounting Directive to submit the sustainability report to the collection body designated by the Member State in a data extractable format together with the relevant accompanying metadata. The Commission is also empowered to adopt implementing measures to specify further metadata to accompany the assurance opinion and to require a machine-readable format. SECTION VI FAQS ON KEY INTANGIBLE RESOURCES 81) According to Article 19(1) fourth subparagraph of the Accounting Directive, undertakings 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. Does this disclosure requirement apply to all kinds of key intangible resources, including intangible assets recognised on the balance sheet? Article 19(1) fourth subparagraph of the Accounting Directive is not limited to information about key intangible resources that are not recognised as intangible assets on the balance sheet. Consequently, the requirement applies to all key intangible resources of the undertaking, including intangible assets recognised on the balance sheet. This holistic approach allows users to understand the dependencies of the undertaking’s business model on key intangible resources and their relevance for the company’s value creation, irrespective of whether they would meet the recognition and measurement criteria of the applicable accounting framework. It will help users to assess the undertaking’s market value. 82) Which entities are required to provide information on key intangible resources in the management report? Shall this requirement also apply to credit institutions and insurance undertaking, irrespective of their legal form? Large undertakings and listed SMEs (except micro-undertakings) 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. Article 19 of the Accounting Directive only applies to the types of undertakings referred to in Article 1(1) of the Accounting Directive, including credit institutions and insurance undertakings that fulfil the conditions in Article 1(1) of the Accounting Directive. This information must be included in the management report (but not necessarily in the sustainability statement). 83) Do key intangible resources have to be included in the sustainability statement? Article 19(1) of the Accounting Directive sets out information which must be included in the undertaking’s management report. Article 19(1) fourth subparagraph of the Accounting Directive requires information concerning key intangible resources to be included in the management report. Therefore, this information does not necessarily have to be included in the sustainability statement and may be provided in a different section of the management report. SECTION VII ADDITIONAL FAQS ON REQUIREMENTS FOR THIRD-COUNTRY UNDERTAKINGS 84) Are third-country undertakings required to report sustainability information at individual and/or consolidated level (individual/consolidated sustainability statement) under Articles 19a/29a of the Accounting Directive? Without prejudice to Article 23 of the Transparency Directive, third-country undertakings are required to report sustainability information at individual and/or consolidated level under Articles 19a/29a of the Accounting Directive, but only if the third-country undertaking is an issuer of transferable securities admitted to trading on an EU regulated market, excluding micro-undertakings. Third-country issuers must include sustainability information within their management report as part of their annual financial report, based on Article 4(5) of the Transparency Directive, which cross-refers to Articles 19a and 29a of the Accounting Directive. 85) Can third-country SMEs with transferable securities admitted to trading on an EU regulated market opt out from the obligation to report sustainability information for financial years starting before 1 January 2028 pursuant to Article 19a(7) of the Accounting Directive? Yes, the opt-out provision set out in Article 19a(7) of the Accounting Directive also applies to third-country SMEs with transferable securities admitted to trading on an EU regulated market (see FAQ 16). 86) If a third-country parent undertaking publishes on a voluntary basis a consolidated sustainability statement to allow its subsidiaries to avail of the exemptions under Articles 19a(9) and 29a(8) of the Accounting Directive, does that consolidated sustainability statement need to be included in a consolidated management report or can it be a standalone document? The third-country parent undertaking that complies with Article 29a of the Accounting Directive on a voluntary basis may include the consolidated sustainability statement in a separate document. 87) Does the consolidated sustainability statement of the third-country parent undertaking prepared pursuant to Article 29a of the Accounting Directive have to include all its subsidiaries or only the EU subsidiaries? The rules for the consolidation of the sustainability statement are the same ones as for the consolidation of the financial statements. Based on Article 22(6) of the Accounting Directive (110), the consolidated sustainability statement must include all its subsidiary undertakings, regardless of where the registered offices of such subsidiary undertakings are situated. 88) Pending a Commission decision on the equivalence of third-country sustainability standards, how can a third-country undertaking that is not required to report sustainability information under Union law allow its Union subsidiaries to be exempted from sustainability reporting under Articles 19a and 29a of the Accounting Directive? A third-country undertaking that is not required to report sustainability information under Union law and that wants to allow its Union subsidiaries to be exempted from sustainability reporting under Articles 19a and 29a of the Accounting Directive may publish a consolidated sustainability statement prepared in accordance with ESRS. Alternatively, based on Article 48i(1) of the Accounting Directive, until financial years ending on 6 January 2030, Member States must allow a subsidiary governed by the law of a Member State that is subject to Articles 19a and 29a of the Accounting Directive and whose parent undertaking is governed by the law of a third-country to prepare and publish a consolidated sustainability statement under Article 29a of the Accounting Directive, that includes all Union direct or indirect subsidiary undertakings of such third-country parent undertaking that are subject to Articles 19a and 29a of the Accounting Directive. Article 48i(2) of the Accounting Directive specifies that the Union subsidiary undertaking preparing the consolidated sustainability reporting shall be one of the Union subsidiary undertakings of the group that generated the greatest turnover in the Union in at least one of the preceding five financial years, on a consolidated basis where applicable. Based on Article 48i(3) of the Accounting Directive, the preparation and publication of the consolidated sustainability statement prepared and published by the Union subsidiary referred to in Article 48i(1) of the Accounting Directive leads to the exemption from sustainability reporting of all undertakings included in the consolidation, provided that the conditions in Articles 19a(9) and 29a(8) are met. 89) Do third-country issuers have to include Article 8 Taxonomy Regulation disclosures in their sustainability statement? Without prejudice to Article 23 of the Transparency Directive, third-country issuers reporting in accordance with Article 19a or 29a of the Accounting Directive must include Article 8 Taxonomy disclosures in their sustainability statements. Article 4(5) of the Transparency Directive requires EU and third-country issuers of transferable securities admitted to trading on an EU regulated market (excluding micro-undertakings) to draw up their management report in accordance with Articles 19, 19a, 20, and 29d(1) of the Accounting Directive (or Articles 29, 29a and 29d(2) of the Accounting Directive in the case of a consolidated management report) and to include the specifications adopted pursuant to Article 8(4) Taxonomy Regulation, ‘ when drawn up by undertakings referred to in those provisions ’. In line with the co-legislators’ clear intention to extend the sustainability reporting requirements set out in the Accounting Directive (which only applies to EU undertakings) to EU and third-country issuers, ‘ when drawn up by undertakings referred to in those provisions ’ is to be interpreted as referring to the categories of undertakings referred to in Articles 19a and 29a of the Accounting Directive (i.e. large undertakings, listed SMEs excluding micro-undertakings, and parent companies of large groups). Since the Transparency Directive applies to all EU and third-country issuers (including micro-undertakings), this sentence is needed to ensure that listed micro-undertakings are not subject to sustainability reporting requirements. Article 8 of the Taxonomy Regulation requires companies subject to Articles 19a or 29a of the Accounting Directive to publish how and to what extent the company’s activities are associated with economic activities that qualify as environmentally sustainable. The wording of Article 4(5) of the Transparency Directive indicates that where an EU or third-country issuer is subject to sustainability reporting requirements under Articles 19a or 29a of the Accounting Directive, it must include Article 8 Taxonomy Regulation disclosures in its management report. SECTION VIII FAQ ON SFDR 90) May financial market participants assume that any indicator reported as non-material by an investee undertaking subject to the CSRD does not contribute to the corresponding indicator of principal adverse impacts in the context of the SFDR disclosures? Yes. Financial market participants may assume that any indicator reported as non-material by an investee company applying ESRS does not contribute to the corresponding indicator of principal adverse impacts in the context of the SFDR disclosures, i.e. the value of that investment does not need to be included in the numerator of the given SFDR principal adverse impact indicator. Article 29b(5) point (b) of the Accounting Directive requires the Commission, to the greatest extent possible, to take account of the information that financial market participants need to comply with their disclosure obligations laid down in Regulation (EU) 2019/2088 and the delegated acts adopted pursuant to that Regulation when adopting sustainability reporting standards. As a consequence of the obligation set out in the CSRD to take into account the information needs of financial market participants, any indicator reported as non-material by an investee undertaking subject to the CSRD requirements is relevant information and may be considered as not contributing to principal adverse impacts under the SFDR. Financial market participants will find this information in CSRD reporting as ESRS 1 paragraph 35 requires that when an undertaking considers that a specific datapoint derived from the SFDR is not material, the undertaking explicitly states that the information in question is ‘not material’ (111). In addition, ESRS 2, paragraph 56 requires undertakings subject to the CSRD to include a table of all the datapoints that derive from other EU legislation, including the SFDR, indicating where they can be found in the sustainability statement and indicating ‘Not material’ in the table for those that the undertaking has assessed as not material, in accordance with ESRS 1 paragraph 35. ELI: http://data.europa.eu/eli/C/2024/6792/oj ISSN 1977-091X (electronic edition)

← sec_non_assurance_services · All articles

Source: EUR-Lex (Cellar) · retrieved 2026-09-07