It is seen as a milestone on the road to sustainable development. On Friday morning, March 10 at 1.40 am, the German Bundestag passed the law to strengthen companies’ non-financial disclosure in their management reports and group management reports (Gesetz zur Stärkung der nichtfinanziellen Berichterstattung der Unternehmen in ihren Lage- und Konzernlageberichten). The somewhat cumbersomely titled act of parliament makes it mandatory for large publicly traded companies to provide standardised, measurable information on the impacts their business practices have on society and the environment.
The new legislation will apply retroactively as of 1 January 2017, and will thus apply for fiscal 2017. Comparable regulations apply throughout the EU, which adopted a directive on the disclosure of information on CSR accountability in October 2014. Germany has now translated this directive into national law. All EU member states were required to translate the directive into national law by 6 December 2016 but not all of them reached this aim yet. However, in a final step some points required additional discussion and consultation within Germany’s grand coalition government. At the end of March the bill still needs to be adopted by the second chamber of the German parliament, the Bundesrat, but no difficulties are anticipated. The bill is what is known in German as an Einspruchsgestz, or ‘objection bill’, which means that the consent of the Bundesrat is not required, although it does have to option of lodging objections which must then be considered again in the Bundestag.
You will find more detailed information on the new law in the link list below. Here, for affected companies in Germany, we list the most important changes made to the government bill dated October 2016 during its passage through the Bundestag.
- What remains unchanged: The most important provisions remain unchanged. As of fiscal 2017 all publicly traded companies, credit institutes and insurance companies will be required to report on their CSR activities. The obligation applies to capital market oriented companies that on average over the fiscal year have a workforce of over 500 and a balance sheet total of more than 20 million euros or turnover of more than 40 million euros.
- Equally, the options on how a company chooses to disclose non-financial information remain unchanged: the information may be integrated into the annual report, published parallel to the annual report or published later than the annual report, within a defined time limit. Where a separate CSR report is produced, the company must ensure that it is available on the company’s website for a period of ten years.
- Minor changes – auditing obligation: As was the case in the earlier bill, there is no obligation for a company to have an external CSR audit conducted. Companies which do contract an external auditor are, however, obliged to publish the results of this audit along with the report. The obligation to disclose the audit results will apply only as of fiscal 2019 and not with immediate effect, as the earlier bill stipulated.
- NEW – Publication deadlines: The earlier bill stipulated that reports published in parallel must be published six months after the balance sheet date. This period has now been shortened to four months after the balance sheet date, i.e. to the same period that applies for the group management report.
- NEW – Subsidiary companies: The situation of subsidiary companies has been simplified. The earlier bill stipulated that subsidiaries of companies with registered headquarters in the EU were not required to provide nonfinancial information for its own entity. The latest wording extends this to subsidiaries of companies with registered headquarters outside the EU – provided the parent company already publishes nonfinancial information that complies with the EU regulations.
- NEW – Reporting standards: It is up to companies to decide on the standard under which they report. The earlier bill stipulated that ‘national, European and international frameworks’ could be used. The latest wording contains a new provision under which companies must as well provide the reasons for their decision if they decide not to use any of the existing standards.
What about companies that already report under the Sustainability Code? According to a juridical statement published 2015, the Sustainability Code is compatible with the EU Directive. The German Council for Sustainable Development will be obtaining another legal opinion on the basis of the final version of the legislation. We will inform you as soon as it is available.