CSRD Directive: Italian Council of Ministers approves Transposition Decree

veröffentlicht am 14. Oktober 2024 | Lesedauer ca. 4 Minuten

On 30 August, the Council of Ministers completed the transposition of EU Directive 2022/2464, known as the CSRD Directive (Corporate Sustainability Reporting Directive), which officially leads to the adaptation of national legislation for corporate sustainability reporting.

The Council of Ministers, as stated in the communiqué issued by the Presidency of the Council itself, ‘approved in its final examination a legislative decree on the transposition of Directive (EU) 2022/2464, amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU with regard to corporate sustainability reporting, and for the adaptation of national legislation’.

In practical terms, a legislative decree has been issued that transposes the Corporate Sustainability Reporting Directive (CSRD) or Directive 2022/2464/EU, replacing the DNF Non-Financial Declaration, reinforcing reporting obligations that are not strictly financial. It also outlines new obligations for small and medium-sized enterprises (excluding micro-enterprises) in the area of reporting information necessary for understanding the impact of the company on sustainability issues and how these issues affect the performance of the company itself and its results.

Some of the changes made to the draft legislative decree transposing Directive (EU) 2022/2464 (CSRD) on corporate sustainability reporting are the new thresholds for the definition of listed SMEs and the change to the sanctions regime on auditing activities. Compared to the version submitted for consultation, the area of application of the reporting obligations to listed SMEs has been extended by changing the employment parameter. While in the draft submitted for consultation the range was ‘greater than 50 and less than 250’, according to the version submitted to the CoM the average number of employees during the financial year must be ‘not less than 11 and not more than 250’, Therefore, listed SMEs are companies with securities admitted to trading on regulated markets in Italy or in the European Union that at the balance sheet date, in the first financial year of activity or subsequently for two consecutive financial years, fall within at least two of the following ranges:

balance sheet total greater than EUR 450 thousand and less than EUR 25 million
net revenues from sales and services of more than EUR 900 thousand and less than EUR 50 million;
average number of employees employed during the financial year not less than 11 and not more than 250.

On the other hand, the scope of application has not been changed to extend the obligations to large cooperatives, which are not mentioned in Article 2(1) of the decree identifying the entities to which it applies, even though, pursuant to Article 2519 of the Civil Code, they fully apply the accounting and auditing rules of corporations.

The sanction provisions related to Econ (Security and Exchange Commission)'s measures on attestation activities were then amended (Article 26-quater, Legislative Decree No. 39/2010). It has been established that, for the two years following the entry into force of the decree, administrative fines may not exceed EUR 125 thousand for auditing firms and EUR 50 thousand for sustainability auditors. Furthermore, for the purposes of determining the type and amount of the sanctions for auditors and auditing companies, it is provided that Econ shall take into account the procedures adopted by the company's board of directors or the circumstance that the violation is related to the omission or disclosure of information by companies included in the value chain that are not subject to the control of the same company.

The main stages of CSRD can be summarised as follows.

From 1^st January 2024 (publication in 2025)

The obligation is triggered for companies already subject to the DNF, i.e. large companies and parent organisations of large groups with more than 500 employees that are public interest entities.

From 1^st January 2025 (publication in 2026)

The obligation is triggered for large enterprises and parent organisations of large groups that fall under at least two of these three parameters: number of employees over 250, turnover of EUR 50 million, balance sheet total of EUR 25 million.

From 1^st January 2026 (publication in 2027)

The obligation also extends to listed small and medium-sized companies, smaller credit institutions, and insurance and reinsurance companies.

From 1^st January 2028 (publication in 2029)

At this stage, the obligation will apply to subsidiaries and branches of large international organisations based in non-EU countries that have generated net revenues in EU markets in excess of EUR 150 million in the last two consecutive financial years, both in terms of product sales and service provision.