Last Updated on September 16, 2024
On 10 September 2024 Italian Legislative Decree No. 125 of 6 September 2024 was published, implementing Corporate Sustainability Reporting Directive No. 2022/2464 (the so-called CSRD Directive). It sets out a detailed regulatory framework to improve the transparency and disclosure by companies of information on the environmental, socialand governance impacts of their economic activities.
The obligation to provide information about sustainability issues is already in force in Italy, pursuant to Legislative Decree No. 254/2016 (now repealed), for certain public interest entities (i.e. banks and insurance and reinsurance companies) and takes the form of the drafting of an ‘individual non-financial statement’ (also known as an NFS).
The provision in question replaces the NFS with a new report with broader and more specific contents. From a subjective point of view, in fact, it includes information not only about the company or its group, but also about the players right along the so-called value chain; from an objective point of view, the new disclosure obligations concern not only the impact of the company’s operations on sustainability issues, but also the ways in which these issues affect the company’s development and performance (so-called principle of double materiality).
In particular, Italian companies are now required to include in their management report a section called ‘individual sustainability report’, clearly identifiable, that provides all their sustainability related information, including financial details. In line with the reporting principles defined at European level (the so-called ESRS) these disclosures must include details about personnel relating to working conditions (e.g. working hours, wages, employee information, consultation and participation rights as well as health and safety), equal treatment (e.g. gender equality, disability and diversity) and other labour-related rights (e.g. child labour, forced labour, confidentiality). These data must refer not only to the company’s own workforce, but also to that of its business partners. In order to identify the relevant information and the means for obtaining and verifying it, the company must discuss the matter with employee representatives.
The report must also be the subject of a statement of compliance issued by a statutory auditor or auditing firm with the aim of ensuring greater reliability for the information it contains. The sustainability report and relevant certificate of conformity must be prepared and publicised within the terms and in the manner laid down by the civil code for financial statements as well as on the company’s website or, failing that, made available in hard copy to anyone who requests the same.
Application of the new reporting obligations will come into force gradually over time depending on the recipients and, specifically, starting from the financial year beginning on:
– 1 January 2024 (or a later date), for large companies and parent companies of large groups with more than 500 employees (including on a consolidated basis) that are public interest entities (e.g. listed companies, banks, insurance and reinsurance companies);
– 1 January 2025 (or a later date), for all other large companies and parent companies of large groups;
– 1 January 2026 (or a later date), for small and medium-sized listed companies, small and non-complex credit institutions and captive insurance and reinsurance undertakings;
– 1 January 2028 (or a later date) for non-EU companies.
Micro-enterprises are however excluded from the scope of the measure.
The size of the company (large, small and medium, micro) is identified in the Decree according to their balance sheet, net revenue and the number of employees during the financial year. It is up to the directors to ensure that the accounts are drawn up in accordance with the measure and to supervise compliance with its provisions, reporting the same to the Shareholders’ Meeting in the annual report.
Toffoletto De Luca Tamajo is at your disposal to identify the areas regarding which new information should be provided (i.e. health and safety, training, working hours, wages, etc.) as well as the concrete actions to be taken to pursue ESG objectives.
Per maggiori informazioni: comunicazione@toffolettodeluca.it
