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What the New EU Corporate Sustainability Reporting Directive (CSRD) Means for US Businesses

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As of mid-2022, 702 companies on the Forbes 2000 have made net-zero pledges. Whether your organization has made a pledge or plans to make one soon, there’s a massive difference between pledging net-zero and achieving it. Do you have a clear roadmap for your sustainability journey? What are the right steps to consider in 2023 to achieve 2040 net-zero carbon, water, and waste goals? It’s time to create a clear roadmap.

The new EU rule will subject 49,000 companies to new reporting requirements—including some US businesses.

The Corporate Sustainability Reporting Directive (CSRD), which was passed by the European Union (EU) Council on November 28, 2022 to replace the Non-Financial Reporting Directive (NRFD), is the European Commission’s (EC) first common reporting framework focused on non-financial Environmental, Social, and Governance (ESG) data and will require companies to disclose how sustainability issues affect their organizations and the overall environment. The new rule will affect nearly 50,000 companies—which is 4x the number of companies that were affected under the NRFD—and is expected to go into effect for the 2024 reporting year for some companies, with first disclosure submissions due in 2025. Some United States (US)-based companies will also be subject to the rule.

CSRD Timeline
  • April 21, 2021: Initial EU Directive proposals issued
  • February 22, 2022: Targeted revisions to the EU Directive proposals issued
  • June 21, 2022: European legislative bodies reached a provisional agreement on the CSRD
  • November 10, 2022: EU Parliament adopted the CSRD proposal
  • November 28, 2022: EU Council adopted the CSRD
  • January 1, 2024: the CSRD first goes into effect, with first reports due in 2025

CarbonBetter helps organizations take proactive steps to ensure compliance with potential new regulations, including the CSRD, the proposed SEC rule, and the proposed federal supplier rule. Reach out today to get started.

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The CSRD Will Replace the NFRD

The purpose of the CSRD is to help investors, consumers, and other key stakeholders evaluate companies’ non-financial performance by revising and strengthening the existing requirements of the NFRD. This intent is similar to the proposed US Securities and Exchange Commission (SEC) rule, which would affect public companies in the US and aims to improve the accuracy, reliability, consistency, and integrity of climate-related disclosures that investors can use to make sound investment decisions.

The NFRD will ensure that companies report reliable and comparable sustainability information that investors and other stakeholders need. Notably, the CSRD will require mandatory disclosure of certain requirements, whereas the NFRD did not.

The CSRD extends the scope of the reporting obligation to more companies, requires third-party audits of reported information, introduces more detailed reporting requirements, and updates the format for the reported information.

Here are the key changes introduced by the CSRD:

RequirementNFRD (old)CSRD (new)
Companies that are required to reportLarge public interest companies with more than 500 employees (companies listed in the EU regulatory market, banks, insurance companies)Listed companies and all large companies that meet at least two of the following criteria:
– More than 250 employees
– More than €40 million turnover
– More than €20 million in total assets
When do the requirements go into effect?20192024
How many companies will need to comply with the requirements?11,600 companies49,000 companies
Scope of the requirementsEnvironmental protection

Social responsibility and treatment of employees

Human rights

Anti-corruption and bribery

Diversity on company boards
NFRD requirements plus:

Disclosure of information about intangibles (including social, human and intellectual capital)

Additional forward-looking information

Reporting that is consistent with the Sustainable Finance

Disclosure Regulation (SFDR) and the EU Taxonomy

Double-materiality concept, which expands the consideration of sustainability beyond a company’s capital market value to include the company’s wider effects on society and the environment
AssuranceNot requiredMandatory

“Reports often omit information that investors and other stakeholders think is important. Reported information can be hard to compare from company to company, and users of the information are often unsure whether they can trust it.”

THE EUROPEAN COMMISSION ON whY there WAS a need to UPDATE THE NFRD
SUSTAINABILITY REPORTING OVERVIEW

Sustainability reporting serves as a valuable tool to achieve corporate commitments and better manage climate-related business risks. This white paper walks you through what’s typically included and what should be considered.

CSRD + EU Taxonomy Alignment

The EU Taxonomy establishes a common classification system to measure which economic activities are environmentally sustainable within the context of the European Green Deal.

The EU Taxonomy exists to help scale up sustainable investments and combat the greenwashing of “sustainable” financial products. It supports companies in transitioning to climate neutrality and a sustainable economy by translating climate and environmental objectives into clear criteria to create a common language around green activities. The EU Taxonomy will ensure that companies falling under the scope of the CSRD disclose their environmental performance information and their Taxonomy-aligned economic activities.

Which Companies Are Affected?
Criteria for disclosure requirements

The following companies will have to follow the disclosure requirements laid out in the CSRD:

  1. Large EU companies (including subsidiaries and branches of non-EU parent companies) exceeding at least two of the following criteria:
    • 250 employees on average over the financial year
    • A balance sheet total of €20 million
    • A net turnover of €40 million
  2. Companies listed on the EU regulatory market, regardless of size
  3. Non-EU companies that have a turnover greater than €150 million in the EU
What does this mean for US Companies?

As noted above, US companies that have a turnover greater than €150 million in each of the past two years consecutively, or subsidiaries of US companies that are located in the EU and meet the requirements above, will have to comply with the CSRD requirements.

CSRD (EU) vs. the Proposed SEC Climate Disclosure Rule (US)

The CSRD and the proposed SEC Climate Disclosure Rule are both aimed at standardizing and improving access to corporate sustainability disclosure information for investors. While there are many similarities between the already-passed CSRD and the proposed SEC Climate Disclosure Rule as it’s currently written, there are critical differences as well.

Below are some of the similarities and differences to keep in mind for US-based companies that may be affected by either of these rules (or both), now or in the future.

Similarities:
  • Both make climate disclosure mandatory for certain companies.
  • The goal for both is to make the reporting process more transparent and standardized.
Differences:
  • Notably, the CSRD has been passed into law and is set to go into effect for the 2024 reporting year, with the first submissions coming in 2025. In comparison, the SEC Climate Disclosure Rule is only a proposed rule at this stage.
  • The CSRD affects companies operating in the EU (including some US businesses and/or their subsidiaries), whereas the SEC Climate Disclosure Rule would affect publicly traded US businesses.
  • The proposed SEC climate rule would require affected companies to report their Scope 1 and Scope 2 greenhouse gas (GHG) emissions and climate-related risks that could potentially affect their financial stability. By contrast, the CSRD disclosures will require companies to report information on their business model and strategy, risks, targets and progress, and due diligence processes with regard to sustainability matters, including both qualitative and quantitative data about these issues. Crucially, CSRD uses “double materiality,” which means companies have to report how sustainability issues affect their business as well as their business’ impact on people and the environment.
When will the CSRD Go Into Effect?

The chart below shows when the CSRD will go into effect based on company type:

Company TypeEffective DateYear of First Report
Companies subject to the existing NFRDJanuary 1, 20242025
Large companies not currently subject to the NFRD*January 1, 20252026
Small and medium-sized companies listed on the EU-regulated market**January 1, 20262027***
Non-EU parent companies****January 1, 20282029
* Large companies, as defined previously in this post.
** All companies listed on the EU-regulated market that don’t meet the criteria of a large business, as defined previously in this post.
*** Small and medium-sized businesses can opt out of CSRD reporting until 2029.
**** With a net turnover of at least €150 million in each of the past two consecutive years.
CSRD Requirements

Businesses affected by the CSRD will be required to file an annual report using the CSRD’s forthcoming sustainability taxonomy on how sustainability influences their business, as well as the company’s impact on people and the environment. The CSRD requirements are as follows:

  1. Prepare and submit a report: A company’s first CSRD report will be due in early 2025 based on the company’s 2024 fiscal year environmental performance.
  2. Track and disclose the required information: CSRD reports must include management commentary and data on a company’s:
    • Materiality process to select material ESG themes, topics, risks, and focus areas
    • Sustainability and ESG performance targets, goals, and progress
    • Sustainability risks (including climate change) affecting the company, as well as the organization’s operating impacts on society and the environment
    • How sustainability and ESG risks could impact or are impacting operating results and business performance
    • Environmental protection policies and actions
    • Social responsibility and treatment of employees
    • Respect for human rights
    • Anti-corruption and bribery practices
    • Corporate board diversity
    • Important social, human, and intellectual capital
  3. Digital data and tagging: Companies must prepare their financial statements and management statement in XHTML format in accordance with the European Single Electronic Format (ESEF) regulations and the EU sustainability taxonomy, then digitally ‘tag’ their reported sustainability information according to a digital categorization system specified by the CSRD regulation.
  4. Third-party assurance: Organizations reporting under the CSRD will also be required to seek “limited” assurance of the sustainability information they disclose from a neutral, trusted, and experienced third party who reviews the data. “Limited” assurance is less strict than a financial audit but still requires working with an independent sustainability reporting partner organization or auditor.
EFRAG Project Task Force

The European Financial Reporting Advisory Group (EFRAG) has been charged with helping to develop further disclosure requirements and recently published exposure drafts of the Electronic Subcontracting Reporting System (ESRS) that will inform further obligations under the CSRD. The ESRS Exposure Drafts (EDs) prepared by the EFRAG Project Task Force on European Sustainability Reporting Standards (EFRAG PTF-ESRS) were open for comment from April 30 – August 8, 2022. The group amended the draft based on the comments received, and the draft is now under review by the European Commission. The European Commission will consult EU bodies and Member States on the draft standards before adopting the final standards as delegated acts in June 2023, followed by a scrutiny period by the European Parliament and Council.

Conclusion

If your company is affected by the upcoming CSRD regulations, the right sustainability partner will be critical in meeting the requirements set out in the directive. CarbonBetter helps organizations navigate the complexities of voluntary and mandatory climate-related efforts, including the CSRD, the proposed SEC rule, and the proposed federal supplier rule. Reach out today with questions or to get started.


Dominic Sung

About the Author

Dominic Sung is Director of Business Development for CarbonBetter. He joined the company in 2022 with a focus on growing the Climate Services business by partnering with clients on their sustainability journey to measure, report, and reduce their emissions in a transparent, traceable, and pragmatic way.


Does the CSRD apply to US companies?

Yes, if they meet the criteria for a “large” company under the rule and operate in the EU. The Corporate Sustainability Reporting Directive (CSRD) affects large companies operating in the EU (including some US businesses and/or their subsidiaries). If you are unsure whether or not your organization will be subject to the new rule, contact us—we can help.

Is the CSRD mandatory?

Yes, for companies that meet the criteria of a “large” company operating in the EU. The requirements laid out in the Corporate Sustainability Reporting Directive (CSRD) are mandatory for all large businesses operating in the EU, including some subsidiaries/branches of US companies, as well as companies listed on the EU regulated market.

What is the difference between the NFRD and the CSRD?

The NFRD and CSRD are both EU directives for the documentation of non-financial data. The CSRD is an improved version of the NFRD, requiring mandatory disclosure and third-party auditing, where the NFRD did not, and affecting 49,000 organizations compared to the 11,000 organizations affected under the NFRD.

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