Legislative Decree No. 125/2024, published in the Official Gazette on September 10, 2024 (S.G. 212), transposes EU Directive 2022/2464, known as the Corporate Sustainability Reporting Directive (CSRD). The Decree establishes the framework for preparing sustainability information to be included in the Management Report.
Some of the main points described in the Decree are:
- Obligations from January 1, 2024: Large companies and parent companies of large groups with over 500 employees and of public interest must start providing sustainability information.
- Obligations from January 1, 2025: Other large companies and parent companies of large groups not already obliged must comply with sustainability information.
- Definition of large companies: Entities that exceed two of the following limits for two consecutive years:
- Total assets: 25 million euros
- Net revenues: 50 million euros
- Average number of employees: 250
- Exemptions for unlisted groups: Subsidiaries can be exempted if the parent company reports sustainability information in the consolidated financial statements.
- Obligations from January 1, 2026: Listed SMEs must comply with sustainability information.
- Definition of listed SME: Companies with traded securities that fall within at least two of the following ranges:
- Total assets: 450,000 – 25,000,000 euros
- Net revenues: 900,000 – 50,000,000 euros
- Average number of employees: 11 – 250
- Option for derogation for listed SMEs: Possibility of not applying the rule until 2028, explaining the reasons.
In summary, the decree introduces gradual obligations for companies of different sizes and types, with the aim of improving transparency and accountability in sustainability matters.
The Decree also proposes amendments to Legislative Decree 39/2010, specifying that the “sustainability auditor” can be the same auditor of the financial statements or a different auditor. To obtain the qualification to issue attestations on the compliance of sustainability reporting, an internship of at least 8 months is required. Additionally, auditors must annually acquire at least 25 training credits, of which at least 10 in statutory auditing and 10 in sustainability. The transitional provisions allow those registered in the Register of Statutory Auditors by January 1, 2026, to be considered qualified without the obligation of internship and examination, provided they have earned at least 5 annual training credits in sustainability subjects and submit an application for qualification. Finally, the directive amends the civil code regarding the limits for the preparation of the financial statements for companies in abbreviated form and for micro-enterprises.
