EXEMPTION RULES

17) If a parent undertaking reports sustainability information at consolidated level under Article 29a of the Accounting Directive (consolidated sustainability statement), does it have to report information on key performance indicators in accordance with Article 19(1) third subparagraph of the Accounting Directive in its consolidated management report? No. Article 19(1) third subparagraph of the Accounting Directive (87), which regulates the individual management report, requires the disclosure of information on key performance indicators within the individual management report. Article 29(1) of the Accounting Directive (88), which regulates the consolidated management report, requires that the consolidated management report sets out, as a minimum, the information required by Articles 19 and 20 of the Accounting Directive. Since Article 29a(7) of the Accounting Directive (89) exempts undertakings from disclosing information on key performance indicators in the context of their individual management report (as required by Article 19(1) third subparagraph Accounting Directive) where they have complied with Article 29a(1) to (5), and since the contents of the consolidated management report according to Article 29(1) shall also include the information required under Article 19(1), the exemption would also apply to the undertaking’s consolidated management report under Article 29a. 18) If an SME with securities admitted to trading on an EU regulated market chooses to voluntarily prepare and publish a consolidated sustainability statement under Article 29a Accounting Directive, shall it be exempted from preparing and publishing its individual sustainability statement under Article 19a Accounting Directive? Yes. An SME with securities admitted to trading on an EU regulated market that voluntarily publishes the consolidated sustainability statement referred to in Article 29a of the Accounting Directive shall be exempted from preparing and publishing the individual sustainability statement referred to in Article 19a of the Accounting Directive, provided that the consolidated sustainability statement is prepared in compliance with ESRS. 19) What are the conditions for a subsidiary undertaking in the scope of Articles 19a/29a of the Accounting Directive to be exempted from reporting sustainability information under Articles 19a/29a of the Accounting Directive (sustainability statement)? According to Articles 19a(9) and 29a(8) of the Accounting Directive, an undertaking which is a subsidiary undertaking shall be exempted from the obligations set out in Article 19a(1) to (4) of the Accounting Directive (or Article 29a(1) to (5) of the Accounting Directive if the subsidiary is itself an intermediate parent undertaking of a large group) if such undertaking and its subsidiary undertakings are included in the consolidated management report of a parent undertaking drawn up in accordance with Articles 29 and 29a of the Accounting Directive (or in the consolidated sustainability reporting of a third-country parent undertaking carried out in accordance with ESRS or in a manner equivalent to those ESRS). This exemption is subject to all the conditions listed in Article 19a(9) second subparagraph of the Accounting Directive (or Article 29a(8) second subparagraph of the Accounting Directive if the subsidiary is itself an intermediate parent undertaking of a large group). In particular, the management report of the exempted undertaking must contain: the name and registered office of the parent undertaking that reports the information at group level; weblink(s) to the consolidated management report or consolidated sustainability reporting of the parent undertaking; and the information that the undertaking is exempted from the obligation to publish the individual sustainability statement (or the consolidated sustainability statement, if the subsidiary is itself an intermediate parent undertaking of a large group). If the parent undertaking is established in a third country, its consolidated sustainability reporting and the assurance opinion must be published in accordance with the law of the Member State by which the subsidiary undertaking is governed, and the disclosures laid down in Article 8 of the Taxonomy Regulation (covering the activities carried out by the subsidiary undertaking) must be included either in the management report of the subsidiary undertaking or in the consolidated sustainability reporting carried out by the third-country parent undertaking. If a Member State requires that a translation of the consolidated management report or the consolidated sustainability reporting of the parent undertaking is provided, such translation should either be certified (e.g. by the translator or by the authority in charge of certifying translations of the relevant Member State), or include a statement specifying that it was not certified. Under Articles 19a(10) and 29a(9) of the Accounting Directive, large undertakings with securities admitted to trading on an EU regulated market – including where they are small and non-complex institutions, captive insurance undertakings and captive reinsurance undertakings and including where they are third-country undertakings – cannot avail of this exemption. 20) Does the consolidated management report/consolidated sustainability reporting of the parent undertaking have to be already published when its subsidiary publishes its own management report in order for the subsidiary to be exempted from publishing its own sustainability statement? No. For the subsidiary undertaking to be exempted from publishing its own sustainability statement in accordance with Articles 19a(9) or 29a(8) of the Accounting Directive, the management report that the subsidiary undertaking publishes must contain a weblink to the consolidated management report or consolidated sustainability reporting of the parent undertaking (90). Where that consolidated management report or consolidated sustainability reporting is not yet available at the time of publication of the subsidiary undertaking’s management report, the subsidiary undertaking claiming the exemption can make reference in its management report to a general weblink at which the relevant documents will be available in the future. The Union subsidiary could consider, for instance, obtaining from the parent undertaking a declaration that it guarantees the commitments entered into by the subsidiary undertaking and publishing that declaration together with its management report within the deadline set by its own Member State. 21) Does the consolidated management report or the consolidated sustainability reporting of the parent undertaking have to be available in a language accepted by the Member State by whose national law the subsidiary undertaking is governed in order for the subsidiary to be exempted from publishing its own sustainability statement? The Member State by whose national law the subsidiary undertaking is governed may require that the consolidated management report (or, where applicable, the consolidated sustainability reporting of the parent undertaking) is published in a language that such Member State accepts, and that any necessary translation into such language is provided. In this case, these requirements must be met in order for the subsidiary undertaking to be exempted from publishing its own sustainability statement (91). 22) How should the exempted subsidiary report the fact that it is exempted? Based on Articles 19a(9) and 29a(8) of the Accounting Directive, the exempted subsidiary must include in its management report the information that it is exempted from the obligation to publish an individual sustainability statement (or a consolidated sustainability statement, if the subsidiary is itself an intermediate parent undertaking of a large group) (92). 23) Should the management report of the exempted subsidiary be in a specific publication format? Where a subsidiary avails of the exemption in Article 19a(9) or 29a(8) of the Accounting Directive, the general rules on the publication of the management report apply, including the obligation to submit the management report to the national Business Register pursuant to Article 30 of the Accounting Directive in conjunction with the provisions in Chapter III of title I of the Company Law Directive. The digital requirements for sustainability reporting set out in Article 29d of the Accounting Directive do not apply. Where the subsidiary availing of the exemption in Article 19a(9) or 29a(8) of the Accounting Directive has transferable securities admitted to trading on an EU regulated market, it will also have to comply with the general requirements set out by Article 4 of the Transparency Directive for the publication of the management report within the annual financial report (i.e. use of the European Single Electronic Format (ESEF) established by the ESEF Delegated Regulation and publication of the annual financial report within four months from the end of the financial year). 24) Can large undertakings admitted to trading on an EU regulated market avail of the exemptions under Articles 19a(9) and 29a(8) of the Accounting Directive? No. Under Articles 19a(10) and 29a(9) of the Accounting Directive, large undertakings with transferable securities admitted to trading on an EU regulated market – including where they are small and non-complex institutions, captive insurance undertakings and captive reinsurance undertakings and including where they are third-country undertakings – cannot be exempted from reporting sustainability information. They will therefore have to report sustainability information pursuant to Article 4(5) of the Transparency Directive and to Articles 19a/29a of the Accounting Directive. 25) How can an undertaking comply with the obligation to prepare and publish an individual or a consolidated sustainability statement when it is not required to prepare and publish an individual or a consolidated management report? An undertaking that must report sustainability information and that is not required to prepare and publish an individual or a consolidated management report may publish the individual or consolidated sustainability statement in a separate document. This principle also applies to the consolidated sustainability reporting of a third-country parent undertaking for its subsidiaries to be exempted under Articles 19a(9) and 29a(8) of the Accounting Directive. However, that separate document – which includes the individual or consolidated sustainability statement – must comply with the format and the mark-up requirements set out in Article 29d of the Accounting Directive (93). 26) How can an undertaking comply with the obligation to prepare and publish a consolidated sustainability statement when it is exempted from preparing consolidated financial statements? An undertaking that must prepare and publish a consolidated sustainability statement without having to prepare and publish the corresponding consolidated financial statements will need to include in the consolidated sustainability statement the financial information necessary to understand the undertaking’s impacts on sustainability matters and to understand how sustainability matters affect the undertaking’s development, performance and position (94).

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