The Council of the European Union has adopted a directive for the disclosure of non-financial and diversity information by certain large companies. The decision was taken at a meeting of the General Affairs Council on 29 September 2014 and Member states will have two years to incorporate the new provisions into domestic law (they will be applicable in 2017).
The new measures will require certain large EU companies to draw up, on a yearly basis, a statement relating to environmental, social and employee-related matters, respect for human rights, anti-corruption and bribery matters. The statement will have to include a description of the policies, outcomes and risks related to these matters.
The Regulations (47/14 and 13265/14 ADD 1 REV 1) which include 'comply or explain' provisionis, contain the following main features:
Scope The new provisions will be applicable to public interest entities over 500 employees. Public interest entities are companies, such as listed undertakings, banks, insurance companies or undertakings which are of significant public relevance because of the nature of their business, their size or their corporate status. Therefore small and medium-sized companies will be exempted from the new reporting obligation. Some 6.000 public interest entities in the EU would fall under the scope of the directive.
Diversity policy A description of the diversity policy applied for the undertaking’s administrative, management and supervisory bodies with regard to aspects such as age, gender, educational and professional background, will be added in the corporate governance statement (provided for in article 20 of directive 2013/34/EU).
Country by country reporting on taxes On a report to be delivered by 21 July 2018 by the Commission, it will have to be considered the possibility of introducing an obligation requiring large undertakings to produce, on an annual basis, a country-by-country report for each member state and third country in which they operate, containing information on profits made, taxes paid on profits and public subsidies received. The report will take into account developments to increase transparency in financial reporting carried out at international level. Country-by-country reporting in the extractives sector has already been legislated by the EU under directive 2013/34/EU.
Transposition period Member states will have two years to incorporate the new provisions into domestic law, which will be applicable in 2017.