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Directive (EU) 2026/470

as it stood on 2026-02-24, permalink: /eu-eurlex/32026l0470/2026-02-24

Point-in-time view as at 2026-02-24. This version has been superseded, it applied 2026-02-24 → open. Jump to the version in force today or see exactly what changed next.
Text included, per-article reading view. Deterministic extraction of the verbatim retrieved document; each article carries its own hash and anchor. © European Union, 1998-2026. Reuse permitted with attribution under Commission Decision 2011/833/EU. Consolidated texts have no legal effect; only acts published in the Official Journal are authentic.
Outline, 7 provisions

art_1 art_2 art_3 art_4 art_5 art_6 art_7

art_1 #art_1

Article 1

Directive 2006/43/EC is amended as follows:

(1) in Article 3, paragraph 4 is replaced by the following:‘4. The competent authorities of the Member States may approve as audit firms only those entities which satisfy the following conditions:(a)the natural persons who carry out statutory audits on behalf of an audit firm must satisfy at least the conditions for statutory audit imposed by Article 4, Article 6(1), Article 7(1), Article 8(1) and (2), Article 9, Article 10(1), first subparagraph, Article 11 and Article 12 of this Directive and must be approved as statutory auditors in the Member State concerned;(b)a majority of the voting rights in an entity must be held by audit firms which are approved in any Member State or by natural persons who satisfy at least the conditions for statutory audit imposed by Article 4, Article 6(1), Article 7(1), Article 8(1) and (2), Article 9, Article 10(1), first subparagraph, Article 11 and Article 12 of this Directive. Member States may provide that such natural persons must also have been approved in another Member State. For the purpose of the statutory audit of cooperatives, savings banks and similar entities as referred to in Article 45 of Directive 86/635/EEC, a subsidiary or legal successor of a cooperative, savings bank or similar entity as referred to in Article 45 of Directive 86/635/EEC, Member States may lay down other specific provisions in relation to voting rights;(c)a majority – up to a maximum of 75 % – of the members of the administrative or management body of the entity must be audit firms which are approved in any Member State or natural persons who satisfy at least the conditions for statutory audit imposed under Article 4, Article 6(1), Article 7(1), Article 8(1) and (2), Article 9, Article 10(1), first subparagraph, Article 11 and Article 12 of this Directive. Member States may provide that such natural persons must also have been approved in another Member State. Where such a body has no more than two members, one of those members must satisfy at least the conditions in this point;(d)the firm must satisfy the condition imposed by Article 4.Member States may set additional conditions only in relation to point (c). Such conditions shall be proportionate to the objectives pursued and shall not go beyond what is strictly necessary.’;
(a) the natural persons who carry out statutory audits on behalf of an audit firm must satisfy at least the conditions for statutory audit imposed by Article 4, Article 6(1), Article 7(1), Article 8(1) and (2), Article 9, Article 10(1), first subparagraph, Article 11 and Article 12 of this Directive and must be approved as statutory auditors in the Member State concerned;
(b) a majority of the voting rights in an entity must be held by audit firms which are approved in any Member State or by natural persons who satisfy at least the conditions for statutory audit imposed by Article 4, Article 6(1), Article 7(1), Article 8(1) and (2), Article 9, Article 10(1), first subparagraph, Article 11 and Article 12 of this Directive. Member States may provide that such natural persons must also have been approved in another Member State. For the purpose of the statutory audit of cooperatives, savings banks and similar entities as referred to in Article 45 of Directive 86/635/EEC, a subsidiary or legal successor of a cooperative, savings bank or similar entity as referred to in Article 45 of Directive 86/635/EEC, Member States may lay down other specific provisions in relation to voting rights;
(c) a majority – up to a maximum of 75 % – of the members of the administrative or management body of the entity must be audit firms which are approved in any Member State or natural persons who satisfy at least the conditions for statutory audit imposed under Article 4, Article 6(1), Article 7(1), Article 8(1) and (2), Article 9, Article 10(1), first subparagraph, Article 11 and Article 12 of this Directive. Member States may provide that such natural persons must also have been approved in another Member State. Where such a body has no more than two members, one of those members must satisfy at least the conditions in this point;
(d) the firm must satisfy the condition imposed by Article 4.
(2) in Article 24b(1), the second subparagraph is replaced by the following:‘Member States shall ensure that, when the assurance of sustainability reporting is carried out by an audit firm, that audit firm designates at least one key sustainability partner who must satisfy at least the conditions imposed by Article 4 and Articles 6 to 12 and must be approved as statutory auditor in the Member State concerned. That key sustainability partner may be (one of) the key audit partner(s). The audit firm shall provide the key sustainability partner(s) with sufficient resources and with personnel that have the necessary competence and capabilities to carry out his, her or its duties appropriately.’;
(3) in Article 26a, paragraph 3 is replaced by the following:‘3. The Commission shall, no later than 1 July 2027, 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.The Commission shall adopt the limited assurance standards referred to in the first subparagraph, ensuring that the standards:(a)have been developed with proper due process, public oversight and transparency;(b)contribute a high level of credibility and quality to the annual or consolidated sustainability reporting; and(c)are conducive to the Union public good.’;
(a) have been developed with proper due process, public oversight and transparency;
(b) contribute a high level of credibility and quality to the annual or consolidated sustainability reporting; and
(c) are conducive to the Union public good.’
(4) Article 45 is amended as follows:(a)in paragraph 5, second subparagraph, point (a) is replaced by the following:‘(a)the majority of the members of the administrative or management body of the third-country audit entity meet requirements which are equivalent to those laid down in Articles 4 to 10, with the exception of Article 7(2), Article 8(3) and Article 10(1), second subparagraph;’;(b)the following paragraph is inserted:‘5b. Member States shall not apply paragraphs 1 to 5a in relation to assurance reports concerning annual or consolidated sustainability reporting, issued for financial years starting during the period from 1 January 2025 to 31 December 2030, in cases where the third-country auditor or audit entity concerned provides the competent authorities of the Member State with the following:(a)the name and address of the third-country auditor or audit entity concerned and information about its legal structure;(b)the declaration that the third-country auditor who signs the assurance report acquired knowledge in the area of sustainability reporting and the assurance thereof and the information on the level of such knowledge;(c)where the third-country auditor or audit entity belongs to a network, a description of that network;(d)the assurance standards and independence-related requirements which have been applied to the assurance of sustainability reporting concerned;(e)a description of the internal quality control system of the third-country audit entity that covers the assurance of the sustainability reporting; and(f)an indication of whether and when the last quality assurance review of the third-country auditor or audit entity for the sustainability assurance engagements was carried out and necessary information about the outcome of that quality assurance review.Upon receiving the information listed in the first subparagraph, the competent authorities of the Member State shall register the third-country auditor or audit entity concerned for the purposes of assurance of sustainability reporting and make it clear that the registration was done under the transitional registration regime set out in the first subparagraph. If any of the information listed in the first subparagraph is not provided by the third-country auditor or audit entity concerned, the competent authorities of the Member State shall not register that third-country auditor or audit entity.’;
(a) in paragraph 5, second subparagraph, point (a) is replaced by the following:‘(a)the majority of the members of the administrative or management body of the third-country audit entity meet requirements which are equivalent to those laid down in Articles 4 to 10, with the exception of Article 7(2), Article 8(3) and Article 10(1), second subparagraph;’;
‘(a) the majority of the members of the administrative or management body of the third-country audit entity meet requirements which are equivalent to those laid down in Articles 4 to 10, with the exception of Article 7(2), Article 8(3) and Article 10(1), second subparagraph;’
(b) the following paragraph is inserted:‘5b. Member States shall not apply paragraphs 1 to 5a in relation to assurance reports concerning annual or consolidated sustainability reporting, issued for financial years starting during the period from 1 January 2025 to 31 December 2030, in cases where the third-country auditor or audit entity concerned provides the competent authorities of the Member State with the following:(a)the name and address of the third-country auditor or audit entity concerned and information about its legal structure;(b)the declaration that the third-country auditor who signs the assurance report acquired knowledge in the area of sustainability reporting and the assurance thereof and the information on the level of such knowledge;(c)where the third-country auditor or audit entity belongs to a network, a description of that network;(d)the assurance standards and independence-related requirements which have been applied to the assurance of sustainability reporting concerned;(e)a description of the internal quality control system of the third-country audit entity that covers the assurance of the sustainability reporting; and(f)an indication of whether and when the last quality assurance review of the third-country auditor or audit entity for the sustainability assurance engagements was carried out and necessary information about the outcome of that quality assurance review.Upon receiving the information listed in the first subparagraph, the competent authorities of the Member State shall register the third-country auditor or audit entity concerned for the purposes of assurance of sustainability reporting and make it clear that the registration was done under the transitional registration regime set out in the first subparagraph. If any of the information listed in the first subparagraph is not provided by the third-country auditor or audit entity concerned, the competent authorities of the Member State shall not register that third-country auditor or audit entity.’;
(a) the name and address of the third-country auditor or audit entity concerned and information about its legal structure;
(b) the declaration that the third-country auditor who signs the assurance report acquired knowledge in the area of sustainability reporting and the assurance thereof and the information on the level of such knowledge;
(c) where the third-country auditor or audit entity belongs to a network, a description of that network;
(d) the assurance standards and independence-related requirements which have been applied to the assurance of sustainability reporting concerned;
(e) a description of the internal quality control system of the third-country audit entity that covers the assurance of the sustainability reporting; and
(f) an indication of whether and when the last quality assurance review of the third-country auditor or audit entity for the sustainability assurance engagements was carried out and necessary information about the outcome of that quality assurance review.
(5) in Article 48a(2), the second subparagraph is replaced by the following:‘The power to adopt delegated acts referred to in Article 26a(3) shall be conferred on the Commission for an indeterminate period of time.’.
art_2 #art_2

Article 2

Directive 2013/34/EU is amended as follows:

(1) Article 1 is amended as follows:(a)in paragraph 3, the introductory wording is replaced by the following:‘The coordination measures prescribed by Articles 19a, 29a, 29d, 30 and 33, point (aa) of the second subparagraph of Article 34(1), 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 are undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year:’;(b)paragraph 4 is replaced by the following:‘4. The coordination measures prescribed by Articles 19a, 29a and 29d shall not apply to the European Financial Stability Facility (EFSF) established by the EFSF Framework Agreement or to financial products listed in points (b) and (f) of point (12) of Article 2 of Regulation (EU) 2019/2088 of the European Parliament and of the Council(*1).(*1) Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector (OJ L 317, 9.12.2019, p. 1, ELI: http://data.europa.eu/eli/reg/2019/2088/oj).’;"
(a) in paragraph 3, the introductory wording is replaced by the following:‘The coordination measures prescribed by Articles 19a, 29a, 29d, 30 and 33, point (aa) of the second subparagraph of Article 34(1), 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 are undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year:’;
(b) paragraph 4 is replaced by the following:‘4. The coordination measures prescribed by Articles 19a, 29a and 29d shall not apply to the European Financial Stability Facility (EFSF) established by the EFSF Framework Agreement or to financial products listed in points (b) and (f) of point (12) of Article 2 of Regulation (EU) 2019/2088 of the European Parliament and of the Council(*1).(*1) Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector (OJ L 317, 9.12.2019, p. 1, ELI: http://data.europa.eu/eli/reg/2019/2088/oj).’;"
(2) in Article 3, paragraph 13 is replaced by the following:‘13. In order to adjust for the effects of inflation, the Commission shall at least every five years review and, where appropriate, amend, by means of delegated acts in accordance with Article 49, the thresholds referred to in the following provisions, taking into account measures of inflation as published in the Official Journal of the European Union:(a)paragraphs 1 to 7 of this Article;(b)the fourth subparagraph of Article 19(1), the first subparagraph of Article 19a(1), the first subparagraph of Article 29a(1); and(c)the second, fourth and fifth subparagraphs of Article 40a(1).’;
(a) paragraphs 1 to 7 of this Article;
(b) the fourth subparagraph of Article 19(1), the first subparagraph of Article 19a(1), the first subparagraph of Article 29a(1); and
(c) the second, fourth and fifth subparagraphs of Article 40a(1).’
(3) in Article 19(1), the fourth subparagraph is replaced by the following:‘Undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees 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.’;
(4) Article 19a is amended as follows:(a)in paragraph 1, the first subparagraph is replaced by the following:‘Undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees 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.’;(b)paragraph 3 is amended as follows:(i)after the first subparagraph, the following subparagraphs are inserted: ‘For the purposes of the third, fourth and fifth subparagraphs the following definitions apply:(a)“reporting undertaking” means an undertaking required to report pursuant to paragraph 1 of this Article;(b)“protected undertaking” means an undertaking which:(i)does not exceed, on its balance sheet date, an average number of 1 000 employees during the preceding financial year; and(ii)is in the value chain of a reporting undertaking;(c)“voluntary standards” means the standards for voluntary use as referred to in Article 29ca.Reporting undertakings may rely on a self-declaration from undertakings in their value chain to determine whether they are protected undertakings. Reporting undertakings shall not be required to take steps to verify the information contained in such a self-declaration. However, they shall not rely on the self-declaration where they know, or can reasonably be expected to know, that the declaration is manifestly incorrect.Protected undertakings shall have the right to decline to provide information exceeding the information specified in the voluntary standards in response to a request made for the purpose of sustainability reporting as required by this Directive. Furthermore:(a)when establishing contractual and other arrangements for the purpose of meeting the sustainability reporting requirements of this Directive, reporting undertakings shall not require protected undertakings to provide information exceeding the information specified in the voluntary standards;(b)any contractual provision contrary to point (a) shall not be binding, without however affecting the binding nature of the remaining provisions of the contract;(c)where a reporting undertaking requests information, directly or indirectly, from protected undertakings for the purpose of sustainability reporting as required by this Directive, and some or all of that information exceeds the information specified in the voluntary standards, that reporting undertaking shall ensure that protected undertakings are informed of the following:(i)which information exceeds the information specified in the voluntary standards; and(ii)protected undertakings’ statutory right to decline to provide the information;(d)reporting undertakings that report the necessary value chain information without reporting from protected undertakings any information that exceeds the information specified in the voluntary standards are deemed to have complied with the obligation to report value chain information set out in the first subparagraph.Nothing in the fourth subparagraph:(a)affects information requests for purposes other than the purpose of sustainability reporting as required by this Directive, including requests for the purpose of complying with Union requirements on undertakings to conduct a due diligence process; or(b)imposes or implies any obligation on any undertaking in the value chain to provide sustainability information.For the first three years of being subject to sustainability reporting requirements in accordance with paragraph 1, and 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. After that three-year transition period, the undertaking shall meet the reporting requirements for value chain information by using information directly obtained from undertakings in its value chain or estimates for that information, as appropriate.’;(ii)the second subparagraph is deleted;(iii)the fourth subparagraph is replaced by the following: ‘When reporting the information referred to in paragraphs 1 and 2, undertakings may omit the following information:(a)in exceptional cases, information the disclosure of which would be seriously prejudicial to the commercial position of the undertaking, provided that the following conditions are met:(i)such omission does not prevent a fair and balanced understanding of the undertaking’s development, performance and position, or of its principal risks or principal impacts;(ii)the undertaking has determined that it is impossible to disclose the information in a manner that would enable it to meet the objectives of the disclosure requirement without seriously prejudicing its commercial position, for example on an aggregated basis;(iii)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(iv)the undertaking reassesses at each reporting date whether the information may still be omitted;(b)information corresponding to intellectual capital, intellectual property, know-how, technological information, or the results of innovation, which would qualify as a trade secret as defined in Article 2, point (1), of Directive (EU) 2016/943 of the European Parliament and of the Council(*2), provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted;(c)classified information defined in Article 2, point (7), of Regulation (EU) 2023/2418 of the European Parliament and of the Council(*3), provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted;(d)other information that is to be protected from unauthorised access or disclosure because of obligations laid down in other Union legal acts or national law, or in order to safeguard the privacy or security of a natural person or the security of a legal person, provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted.(*2) 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)." (*3) Regulation (EU) 2023/2418 of the European Parliament and of the Council of 18 October 2023 on establishing an instrument for the reinforcement of the European defence industry through common procurement (EDIRPA) (OJ L, 2023/2418, 26.10.2023, ELI: http://data.europa.eu/eli/reg/2023/2418/oj).’;" (c)paragraphs 6 and 7 are deleted;(d)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.’;
(a) in paragraph 1, the first subparagraph is replaced by the following:‘Undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees 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.’;
(b) paragraph 3 is amended as follows:(i)after the first subparagraph, the following subparagraphs are inserted: ‘For the purposes of the third, fourth and fifth subparagraphs the following definitions apply:(a)“reporting undertaking” means an undertaking required to report pursuant to paragraph 1 of this Article;(b)“protected undertaking” means an undertaking which:(i)does not exceed, on its balance sheet date, an average number of 1 000 employees during the preceding financial year; and(ii)is in the value chain of a reporting undertaking;(c)“voluntary standards” means the standards for voluntary use as referred to in Article 29ca.Reporting undertakings may rely on a self-declaration from undertakings in their value chain to determine whether they are protected undertakings. Reporting undertakings shall not be required to take steps to verify the information contained in such a self-declaration. However, they shall not rely on the self-declaration where they know, or can reasonably be expected to know, that the declaration is manifestly incorrect.Protected undertakings shall have the right to decline to provide information exceeding the information specified in the voluntary standards in response to a request made for the purpose of sustainability reporting as required by this Directive. Furthermore:(a)when establishing contractual and other arrangements for the purpose of meeting the sustainability reporting requirements of this Directive, reporting undertakings shall not require protected undertakings to provide information exceeding the information specified in the voluntary standards;(b)any contractual provision contrary to point (a) shall not be binding, without however affecting the binding nature of the remaining provisions of the contract;(c)where a reporting undertaking requests information, directly or indirectly, from protected undertakings for the purpose of sustainability reporting as required by this Directive, and some or all of that information exceeds the information specified in the voluntary standards, that reporting undertaking shall ensure that protected undertakings are informed of the following:(i)which information exceeds the information specified in the voluntary standards; and(ii)protected undertakings’ statutory right to decline to provide the information;(d)reporting undertakings that report the necessary value chain information without reporting from protected undertakings any information that exceeds the information specified in the voluntary standards are deemed to have complied with the obligation to report value chain information set out in the first subparagraph.Nothing in the fourth subparagraph:(a)affects information requests for purposes other than the purpose of sustainability reporting as required by this Directive, including requests for the purpose of complying with Union requirements on undertakings to conduct a due diligence process; or(b)imposes or implies any obligation on any undertaking in the value chain to provide sustainability information.For the first three years of being subject to sustainability reporting requirements in accordance with paragraph 1, and 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. After that three-year transition period, the undertaking shall meet the reporting requirements for value chain information by using information directly obtained from undertakings in its value chain or estimates for that information, as appropriate.’;(ii)the second subparagraph is deleted;(iii)the fourth subparagraph is replaced by the following: ‘When reporting the information referred to in paragraphs 1 and 2, undertakings may omit the following information:(a)in exceptional cases, information the disclosure of which would be seriously prejudicial to the commercial position of the undertaking, provided that the following conditions are met:(i)such omission does not prevent a fair and balanced understanding of the undertaking’s development, performance and position, or of its principal risks or principal impacts;(ii)the undertaking has determined that it is impossible to disclose the information in a manner that would enable it to meet the objectives of the disclosure requirement without seriously prejudicing its commercial position, for example on an aggregated basis;(iii)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(iv)the undertaking reassesses at each reporting date whether the information may still be omitted;(b)information corresponding to intellectual capital, intellectual property, know-how, technological information, or the results of innovation, which would qualify as a trade secret as defined in Article 2, point (1), of Directive (EU) 2016/943 of the European Parliament and of the Council(*2), provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted;(c)classified information defined in Article 2, point (7), of Regulation (EU) 2023/2418 of the European Parliament and of the Council(*3), provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted;(d)other information that is to be protected from unauthorised access or disclosure because of obligations laid down in other Union legal acts or national law, or in order to safeguard the privacy or security of a natural person or the security of a legal person, provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted.(*2) 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)." (*3) Regulation (EU) 2023/2418 of the European Parliament and of the Council of 18 October 2023 on establishing an instrument for the reinforcement of the European defence industry through common procurement (EDIRPA) (OJ L, 2023/2418, 26.10.2023, ELI: http://data.europa.eu/eli/reg/2023/2418/oj).’;"
(i) after the first subparagraph, the following subparagraphs are inserted: ‘For the purposes of the third, fourth and fifth subparagraphs the following definitions apply:(a)“reporting undertaking” means an undertaking required to report pursuant to paragraph 1 of this Article;(b)“protected undertaking” means an undertaking which:(i)does not exceed, on its balance sheet date, an average number of 1 000 employees during the preceding financial year; and(ii)is in the value chain of a reporting undertaking;(c)“voluntary standards” means the standards for voluntary use as referred to in Article 29ca.Reporting undertakings may rely on a self-declaration from undertakings in their value chain to determine whether they are protected undertakings. Reporting undertakings shall not be required to take steps to verify the information contained in such a self-declaration. However, they shall not rely on the self-declaration where they know, or can reasonably be expected to know, that the declaration is manifestly incorrect.Protected undertakings shall have the right to decline to provide information exceeding the information specified in the voluntary standards in response to a request made for the purpose of sustainability reporting as required by this Directive. Furthermore:(a)when establishing contractual and other arrangements for the purpose of meeting the sustainability reporting requirements of this Directive, reporting undertakings shall not require protected undertakings to provide information exceeding the information specified in the voluntary standards;(b)any contractual provision contrary to point (a) shall not be binding, without however affecting the binding nature of the remaining provisions of the contract;(c)where a reporting undertaking requests information, directly or indirectly, from protected undertakings for the purpose of sustainability reporting as required by this Directive, and some or all of that information exceeds the information specified in the voluntary standards, that reporting undertaking shall ensure that protected undertakings are informed of the following:(i)which information exceeds the information specified in the voluntary standards; and(ii)protected undertakings’ statutory right to decline to provide the information;(d)reporting undertakings that report the necessary value chain information without reporting from protected undertakings any information that exceeds the information specified in the voluntary standards are deemed to have complied with the obligation to report value chain information set out in the first subparagraph.Nothing in the fourth subparagraph:(a)affects information requests for purposes other than the purpose of sustainability reporting as required by this Directive, including requests for the purpose of complying with Union requirements on undertakings to conduct a due diligence process; or(b)imposes or implies any obligation on any undertaking in the value chain to provide sustainability information.For the first three years of being subject to sustainability reporting requirements in accordance with paragraph 1, and 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. After that three-year transition period, the undertaking shall meet the reporting requirements for value chain information by using information directly obtained from undertakings in its value chain or estimates for that information, as appropriate.’;
(a) “reporting undertaking” means an undertaking required to report pursuant to paragraph 1 of this Article;
(b) “protected undertaking” means an undertaking which:(i)does not exceed, on its balance sheet date, an average number of 1 000 employees during the preceding financial year; and(ii)is in the value chain of a reporting undertaking;
(i) does not exceed, on its balance sheet date, an average number of 1 000 employees during the preceding financial year; and
(ii) is in the value chain of a reporting undertaking;
(c) “voluntary standards” means the standards for voluntary use as referred to in Article 29ca.
(a) when establishing contractual and other arrangements for the purpose of meeting the sustainability reporting requirements of this Directive, reporting undertakings shall not require protected undertakings to provide information exceeding the information specified in the voluntary standards;
(b) any contractual provision contrary to point (a) shall not be binding, without however affecting the binding nature of the remaining provisions of the contract;
(c) where a reporting undertaking requests information, directly or indirectly, from protected undertakings for the purpose of sustainability reporting as required by this Directive, and some or all of that information exceeds the information specified in the voluntary standards, that reporting undertaking shall ensure that protected undertakings are informed of the following:(i)which information exceeds the information specified in the voluntary standards; and(ii)protected undertakings’ statutory right to decline to provide the information;
(i) which information exceeds the information specified in the voluntary standards; and
(ii) protected undertakings’ statutory right to decline to provide the information;
(d) reporting undertakings that report the necessary value chain information without reporting from protected undertakings any information that exceeds the information specified in the voluntary standards are deemed to have complied with the obligation to report value chain information set out in the first subparagraph.
(a) affects information requests for purposes other than the purpose of sustainability reporting as required by this Directive, including requests for the purpose of complying with Union requirements on undertakings to conduct a due diligence process; or
(b) imposes or implies any obligation on any undertaking in the value chain to provide sustainability information.
(ii) the second subparagraph is deleted;
(iii) the fourth subparagraph is replaced by the following: ‘When reporting the information referred to in paragraphs 1 and 2, undertakings may omit the following information:(a)in exceptional cases, information the disclosure of which would be seriously prejudicial to the commercial position of the undertaking, provided that the following conditions are met:(i)such omission does not prevent a fair and balanced understanding of the undertaking’s development, performance and position, or of its principal risks or principal impacts;(ii)the undertaking has determined that it is impossible to disclose the information in a manner that would enable it to meet the objectives of the disclosure requirement without seriously prejudicing its commercial position, for example on an aggregated basis;(iii)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(iv)the undertaking reassesses at each reporting date whether the information may still be omitted;(b)information corresponding to intellectual capital, intellectual property, know-how, technological information, or the results of innovation, which would qualify as a trade secret as defined in Article 2, point (1), of Directive (EU) 2016/943 of the European Parliament and of the Council(*2), provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted;(c)classified information defined in Article 2, point (7), of Regulation (EU) 2023/2418 of the European Parliament and of the Council(*3), provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted;(d)other information that is to be protected from unauthorised access or disclosure because of obligations laid down in other Union legal acts or national law, or in order to safeguard the privacy or security of a natural person or the security of a legal person, provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted.(*2) 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)." (*3) Regulation (EU) 2023/2418 of the European Parliament and of the Council of 18 October 2023 on establishing an instrument for the reinforcement of the European defence industry through common procurement (EDIRPA) (OJ L, 2023/2418, 26.10.2023, ELI: http://data.europa.eu/eli/reg/2023/2418/oj).’;"
(a) in exceptional cases, information the disclosure of which would be seriously prejudicial to the commercial position of the undertaking, provided that the following conditions are met:(i)such omission does not prevent a fair and balanced understanding of the undertaking’s development, performance and position, or of its principal risks or principal impacts;(ii)the undertaking has determined that it is impossible to disclose the information in a manner that would enable it to meet the objectives of the disclosure requirement without seriously prejudicing its commercial position, for example on an aggregated basis;(iii)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(iv)the undertaking reassesses at each reporting date whether the information may still be omitted;
(i) such omission does not prevent a fair and balanced understanding of the undertaking’s development, performance and position, or of its principal risks or principal impacts;
(ii) the undertaking has determined that it is impossible to disclose the information in a manner that would enable it to meet the objectives of the disclosure requirement without seriously prejudicing its commercial position, for example on an aggregated basis;
(iii) the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and
(iv) the undertaking reassesses at each reporting date whether the information may still be omitted;
(b) information corresponding to intellectual capital, intellectual property, know-how, technological information, or the results of innovation, which would qualify as a trade secret as defined in Article 2, point (1), of Directive (EU) 2016/943 of the European Parliament and of the Council(*2), provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted;
(i) the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and
(ii) the undertaking reassesses at each reporting date whether the information may still be omitted;
(c) classified information defined in Article 2, point (7), of Regulation (EU) 2023/2418 of the European Parliament and of the Council(*3), provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted;
(i) the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and
(ii) the undertaking reassesses at each reporting date whether the information may still be omitted;
(d) other information that is to be protected from unauthorised access or disclosure because of obligations laid down in other Union legal acts or national law, or in order to safeguard the privacy or security of a natural person or the security of a legal person, provided that the following conditions are met:(i)the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the undertaking reassesses at each reporting date whether the information may still be omitted.
(i) the undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and
(ii) the undertaking reassesses at each reporting date whether the information may still be omitted.
(c) paragraphs 6 and 7 are deleted;
(d) 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.’;
(5) Article 29a is amended as follows:(a)in paragraph 1, the first subparagraph is replaced by the following:‘Parent undertakings of a group which, on its balance sheet date, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees 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.’;(b)paragraph 3 is amended as follows:(i)after the first subparagraph, the following subparagraphs are inserted: ‘For the purposes of the third, fourth and fifth subparagraphs, the following definitions apply:(a)“reporting undertaking” means an undertaking required to report pursuant to paragraph 1 of this Article;(b)“protected undertaking” means an undertaking which:(i)does not exceed, on its balance sheet date, an average number of 1 000 employees during the preceding financial year; and(ii)is in the value chain of a reporting undertaking;(c)“voluntary standards” means the standards for voluntary use as referred to in Article 29ca.Reporting undertakings may rely on a self-declaration from undertakings in their value chain to determine whether they are protected undertakings. Reporting undertakings shall not be required to take steps to verify the information contained in such a self-declaration. However, they shall not rely on the self-declaration where they know, or can reasonably be expected to know, that the declaration is manifestly incorrect.Protected undertakings have the right to decline to provide information exceeding the information specified in the voluntary standards in response to a request made for the purpose of sustainability reporting as required by this Directive. Furthermore:(a)when establishing contractual and other arrangements for the purpose of meeting the sustainability reporting requirements of this Directive, reporting undertakings shall not require protected undertakings to provide information exceeding the information specified in the voluntary standards;(b)any contractual provision contrary to point (a) shall not be binding, without however affecting the binding nature of the remaining provisions of the contract;(c)where a reporting undertaking requests information, directly or indirectly, from protected undertakings for the purpose of sustainability reporting as required by this Directive, and some or all of that information exceeds the information specified in the voluntary standards, that reporting undertaking shall ensure that protected undertakings are informed of the following:(i)which information exceeds the information specified in the voluntary standards; and(ii)protected undertakings’ statutory right to decline to provide the information;(d)reporting undertakings that report the necessary value chain information without reporting from protected undertakings any information that exceeds the information specified in the voluntary standards are deemed to have complied with the obligation to report value chain information set out in the first subparagraph.Nothing in the fourth subparagraph:(a)affects information requests for purposes other than the purpose of sustainability reporting as required by this Directive, including requests for the purpose of complying with Union requirements on undertakings to conduct a due diligence process; or(b)imposes or implies any obligation on any undertaking in the value chain to provide sustainability information.For the first three years of being subject to sustainability reporting requirements in accordance with paragraph 1, and in the event that not all the necessary information regarding its value chain is available, the parent 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. After that three-year transition period, the parent undertaking shall meet the reporting requirements for value chain information by using information directly obtained from undertakings in its value chain or estimates for that information, as appropriate.’;(ii)the second subparagraph is deleted;(iii)the fourth subparagraph is replaced by the following: ‘When reporting the information referred to in paragraphs 1 and 2, parent undertakings may omit the following information:(a)in exceptional cases, information the disclosure of which would be seriously prejudicial to the commercial position of the group, provided that the following conditions are met:(i)such omission does not prevent a fair and balanced understanding of the group’s development, performance and position, or of its principal risks or principal impacts;(ii)the parent undertaking has determined that it is impossible to disclose the information in a manner that would enable it to meet the objectives of the disclosure requirement without seriously prejudicing the group’s commercial position, for example on an aggregated basis;(iii)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(iv)the parent undertaking reassesses at each reporting date whether the information may still be omitted;(b)information corresponding to intellectual capital, intellectual property, know-how, technological information, or the results of innovation, which would qualify as a trade secret as defined in Article 2, point (1), of Directive (EU) 2016/943, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted;(c)classified information defined in Article 2, point (7), of Regulation (EU) 2023/2418, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted;(d)other information that is to be protected from unauthorised access or disclosure because of obligations laid down in other Union legal acts or national law, or in order to safeguard the privacy or security of a natural person or the security of a legal person, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted.’;(c)the following paragraph is inserted:‘4a. By way of derogation from paragraph 1 of this Article, in cases where the composition of the group has changed during the financial year due to acquisitions or mergers of undertakings, the parent undertaking may decide not to include in the consolidated management report related to that financial year the information referred to in paragraph 1 of this Article regarding undertakings subject to an acquisition or a merger.By way of derogation from paragraph 1 of this Article, the parent undertaking may decide not to include in the consolidated management report the information referred to in paragraph 1 of this Article regarding any subsidiary undertaking that leaves the group during the financial year.A parent undertaking exercising the options referred to in the first or second subparagraph shall indicate any significant event that affected the subsidiary undertaking during the financial year and that has an effect on the group’s impacts on, or risks or opportunities related to, sustainability matters.’;(d)the following paragraph is inserted:‘7a. By way of derogation from paragraph 1, Member States shall ensure that parent undertakings that are financial holding undertakings whose subsidiary undertakings’ business models and operations are independent of one another may choose not to include in their consolidated management report the information referred to in paragraph 1.’;(e)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.’;
(a) in paragraph 1, the first subparagraph is replaced by the following:‘Parent undertakings of a group which, on its balance sheet date, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees 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.’;
(b) paragraph 3 is amended as follows:(i)after the first subparagraph, the following subparagraphs are inserted: ‘For the purposes of the third, fourth and fifth subparagraphs, the following definitions apply:(a)“reporting undertaking” means an undertaking required to report pursuant to paragraph 1 of this Article;(b)“protected undertaking” means an undertaking which:(i)does not exceed, on its balance sheet date, an average number of 1 000 employees during the preceding financial year; and(ii)is in the value chain of a reporting undertaking;(c)“voluntary standards” means the standards for voluntary use as referred to in Article 29ca.Reporting undertakings may rely on a self-declaration from undertakings in their value chain to determine whether they are protected undertakings. Reporting undertakings shall not be required to take steps to verify the information contained in such a self-declaration. However, they shall not rely on the self-declaration where they know, or can reasonably be expected to know, that the declaration is manifestly incorrect.Protected undertakings have the right to decline to provide information exceeding the information specified in the voluntary standards in response to a request made for the purpose of sustainability reporting as required by this Directive. Furthermore:(a)when establishing contractual and other arrangements for the purpose of meeting the sustainability reporting requirements of this Directive, reporting undertakings shall not require protected undertakings to provide information exceeding the information specified in the voluntary standards;(b)any contractual provision contrary to point (a) shall not be binding, without however affecting the binding nature of the remaining provisions of the contract;(c)where a reporting undertaking requests information, directly or indirectly, from protected undertakings for the purpose of sustainability reporting as required by this Directive, and some or all of that information exceeds the information specified in the voluntary standards, that reporting undertaking shall ensure that protected undertakings are informed of the following:(i)which information exceeds the information specified in the voluntary standards; and(ii)protected undertakings’ statutory right to decline to provide the information;(d)reporting undertakings that report the necessary value chain information without reporting from protected undertakings any information that exceeds the information specified in the voluntary standards are deemed to have complied with the obligation to report value chain information set out in the first subparagraph.Nothing in the fourth subparagraph:(a)affects information requests for purposes other than the purpose of sustainability reporting as required by this Directive, including requests for the purpose of complying with Union requirements on undertakings to conduct a due diligence process; or(b)imposes or implies any obligation on any undertaking in the value chain to provide sustainability information.For the first three years of being subject to sustainability reporting requirements in accordance with paragraph 1, and in the event that not all the necessary information regarding its value chain is available, the parent 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. After that three-year transition period, the parent undertaking shall meet the reporting requirements for value chain information by using information directly obtained from undertakings in its value chain or estimates for that information, as appropriate.’;(ii)the second subparagraph is deleted;(iii)the fourth subparagraph is replaced by the following: ‘When reporting the information referred to in paragraphs 1 and 2, parent undertakings may omit the following information:(a)in exceptional cases, information the disclosure of which would be seriously prejudicial to the commercial position of the group, provided that the following conditions are met:(i)such omission does not prevent a fair and balanced understanding of the group’s development, performance and position, or of its principal risks or principal impacts;(ii)the parent undertaking has determined that it is impossible to disclose the information in a manner that would enable it to meet the objectives of the disclosure requirement without seriously prejudicing the group’s commercial position, for example on an aggregated basis;(iii)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(iv)the parent undertaking reassesses at each reporting date whether the information may still be omitted;(b)information corresponding to intellectual capital, intellectual property, know-how, technological information, or the results of innovation, which would qualify as a trade secret as defined in Article 2, point (1), of Directive (EU) 2016/943, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted;(c)classified information defined in Article 2, point (7), of Regulation (EU) 2023/2418, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted;(d)other information that is to be protected from unauthorised access or disclosure because of obligations laid down in other Union legal acts or national law, or in order to safeguard the privacy or security of a natural person or the security of a legal person, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted.’;
(i) after the first subparagraph, the following subparagraphs are inserted: ‘For the purposes of the third, fourth and fifth subparagraphs, the following definitions apply:(a)“reporting undertaking” means an undertaking required to report pursuant to paragraph 1 of this Article;(b)“protected undertaking” means an undertaking which:(i)does not exceed, on its balance sheet date, an average number of 1 000 employees during the preceding financial year; and(ii)is in the value chain of a reporting undertaking;(c)“voluntary standards” means the standards for voluntary use as referred to in Article 29ca.Reporting undertakings may rely on a self-declaration from undertakings in their value chain to determine whether they are protected undertakings. Reporting undertakings shall not be required to take steps to verify the information contained in such a self-declaration. However, they shall not rely on the self-declaration where they know, or can reasonably be expected to know, that the declaration is manifestly incorrect.Protected undertakings have the right to decline to provide information exceeding the information specified in the voluntary standards in response to a request made for the purpose of sustainability reporting as required by this Directive. Furthermore:(a)when establishing contractual and other arrangements for the purpose of meeting the sustainability reporting requirements of this Directive, reporting undertakings shall not require protected undertakings to provide information exceeding the information specified in the voluntary standards;(b)any contractual provision contrary to point (a) shall not be binding, without however affecting the binding nature of the remaining provisions of the contract;(c)where a reporting undertaking requests information, directly or indirectly, from protected undertakings for the purpose of sustainability reporting as required by this Directive, and some or all of that information exceeds the information specified in the voluntary standards, that reporting undertaking shall ensure that protected undertakings are informed of the following:(i)which information exceeds the information specified in the voluntary standards; and(ii)protected undertakings’ statutory right to decline to provide the information;(d)reporting undertakings that report the necessary value chain information without reporting from protected undertakings any information that exceeds the information specified in the voluntary standards are deemed to have complied with the obligation to report value chain information set out in the first subparagraph.Nothing in the fourth subparagraph:(a)affects information requests for purposes other than the purpose of sustainability reporting as required by this Directive, including requests for the purpose of complying with Union requirements on undertakings to conduct a due diligence process; or(b)imposes or implies any obligation on any undertaking in the value chain to provide sustainability information.For the first three years of being subject to sustainability reporting requirements in accordance with paragraph 1, and in the event that not all the necessary information regarding its value chain is available, the parent 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. After that three-year transition period, the parent undertaking shall meet the reporting requirements for value chain information by using information directly obtained from undertakings in its value chain or estimates for that information, as appropriate.’;
(a) “reporting undertaking” means an undertaking required to report pursuant to paragraph 1 of this Article;
(b) “protected undertaking” means an undertaking which:(i)does not exceed, on its balance sheet date, an average number of 1 000 employees during the preceding financial year; and(ii)is in the value chain of a reporting undertaking;
(i) does not exceed, on its balance sheet date, an average number of 1 000 employees during the preceding financial year; and
(ii) is in the value chain of a reporting undertaking;
(c) “voluntary standards” means the standards for voluntary use as referred to in Article 29ca.
(a) when establishing contractual and other arrangements for the purpose of meeting the sustainability reporting requirements of this Directive, reporting undertakings shall not require protected undertakings to provide information exceeding the information specified in the voluntary standards;
(b) any contractual provision contrary to point (a) shall not be binding, without however affecting the binding nature of the remaining provisions of the contract;
(c) where a reporting undertaking requests information, directly or indirectly, from protected undertakings for the purpose of sustainability reporting as required by this Directive, and some or all of that information exceeds the information specified in the voluntary standards, that reporting undertaking shall ensure that protected undertakings are informed of the following:(i)which information exceeds the information specified in the voluntary standards; and(ii)protected undertakings’ statutory right to decline to provide the information;
(i) which information exceeds the information specified in the voluntary standards; and
(ii) protected undertakings’ statutory right to decline to provide the information;
(d) reporting undertakings that report the necessary value chain information without reporting from protected undertakings any information that exceeds the information specified in the voluntary standards are deemed to have complied with the obligation to report value chain information set out in the first subparagraph.
(a) affects information requests for purposes other than the purpose of sustainability reporting as required by this Directive, including requests for the purpose of complying with Union requirements on undertakings to conduct a due diligence process; or
(b) imposes or implies any obligation on any undertaking in the value chain to provide sustainability information.
(ii) the second subparagraph is deleted;
(iii) the fourth subparagraph is replaced by the following: ‘When reporting the information referred to in paragraphs 1 and 2, parent undertakings may omit the following information:(a)in exceptional cases, information the disclosure of which would be seriously prejudicial to the commercial position of the group, provided that the following conditions are met:(i)such omission does not prevent a fair and balanced understanding of the group’s development, performance and position, or of its principal risks or principal impacts;(ii)the parent undertaking has determined that it is impossible to disclose the information in a manner that would enable it to meet the objectives of the disclosure requirement without seriously prejudicing the group’s commercial position, for example on an aggregated basis;(iii)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(iv)the parent undertaking reassesses at each reporting date whether the information may still be omitted;(b)information corresponding to intellectual capital, intellectual property, know-how, technological information, or the results of innovation, which would qualify as a trade secret as defined in Article 2, point (1), of Directive (EU) 2016/943, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted;(c)classified information defined in Article 2, point (7), of Regulation (EU) 2023/2418, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted;(d)other information that is to be protected from unauthorised access or disclosure because of obligations laid down in other Union legal acts or national law, or in order to safeguard the privacy or security of a natural person or the security of a legal person, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted.’;
(a) in exceptional cases, information the disclosure of which would be seriously prejudicial to the commercial position of the group, provided that the following conditions are met:(i)such omission does not prevent a fair and balanced understanding of the group’s development, performance and position, or of its principal risks or principal impacts;(ii)the parent undertaking has determined that it is impossible to disclose the information in a manner that would enable it to meet the objectives of the disclosure requirement without seriously prejudicing the group’s commercial position, for example on an aggregated basis;(iii)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(iv)the parent undertaking reassesses at each reporting date whether the information may still be omitted;
(i) such omission does not prevent a fair and balanced understanding of the group’s development, performance and position, or of its principal risks or principal impacts;
(ii) the parent undertaking has determined that it is impossible to disclose the information in a manner that would enable it to meet the objectives of the disclosure requirement without seriously prejudicing the group’s commercial position, for example on an aggregated basis;
(iii) the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and
(iv) the parent undertaking reassesses at each reporting date whether the information may still be omitted;
(b) information corresponding to intellectual capital, intellectual property, know-how, technological information, or the results of innovation, which would qualify as a trade secret as defined in Article 2, point (1), of Directive (EU) 2016/943, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted;
(i) the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and
(ii) the parent undertaking reassesses at each reporting date whether the information may still be omitted;
(c) classified information defined in Article 2, point (7), of Regulation (EU) 2023/2418, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted;
(i) the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and
(ii) the parent undertaking reassesses at each reporting date whether the information may still be omitted;
(d) other information that is to be protected from unauthorised access or disclosure because of obligations laid down in other Union legal acts or national law, or in order to safeguard the privacy or security of a natural person or the security of a legal person, provided that the following conditions are met:(i)the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and(ii)the parent undertaking reassesses at each reporting date whether the information may still be omitted.’
(i) the parent undertaking discloses the fact that it has used the exemption laid down in this subparagraph; and
(ii) the parent undertaking reassesses at each reporting date whether the information may still be omitted.’
(c) the following paragraph is inserted:‘4a. By way of derogation from paragraph 1 of this Article, in cases where the composition of the group has changed during the financial year due to acquisitions or mergers of undertakings, the parent undertaking may decide not to include in the consolidated management report related to that financial year the information referred to in paragraph 1 of this Article regarding undertakings subject to an acquisition or a merger.By way of derogation from paragraph 1 of this Article, the parent undertaking may decide not to include in the consolidated management report the information referred to in paragraph 1 of this Article regarding any subsidiary undertaking that leaves the group during the financial year.A parent undertaking exercising the options referred to in the first or second subparagraph shall indicate any significant event that affected the subsidiary undertaking during the financial year and that has an effect on the group’s impacts on, or risks or opportunities related to, sustainability matters.’;
(d) the following paragraph is inserted:‘7a. By way of derogation from paragraph 1, Member States shall ensure that parent undertakings that are financial holding undertakings whose subsidiary undertakings’ business models and operations are independent of one another may choose not to include in their consolidated management report the information referred to in paragraph 1.’;
(e) 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.’;
(6) Article 29b is amended as follows:(a)in paragraph 1, the third, fourth and sixth subparagraphs are deleted;(b)in paragraph 2, the first subparagraph is replaced by the following:‘The sustainability reporting standards shall ensure the quality of reported information, by requiring that it is understandable, relevant, verifiable, comparable and represented in a faithful manner. The sustainability reporting standards shall avoid imposing a disproportionate administrative or financial burden on undertakings, including by taking account, to the greatest extent possible, of the work of global standard-setting initiatives for sustainability reporting as required by point (a) of paragraph 5, and by ensuring as much coherence as possible with requirements in other Union legal acts. The sustainability reporting standards shall, to the extent possible, prioritise the disclosure of quantitative information, taking account of the burden on undertakings and the needs of users.’;(c)in paragraph 4, the first subparagraph is replaced by the following:‘Sustainability reporting standards shall take account of the difficulties that undertakings may encounter in gathering information from actors throughout their value chain, especially from those which are not subject to the sustainability reporting requirements laid down in Article 19a 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 the characteristics of undertakings in value chains, and to the scale and complexity of their activities, especially those of undertakings that are not subject to the sustainability reporting requirements in Article 19a or 29a. Sustainability reporting standards shall not specify disclosures that would require undertakings to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed an average number of 1 000 employees during the financial year any information that exceeds the information to be disclosed pursuant to the sustainability reporting standards for voluntary use referred to in Article 29ca.’;
(a) in paragraph 1, the third, fourth and sixth subparagraphs are deleted;
(b) in paragraph 2, the first subparagraph is replaced by the following:‘The sustainability reporting standards shall ensure the quality of reported information, by requiring that it is understandable, relevant, verifiable, comparable and represented in a faithful manner. The sustainability reporting standards shall avoid imposing a disproportionate administrative or financial burden on undertakings, including by taking account, to the greatest extent possible, of the work of global standard-setting initiatives for sustainability reporting as required by point (a) of paragraph 5, and by ensuring as much coherence as possible with requirements in other Union legal acts. The sustainability reporting standards shall, to the extent possible, prioritise the disclosure of quantitative information, taking account of the burden on undertakings and the needs of users.’;
(c) in paragraph 4, the first subparagraph is replaced by the following:‘Sustainability reporting standards shall take account of the difficulties that undertakings may encounter in gathering information from actors throughout their value chain, especially from those which are not subject to the sustainability reporting requirements laid down in Article 19a 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 the characteristics of undertakings in value chains, and to the scale and complexity of their activities, especially those of undertakings that are not subject to the sustainability reporting requirements in Article 19a or 29a. Sustainability reporting standards shall not specify disclosures that would require undertakings to obtain from undertakings in their value chain which, on their balance sheet dates, do not exceed an average number of 1 000 employees during the financial year any information that exceeds the information to be disclosed pursuant to the sustainability reporting standards for voluntary use referred to in Article 29ca.’;
(7) Article 29c is deleted;
(8) the following article is inserted:‘Article 29caSustainability reporting standards for voluntary use1. In order to facilitate voluntary reporting of sustainability information by undertakings which, on their balance sheet date, do not exceed an average number of 1 000 employees during the preceding financial year, and to limit the information that may be required for the purposes of this Directive from such undertakings in the value chain, the Commission shall be empowered to establish, by means of delegated acts in accordance with Article 49, sustainability reporting standards for voluntary use by 19 July 2026.2. Without prejudice to paragraph 3 of this Article, the sustainability reporting standards for voluntary use referred to in paragraph 1 of this Article shall be based on Commission Recommendation (EU) 2025/1710(*4), in its original version. They shall also be proportionate to, and relevant for, the capacities and the characteristics of the undertakings for which they are designed and to the scale and complexity of their activities. The sustainability reporting standards for voluntary use shall also, to the extent possible, specify the structure to be used to present such sustainability information.3. The Commission shall, at least every four years after the date of their application, review the sustainability reporting standards for voluntary use referred to in paragraph 1 and, where necessary, it shall amend them to take into account developments relevant to sustainability reporting.4. When reviewing the sustainability reporting standards for voluntary use pursuant to paragraph 3, the Commission shall take into consideration technical advice from EFRAG.(*4) Commission Recommendation (EU) 2025/1710 of 30 July 2025 on a voluntary sustainability reporting standard for small and medium-sized undertakings (OJ L, 2025/1710, 5.8.2025, ELI: http://data.europa.eu/eli/reco/2025/1710/oj).’;"
(9) Article 29d is replaced by the following:‘Article 29dSingle electronic reporting format1. Undertakings subject to the requirements of Article 19a of this Directive shall prepare their management report in the electronic reporting format specified in Article 3 of Commission Delegated Regulation (EU) 2019/815(*5) and shall mark up their sustainability reporting, including the disclosures provided for in Article 8 of Regulation (EU) 2020/852, in accordance with the electronic reporting format specified in that Delegated Regulation. Until such rules on the marking-up are adopted by way of that Delegated Regulation, undertakings shall not be required to mark up their sustainability reporting.2. Parent undertakings subject to the requirements of Article 29a shall prepare their consolidated management report in the electronic reporting format specified in Article 3 of Delegated Regulation (EU) 2019/815 and shall mark up their sustainability reporting, including the disclosures provided for in Article 8 of Regulation (EU) 2020/852, in accordance with the electronic reporting format specified in that Delegated Regulation. Until such rules on the marking-up are adopted by way of that Delegated Regulation, parent undertakings shall not be required to mark up their sustainability reporting.(*5) Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (OJ L 143, 29.5.2019, p. 1, ELI: http://data.europa.eu/eli/reg_del/2019/815/oj).’;"
(10) the following chapter is inserted: ‘CHAPTER 6cDIGITAL SUPPORT MEASURESArticle 29eDigital portal for sustainability reportingThe Commission shall provide for a dedicated portal through which undertakings can access information, guidance and support, including relevant templates, with regard to the mandatory and voluntary sustainability reporting framework referred to in this Directive. The portal shall be interconnected with online support measures provided by Member States, where available, to take account of national context.Article 29fReport on technological solutions for sustainability reportingThe Commission shall, by 19 March 2028, submit a report to the European Parliament and the Council on technological solutions for sustainability reporting, which includes initiatives that will enable undertakings to collect, process and exchange data in a secure, seamless and automated manner.’;
(11) in Article 33, paragraph 1 is replaced by the following:‘1. Member States shall ensure that the members of the administrative, management and supervisory bodies of an undertaking, acting within the competences assigned to them by national law, have collective responsibility for ensuring that the following documents are drawn up and published in accordance with the requirements of this Directive and, where applicable, with the international accounting standards adopted pursuant to Regulation (EC) No 1606/2002, with Delegated Regulation (EU) 2019/815, with the sustainability reporting standards referred to in Article 29b of this Directive, and with the requirements of Article 29d of this Directive:(a)the annual financial statements, the management report and the corporate governance statement when provided separately; and(b)the consolidated financial statements, the consolidated management report and the consolidated corporate governance statement when provided separately.By way of derogation from the first subparagraph of this paragraph, 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, as applicable, is prepared in accordance with Article 29d.’;
(a) the annual financial statements, the management report and the corporate governance statement when provided separately; and
(b) the consolidated financial statements, the consolidated management report and the consolidated corporate governance statement when provided separately.
(12) Article 34 is amended as follows:(a)in paragraph 1, second subparagraph, point (aa) is replaced by the following:‘(aa)where applicable, express an opinion based on a limited assurance engagement as regards the compliance of the sustainability reporting with the requirements of this Directive, including the compliance of the sustainability reporting with the sustainability reporting standards adopted pursuant to Article 29b, the process carried out by the undertaking to identify the information reported pursuant to those sustainability reporting standards, and the compliance with the requirement to mark up sustainability reporting in accordance with Article 29d, and as regards the compliance with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852;’;(b)the following paragraph is inserted:‘2a. Member States shall ensure that the opinion referred to in paragraph 1, second subparagraph, point (aa), is prepared in a manner that fully respects the right of the undertakings in the value chain which, on their balance sheet dates, do not exceed an average number of 1 000 employees during the preceding financial year to decline to provide to the reporting undertaking any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca.’;
(a) in paragraph 1, second subparagraph, point (aa) is replaced by the following:‘(aa)where applicable, express an opinion based on a limited assurance engagement as regards the compliance of the sustainability reporting with the requirements of this Directive, including the compliance of the sustainability reporting with the sustainability reporting standards adopted pursuant to Article 29b, the process carried out by the undertaking to identify the information reported pursuant to those sustainability reporting standards, and the compliance with the requirement to mark up sustainability reporting in accordance with Article 29d, and as regards the compliance with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852;’;
‘(aa) where applicable, express an opinion based on a limited assurance engagement as regards the compliance of the sustainability reporting with the requirements of this Directive, including the compliance of the sustainability reporting with the sustainability reporting standards adopted pursuant to Article 29b, the process carried out by the undertaking to identify the information reported pursuant to those sustainability reporting standards, and the compliance with the requirement to mark up sustainability reporting in accordance with Article 29d, and as regards the compliance with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852;’
(b) the following paragraph is inserted:‘2a. Member States shall ensure that the opinion referred to in paragraph 1, second subparagraph, point (aa), is prepared in a manner that fully respects the right of the undertakings in the value chain which, on their balance sheet dates, do not exceed an average number of 1 000 employees during the preceding financial year to decline to provide to the reporting undertaking any information that exceeds the information specified in the standards for voluntary use referred to in Article 29ca.’;
(13) in Article 40a, paragraph 1 is amended as follows:(a)the second subparagraph is replaced by the following:‘The first subparagraph shall only apply to subsidiary undertakings which, on their balance sheet dates, exceed a net turnover of EUR 200 000 000 in the preceding financial year.’;(b)the fourth and fifth subparagraphs are 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 200 000 000 in the preceding financial year.The first and third subparagraphs shall only apply to the subsidiary undertakings or branches referred to in those subparagraphs where the third-country undertaking, at its group level, or, if not applicable, the individual level, generated a net turnover in the Union exceeding EUR 450 000 000 for each of the last two consecutive financial years.’;(c)the following subparagraph is added:‘By way of derogation from the first and third subparagraphs, where the third-country undertaking is a financial holding undertaking whose subsidiary undertakings’ business models and operations are independent of one another, Member States shall ensure that the subsidiaries and the branches may decide not to publish and make accessible the sustainability report referred to in the first and third subparagraphs.’;
(a) the second subparagraph is replaced by the following:‘The first subparagraph shall only apply to subsidiary undertakings which, on their balance sheet dates, exceed a net turnover of EUR 200 000 000 in the preceding financial year.’;
(b) the fourth and fifth subparagraphs are 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 200 000 000 in the preceding financial year.The first and third subparagraphs shall only apply to the subsidiary undertakings or branches referred to in those subparagraphs where the third-country undertaking, at its group level, or, if not applicable, the individual level, generated a net turnover in the Union exceeding EUR 450 000 000 for each of the last two consecutive financial years.’;
(c) the following subparagraph is added:‘By way of derogation from the first and third subparagraphs, where the third-country undertaking is a financial holding undertaking whose subsidiary undertakings’ business models and operations are independent of one another, Member States shall ensure that the subsidiaries and the branches may decide not to publish and make accessible the sustainability report referred to in the first and third subparagraphs.’;
(14) Article 49 is amended as follows:(a)paragraph 2 is replaced by the following:‘2. The power to adopt delegated acts referred to in Article 1(2), point (a) of Article 3(13), Articles 29b and 40b, and Article 46(2) shall be conferred on the Commission for a period of 5 years from 5 January 2023. The Commission shall draw up a report in respect of the delegation of power not later than nine months before the end of the 5-year period. The delegation of power shall be tacitly extended for periods of an identical duration, unless the European Parliament or the Council opposes such extension not later than three months before the end of each period.’;(b)the following paragraph is inserted:‘2a. The power to adopt delegated acts referred to in points (b) and (c) of Article 3(13) and in Article 29ca shall be conferred on the Commission for an indeterminate period from 18 March 2026.’;(c)paragraph 3 is replaced by the following:‘3. The delegation of power referred to in Article 1(2), Article 3(13), Articles 29b, 29ca and 40b, and Article 46(2) 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 that 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.’;(d)paragraph 3b is amended as follows:(i)in the first subparagraph, the introductory wording is replaced by the following:‘When adopting delegated acts pursuant to Article 29b, the Commission shall take into consideration technical advice from EFRAG, provided that:’;(ii)the fourth subparagraph is replaced by the following:‘The Commission shall consult jointly the Member State Expert Group on Sustainable Finance, referred to in Article 24 of Regulation (EU) 2020/852, and the Accounting Regulatory Committee, referred to in Article 6 of Regulation (EC) No 1606/2002, on the draft delegated acts prior to their adoption as referred to in Article 29b of this Directive.’;(iii)the sixth subparagraph is replaced by the following:‘The Commission shall also consult the European Environment Agency, the European Union Agency for Fundamental Rights, the European Central Bank, the Committee of European Auditing Oversight Bodies and the Platform on Sustainable Finance established pursuant to Article 20 of Regulation (EU) 2020/852 on the technical advice provided by EFRAG prior to the adoption of delegated acts referred to in Article 29b of this Directive. If any of those bodies decide to submit an opinion, they shall do so within two months of the date of being consulted by the Commission.’;(e)paragraph 5 is replaced by the following:‘5. A delegated act adopted pursuant to Article 1(2), Article 3(13), Article 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.’.
(a) paragraph 2 is replaced by the following:‘2. The power to adopt delegated acts referred to in Article 1(2), point (a) of Article 3(13), Articles 29b and 40b, and Article 46(2) shall be conferred on the Commission for a period of 5 years from 5 January 2023. The Commission shall draw up a report in respect of the delegation of power not later than nine months before the end of the 5-year period. The delegation of power shall be tacitly extended for periods of an identical duration, unless the European Parliament or the Council opposes such extension not later than three months before the end of each period.’;
(b) the following paragraph is inserted:‘2a. The power to adopt delegated acts referred to in points (b) and (c) of Article 3(13) and in Article 29ca shall be conferred on the Commission for an indeterminate period from 18 March 2026.’;
(c) paragraph 3 is replaced by the following:‘3. The delegation of power referred to in Article 1(2), Article 3(13), Articles 29b, 29ca and 40b, and Article 46(2) 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 that 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.’;
(d) paragraph 3b is amended as follows:(i)in the first subparagraph, the introductory wording is replaced by the following:‘When adopting delegated acts pursuant to Article 29b, the Commission shall take into consideration technical advice from EFRAG, provided that:’;(ii)the fourth subparagraph is replaced by the following:‘The Commission shall consult jointly the Member State Expert Group on Sustainable Finance, referred to in Article 24 of Regulation (EU) 2020/852, and the Accounting Regulatory Committee, referred to in Article 6 of Regulation (EC) No 1606/2002, on the draft delegated acts prior to their adoption as referred to in Article 29b of this Directive.’;(iii)the sixth subparagraph is replaced by the following:‘The Commission shall also consult the European Environment Agency, the European Union Agency for Fundamental Rights, the European Central Bank, the Committee of European Auditing Oversight Bodies and the Platform on Sustainable Finance established pursuant to Article 20 of Regulation (EU) 2020/852 on the technical advice provided by EFRAG prior to the adoption of delegated acts referred to in Article 29b of this Directive. If any of those bodies decide to submit an opinion, they shall do so within two months of the date of being consulted by the Commission.’;
(i) in the first subparagraph, the introductory wording is replaced by the following:‘When adopting delegated acts pursuant to Article 29b, the Commission shall take into consideration technical advice from EFRAG, provided that:’;
(ii) the fourth subparagraph is replaced by the following:‘The Commission shall consult jointly the Member State Expert Group on Sustainable Finance, referred to in Article 24 of Regulation (EU) 2020/852, and the Accounting Regulatory Committee, referred to in Article 6 of Regulation (EC) No 1606/2002, on the draft delegated acts prior to their adoption as referred to in Article 29b of this Directive.’;
(iii) the sixth subparagraph is replaced by the following:‘The Commission shall also consult the European Environment Agency, the European Union Agency for Fundamental Rights, the European Central Bank, the Committee of European Auditing Oversight Bodies and the Platform on Sustainable Finance established pursuant to Article 20 of Regulation (EU) 2020/852 on the technical advice provided by EFRAG prior to the adoption of delegated acts referred to in Article 29b of this Directive. If any of those bodies decide to submit an opinion, they shall do so within two months of the date of being consulted by the Commission.’;
(e) paragraph 5 is replaced by the following:‘5. A delegated act adopted pursuant to Article 1(2), Article 3(13), Article 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.’.
art_3 #art_3

Article 3

Directive (EU) 2022/2464 is amended as follows:

(1) in Article 5, paragraph 2 is amended as follows:(a)the first subparagraph is amended as follows:(i)in point (a), the introductory wording is replaced by the following: ‘for financial years starting between 1 January 2024 and 31 December 2026:’ ;(ii)point (b) is amended as follows:(1)point (i) is replaced by the following:‘(i)to undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;(2)point (ii) is replaced by the following:‘(ii)to parent undertakings of a group which, on its balance sheet dates, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;(iii)point (c) is deleted;(b)the third subparagraph is amended as follows:(i)in point (a), the introductory wording is replaced by the following: ‘for financial years starting between 1 January 2024 and 31 December 2026:’ ;(ii)point (b) is amended as follows:(1)point (i) is replaced by the following:‘(i)to issuers as defined in point (d) of Article 2(1) of Directive 2004/109/EC which are undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;(2)point (ii) is replaced by the following:‘(ii)to issuers as defined in point (d) of Article 2(1) of Directive 2004/109/EC which are parent undertakings of a group which, on its balance sheet dates, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;(iii)point (c) is deleted;(c)the following subparagraph is added:‘By way of derogation from point (a) of the first subparagraph and point (a) of the third subparagraph, Member States may exempt undertakings or issuers which do not exceed a net turnover of EUR 450 000 000 or an average number of 1 000 employees during the financial year, on a consolidated basis where applicable, from complying with the measures necessary to comply with Article 1, with the exception of point (14), and with Article 2, for the financial years starting between 1 January 2025 and 31 December 2026.’;
(a) the first subparagraph is amended as follows:(i)in point (a), the introductory wording is replaced by the following: ‘for financial years starting between 1 January 2024 and 31 December 2026:’ ;(ii)point (b) is amended as follows:(1)point (i) is replaced by the following:‘(i)to undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;(2)point (ii) is replaced by the following:‘(ii)to parent undertakings of a group which, on its balance sheet dates, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;(iii)point (c) is deleted;
(i) in point (a), the introductory wording is replaced by the following: ‘for financial years starting between 1 January 2024 and 31 December 2026:’ ;
(ii) point (b) is amended as follows:(1)point (i) is replaced by the following:‘(i)to undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;(2)point (ii) is replaced by the following:‘(ii)to parent undertakings of a group which, on its balance sheet dates, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;
(1) point (i) is replaced by the following:‘(i)to undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;
‘(i) to undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’
(2) point (ii) is replaced by the following:‘(ii)to parent undertakings of a group which, on its balance sheet dates, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;
‘(ii) to parent undertakings of a group which, on its balance sheet dates, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’
(iii) point (c) is deleted;
(b) the third subparagraph is amended as follows:(i)in point (a), the introductory wording is replaced by the following: ‘for financial years starting between 1 January 2024 and 31 December 2026:’ ;(ii)point (b) is amended as follows:(1)point (i) is replaced by the following:‘(i)to issuers as defined in point (d) of Article 2(1) of Directive 2004/109/EC which are undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;(2)point (ii) is replaced by the following:‘(ii)to issuers as defined in point (d) of Article 2(1) of Directive 2004/109/EC which are parent undertakings of a group which, on its balance sheet dates, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;(iii)point (c) is deleted;
(i) in point (a), the introductory wording is replaced by the following: ‘for financial years starting between 1 January 2024 and 31 December 2026:’ ;
(ii) point (b) is amended as follows:(1)point (i) is replaced by the following:‘(i)to issuers as defined in point (d) of Article 2(1) of Directive 2004/109/EC which are undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;(2)point (ii) is replaced by the following:‘(ii)to issuers as defined in point (d) of Article 2(1) of Directive 2004/109/EC which are parent undertakings of a group which, on its balance sheet dates, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;
(1) point (i) is replaced by the following:‘(i)to issuers as defined in point (d) of Article 2(1) of Directive 2004/109/EC which are undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;
‘(i) to issuers as defined in point (d) of Article 2(1) of Directive 2004/109/EC which are undertakings which, on their balance sheet dates, exceed a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’
(2) point (ii) is replaced by the following:‘(ii)to issuers as defined in point (d) of Article 2(1) of Directive 2004/109/EC which are parent undertakings of a group which, on its balance sheet dates, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’;
‘(ii) to issuers as defined in point (d) of Article 2(1) of Directive 2004/109/EC which are parent undertakings of a group which, on its balance sheet dates, exceeds, on a consolidated basis, a net turnover of EUR 450 000 000 and an average number of 1 000 employees during the financial year;’
(iii) point (c) is deleted;
(c) the following subparagraph is added:‘By way of derogation from point (a) of the first subparagraph and point (a) of the third subparagraph, Member States may exempt undertakings or issuers which do not exceed a net turnover of EUR 450 000 000 or an average number of 1 000 employees during the financial year, on a consolidated basis where applicable, from complying with the measures necessary to comply with Article 1, with the exception of point (14), and with Article 2, for the financial years starting between 1 January 2025 and 31 December 2026.’;
(2) in Article 6, paragraph 1 is amended as follows:(a)points (b) and (c) are replaced by the following:‘(b)an assessment of the number of undertakings voluntarily using the sustainability reporting standards referred to in Article 29ca of Directive 2013/34/EU;(c)an assessment of whether and how the scope of the provisions amended by this amending Directive should be extended, in particular in relation to large undertakings with a net turnover not exceeding EUR 450 000 000 and an average number of employees not exceeding 1 000 during the financial year, as well as to third-country undertakings operating directly on the Union internal market without a subsidiary or a branch on the territory of the Union;’;(b)the second subparagraph is replaced by the following:‘The report concerning points (a), (b), (d) and (e) of the first subparagraph shall be published by 30 April 2029 and every three years thereafter, and shall be accompanied, if appropriate, by legislative proposals. The report concerning point (c) of the first subparagraph shall be published by 30 April 2031 and every three years thereafter, and shall be accompanied, if appropriate, by legislative proposals.’.
(a) points (b) and (c) are replaced by the following:‘(b)an assessment of the number of undertakings voluntarily using the sustainability reporting standards referred to in Article 29ca of Directive 2013/34/EU;(c)an assessment of whether and how the scope of the provisions amended by this amending Directive should be extended, in particular in relation to large undertakings with a net turnover not exceeding EUR 450 000 000 and an average number of employees not exceeding 1 000 during the financial year, as well as to third-country undertakings operating directly on the Union internal market without a subsidiary or a branch on the territory of the Union;’;
‘(b) an assessment of the number of undertakings voluntarily using the sustainability reporting standards referred to in Article 29ca of Directive 2013/34/EU;
(c) an assessment of whether and how the scope of the provisions amended by this amending Directive should be extended, in particular in relation to large undertakings with a net turnover not exceeding EUR 450 000 000 and an average number of employees not exceeding 1 000 during the financial year, as well as to third-country undertakings operating directly on the Union internal market without a subsidiary or a branch on the territory of the Union;’
(b) the second subparagraph is replaced by the following:‘The report concerning points (a), (b), (d) and (e) of the first subparagraph shall be published by 30 April 2029 and every three years thereafter, and shall be accompanied, if appropriate, by legislative proposals. The report concerning point (c) of the first subparagraph shall be published by 30 April 2031 and every three years thereafter, and shall be accompanied, if appropriate, by legislative proposals.’.
art_4 #art_4

Article 4

Directive (EU) 2024/1760 is amended as follows:

(1) Article 1 is amended as follows:(a)paragraph 1 is replaced by the following:‘1. This Directive lays down rules on:(a)obligations for companies regarding actual and potential adverse human rights impacts and adverse environmental impacts, with respect to their own operations, the operations of their subsidiaries, and the operations carried out by their business partners in the chains of activities of those companies; and(b)liability for violations of the obligations as referred to in point (a).’;(b)paragraph 2 is replaced by the following:‘2. This Directive shall not constitute grounds for reducing the level of protection of human, employment and social rights, or of protection of the environment or of protection of the climate provided for by the national law of the Member States or by the collective agreements applicable at the time of the adoption of this Directive. However, the first sentence of this paragraph shall not prevent Member States from adjusting any national corporate sustainability due diligence laws applicable at the time of the adoption of this Directive, in particular their scope, with a view to aligning them with this Directive.’;(c)the following paragraph is added:‘4. This Directive does not affect Union or national law relating to matters other than those set out in paragraph 1. In particular, the rules referred to in point (a) of paragraph 1 do not affect Union or national law concerning human, employment or social rights, or the protection of the environment and climate change other than general due diligence obligations.’;
(a) paragraph 1 is replaced by the following:‘1. This Directive lays down rules on:(a)obligations for companies regarding actual and potential adverse human rights impacts and adverse environmental impacts, with respect to their own operations, the operations of their subsidiaries, and the operations carried out by their business partners in the chains of activities of those companies; and(b)liability for violations of the obligations as referred to in point (a).’;
(a) obligations for companies regarding actual and potential adverse human rights impacts and adverse environmental impacts, with respect to their own operations, the operations of their subsidiaries, and the operations carried out by their business partners in the chains of activities of those companies; and
(b) liability for violations of the obligations as referred to in point (a).’
(b) paragraph 2 is replaced by the following:‘2. This Directive shall not constitute grounds for reducing the level of protection of human, employment and social rights, or of protection of the environment or of protection of the climate provided for by the national law of the Member States or by the collective agreements applicable at the time of the adoption of this Directive. However, the first sentence of this paragraph shall not prevent Member States from adjusting any national corporate sustainability due diligence laws applicable at the time of the adoption of this Directive, in particular their scope, with a view to aligning them with this Directive.’;
(c) the following paragraph is added:‘4. This Directive does not affect Union or national law relating to matters other than those set out in paragraph 1. In particular, the rules referred to in point (a) of paragraph 1 do not affect Union or national law concerning human, employment or social rights, or the protection of the environment and climate change other than general due diligence obligations.’;
(2) Article 2 is amended as follows:(a)paragraph 1 is amended as follows:(i)point (a) is replaced by the following:‘(a)the company had more than 5 000 employees on average and had a net worldwide turnover of more than EUR 1 500 000 000 in the last financial year for which annual financial statements have been or should have been adopted;’;(ii)point (c) is replaced by the following:‘(c)the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 75 000 000 in the last financial year for which annual financial statements have been or should have been adopted, and provided that the company had or is the ultimate parent company of a group that had a net worldwide turnover of more than EUR 275 000 000 in the last financial year for which annual financial statements have been or should have been adopted.’;(b)paragraph 2 is amended as follows:(i)point (a) is replaced by the following:‘(a)the company generated a net turnover of more than EUR 1 500 000 000 in the Union in the financial year preceding the last financial year;’;(ii)point (c) is replaced by the following:‘(c)the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 75 000 000 in the Union in the financial year preceding the last financial year; and provided that the company generated, or is the ultimate parent company of a group that generated, a net turnover of more than EUR 275 000 000 in the Union in the financial year preceding the last financial year.’;(c)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.’;
(a) paragraph 1 is amended as follows:(i)point (a) is replaced by the following:‘(a)the company had more than 5 000 employees on average and had a net worldwide turnover of more than EUR 1 500 000 000 in the last financial year for which annual financial statements have been or should have been adopted;’;(ii)point (c) is replaced by the following:‘(c)the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 75 000 000 in the last financial year for which annual financial statements have been or should have been adopted, and provided that the company had or is the ultimate parent company of a group that had a net worldwide turnover of more than EUR 275 000 000 in the last financial year for which annual financial statements have been or should have been adopted.’;
(i) point (a) is replaced by the following:‘(a)the company had more than 5 000 employees on average and had a net worldwide turnover of more than EUR 1 500 000 000 in the last financial year for which annual financial statements have been or should have been adopted;’;
‘(a) the company had more than 5 000 employees on average and had a net worldwide turnover of more than EUR 1 500 000 000 in the last financial year for which annual financial statements have been or should have been adopted;’
(ii) point (c) is replaced by the following:‘(c)the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 75 000 000 in the last financial year for which annual financial statements have been or should have been adopted, and provided that the company had or is the ultimate parent company of a group that had a net worldwide turnover of more than EUR 275 000 000 in the last financial year for which annual financial statements have been or should have been adopted.’;
‘(c) the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 75 000 000 in the last financial year for which annual financial statements have been or should have been adopted, and provided that the company had or is the ultimate parent company of a group that had a net worldwide turnover of more than EUR 275 000 000 in the last financial year for which annual financial statements have been or should have been adopted.’
(b) paragraph 2 is amended as follows:(i)point (a) is replaced by the following:‘(a)the company generated a net turnover of more than EUR 1 500 000 000 in the Union in the financial year preceding the last financial year;’;(ii)point (c) is replaced by the following:‘(c)the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 75 000 000 in the Union in the financial year preceding the last financial year; and provided that the company generated, or is the ultimate parent company of a group that generated, a net turnover of more than EUR 275 000 000 in the Union in the financial year preceding the last financial year.’;
(i) point (a) is replaced by the following:‘(a)the company generated a net turnover of more than EUR 1 500 000 000 in the Union in the financial year preceding the last financial year;’;
‘(a) the company generated a net turnover of more than EUR 1 500 000 000 in the Union in the financial year preceding the last financial year;’
(ii) point (c) is replaced by the following:‘(c)the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 75 000 000 in the Union in the financial year preceding the last financial year; and provided that the company generated, or is the ultimate parent company of a group that generated, a net turnover of more than EUR 275 000 000 in the Union in the financial year preceding the last financial year.’;
‘(c) the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 75 000 000 in the Union in the financial year preceding the last financial year; and provided that the company generated, or is the ultimate parent company of a group that generated, a net turnover of more than EUR 275 000 000 in the Union in the financial year preceding the last financial year.’
(c) 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.’;
(3) Article 3(1) is amended as follows:(a)point (n) is replaced by the following:‘(n)“stakeholders” means the company’s employees, the employees of its subsidiaries and of its business partners, and their trade unions and workers’ representatives, and individuals or communities whose rights or interests are or could be directly affected by the products, services and operations of the company, its subsidiaries and its business partners and the legitimate representatives of those individuals or communities;’;(b)point (u) is replaced by the following:‘(u)“risk factors” means facts, situations or circumstances that relate to the severity and likelihood of an adverse impact, including facts, situations or circumstances at the level of the business partner, such as whether the business partner is not a company covered by this Directive or other comparable mandatory sustainability due diligence legal acts; at the level of geography and context, such as the level of law enforcement with respect to the type of adverse impact; and at the level of sectors, of business operations, and of products and services;’;
(a) point (n) is replaced by the following:‘(n)“stakeholders” means the company’s employees, the employees of its subsidiaries and of its business partners, and their trade unions and workers’ representatives, and individuals or communities whose rights or interests are or could be directly affected by the products, services and operations of the company, its subsidiaries and its business partners and the legitimate representatives of those individuals or communities;’;
‘(n) “stakeholders” means the company’s employees, the employees of its subsidiaries and of its business partners, and their trade unions and workers’ representatives, and individuals or communities whose rights or interests are or could be directly affected by the products, services and operations of the company, its subsidiaries and its business partners and the legitimate representatives of those individuals or communities;’
(b) point (u) is replaced by the following:‘(u)“risk factors” means facts, situations or circumstances that relate to the severity and likelihood of an adverse impact, including facts, situations or circumstances at the level of the business partner, such as whether the business partner is not a company covered by this Directive or other comparable mandatory sustainability due diligence legal acts; at the level of geography and context, such as the level of law enforcement with respect to the type of adverse impact; and at the level of sectors, of business operations, and of products and services;’;
‘(u) “risk factors” means facts, situations or circumstances that relate to the severity and likelihood of an adverse impact, including facts, situations or circumstances at the level of the business partner, such as whether the business partner is not a company covered by this Directive or other comparable mandatory sustainability due diligence legal acts; at the level of geography and context, such as the level of law enforcement with respect to the type of adverse impact; and at the level of sectors, of business operations, and of products and services;’
(4) Article 4 is replaced by the following:‘Article 4Level of harmonisation1. Without prejudice to Article 1(2) and (3), Member States shall not introduce, in their national law, provisions within the field covered by this Directive laying down human rights and environmental due diligence obligations diverging from those laid down in Articles 6, 8 and 9, Article 10(1) to (5), Article 11(1) to (6) and Articles 14 to 16.2. Notwithstanding paragraph 1, this Directive shall not preclude Member States from introducing, in their national law, more stringent provisions diverging from those laid down in provisions other than Articles 6, 8 and 9, Article 10(1) to (5), Article 11(1) to (6) and Articles 14 to 16, or provisions that are more specific in terms of the objective or the field covered, including by regulating specific products, services or situations, in order to achieve a different level of protection of human, employment and social rights, the environment or the climate.’;
(5) Article 6 is amended as follows:(a)paragraph 1 is replaced by the following:‘1. Member States shall ensure that parent companies falling under the scope of this Directive are allowed to fulfil the obligations set out in Articles 7 to 16 on behalf of companies which are subsidiaries of those parent companies and fall under the scope of this Directive, if this ensures effective compliance. This is without prejudice to such subsidiaries being subject to the exercise of the supervisory authority’s powers in accordance with Article 25 and to their civil liability in accordance with Article 29.’;(b)in paragraph 2, point (e) is replaced by the following:‘(e)where relevant, the subsidiary seeks contractual assurances from a direct business partner in accordance with Article 10(2), point (b), or Article 11(3), point (c), seeks contractual assurances from an indirect business partner in accordance with Article 10(4) or Article 11(5) and suspends the business relationship in accordance with Article 10(6) or Article 11(7).’;(c)paragraph 3 is deleted;
(a) paragraph 1 is replaced by the following:‘1. Member States shall ensure that parent companies falling under the scope of this Directive are allowed to fulfil the obligations set out in Articles 7 to 16 on behalf of companies which are subsidiaries of those parent companies and fall under the scope of this Directive, if this ensures effective compliance. This is without prejudice to such subsidiaries being subject to the exercise of the supervisory authority’s powers in accordance with Article 25 and to their civil liability in accordance with Article 29.’;
(b) in paragraph 2, point (e) is replaced by the following:‘(e)where relevant, the subsidiary seeks contractual assurances from a direct business partner in accordance with Article 10(2), point (b), or Article 11(3), point (c), seeks contractual assurances from an indirect business partner in accordance with Article 10(4) or Article 11(5) and suspends the business relationship in accordance with Article 10(6) or Article 11(7).’;
‘(e) where relevant, the subsidiary seeks contractual assurances from a direct business partner in accordance with Article 10(2), point (b), or Article 11(3), point (c), seeks contractual assurances from an indirect business partner in accordance with Article 10(4) or Article 11(5) and suspends the business relationship in accordance with Article 10(6) or Article 11(7).’
(c) paragraph 3 is deleted;
(6) Article 8 is amended as follows:(a)paragraph 2 is replaced by the following:‘2. As part of the obligation set out in paragraph 1, companies shall take appropriate measures to do the following, taking into account relevant risk factors including facts, situations or circumstances at the level of the business partner, such as whether the business partner is not a company covered by this Directive or other comparable mandatory sustainability due diligence legal acts; at the level of geography and context, such as the level of law enforcement with respect to the type of adverse impact; and at the level of sectors, of business operations, and of products and services:(a)carry out a scoping exercise, based solely on reasonably available information, to identify general areas across their own operations, those of their subsidiaries and, where related to their chains of activities, those of their business partners where adverse impacts are most likely to occur and to be most severe;(b)based on the results of the scoping exercise referred to in point (a), carry out an in-depth assessment in the areas where adverse impacts were identified to be most likely to occur and most severe.’;(b)the following paragraph is inserted:‘2a. Member States shall ensure that, for the purposes of the in-depth assessment referred to in paragraph 2, point (b):(a)companies may request information from business partners only where that information is necessary, and, in the case of business partners with fewer than 5 000 employees, only when the information cannot reasonably be obtained by other means;(b)where the necessary information can be obtained from different business partners, companies prioritise requesting information, where reasonable, directly from the business partner or partners where the adverse impacts are most likely to occur;(c)where adverse impacts are identified as equally likely to occur or equally severe in several areas, companies may prioritise assessing such areas which involve direct business partners.’;(c)paragraph 3 is replaced by the following:‘3. Member States shall ensure that, for the purposes of identifying and assessing the adverse impacts referred to in paragraph 1 of this Article based on, where appropriate, quantitative and qualitative information, companies are entitled to make use of appropriate resources, including independent reports, digital solutions, industry and multi-stakeholder initiatives and information gathered through the notification mechanism and the complaints procedure provided for in Article 14.’;(d)paragraph 4 is deleted;
(a) paragraph 2 is replaced by the following:‘2. As part of the obligation set out in paragraph 1, companies shall take appropriate measures to do the following, taking into account relevant risk factors including facts, situations or circumstances at the level of the business partner, such as whether the business partner is not a company covered by this Directive or other comparable mandatory sustainability due diligence legal acts; at the level of geography and context, such as the level of law enforcement with respect to the type of adverse impact; and at the level of sectors, of business operations, and of products and services:(a)carry out a scoping exercise, based solely on reasonably available information, to identify general areas across their own operations, those of their subsidiaries and, where related to their chains of activities, those of their business partners where adverse impacts are most likely to occur and to be most severe;(b)based on the results of the scoping exercise referred to in point (a), carry out an in-depth assessment in the areas where adverse impacts were identified to be most likely to occur and most severe.’;
(a) carry out a scoping exercise, based solely on reasonably available information, to identify general areas across their own operations, those of their subsidiaries and, where related to their chains of activities, those of their business partners where adverse impacts are most likely to occur and to be most severe;
(b) based on the results of the scoping exercise referred to in point (a), carry out an in-depth assessment in the areas where adverse impacts were identified to be most likely to occur and most severe.’
(b) the following paragraph is inserted:‘2a. Member States shall ensure that, for the purposes of the in-depth assessment referred to in paragraph 2, point (b):(a)companies may request information from business partners only where that information is necessary, and, in the case of business partners with fewer than 5 000 employees, only when the information cannot reasonably be obtained by other means;(b)where the necessary information can be obtained from different business partners, companies prioritise requesting information, where reasonable, directly from the business partner or partners where the adverse impacts are most likely to occur;(c)where adverse impacts are identified as equally likely to occur or equally severe in several areas, companies may prioritise assessing such areas which involve direct business partners.’;
(a) companies may request information from business partners only where that information is necessary, and, in the case of business partners with fewer than 5 000 employees, only when the information cannot reasonably be obtained by other means;
(b) where the necessary information can be obtained from different business partners, companies prioritise requesting information, where reasonable, directly from the business partner or partners where the adverse impacts are most likely to occur;
(c) where adverse impacts are identified as equally likely to occur or equally severe in several areas, companies may prioritise assessing such areas which involve direct business partners.’
(c) paragraph 3 is replaced by the following:‘3. Member States shall ensure that, for the purposes of identifying and assessing the adverse impacts referred to in paragraph 1 of this Article based on, where appropriate, quantitative and qualitative information, companies are entitled to make use of appropriate resources, including independent reports, digital solutions, industry and multi-stakeholder initiatives and information gathered through the notification mechanism and the complaints procedure provided for in Article 14.’;
(d) paragraph 4 is deleted;
(7) in Article 9, the following paragraph is added:‘4. Where prioritisation decisions are made in accordance with this Article, the mere fact of not having addressed a less significant adverse impact shall not expose the company to penalties pursuant to Article 27.’;
(8) in Article 10, paragraph 6 is replaced by the following:‘6. As regards potential adverse impacts as referred to in paragraph 1 that could not be prevented or adequately mitigated by the measures set out in paragraphs 2, 4 and 5, the company shall, as a last resort and until the impact is addressed:(a)refrain from entering into new, or extending existing, relationships with a business partner in connection with which, or in the chain of activities of which, the impact has arisen;(b)where the law governing its relationship with the business partner concerned so entitles it, suspend the business relationship with respect to the activities concerned, including with a view to using or increasing its leverage, and(c)adopt and implement an enhanced prevention action plan for the specific adverse impact without undue delay, provided that there is a reasonable expectation that such efforts will succeed.As long as there is a reasonable expectation that the enhanced prevention action plan will succeed, the mere fact of continuing to engage with the business partner shall not expose the company to penalties pursuant to Article 27 or to liability under Article 29.Prior to suspending a business relationship, the company shall assess whether the adverse impacts from doing so can be reasonably expected to be manifestly more severe than the adverse impact that could not be prevented or adequately mitigated. Should that be the case, the company shall not be required to suspend the business relationship and shall be in a position to report to the competent supervisory authority about the duly justified reasons for such a decision.Member States shall provide for an option to suspend the business relationship in contracts governed by their laws in accordance with the first subparagraph, except for contracts where the parties are obliged by law to enter into them.Where the company decides to suspend the business relationship, it shall take steps to prevent, mitigate or bring to an end the impacts of the suspension, shall provide reasonable notice to the business partner concerned and shall keep that decision under review.Where the company decides not to suspend the business relationship pursuant to this Article, it shall monitor the potential adverse impact and periodically assess its decision and whether further appropriate measures are available.’;
(a) refrain from entering into new, or extending existing, relationships with a business partner in connection with which, or in the chain of activities of which, the impact has arisen;
(b) where the law governing its relationship with the business partner concerned so entitles it, suspend the business relationship with respect to the activities concerned, including with a view to using or increasing its leverage, and
(c) adopt and implement an enhanced prevention action plan for the specific adverse impact without undue delay, provided that there is a reasonable expectation that such efforts will succeed.
(9) in Article 11, paragraph 7 is replaced by the following:‘7. As regards actual adverse impacts as referred to in paragraph 1 that could not be brought to an end or the extent of which could not be minimised by the measures set out in paragraphs 3, 5 and 6, the company shall, as a last resort and until the impact is addressed:(a)refrain from entering into new, or extending existing, relationships with a business partner in connection with which, or in the chain of activities of which, the impact has arisen;(b)where the law governing its relationship with the business partner concerned so entitles it, suspend the business relationship with respect to the activities concerned, including with a view to using or increasing its leverage, and(c)adopt and implement an enhanced corrective action plan for the specific adverse impact without undue delay, provided that there is a reasonable expectation that such efforts will succeed.As long as there is a reasonable expectation that the enhanced corrective action plan will succeed, the mere fact of continuing to engage with the business partner shall not expose the company to penalties pursuant to Article 27 or to liability under Article 29.Prior to suspending a business relationship, the company shall assess whether the adverse impacts from doing so can be reasonably expected to be manifestly more severe than the adverse impact that could not be brought to an end or the extent of which could not be adequately minimised. Should that be the case, the company shall not be required to suspend the business relationship and shall be in a position to report to the competent supervisory authority about the duly justified reasons for such a decision.Member States shall provide for an option to suspend the business relationship in contracts governed by their laws in accordance with the first subparagraph, except for contracts where the parties are obliged by law to enter into them.Where the company decides to suspend the business relationship, it shall take steps to prevent, mitigate or bring to an end the impacts of the suspension, shall provide reasonable notice to the business partner concerned and shall keep that decision under review.Where the company decides not to suspend the business relationship pursuant to this Article, it shall monitor the actual adverse impact and periodically assess its decision and whether further appropriate measures are available.’;
(a) refrain from entering into new, or extending existing, relationships with a business partner in connection with which, or in the chain of activities of which, the impact has arisen;
(b) where the law governing its relationship with the business partner concerned so entitles it, suspend the business relationship with respect to the activities concerned, including with a view to using or increasing its leverage, and
(c) adopt and implement an enhanced corrective action plan for the specific adverse impact without undue delay, provided that there is a reasonable expectation that such efforts will succeed.
(10) in Article 13, paragraph 3 is amended as follows:(a)the introductory wording is replaced by the following: ‘Consultation of relevant stakeholders shall take place at the following stages of the due diligence process:’ ;(b)points (c) and (e) are deleted;
(a) the introductory wording is replaced by the following: ‘Consultation of relevant stakeholders shall take place at the following stages of the due diligence process:’ ;
(b) points (c) and (e) are deleted;
(11) Article 15 is replaced by the following:‘Article 15MonitoringMember States shall ensure that companies carry out periodic assessments of their own operations and measures, those of their subsidiaries and, where related to the chain of activities of the company, those of their business partners, to assess the implementation and to monitor the adequacy and effectiveness of the identification, prevention, mitigation, bringing to an end and minimisation of the extent of adverse impacts. Such assessments shall be based, where appropriate, on qualitative and quantitative indicators and be carried out without undue delay after a significant change occurs, but at least every 5 years and whenever there are reasonable grounds to believe that the measures are no longer adequate or effective or that new risks of the occurrence of those adverse impacts have arisen or may arise. Where appropriate, the due diligence policy, the adverse impacts identified and the appropriate measures that derived shall be updated in accordance with the outcome of such assessments and with due consideration of relevant information from stakeholders.’;
(12) in Article 16, paragraph 3 is replaced by the following:‘By 31 March 2029, the Commission shall adopt delegated acts in accordance with Article 34 in order to supplement this Directive by laying down the content and criteria for the reporting under paragraph 1, specifying, in particular, sufficiently detailed information on the description of due diligence, actual and potential adverse impacts identified, and appropriate measures taken with respect to those impacts. In preparing those delegated acts, the Commission shall take due account of, and align them as appropriate with, the sustainability reporting standards adopted pursuant to Articles 29b and 40b of Directive 2013/34/EU.When adopting the delegated acts referred to in the first subparagraph, the Commission shall ensure that there is no duplication in reporting requirements for companies referred to in Article 3(1), point (a)(iii), that are subject to reporting requirements under Article 4 of Regulation (EU) 2019/2088, while maintaining in full the minimum obligations stipulated in this Directive.’;
(13) Article 17 is amended as follows:(a)in paragraph 1, the first subparagraph is replaced by the following:‘From 1 January 2031, Member States shall ensure that, when making public the annual statement referred to in Article 16(1) of this Directive, companies submit that statement at the same time to the collection body referred to in paragraph 3 of this Article for the purpose of making it accessible on the European single access point (ESAP), as established by Regulation (EU) 2023/2859.’;(b)paragraph 3 is replaced by the following:‘3. By 31 December 2030, for the purpose of making the information referred to in paragraph 1 of this Article accessible on ESAP, Member States shall designate at least one collection body, as defined in Article 2, point (2), of Regulation (EU) 2023/2859, and notify the European Securities and Markets Authority thereof.’;
(a) in paragraph 1, the first subparagraph is replaced by the following:‘From 1 January 2031, Member States shall ensure that, when making public the annual statement referred to in Article 16(1) of this Directive, companies submit that statement at the same time to the collection body referred to in paragraph 3 of this Article for the purpose of making it accessible on the European single access point (ESAP), as established by Regulation (EU) 2023/2859.’;
(b) paragraph 3 is replaced by the following:‘3. By 31 December 2030, for the purpose of making the information referred to in paragraph 1 of this Article accessible on ESAP, Member States shall designate at least one collection body, as defined in Article 2, point (2), of Regulation (EU) 2023/2859, and notify the European Securities and Markets Authority thereof.’;
(14) Article 18 is replaced by the following:‘Article 18Model contractual clausesIn order to provide support to companies to facilitate their compliance with Article 10(2), point (b), and Article 11(3), point (c), the Commission, in consultation with Member States and stakeholders, shall adopt guidance about voluntary model contractual clauses, by 26 July 2027.’;
(15) Article 19 is amended as follows:(a)in paragraph 2, point (b) is deleted;(b)paragraph 3 is replaced by the following:‘3. The guidelines referred to in paragraph 2, points (a), (d) and (e), shall be adopted by 26 July 2027. The guidelines referred to in paragraph 2, points (f) and (g), shall be adopted by 26 July 2028.’;
(a) in paragraph 2, point (b) is deleted;
(b) paragraph 3 is replaced by the following:‘3. The guidelines referred to in paragraph 2, points (a), (d) and (e), shall be adopted by 26 July 2027. The guidelines referred to in paragraph 2, points (f) and (g), shall be adopted by 26 July 2028.’;
(16) Article 22 is deleted;
(17) Article 24 is amended as follows:(a)paragraph 1 is replaced by the following:‘1. Each Member State shall designate one or more supervisory authorities to supervise compliance with the obligations laid down in the provisions of national law adopted pursuant to Articles 7 to 16.’;(b)paragraph 7 is replaced by the following:‘7. By 26 July 2028, Member States shall inform the Commission of the names and contact details of the supervisory authorities designated pursuant to this Article, as well as of their respective competences where there are several designated supervisory authorities. They shall inform the Commission of any changes thereto.’;
(a) paragraph 1 is replaced by the following:‘1. Each Member State shall designate one or more supervisory authorities to supervise compliance with the obligations laid down in the provisions of national law adopted pursuant to Articles 7 to 16.’;
(b) paragraph 7 is replaced by the following:‘7. By 26 July 2028, Member States shall inform the Commission of the names and contact details of the supervisory authorities designated pursuant to this Article, as well as of their respective competences where there are several designated supervisory authorities. They shall inform the Commission of any changes thereto.’;
(18) in Article 25, paragraph 1 is replaced by the following:‘1. Member States shall ensure that the supervisory authorities have adequate powers and resources to carry out the tasks assigned to them under this Directive, including the power to require companies to provide information and carry out investigations related to compliance with the obligations set out in Articles 7 to 16.’;
(19) in Article 27, paragraph 4 is replaced by the following:‘4. The Commission, in collaboration with Member States, shall issue guidance to assist supervisory authorities in determining the level of penalties in accordance with this Article. Member States shall ensure that the maximum limit of pecuniary penalties is set at 3 % of the net worldwide turnover of the company in the financial year preceding that of the decision to impose the fine or, in the case of ultimate parent companies as referred to in Article 2(1), points (b) and (c), and in Article 2(2), points (b) and (c), 3 % of the net consolidated worldwide turnover calculated at the level of the ultimate parent company, in the financial year preceding that of the decision to impose the fine.’;
(20) Article 29 is amended as follows:(a)paragraph 1 is deleted;(b)paragraph 2 is replaced by the following:‘2. Where a company is held liable pursuant to national law for damage caused to a natural or legal person by a failure to comply with the due diligence requirements under this Directive, Member States shall ensure that those persons have a right to full compensation. Full compensation shall not lead to overcompensation, whether by means of punitive, multiple or other types of damages.’;(c)in paragraph 3, point (d) is deleted;(d)paragraph 4 is replaced by the following:‘4. Companies that have participated in industry or multi-stakeholder initiatives, or used independent third-party verification or contractual clauses to support the implementation of due diligence obligations may nevertheless be held liable in accordance with national law.’;(e)in paragraph 5, the first subparagraph is replaced by the following:‘The civil liability of a company for damages as referred to in this Article shall be without prejudice to the civil liability of its subsidiaries or of any direct and indirect business partners in the chain of activities of the company.’;(f)paragraph 7 is deleted;
(a) paragraph 1 is deleted;
(b) paragraph 2 is replaced by the following:‘2. Where a company is held liable pursuant to national law for damage caused to a natural or legal person by a failure to comply with the due diligence requirements under this Directive, Member States shall ensure that those persons have a right to full compensation. Full compensation shall not lead to overcompensation, whether by means of punitive, multiple or other types of damages.’;
(c) in paragraph 3, point (d) is deleted;
(d) paragraph 4 is replaced by the following:‘4. Companies that have participated in industry or multi-stakeholder initiatives, or used independent third-party verification or contractual clauses to support the implementation of due diligence obligations may nevertheless be held liable in accordance with national law.’;
(e) in paragraph 5, the first subparagraph is replaced by the following:‘The civil liability of a company for damages as referred to in this Article shall be without prejudice to the civil liability of its subsidiaries or of any direct and indirect business partners in the chain of activities of the company.’;
(f) paragraph 7 is deleted;
(21) Article 36 is amended as follows:(a)paragraph 1 is deleted;(b)paragraph 2 is amended as follows:(i)the introductory wording is replaced by the following: ‘By 26 July 2031, and every five years thereafter, the Commission shall submit a report to the European Parliament and to the Council on the implementation of this Directive and its effectiveness and efficiency in reaching its objectives, in particular in addressing adverse impacts. The report shall be accompanied, if appropriate, by a legislative proposal. The first report shall, inter alia, assess the following issues:’ ;(ii)in point (b), the third indent is replaced by the following:‘–whether the thresholds regarding the relevant turnover and, for companies which are formed in accordance with the legislation of a Member State, the number of employees laid down in Article 2 need to be revised and whether a sector-specific approach needs to be introduced in high-risk sectors, and, in particular, whether companies with a relevant turnover of more than EUR 450 000 000 and, for companies which are formed in accordance with the legislation of a Member State, more than 1 000 employees on average during the financial year and, in addition to that, companies operating in high-risk sectors should be covered by this Directive;’;(iii)point (e) is deleted;(iv)point (f) is replaced by the following:‘(f)the effectiveness of the enforcement mechanisms put in place at national level, including their protective effects on rightsholders.’;
(a) paragraph 1 is deleted;
(b) paragraph 2 is amended as follows:(i)the introductory wording is replaced by the following: ‘By 26 July 2031, and every five years thereafter, the Commission shall submit a report to the European Parliament and to the Council on the implementation of this Directive and its effectiveness and efficiency in reaching its objectives, in particular in addressing adverse impacts. The report shall be accompanied, if appropriate, by a legislative proposal. The first report shall, inter alia, assess the following issues:’ ;(ii)in point (b), the third indent is replaced by the following:‘–whether the thresholds regarding the relevant turnover and, for companies which are formed in accordance with the legislation of a Member State, the number of employees laid down in Article 2 need to be revised and whether a sector-specific approach needs to be introduced in high-risk sectors, and, in particular, whether companies with a relevant turnover of more than EUR 450 000 000 and, for companies which are formed in accordance with the legislation of a Member State, more than 1 000 employees on average during the financial year and, in addition to that, companies operating in high-risk sectors should be covered by this Directive;’;(iii)point (e) is deleted;(iv)point (f) is replaced by the following:‘(f)the effectiveness of the enforcement mechanisms put in place at national level, including their protective effects on rightsholders.’;
(i) the introductory wording is replaced by the following: ‘By 26 July 2031, and every five years thereafter, the Commission shall submit a report to the European Parliament and to the Council on the implementation of this Directive and its effectiveness and efficiency in reaching its objectives, in particular in addressing adverse impacts. The report shall be accompanied, if appropriate, by a legislative proposal. The first report shall, inter alia, assess the following issues:’ ;
(ii) in point (b), the third indent is replaced by the following:‘–whether the thresholds regarding the relevant turnover and, for companies which are formed in accordance with the legislation of a Member State, the number of employees laid down in Article 2 need to be revised and whether a sector-specific approach needs to be introduced in high-risk sectors, and, in particular, whether companies with a relevant turnover of more than EUR 450 000 000 and, for companies which are formed in accordance with the legislation of a Member State, more than 1 000 employees on average during the financial year and, in addition to that, companies operating in high-risk sectors should be covered by this Directive;’;
‘– whether the thresholds regarding the relevant turnover and, for companies which are formed in accordance with the legislation of a Member State, the number of employees laid down in Article 2 need to be revised and whether a sector-specific approach needs to be introduced in high-risk sectors, and, in particular, whether companies with a relevant turnover of more than EUR 450 000 000 and, for companies which are formed in accordance with the legislation of a Member State, more than 1 000 employees on average during the financial year and, in addition to that, companies operating in high-risk sectors should be covered by this Directive;’
(iii) point (e) is deleted;
(iv) point (f) is replaced by the following:‘(f)the effectiveness of the enforcement mechanisms put in place at national level, including their protective effects on rightsholders.’;
‘(f) the effectiveness of the enforcement mechanisms put in place at national level, including their protective effects on rightsholders.’
(22) in Article 37, paragraph 1 is replaced by the following:‘1. Member States shall adopt and publish, by 26 July 2028, the laws, regulations and administrative provisions necessary to comply with this Directive. They shall forthwith communicate the text of those measures to the Commission.They shall apply those measures from 26 July 2029 with the exception of the measures necessary to comply with Article 16, which Member States shall apply for financial years starting on or after 1 January 2030.When Member States adopt those measures, they shall contain a reference to this Directive or be accompanied by such a reference on the occasion of their official publication. Member States shall determine how such reference is to be made.’.
art_5 #art_5

Article 5

  1. Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with Articles 1, 2 and 3 by 19 March 2027. They shall immediately communicate the text of those measures to the Commission.

Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with Article 4 by 26 July 2028. They shall immediately communicate the text of those measures to the Commission.

When Member States adopt those measures, they shall contain a reference to this Directive or be accompanied by such a reference on the occasion of their official publication. Member States shall determine how such reference is to be made.

  1. Member States shall communicate to the Commission the text of the main measures of national law which they adopt in the field covered by this Directive.
art_6 #art_6

Article 6

This Directive shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

art_7 #art_7

Article 7

This Directive is addressed to the Member States.

Provenance and validity dates, identifier, hash
as of2026-02-24 → this version applied
valid2026-02-24 → open publisher-asserted
typeDIR Directive (EU) 2026/470 of the European Parliament and of the Council of 24 February 2026 amending Directives 2006/43/EC, 2013/34/EU, (EU) 2022/2464 and (EU) 2024/1760 as regards certain corporate sustainability reporting requirements and certain corporate sustainability due diligence requirements (Text with EEA relevance)
languageen
published2026-02-24
lex_ideu-eurlex:32026l0470:2026-02-24
record sha2561c1914185f0226974cf1df3edfd450755c8a36df94d3e43cb799adf718a4fd47
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