La nouvelle directive CSRD sur le reporting de durabilité des sociétés

On 17 January 2023, the Autorité des marchés financier (AMF) issued a press release about the publication on 17 January 2023 of the new Corporate Sustainability Reporting Directive (CSRD), and informs about the first set of drafts of the European sustainability reporting standards (ESRS) published on 23 November 2022.
Indeed, the current Non-Financial Reporting Directive (NFRD) will soon be replaced by the new and more ambitious CSRD, which will progressively enter into application starting on 1 January 2024. In order to accompany companies in the application of this new directive, the AMF wishes to remind the entities under its supervision about the main provisions of the CSRD.
The main objective of CSRD is to harmonize companies‘ sustainability reporting and to improve the availability and quality of Environmental, Social and Governance (ESG) disclosures. The CSRD amends four existing European legislations: the Accounting Directive, the Transparency Directive, the Audit Regulation, and the Audit Directive. The main changes introduced by the CSRD in comparison with NFRD are the following:
– Expansion of the scope: a significantly higher number of companies fall within the scope of the new directive, compared with NFRD. In particular, all companies listed on regulated market (except micro-undertakings) will be concerned with this new reporting obligations (i.e. section „scope of the CSRD directive“).
– More stringent and harmonized reporting obligations: following a principle of „double materiality“, companies have to report detailed information on their material sustainability risks, opportunities and impacts according to European sustainability reporting standards (ESRS). These standards, that cover all environmental, social and governance matters will be adopted by way of delegated acts by the European Commission (See „Focus“ section below).
– Mandatory location of sustainability information in a dedicated section of the management report.
– Single electronic reporting format: companies will have to prepare their management report, including the sustainability statement, in a xHTML electronic format. In addition, sustainability information will have to be marked-up in accordance with a to-be-adopted digital taxonomy.
– Mandatory assurance of sustainability information, to be conducted by statutory auditors or independent assurance providers. The CSRD requires first a „limited assurance“ level and introduces a possible transition to „reasonable assurance“ from 2028. In addition, assurance providers will have to apply European assurance standards as well as the new requirements set out in the Audit directive and regulation for the assurance of sustainability reporting.
Of note, the CSRD provides for the creation of detailed European sustainability reporting standards (ESRS) to foster the publication of quality and comparable ESG data. Different types of standards will be progressively adopted by means of delegated acts. The European Commission (EC) has mandated the European Financial Reporting Advisory Group (EFRAG) to prepare these reporting standards. On 23 November 2022, EFRAG delivered twelve draft standards as part as the first set of ESRS.
The requirement to deliver sustainability statement under CSRD progressively applies to financial and non-financial companies which are within the scope of the Accounting Directive and/or the Transparency Directive and which correspond to one of the following categories: companies listed on EU regulated markets; large European companies with a balance sheet total exceeding €20 million and a net turnover exceeding €40 million at the balance sheet date; or European branches and/or subsidiaries whose third-country groups have a European turnover exceeding €150 million.
Finally, the reporting requirements will be phased in over time for different types of companies, starting in the financial year 2024, with a first reporting in 2025 for Large European and non-European companies under NFRD thresholds. Other large European and non-European companies will have to provide their first reporting in 2026, SMEs listed on EU regulated markets in 2027 with a transitional 2-year opt-out until 2029, and Other large non-European groups in 2029.