Published and draft legislation - European Union

Non-Financial Reporting Directive

Directive 2014/95/EU, 22nd October 2014

After just one year of debate, the European Union has approved the Non-Financial Reporting Directive (2014/94/EU), which establishes the framework in which the member states must implement the non-financial reporting model for their large corporations in their respective countries. Approximately 6,000 companies are thought to be obliged to publish such information in their annual reports for 2016. For the first time, rather than requiring such disclosure under a corporate social responsibility regulation, it is made obligatory by amending the fourth and seventh accounting directives of the European Union.

The Directive consolidates the tendency to make the principal corporate social responsibility standards part of ordinary management reporting. They thus come to be included within the annual report on companies’ performance. The Directive will be applicable to all enterprises with over 500 workers, but not the subsidiaries whose earnings are consolidated upwards for reporting purposes.

It also establishes that companies must report on matters relating to the environmental impact of their activity, its effects on health and safety, greenhouse gases, use of renewable energy, water and air pollution, social policies and employee policies, equal opportunities, working conditions, respect for trade union rights, dialogue with local communities and actions to safeguard and develop them. It also mentions more general aspects, such as the protection of human rights and measures for preventing abuse, both of which had already been defined in specific regulations; relations with employees, customers, suppliers, etc.

Companies must explicitly describe the measures they adopt to fight against corruption and bribery, and the instruments they apply to avoid malpractices.

In connection with each of the points mentioned above, the information must include a brief description of the business model, the policies and controls applied; the results obtained; and the risks linked to proprietary trading, third-party trading, products and services of the company that may impact any of them. It must also describe the way in which the company is managing them and the specific non-financial indicators of the sector.

The Directive does not specify any particular format for reporting, but refers to national and international standards of financial reporting. The only condition is that the company must indicate which standard it is using. The European Commission has announced the publication of guidelines with key indicators to facilitate “pertinent, useful and comparable” dissemination of their non-financial results. Although they will not be obligatory, they should help companies draw up the information.  

Another aspect encouraging the modification of the accounting directives is the EU’s commitment to gender diversity in European enterprises. Regarding this specific issue, the Directive indicates that listed companies must report on their diversity policy, targets and results with respect to the governing, management and supervisory bodies, disclosing indicators such as age, sex, geographic origin, training and professional experience.

Under the comply or explain principle, widely used in corporate governance codes, if the company cannot reveal certain information, it must explain the reasons, envisaging a possibly adverse impact. Listed companies that do not have diversity policies may justify their lack of information in this area under this principle. This has made the transposition of the standard by EU member states more flexible.

When it comes into force at a national level, the company’s financial auditor must check that the information is included in the management report. When transposing the Directive, member states may establish the degree of external auditing that the information must receive.

The new Directive underlines the value of non-financial reporting and the value of intangible aspects, branding and reputation. These can provide an exceptional competitive advantage to the companies that wish to be on the cutting edge in the future.