The European CSRD (Corporate Sustainability Reporting Directive), which aims to improve and harmonize the disclosure of environmental, social and governance (ESG) information by companies, came into force on January 1, 2024. In France, its provisions were transposed by the Ordinance of December 6, 2023, which itself came into force on January 1, 2024.
This new regulation replaces the previous directive, the Non Financial Reporting Directive (NFRD), which applied only to large European Union (EU) companies with more than 500 employees, and broadens its scope in order to reinforce European corporate transparency and comparability objectives, with the aim of aligning them with the UN’s Sustainable Development Goals (SDGs).
The information required concerning a company’s ESG (environmental, social and governance) issues is more precise, coherent and transparent than before, thanks in particular to the introduction of the following new features:
– the introduction of the concept of double materiality: ESG data will have to be analyzed and published according to the criteria of financial materiality (taking into account the impact of sustainability issues on the company’s financial performance) and impact materiality (taking into account the company’s impact on its environment, on society and on the economy);
– the creation of European Sustainability Reporting Standards (ESRS) standardizing the information to be provided, divided into four main categories of sustainability issues: general, environmental, social and governance;
– the location of the non-financial report in a dedicated section of the annual management report;
– the obligation to publish the report in a specific electronic format (European Single Electronic Format (ESEF));
– auditing of the report by a statutory auditor or an independent third-party organization.
1. Companies covered by the new directive
– companies exceeding two of the following three thresholds at the end of the fiscal year:
• more than 250 employees
• 25 million euros balance sheet
• 50 million euros turnover
– small and medium-sized enterprises (excluding micro-enterprises with fewer than 10 employees) if they are public-interest entities (listed on the stock exchange; insurance companies and credit institutions);
– non-European companies with annual turnover in excess of €150 million over the last 2 years, on the EU market. Subsidiaries of these groups, which must communicate on their parent company’s CSR approach.
Certain exemption rules apply to subsidiaries and consolidating companies of a large group, subject to certain conditions.
2. Timetable for implementation
The regulations will be phased in gradually up to 2027, according to the following timetable:
– first report to be presented in 2025 (covering the 2024 financial year) for very large listed companies that already produce non-financial reports;
– first report to be presented in 2026 (covering the 2025 financial year) for large listed and unlisted companies not already carrying out non-financial reporting;
– first report due in 2027 (covering the 2026 financial year) for listed SMEs.
3. Penalties
In the event of non-compliance with the new reporting obligations, the penalties already applicable to failure to draw up or approve a management report will apply. The following additional penalties are also provided for:
– a fine of 30,000 euros and up to 2 years imprisonment for failure to audit the non-financial report;
– a fine of 75,000 euros and up to 5 years imprisonment for obstructing the auditors’ verifications or controls.
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To help you anticipate the obligations that your company will soon have to meet under these new European regulations, don’t hesitate to ask our corporate team for assistance.
Philippe Schmidt
Aude Le Tannou
Sara Buonomo
