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Ministry Series 2014: 45
Corporate sustainability reporting and diversity policy
Ds 2014: 45
Corporate sustainability reporting and diversity policy
Ministry of Justice
SOU and Ds can be purchased from Fritzes customer service.
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Prime Minister, SB PM 2003: 2 (Revised 2009-05-02)
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Cover: Government Offices default.
Printing: Elanders Sweden AB, Stockholm 2014.
ISBN 978-91-38-24208-7
ISSN 0284-6012
Content
Summary ................................................. ................. 5
1 The memorandum bill ............................................... 7
1.1 Draft Law amending the Bank Act (1987: 619) ......... 7
1.2 Draft Law amending the Annual Accounts Act
(1995: 1554) ............................................. .................................... 9
1.3 Proposed Act amending the Act (1995: 1559)
Annual Accounts of Credit Institutions and Securities Companies .......... 19
1.4 Proposed Act amending the Act (1995: 1560)
annual accounts of insurance ......................................... 23
1.5 Proposed Act amending the Act (1995: 1570)
member banks ................................................. ....................... 28
1.6 Draft Law amending the Companies Act (2005: 551) ..... 30
2 EU-wide requirements on sustainability reporting ......... 33
2.1 Corporate social ................................................ ...... 33
2.2 Swedish accounting ................................................ ...... 35
2.3 EU standards in the accounting field ........................... 36
2.4 Amending Directives with new reporting requirements ........................ 37
2.5 International guidelines for sustainability reporting ............ 38
2.6 The categories of large companies, public interest entities
and large groups ............................................... .................. 39
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3 The implementation of the new EU requirements ............................ 43
3.1 Form ................................................ ............................ 43
3.2 Requirements for some companies to report on sustainability ................ 44
3.3 Sustainability Report Contents .............................................. 49
3.4 Information on future development or questions
under negotiation .............................................. .......... 53
3.5 Investment, audit and publication of
Sustainability Report ................................................. ............... 53
3.6 Sustainability report for certain groups ............................. 58
3.7 Information requirements relating to diversity policy ............................ 59
3.8 Transitional provisions and entry ......................... 62
3.9 The consequences of the memorandum proposed ............................. 63
4 Constitutional Comment ............................................... 67
4.1 The draft law amending the Bank Act
(1987: 619) ............................................. ................................... 67
4.2 The draft law amending the Annual Accounts Act
(1995: 1554) ............................................. ................................. 68
4.3 The draft law amending the Act (1995: 1559)
Annual Accounts of Credit Institutions and Securities Companies ......... 82
4.4 The draft law amending the Act (1995: 1560)
annual accounts of insurance ........................................ 86
4.5 The draft law amending the Act (1995: 1570)
member banks ................................................. ....................... 90
4.6 The draft law amending the Companies Act
(2005: 551) ............................................. ................................... 91
Appendix 1 European Parliament and Council Directive
2014/95 / EU of 22 October 2014 .......................... 95
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Appendix 2 Table of implementation of the Directive
2014/95 / EU ............................................. ................... 105
3
Summary
In autumn 2014 a directive was adopted with changes to EU accounting directives regarding the reporting of non-financial information and diversity policy. In this memorandum proposed changes in eg Annual Accounts Act (1995: 1554) on the occasion of the Directive. It is suggested that all big companies, enterprises of general interest and such a parent company of large groups shall draw up a sustainability report non-financialinformation. It is also proposed that some listed companies in its corporate governance report should disclose the diversity policy, which apply to the Board.
The legislative proposals would enter into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
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1 memorandum bill
1.1 Draft Law amending the Bank Act (1987: 619)
This provided 1 to Chapter 4 a. § 13 savings Bank Act
(1987: 619) shall have the following wording.
current wording proposed wording
Chapter 4 a.
13 § 2
The audit report shall The audit report be
contain one statement if contain one statement if
whether annual Report hair whether annual Report hair
prepared in accordance prepared in accordance
the Act (1995: 1559) Annual the Act (1995: 1559) Annual
Accounting for Credit Institutions and Accounting for Credit Institutions and
securities companies. In the statement, securities companies. In the statement,
shall specify in particular shall specify in particular
1. if annual Report gives 1. if annual Report gives
a true and fair view of the bank a true and fair view of the bank
results and financial position, and results and financial position, and
2. If the management report 2. If the management report
is compatible with the annual is compatible with the annual
1 Cf. European Parliament and Council Directive 2013/34 / EU of 26 June 2013 on the annual accounts, consolidated financial statements and related reports of certain types of companies, amending European Parliament and Council Directive 2006/43 / EC and repealing Council Directive 78/660 / EEC and 83/349 / EEC, in the wording of the European Parliament and Council Directive 2014/95 / EU.
2 Latest wording 2004: 975th
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The memorandum bill Ds 2014: 45
the other parts. the other parts.
Does not contain the annual Does not contain the annual
mixture such information mixture such information
which should be provided under the Act which should be provided under the Act on
Annual Accounts of credit Annual Report credit institutions
institutions and securities companies, and securities companies, be
should the auditors set this the auditors state that fact and, if
and, if possible, leave it is possible, submit necessary
necessary information in information in his story.
story.
First and second paragraphs
does not apply in the case of audit of
such a sustainability report
referred to in Chapter 6. 1 § Act Annual
Accounting for Credit Institutions and
securities companies and included
in the management report. IN the
part the audit report in
Instead, include a statement
whether such a report has
established or not.
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
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1.2 Draft Law amending the Annual Accounts Act (1995: 1554)
Hereby prescribed 1 in respect of the Annual Accounts Act (1995: 1554)
partly that chapter 6. 1, §§ 6 and 7 and Chapter 8. 15 a and 16 §§ will read as follows,
secondly the heading immediately before Chapter 7. § 31 shall read "Management Report, etc."
partly it is inserted five new paragraphs, Chapter 6. 10-14 §§ 7 and Chapter. 31 a §, and immediately before Chapter 6. § 10, a new heading as follows.
Proposed wording in SOU 2014: 22 Proposed wording
Chapter 6.
1 § 2
The directors' report must include a fair review of the development of the company's operations, financial position and results. When necessary for the understanding of financial statements, overview, include references to and additional explanations of amounts reported in other parts of the annual report.
Information should also be provided on
1. such conditions as not to be recognized in the balance sheet, income statement or the notes, but that are important for the assessment of the development of the company's operations, position and performance;
2. such significant events for the company that has occurred during the financial year,
3. company's likely future development including a description of the principal risks and uncertainties facing the company,
1 Cf. European Parliament and Council Directive 2013/34 / EU of 26 June 2013 on the annual accounts, consolidated financial statements and related reports of certain types of companies, amending European Parliament and Council Directive 2006/43 / EC and repealing Council Directive 78/660 / EEC and 83/349 / EEC, in the wording of the European Parliament and Council Directive 2014/95 / EU.
2 Latest wording 2010: 1515th
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4. The company's research and development,
5. The company's foreign branches,
6. The number and ratio value of the own shares held by the company, the amount of share capital that these shares represent, and the amount of the consideration paid for the shares,
7. Number and ratio value of the own shares acquired during the financial year, the share of the capital which they represent, and the amount of the consideration paid,
8. Number and quota value of the shares that have been sold during the fiscal year, the amount of share capital which they represent, and the size of the compensation that has been obtained, and
9. The reasons for acquisitions or transfers of own shares that have occurred during the financial year.
If it is essential for the assessment of the company's financial position and results, it should also be provided the following information regarding the use of financial instruments:
1. Objectives and principles of financial risk management in addition, for each major type of forecasted business transaction for which hedge accounting is used, the principles applied for hedge, and
2. exposure to price risk, credit risk, liquidity risk and cash flow risks.
In addition to the information required under first- third subparagraphs the management report contain such non-financialinformation needed for understanding the Company's performance, position or results which are relevant to the particular business, including information relating to environmental and employee matters. Companies engaged in activities that require permits or notification under the Environmental Code should always provide information on the impacts on the environment.
In addition to the information required under first- third subparagraphs the management report contain such non-financialinformation needed for understanding the Company's performance, position or results which are relevant to the particular business, including information relating to environmental and employee matters. Companies engaged in activities that require permits or notification under the Environmental Code should always provide information on the impacts on the environment. If the information is provided in such a
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of our annual report separate document referred to in § 13, they need not be provided in the management report.
Second paragraph 3-5, third paragraph and fourth paragraph does not apply to small companies.
6 § 3
Directors' Report for the companies whose transferable securities are admitted to trading on a regulated market shall include a corporate governance report, unless the company has chosen on the basis of § 8 instead establish an annual report from the separate corporate governance report.
Corporate governance report must contain information about the
1. the principles of corporate governance are applied, in addition to those required by law or regulation, and the details of these principles are available,
2. The most important elements in the company's system of internal control and risk management related to financial reporting,
3. direct or indirect shareholding in the Company, representing at least one-tenth of the voting rights for all shares in the company,
4. restrictions on how many votes each shareholder may cast at a General Meeting,
5. The provisions of the Articles of Association concerning the appointment and dismissal of Board members and amending the Articles of Association,
6. by the General Meeting not authorized the Board to resolve to issue new shares or repurchase its own shares,
7. the shareholder meeting, AGM's main decision-making rights, shareholders' rights and how these rights are exercised, to the extent that these conditions are not stipulated by law or regulation,
8. how the Board and, where appropriate, the company established committees are composed and how they work, to the extent that these benefits
8. how the Board and, where appropriate, the company established committees are composed and how they work, to the extent that these benefits
3 Latest version 2009: 34th
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conditions not stipulated by law conditions not stipulated by law
or regulation . or regulation and,
9. if the company in the last two
financial years met more
than one of the conditions a-c in Chapter 1.
§ 3, first paragraph 5, the multi-
diversity policies that apply to
if the Board, the objective of the policy,
how the policy was applied during
financial year and the result of
the.
If company not applying If company not applying
any code for Corporate governance, any Code of Corporate Governance, the
Reasons shall be stated. If state the reasons. If
the company applies a code the company applies a code
corporate governance, it should be in the company corporate governance, it should be in the company
where appropriate, indicate the parts where appropriate, indicate the parts
of the code which the company departs of the code which the company departs
from and the reasons for this. from and the reasons for this. If a
companies referred to in the second paragraph 9
do not apply any diversity
Policy Reasons shall be stated.
7, § 4
One limited company as only One limited company as only
have other transferable securities have other transferable securities
paper than shares admitted to paper than shares admitted to
trading on a regulated market trading on a regulated market
need not be in the corporate governance need not be in the corporate governance
Report to leave the Disclo- Report to leave the Disclo-
s specified in § 6, second paragraph s specified in § 6, second paragraph
1 , 7 and 8 and in the third paragraph of 1 and 7 -9 , and in the third paragraph of
same paragraph. This applies same paragraph. This applies
however, if the company's shares however, if the company's shares
traded on a trading platform traded on a trading platform
according to Chapter 1. § 5 12 Act according to Chapter 1. § 5 12 Act
(2007: 528) if Securities (2007: 528) Securities
4 Latest wording 2009: 34th
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Ds 2014: 45 The memorandum bill
market. market.
sustainability Report
§ 10
The administration report for a large company and a public-interest entity shall include a sustainability report, unless the company has chosen to under § 13 instead establish an annual report from the separate sustainability report.
The first paragraph does not apply to subsidiaries of it and all of its subsidiaries are subject to a sustainability report for the Group has been prepared by the parent company under Chapter 7. 31 a §.
§ 11
Sustainability report shall include the non-financialinformation needed for understanding the Company's performance, financial position, results and impacts of its activities, including information on matters related to environmental, social, staff, respect for human rights and anti-corruption. The information should describe
1. The company's business model,
2. The policy applied by the company in the issues, including the control procedures have been implemented,
3. The results of the policy,
4. The most significant risks related
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The memorandum bill Ds 2014: 45
issues and are linked to the company's operations, including, where appropriate, the company's business relationships, products or services that are likely to have negative consequences,
5. how it manages risk, and
6. The second non-financial conditions that are relevant to operations.
Sustainability report will also, where appropriate, include references to and additional explanations of amounts reported in the financial statements. If specific guidelines adopted in the preparation of the sustainability report, it shall be stated in the report.
If the company does not use any policy in one or more of the questions in the first paragraph should state the reasons.
§ 12
Information on impending developments or matters under negotiation do not have to be included in the sustainability report, if the board can specify reasons for such publication would damage the company's market position seriously and the omission does not prevent understanding the Company's performance, financial position, results and impacts of its activities.
§ 13
Instead of establishing sus-
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Ds 2014: 45 The memorandum bill
barhetsrapporten as part of the management report in accordance with § 10 the company may choose to draw up a report from the annual separate document. The report shall also in such a case, have the content shown in §§ 11 and 12.It shall be forwarded to the company's auditors within the same time as the annual report.
If the company has chosen to establish a sustainability report in accordance with this paragraph shall be specified in the management report.
§ 14
If the management report contains an indication referred to in § 13 second, the company's auditor for a written, signed statement to comment on whether such a report referred to therein is established or not.
The auditor's opinion shall be submitted to the board of directors within the same time as the audit report, and then appended to the sustainability report.
Chapter 7.
31 a §
If the parent company of a large group is a large company or a firm of public interest, the Management Report for the Group include a sustainability report for the Group arising
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The memorandum bill Ds 2014: 45
corrected with the application of Chapter 6.
§§ 11 and 12, unless the company
select to with application of
Chapter 6. § 13 the stable establish one
sustainability report one from
consolidated accounts separate hand-
ment. The provisions on annual reports
tion should instead refer to the consolidated
accounts. The that is said in
Chapter 6. §§ 11 and 12 of the company
should instead refer to the Group.
If the management report for the
Group contains such a
task referred to in Chapter 6. § 13
Other subparagraph apply also
Chapter 6. § 14.
First subparagraph applies not
subsidiary if it and its
all subsidiaries are covered by
a sustainability report for the Group
tion established by
parent.
current wording proposed wording
Chapter 8.
15 a § 5
One Corporate governance report One Corporate governance report
as according to Chapter 6. § 8 have up or one sustainability report as
informed as from the Annual according to Chapter 6. 8 or 13 § hair
tion separate document should be public prepared as an annual
liggöras with the managing display separate action be
Report. The provisions published together with
on the disclosure of management Directors' Report. The determination
'report comes in tillämpli- provisions on the publication of
5 Latest wording 2009: 34
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Ds 2014: 45 The memorandum bill
ga parts concerning publication management report applies
disclosure of corporate governance mutatis parts concerning
report. publication of Corporate Governance
Governance Report and sustainability
report .
Instead of publish Instead of publish
Corporate Governance Report in accordance Corporate Governance Report or
first paragraph, the company choose sustainability report according to the first
to publish report subparagraph may now choose to
by making it available within six months from the balance
on the company's website. management day publish report
'report will then include by making it available
an indication of this and a on the company's website. management
indication of the website where 'report will then include
the report is available. an indication of this and a
indication of the website where
the report is available.
The second paragraph does not apply if the information referred to in Chapter 7.
§ 31, second paragraph under the third paragraph of the same section has been included in the parent company's corporate governance report instead of in the management report for the Group.
Proposed wording in SOU 2014: 22 proposed wording
16 § 6
This chapter also apply This chapter also apply
on consolidated and the consolidated financial statements , the consolidated
consolidated audit report with audit report and the consolidated
following exceptions: even the sustainability report with the consequences
Spirit deviations:
1. Notwithstanding the provisions of § 3 2, and 5 is the parent always obliged to give up the consolidated accounts and consolidated audit report to the registration authority.
2. Notwithstanding the provisions of § 15, second paragraph have incomplete consolidated financial statements, except in cases provided for in § 15 fourth paragraph, published together with the consolidated audit report, if incomplete
6 Latest wording 1999: 1112th
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constant unit consists of data specified in Chapter 7. § 16 and which are of negligible interest with respect to the requirement for accuracy, have been omitted.
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
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Ds 2014: 45 The memorandum bill
1.3 Proposed Act amending the Act (1995: 1559) for Credit Institutions and Securities Companies
Hereby prescribed 1 to Chapter 6. § 1, Chapter 7. 2 and §§ 7 and Chapter 8. 2 § of the Act (1995: 1559) for credit institutions and securities companies shall have the following wording.
Proposed wording in SOU 2014: 22 Proposed wording
Chapter 6.
1 § 2
The following provisions of Chapter 6. Annual Accounts Act (1995: 1554) shall apply:
§ 1 , first to fourth paragraphs of narrative content management, § 2 of the proposal for the appropriation of profit or loss, etc.,
2 a § of certain information in the annual report of the company whose shares are admitted to trading on a regulated market or an equivalent market outside the European Economic
area
§ 3 first paragraph of certain § 3 first paragraph of certain
information on economic information if economic
compounds, and compounds,
§ 5 of Cash Flows. § 5 of the cash flow statement , and
10-14 §§ if sustainability
report .
Commercial banks, credit and securities companies
whose shares are admitted to trading on a regulated market in Sweden will also apply to Chapter 6. 1 a § Annual Report Management Act narrative content.
Commercial banks, credit and securities companies
1 Cf. European Parliament and Council Directive 2013/34 / EU of 26 June 2013 on the annual accounts, consolidated financial statements and related reports of certain types of companies, amending European Parliament and Council Directive 2006/43 / EC and repealing Council Directive 78/660 / EEC and 83/349 / EEC, in the wording of the European Parliament and Council Directive 2014/95 / EU.
2 Latest version 2014 563rd
19
25-30 §§ about how investments in associated companies and other businesses should be included in the consolidated financial statements,
§ 31 second and third paragraphs of the Group's system of internal control and risk management , and
31 a § sustainability report for the Group.
The memorandum bill Ds 2014: 45
whose transferable securities are admitted to trading on a regulated market shall also apply to Chapter 6. 6-9 §§ Annual Accounts Act regarding corporate governance report.
Chapter 7.
2 § 3
With regard to the provisions of § 3, the following provisions on consolidated financial statements in Chapter 7. Annual Accounts Act (1995: 1554) shall apply:
§ 4 of the consolidated parts,
§ 5 of subsidiaries to be included in the consolidated financial statements,
§ 6 of rationality, good accounting and fair view,
§ 7 second paragraph of the currency,
§ 8 first sentence on the general requirements on the consolidated balance sheet and consolidated income statement,
9 § of non-controlling interests,
§ 10 of that balance sheet;
§ 12 on uniform principles for the consolidated accounts and the annual report,
§ 13 of eliminations between Group companies,
15 § of changes in Group structure,
§§ 16 and 17 for details of subsidiaries and other companies,
18-22 A §§ of the subsidiary must be included in the consolidated financial statements,
25-30 §§ about how investments in associated companies and other businesses should be included in the consolidated financial statements, and
§ 31 second and third paragraphs of the Group's system of internal control and risk management .
3 Latest version 2009: 35th
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7, § 4
Companies referred to in § 1 and subject to Article 4 of Regulation (EC) No 1606/2002 of 19 July 2002 on the application of international accounting standards should apply only to the following provisions of this chapter:
1. § 1 concerning the obligation to draw up consolidated accounts and in some cases, capital adequacy analysis,
2. § 2 as regards the reference to
a) Chapter 7. § 4, first paragraph 4 Annual Accounts Act (1995: 1554) on the management report,
b) Chapter 7. § 12 of the same Act on uniform valuation principles,
c) Chapter 7. § 31 second and third paragraphs of the same Act regarding the Group's system of internal control and risk management,
d) Chapter 7. 31 a § same team of sustainability report for the Group
Group,
3. § 4 as regards the references to
a) Chapter 2. § 2 of this Act, in the part section refers to the Annual Accounts Act in Chapter 2. § 5 of the language and form, and Chapter 2. § 7 on the signing,
b) Chapter 3. 4 § 1-4 this law on division of equity,
c) Chapter 5. § 1 of this Act, in the part section refers to the following provisions in Chapter 5. Annual Accounts Act:
- § 20 of loans to senior executives,
- § 22 on the average number of employees during the financial year,
- § 33 for additional information on loans to senior executives,
- § 40 for additional information about employees,
- § 41 of the gender distribution among senior executives,
- § 43 first paragraph 1 and the second and third paragraphs concerning remuneration, allowances and social costs,
- 44 § of pensions and similar benefits,
- § 45 of the previous Board and Chief Executive Officer, - § 46 of deputies and Executive Vice President, - § 47 of severance agreements, and
- 51 § of remuneration to the auditor,
4 Latest wording 2010: 1525th
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d) Chapter 5. 2 § 2 of this Act with the specific rules on supplementary information,
e) Chapter 6. § 1 of this Act, in the part section refers to Chapter 6. § 1, first to third paragraphs of the Swedish Annual Accounts Act, the annual report content and to Chapter 6. 2 a § Annual Accounts Act for certain information in the annual report;
f) Chapter 6. § 2 this law on specific information in the management report, as well
4. 5-6 a §§ when consolidated financial statements need not be established.The company does not need to provide information in accordance with Chapter 6. § 1 of
information is provided elsewhere in the report. In such case, the management report contain a reference to the location where the data are disclosed.
Current wording Proposed wording
Chapter 8.
2 § 5
The following provisions of Chapter 8. Annual Accounts Act (1995: 1554) shall apply:
§§ 14 and 15 on the publication of the annual report,
15 a § on the publication 15 a § on the publication
the corporate governance report, and the corporate governance report and
sustainability report , and
16 § 2 of the omission of information in the consolidated financial statements.
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
5 Latest wording 2009: 35th
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1.4 Proposed Act amending the Act (1995: 1560) on annual accounts of insurance
Hereby prescribed 1 to Chapter 6. § 1, Chapter 7. §§ 2 and 5 and Chapter 8. 2 § of the Act (1995: 1560) governing undertakings shall have the following wording.
Proposed wording in SOU 2014: 22 Proposed wording
Chapter 6.
1 § 2
With regard to that provided for in the second paragraph, the following provisions of Chapter 6. Annual Accounts Act (1995: 1554) shall apply:
§ 1 , first to fourth paragraphs of narrative content management,
§ 2 of the proposal for the appropriation § 2 of the proposal for the appropriation
tions of profit or loss, etc. tions of profit or loss
and mm
2 a § of certain information in 2 a § of certain information in
Directors' Report in stock Directors' Report in stock
companies whose shares are admitted to companies whose shares are admitted to
trading on a regulated market trading on a regulated market
or an equivalent market or an equivalent market
outside the European Economic outside the European Economic
Area. Area , and
10-14 §§ about hållbarhetsrap-
port .
The provisions of Chapter 6. 1 § second paragraph 6-8 Annual Accounts Act for information on the quota value should be rather substantial nominal amount.
Insurance Company, whose shares are admitted to trading on a regulated market in Sweden, shall also apply to Chapter 6. 1 a § Annual
1 Cf. European Parliament and Council Directive 2013/34 / EU of 26 June 2013 on the annual accounts, consolidated financial statements and related reports of certain types of companies, amending European Parliament and Council Directive 2006/43 / EC and repealing Council Directive 78/660 / EEC and 83/349 / EEC, in the wording of the European Parliament and Council Directive 2014/95 / EU.
2 Latest wording 2009: 36th
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The memorandum bill Ds 2014: 45
Accounting Management Act narrative content. For the purposes of the said section, the said guidelines of the kind referred to in Chapter 8. § 51 of the Companies Act (2005: 551) instead refer to the guidelines of the kind referred to in Chapter 8. § 9 Insurance Business Act (1982: 713).
Insurance Company, whose transferable securities are admitted to trading on a regulated market, should also apply to Chapter 6. 6-9 §§ Annual Accounts Act regarding corporate governance report.
Chapter 7.
2 § 3
With regard to the provisions of § 3, the following provisions on consolidated financial statements in Chapter 7. Annual Accounts Act (1995: 1554) shall apply:
2 and 3a §§ when consolidated financial statements need not be established, 4 § 1-4 of the consolidated parts,
§ 5 of subsidiaries to be included in the consolidated financial statements,
§ 6 of rationality, good accounting and fair view,
§ 7 second paragraph of the currency,
§ 8 first sentence on the general requirements on the consolidated balance sheet and consolidated income statement,
9 § of non-controlling interests,
§ 10 of that balance sheet;
§ 12 on uniform principles for the consolidated accounts and the annual report,
§ 13 of eliminations between Group companies,
15 § of changes in Group structure,
§§ 16 and 17 for details of subsidiaries and certain other
business,
18-22 text of §§ the subsidiaries should be counted into Group
accounts,
25-30 §§ of the shares in 25-30 §§ of how shares in
associates and certain other associates and certain other
Companies must be included in consolidated Companies must be included in consolidated
accounts, and accounts,
§ 31, second and third pieces § 31, second and third pieces
3 Latest version 2010: 688th
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na of the Group's system of internal control and risk management.
na of the Group's system of internal control and risk management , and
31 a § sustainability report for the Group .
5 § 4
Companies referred to in § 1 and subject to Article 4 of Regulation (EC) No 1606/2002 of 19 July 2002 on the application of international accounting standards should apply only to the following provisions of this chapter:
1. § 1 concerning the obligation to prepare consolidated accounts,
2. § 2 as regards the references to
a) Chapter 7. § 2 and 3a §§ Annual Accounts Act (1995: 1554) on the consolidated financial statements when not need to be established,
b) Chapter 7. § 4, first paragraph 4 of the same Act on förvaltningsberätt-
else,
c) Chapter 7. § 12 of the same Act on uniform valuation principles,
d) Chapter 7. § 31 second and third paragraphs of the same Act regarding the Group's system of internal control and risk management,
e) Chapter 7. 31 a § same team of sustainability report for the Group,
3. § 3 1, 2 and 4 as regards the reference to Chapter 7. § 12 first paragraph of the Annual Accounts Act, with specific rules on when the consolidated financial statements need not be established,
4. § 4 as regards the references to
a) Chapter 2. § 2 of this Act, in the part section refers to the Annual Accounts Act in Chapter 2. § 5 of the language and form, and Chapter 2. § 7 on the signing,
b) Chapter 3. § 5 of this Act,
c) Chapter 5. § 1 of this Act, in the part section refers to the following provisions in Chapter 5. Annual Accounts Act:
- § 20 of loans to senior executives,
- § 22 on the average number of employees during the financial year,
- § 33 for additional information on loans to senior
4 Latest wording 2010: 2058th
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tives,
- § 40 for additional information about employees,
- § 41 of the gender distribution among senior executives,
- § 43 first paragraph 1 and the second and third paragraphs concerning remuneration, allowances and social costs,
- 44 § of pensions and similar benefits,
- 45 § of the previous Board and Chief Executive Officer,
- § 46 of deputies and Executive Vice President,
- § 47 of severance agreements, and
- 51 § of remuneration to the auditor,
d) Chapter 5. 2 § 3 of this Act with the specific rules on supplementary information,
e) Chapter 5. 3 § 4 of this Act for conditional bonuses,
f) Chapter 5. 4 § 1 and 3-5 this law of equity and provisions
compounds,
g) Chapter 6. § 1 of this Act, in the part section refers to Chapter 6. § 1, first to third paragraphs of the Swedish Annual Accounts Act on Administrative narrative content, and
h) Chapter 6. § 2 this law on specific information in the management report.
The company does not need to provide information in accordance with Chapter 6. § 1 of the information is provided elsewhere in the report. In such case, the management report contain a reference to the location where the data are disclosed.
Current wording Proposed wording
Chapter 8.
2 § 5
The following provisions of Chapter 8. Annual Accounts Act (1995: 1554) shall apply
§§ 14 and 15 on the publication of the annual report,
15 a § on the publication 15 a § on the publication
the corporate governance report, and the corporate governance report and
sustainability report , and
5 Latest wording 2009: 36th
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16 § 2 of the omission of information in the consolidated financial statements.
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
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1.5 Proposed Act amending the Act (1995: 1570) member banks
Hereby prescribed 1 to Chapter 7a. § 13 Act (1995: 1570) member banks shall have the following wording.
current wording proposed wording
Chapter 7a.
13 § 2
The audit report shall The audit report should contain
contain one statement if hold a statement of whether the
whether annual Report hair the financial statements have been prepared
prepared in accordance in accordance with the law
with the law (1995: 1559) if (1995: 1559) in
Annual Report credit institutions credit institutions and investment
and securities companies. In uttal- company. The statement should the par-
making should be specifically noted separately specified
1. if annual Report gives 1. if annual report provides
a true and fair view of the bank a true and fair view of the bank
results and financial position, and results and financial position, and
2. If the management report 2. If the management report
is compatible with the annual is compatible with the annual
the other parts. the other parts.
Contains not annual Contains not annual
tion of such information tion of such information
be provided under the said Act, will be provided under the said Act,
, the auditors state that fact and, should the auditors state that fact and,
If possible, leave described If possible, leave described
Courteous information in its described Courteous information in its described
amendment. amendment.
First and second paragraphs
1 Cf. European Parliament and Council Directive 2013/34 / EU of 26 June 2013 on the annual accounts, consolidated financial statements and related reports of certain types of companies, amending European Parliament and Council Directive 2006/43 / EC and repealing Council Directive 78/660 / EEC and 83/349 / EEC, in the wording of the European Parliament and Council Directive 2014/95 / EU.
2 Latest wording 2004: 977th
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does not apply in respect of the audit of such a sustainability report referred to in Chapter 6. 1 § Annual Accounts Act for Credit Institutions and Securities Companies and included in the Report.In that matter, the audit report instead contain a statement as to whether such a report has been prepared or not.
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
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1.6 Proposed Act amending the Companies Act (2005: 551)
Hereby prescribed 1 to Chapter 9. §§ 31 and 38 of the Companies Act (2005: 551) shall have the following wording.
Proposed wording in SOU 2014: 22 Proposed wording
Chapter 9.
31 § 2
The audit report should contain a statement as to whether the financial statements have been prepared in accordance with the law on annual reports.The statement shall indicate
1. whether the financial statements give a true and fair view of the company's results and financial position, and
2. the management report is consistent with other parts of the annual accounts.
If the annual report has not been provided such information to be disclosed by applicable law, the auditor must state this and, if possible, provide the necessary information in his story.
The first and second paragraphs do not apply in respect of the audit of such a corporate governance report referred to in Chapter 6. 6 § Annual Accounts Act (1995: 1554). In that matter, the audit report instead contain a statement as to whether such a report has been prepared or not. When it comes to such information in the report referred to in
The first and second paragraphs do not apply in respect of the audit of such a corporate governance report referred to in Chapter 6. 6 § Annual Accounts Act (1995: 1554) or such a sustainability report referred to in Chapter 6. § 10 of the same Act . In that matter, the audit report instead contain a statement as to whether such a report has been prepared or not.
1 Cf. European Parliament and Council Directive 2013/34 / EU of 26 June 2013 on the annual accounts, consolidated financial statements and related reports of certain types of companies, amending European Parliament and Council Directive 2006/43 / EC and repealing Council Directive 78/660 / EEC and 83/349 / EEC, in the wording of the European Parliament and Council Directive 2014/95 / EU.
2 Latest wording 2009: 37th
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Ds 2014: 45 The memorandum bill
Chapter 6. 6 § second paragraph 2-6 With regard to such disclosure
Annual Accounts Act be entitles tions in the corporate governance report
Foundation further contain a state- referred in Chapter 6. § 6 Other
if the whether information paragraph 2-6 Annual Accounts Act
are in accordance with the Annual shall story further contain
the other parts. If the up a statement as to whether the up
disclosures contains essential disclosures year compatible with
errors, the auditor shall indicate this and the annual Report Others parts.
provide necessary information. If the information contains
material misstatement, the auditor shall indicate
accordingly and provide the necessary up
mation.
current wording proposed wording
38 § 3
In the case of koncernrevisions- In the case of koncernrevisions-
story terms of § 28 first story applies § 28 first
paragraph about the time of Al- paragraph about the time of Al-
like of audit report like of audit report
and § 29 first paragraph 2 and and § 29 first paragraph 2 and
second paragraph, § 30; § 31 first second paragraph, § 30, § 31 first
and second paragraphs, § 32 first and second paragraphs, § 32 first
subparagraph 1, 35 and 36 §§ about subparagraph 1, 35 and 36 §§ about
audit report content. audit report content.
The provisions of § 31 first and
second paragraphs do not apply in respect of the audit of a sustainability report for the Group. In that matter, the audit report instead contain a statement as to whether such a report has been prepared or not.
The consolidated audit report introduction shall include the parent company's name and corporate identity of the body or system of norms for consolidated and Parent Company
3 Latest version 2009: 37th
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applied.
In the consolidated financial statements shall be made to the consolidated audit report. If the auditor believes that the consolidated balance sheet or consolidated income statement should not be established, should also be noted on the consolidated financial statements.
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
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2 EU-wide requirements on sustainability reporting
2.1 Corporate social responsibility
There is a public interest activity of businesses provides a growth that is sustainable in the long term. Questions about the environment, human rights, social conditions and anti-corruption are growing place in discussions of corporate operations and governance of them. One example is the bicentennial of working conditions at suppliers, especially the incidence of child labor. The recent problems in the financial world has also contributed to an increased awareness of the benefits of long-term and active ownership and how corporate governance is related to social issues.
Among companies often used the concept of Corporate Social Responsibility (CSR, sometimes translated as corporate social responsibility or corporate social responsibility). This is an expectation that companies on their own initiative, and beyond what the law requires, to take responsibility for their role and impact on society. Political organizations and authorities have with this approach primarily a catalytic and supporting role. Interest groups can identify problems and work constructively with businesses to find common solutions. Investors and consumers are important stakeholders who can reinforce and reward the work of the companies. The media has a role as a reviewer and can raise the level of consciousness of corporate positive and negative effects on society. The development in Sweden has led many major Swedish companies and almost all state-owned companies now report their impact on society.
In Sweden and internationally spoken in context often about sustainability. The concept of sustainable development was launched in 1987 in the UN report Our Common Future, also known as the Brundtland
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EU-wide requirements on sustainability reporting Ds 2014: 45
report, and is defined as development that meets the needs of the present without compromising the ability of future generations to meet their own needs. The three dimensions of sustainable development - economic, social and environmental - must be coherent and mutually supporting each other.At the UN World Summit on Sustainable Development in Johannesburg in 2002 recognized sustainable development as an overarching principle for the UN's work. As examples of how the concept already used in Sweden include Chapter 1. § 2 of Government, saying that the public will promote sustainable development leading to a good environment for present and future generations. Another example is the chapter 1. 1 § Environmental Code, which states that the provisions of the Code aims to promote sustainable development so that present and future generations a healthy environment.
The European Parliament has adopted a resolution 1 stated that CSR should broadly considered to be the same as the related concepts of responsible and ethical company, "the environment, society and governance", sustainable development and corporate accountability.
In the Nordic countries is ongoing cooperation on sustainable business.Nordic Strategy for Corporate Social Responsibility highlights sustainability issues and encourage companies to pursue the development of CSR forward.
In investor circles has often used the ESG ( Environment , Social and Governance) to highlight the environmental, social and corporate governance as essential for responsible investing work. There are several network for investors who work with responsible investments. A couple of examples are the PRI (United Nations-backed Principles for Responsible Investment Initiative) and SWESIF, a Swedish network. Along with the research firm GES Investment Services, NASDAQ OMX Group, Inc. launched a number of sustainability indices that give investors an overview regarding the company that meets established sustainability standards. There are e.g.a Swedish and a Nordic index. To help investors can also engage organizations that collect various sustainability information from companies, such as CDP in the environmental field.
1 European Parliament resolution of 6 February 2013 on corporate social responsibility: to work for the interests of society and sustainable recovery for all (2012/2097 (INI)).
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Many companies set up a sustainability report in accordance with the guidelines of the global organization Global Reporting Initiative (GRI). GRI was founded in Boston in 1997 and now has its secretariat in Amsterdam. It is a non-profit organization. 2 GRI framework includes the organization's economic, social and environmental impact.It is designed to be used to describe different types of organizations, regardless of size, industry or geographical location. The guidelines for sustainability reports consist of accounting, reporting guidance, and standard disclosures.
The state in the form of company owners integrates sustainable business in its corporate governance to ensure a good long-term growth in value of their holdings. Corporate boards received in 2012 the responsibility to define and establish relevant sustainability goals and overall strategies for achieving these goals. Sustainability targets shall inter alia be a few, strategic and measurable goals that will be assessed as of 2014. As the basis for sustainability work is state-owned companies are obliged to report on its work in accordance with GRI guidelines.
2.2 Swedish Accounting
The provisions of Swedish law on corporate accounting is intended to be a framework law. This means that the law contains only basic principles of accounting, including minimum requirements of this.Within the framework provided by law, there is additional standards.This is expressed in Chapter 2. 2 § Annual Accounts Act (1995: 1554), which provides that the annual report shall be prepared in accordance with GAAP. Generally accepted accounting principles are described in the legislative history that a general legal standard that is based on - beyond the law and other regulations - accounting practices and recommendations and statements from authorities and organizations such as Accounting Standards Board and the Financial Supervisory Authority. 3
2 See https://www.globalreporting.org
3 See Govt. 1995/96: 10 Part 2, p. 11 and Prop. 1998/99: 130 Part 1, p. 178th
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Provisions on current accounts are in the Accounting Act (1999: 1078). They aim to meet the needs of the accounting required the company creditors, shareholders, members, employees and the public may have in afterwards to monitor the company's circumstances. The information contained in the operating records can be for many companies compiled in an annual report.
Other companies, including all companies, are obliged instead to summarize the year's business events and activities in an annual report. Parent in groups is also, as a rule, required to prepare consolidated accounts. Some companies are also required to prepare interim reports. The annual report should, unlike the annual, published. The basic rules of what the annual report should contain and how it should be published, see the Annual Accounts Act.
Some companies are required to apply the rules on reporting in other laws.Some companies in the financial sector must prepare annual accounts and consolidated under the Act (1995: 1559) for Credit Institutions and Securities Companies. Undertakings to apply the Act (1995: 1560) on annual accounts of insurance companies.
2.3 EU standards in the accounting field
In the EU adopted several acts that deal with accounting issues. The Swedish rules on annual accounts are based largely on the EU Directive. Two of them, the fourth 4 and seventh five company law directives, to companies in general. In Bank Accounts Directive 6 and the Insurance Accounts Directive 7 are special rules for certain companies.
The Fourth and Seventh Company Law Directives have now been replaced by a new accounting directive, the European Parliament and of the Council
4 Fourth Council Directive 78/660 / EEC of 25 July 1978 on the annual accounts of certain types of companies (OJ L 222, 14.8.1978, p. 11).
5 Seventh Council Directive 83/349 / EEC of 13 June 1983 on consolidated accounts (OJ L 193, 18.7.1983, p. 1).
6 Council Directive 86/635 / EEC of 8 December 1986 on the annual and consolidated accounts of banks and other financial institutions (OJ L 372, 31.12.1986, p. 1).
7 Council Directive 91/674 / EEC of 19 December 1991 on the annual and consolidated accounts of insurance undertakings (OJ L 374, 21.12.1991, p. 7).
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Directive 2013/34 / EU of 26 June 2013 on the annual accounts, consolidated financial statements and related reports of certain types of companies, amending European Parliament and Council Directive 2006/43 / EC and repealing Council Directive 78/660 / EEC and 83/349 / EEC. The directive referred to hereinafter as the Accounting Directive.
Accounting Directive must be seen against the background of the EU's efforts in recent years in various ways to simplify the regulatory framework for companies operating within the EU, particularly for small businesses. The Directive applies in Sweden for limited liability companies and partnerships and limited partnerships where all members having unlimited liability limited companies. Member States are required to put the laws, regulations and administrative provisions necessary to comply with the new Directive into force by 20 July 2015. They may decide that the new rules will first apply to financial statements for fiscal years beginning in 2016. The accounting investigation has in an interim report, Implementation of the new EU accounting directives (SOU 2014: 22), submitted proposals to the legislative changes necessary to Swedish law to comply with the new directive. The investigation shall, as a second step in its final report, propose further simplifications in the accounting field.
Besides the company law directives, there are a number of years a specific regulatory framework for listed companies' accounting.According to the IAS Regulation 8 requires listed companies when preparing the consolidated financial statements apply the international accounting standards which the European Commission has adopted.The Commission, supported by the IAS Regulation adopted several such accounting standards.
2.4 Amending Directives with new reporting requirements
In autumn 2014, European Parliament and Council Directive 2014/95 / EU amending Directive 2013/34 / EU as regards certain large firms and groups providing non-financial information and information about the diversity policy. The Directive, Annex 1 , hereinafter referred to as the amending Directive.
8 European Parliament and Council Regulation (EC) No 1606/2002 of 19 July 2002 on the application of international accounting standards (OJ L 243, 11.9.2002, p. 1).
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The amending Directive aims to increase transparency so that the economic, social and environmental information that companies in all sectors and of all Member States provides reach the same high level. In this way, the risks to the sustainability analysis, and investor and consumer confidence increased. The Directive contains provisions for the public interest that are large companies and on average has more than 500 employees must report certain non-financial information. There are similar provisions for large corporations.
The non-financial information should at least cover environmental issues, social conditions, staff, respect for human rights and anti-corruption. These issues will be relevant companies provide information on business, policy, the result of the policy and the risks associated with its operations. This information shall include non-financial key performance indicators relevant to the business. The report by the non-financial information to be included in the management report or established as an annual report from separate document. In the same way and with the same content to parent company to prepare a sustainability report for the Group. If a subsidiary's operations are covered by such a sustainability report need not prepare a report of his own or his group's activities.
The directive also contains provisions that supplement the accounting requirements of the Directive on establishing a corporate governance report, in Sweden called the corporate governance report. According extensions to the corporate governance report contain information on the company's diversity policy regarding the composition of the governing body, the goal of the policy, how it has been implemented and the result of it. If the company does not use any policy, the report shall state the reasons for it.
2.5 International guidelines for sustainability reporting
A number of Swedish companies, including a number of state-owned, annually issues a sustainability report in accordance with GRI's reporting framework. The report will be published on the respective company's website in co-
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ties with the financial statements and may be either included in the annual report or be a separate report. It should also be quality assured by independent scrutiny and assurance.
The amending Directive also mentions the following frameworks that companies can rely on when they provide non-financial information:EU-based frameworks such as the Union eco-management and audit scheme (EMAS), the United Nations Global Compact Initiative, the guiding principles on business and human rights with the application of the UN Nations framework to protect, respect and remedy ( "protect, respect and remedy"), the OECD guidelines for multinational enterprises, the International standards Organisation ISO 26000, the International Labour organization's Tripartite Declaration of principles concerning multinational enterprises and social policy, the global reporting initiative or other international recognized framework.
2.6 The categories of large companies, public interest entities and large corporations
Accounting Directive describes five categories of companies: companies of public interest, large companies, SMEs, small and micro enterprises.Article 3.4 shows that large companies are companies on the balance sheet date exceeds at least two of the three following criteria:
a balance sheet total of EUR 20 million
net sales of EUR 40 million
an average number of employees during the financial year: 250 people
Article 3.7 as large groups are groups consisting of parent and subsidiaries included in the consolidated financial statements and after consolidation exceeds at least two of the above limits for large companies.
Article 2.1 states that the public interest is:
companies whose transferable securities are admitted to trading on a regulated market in a Member State within the meaning of Article 4.1.14 of the European Parliament and Council Directive
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2004/39 / EC of 21 April 2004 on markets in financial instruments,
Companies that are credit institutions under Article 4.1 of the European Parliament and Council Directive 2006/48 / EC of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions which are not referred to in Article 2 of the Directive,
undertakings within the meaning of Article 2.1 of Council Directive 91/674 / EEC of 19 December 1991 on the annual and consolidated accounts for insurance and
Companies that are designated by Member States for public interest entities, such as companies that are of significant public interest because of the nature of their business, their size or number of employees.
Accounting Directive categories of companies other than those that exist today in the Annual Accounts Act. Accounting commission proposes in SOU 2014: 22 of the Annual Accounts Act should be amended so that the various categories to be more consistent with the Accounting Directive. The definition ofpublic interest entities proposed to be:
companies whose transferable securities are admitted to trading on a regulated market or an equivalent market outside the European Economic Area,
Companies covered by the Annual Accounts Act for Credit Institutions and Securities Companies or of the kind referred to in Chapter 1. § 1 second paragraph of the said Act,
companies covered by the Act on the annual accounts of insurance or of the kind referred to in Chapter 1. § 1 second paragraph of the said Act, and
public limited companies.
Large companies proposed to be defined as a company that is not a public interest and that the last two fiscal years has met more than one of the following conditions:
the average number of employees in the company amounts to more than 250,
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the company reported total assets amounting to more than 175 million,
the company reported net sales amounting to more than 350 million.
Large groups proposed defined as groups that the last two fiscal years has met more than one of the following conditions:
average number of employees in the Group amounts to more than 250,
Group companies reported total assets amounting to more than 175 million,
Group companies reported net sales amounting to more than 350 million.
The proposals in the report currently being prepared by the Government Offices. The legislative proposals in this memorandum is based on the report's proposal on definitions of large companies, public interest entities and large corporations. The memorandum submitted therefore no independent suggestions on definitions of the various categories.
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3 The implementation of the new EU requirements
3.1 Form
Proposal: The new rules that Sweden faced because of the amending directive should be taken into law. The design should connect relatively close to the directive's design.
Reasons for the proposal: With Sweden's EU membership is an obligation to transpose the provisions of the amending Directive into Swedish law. A general principle is that the EU Directive will be implemented through binding national rules. This refers primarily statutory provisions and rules that have been established by the case law of the Supreme Court (see eg Case C-144/99 European Commission v Kingdom of the Netherlands, ECR 2001 p. I-3541, paragraph 17). Provisions adopted in the context of industry self-regulation is not normally considered to be binding rules in the specified sense. The amending Directive specifies nor that it can be implemented by the rules of self-regulation. The link to the second annual report rules and requirements for auditing and publication of some kind also indicates that the directive should be implemented with binding legal regulations. For the same reason, the new provisions introduced in the Annual Accounts Act and associated laws. The rules should be designed in the same way as in the amending directive, namely the nature of the framework. It is consistent with the structure of the accounting law and means that there will be a need for filling standards. The amending Directive specifies that companies must rely on national frameworks, union-based frames or international
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tional frameworks when they provide non-financial information. In section 2.5 mentioned examples of such frameworks.
A Directive is addressed to the Member States and specifies a specific result to be achieved within a set time. The Member States have some discretion in terms of form and methods for the introduction of rules of national law. This means, in this case including whether the laws do not have the same linguistic and editorial design as the corresponding provisions of the Directive. It gets rid interests prevail. On the one hand, the interest of the legal text drawn up in accordance with the Swedish practitioners well-known terminology and provisions fit into the Swedish legislative structure. On the other hand, the interest of the legal text accurately reflect the meaning of the Directive. Added to this is that a directive shall construe it can sometimes be difficult to define unambiguously. In the implementation of the amending Directive into Swedish law should be given with caution, and there are also reasons to refrain from such conduct stain statements that could be construed as binding on individuals. Ultimately, it is for the ECJ to interpret the meaning of the EU Directive. A legal text deviates too much from the wording risk at worst rejected by the European Court of Justice.
In the accounting area, Sweden has generally sought to national provisions relatively closely to the underlying Directives design and wording.The same emphasis should be on implementation of the amending Directive. The question of the detailed design of the individual provisions should be discussed in the following sections and in the constitution comment.
3.2 Requirements for certain companies to report on sustainability
Proposal: Large companies and public interest entities shall prepare a special report with information on issues of sustainability.
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Reasons for the proposal
The public interest in reporting
In recent years, the interest for information on sustainability issues by companies increased, not least within the EU. Such non-financialinformation is considered essential to create change towards a sustainable global economy through a combination of long-term profitability, social equity and environmental protection. When companies provide information, it is easier to measure, monitor and manage business performance and their impact on society. Against this background, the Directive provides for modification of certain large companies must be required an annual non-financial report with such a focus.
The companies must be subject to reporting requirements
The amending directive makes it mandatory to require non-financialinformation in the sustainability of large companies that are of public interest and the balance sheet date have had an average of 500 employees during the financial year (see section 2.6 for the development of the concepts of large companies and public interest entities). Implementation of the directive must therefore as a minimum, include those companies.
According to the preamble (recital 14), Member States may also require reporting of this kind from other companies.
Reasons against allowing the reporting requirements more firms
It mainly argues against letting the reporting requirements more firms than necessary for the implementation of the Directive is that the standard should impose new administrative burdens for companies, to the extent the companies do not have a report.
According to the Commission's impact assessment, the cost of reporting to between 600 and 4300 euros per company per year. The difficulty of estimating the administrative cost will depend to some extent on the part of the reporting requirements based on the principle of "comply or explain". As an example, a company does not need to have a policy on human rights, but only to explain the reasons for it have not. Especially the first few years a company
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transmitting the information, the cost is likely to be in the upper part of the specified range, or even higher.
For a long time there has been an effort to reduce the administrative burden and make it easier for small businesses to operate. An example of a measure with such an aim is the abolition of the requirement for many small businesses to have an auditor (Prop. 2009/10: 204).
Striving to reduce administrative burdens are greatest for small and medium-sized businesses. In amending the preamble (recital 13) states that the overall burden, especially for small and medium-sized enterprises, should be reduced. It also refers to the Europe 2020 strategy aims to improve the business environment for SMEs. The European Council in its conclusions of 27 June 2014 stated that Member States in implementing the work should exploit the flexibility available in European Union law to reduce the regulatory burden for small and medium-sized enterprises.
The big companies are marginally affected by the administrative burden that additional reporting requirements would entail. If the requirements would include more companies than the Directive requires, these, however, have administrative costs that other companies of similar size in other EU countriesmight not, depending on how the member countries decide to do. It may hamper the international competition.
Reasons for allowing the reporting requirements more firms
Amending Directive delineation of large enterprises of public interest with more than 500 employees means that the directive introduces a sub-category to the category of public interest entities . Too many categories and subcategories of companies hampers the application of accounting rules and should be avoided unless the grounds for demarcation is strong enough. In the implementation, there is therefore good reason to consider whether they can allow the reporting requirements encompass a broader range of companies that are already defined in the Act.
The administrative costs to the reporting requirements means should be weighed against the benefit for investors it means for all listed companies subject to the same reporting requirements. The investigation
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facilitates the comparison between the companies and also contributes to the listed companies can operate and evaluate their activities on equal terms.
But the importance of reporting on sustainability issues is not only of the listed companies. Sustainability issues are several other strong stakeholders other than investors, such as customers, consumers and environmental organizations. Consumers' willingness and ability to influence producers have increased and would probably increase even more access to information improved. From this perspective, it matters little if the company is listed or not. The link to the company's size is not always important.
The company's ability to manage administrative burdens have very little, if anything, to do with whether it is a business of general interest or not, but have more connection with the balance sheet total and net turnover company has. The same can often be said of the criterion number of employees.
In this context it should be noted that Denmark and Norway already have requirements for sustainability reporting for large companies 9 .With large companies referred to in Denmark Companies that exceed at least two of the criteria: a balance sheet total of 143 million Danish kroner, net sales of 286 million and an average number of full-time staff of 250. The reporting requirements also include listed companies and state enterprises. In total, some 1100 companies. In Norway, referred to large enterprises to public limited companies, accounting entities listed companies and other accounting entities companies will fall into this category according to ministry regulations.
The new reporting requirements should cover all large undertakings and public interest
During the negotiations on amending directive were divided on which companies would be subject to reporting requirements. As an example, Belgium, Denmark, France and Slovenia in a joint statement before the adoption of the directive regretted that the adopted text's scope
9 See § 99 a årsregnskabsloven (Denmark) and § 3-3 c regnskap holidays (Norway).
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does not include large unlisted companies. The countries point out that these companies can have a considerable impact on the social, environmental or human rights. They consider that a scope which includes both large listed and large unlisted companies is essential to guarantee equal conditions between companies, and to avoid creating false incentives for access to financial markets and help to promote best practices.
Various Swedish stakeholders advocated a broader scope than the directive received. Others feared that the administrative burdens that come with demands to the detriment and questioned the positive effects.
In the assessment of which companies should be subject to the requirement of sustainability reporting should the administrative burden that requirement entails be related to the benefits reporting means.Societal interest in reporting from large companies and public interest entities must generally considered to outweigh rapporteringskravets costs for these companies. In terms of the categories of medium and small companies assessed the relationship be the opposite. Efforts to reduce the regulatory burden affects especially these categories. They should therefore not covered by the requirement of sustainability reporting.
With these statements made, the question remains whether there are special reasons to exclude some of the undertakings of general interest from the requirement of sustainability reporting. In the Annual Accounts Act are already several different categories of companies for which partially different rules apply. In order to facilitate the application of accounting rules should be specific rules for some companies in one category only be introduced if there are strong reasons for it. That the interest of some of the companies in this category may be limited is not considered a sufficient reason. It is also difficult to find any practically applicable criteria to identify the companies which investors generally do not have enough need to get information about. It would also make it difficult for investors and others who need access to corporate non-financial information reporting requirements for listed companies are not uniform. For the same reason, it is not appropriate in a special rule linking the reporting requirement to the number of employees, such as 250 or 500 employees.
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The overall assessment is that the requirement for sustainability reporting should cover all large companies and public interest entities.
The information should be called the Sustainability Report
The amending directive is referred to the information non-financialreport. The term is clearly signaling that it is a question of information other than the financial information in the annual report. If the name of the amending Directive into Swedish law, clarifies the origins of the provisions. Meanwhile, the term is not particularly enlightening. It is better to use a term that is as good as possible describe the content of the report but to talk about what the report contains.
Among the companies that are already present information on the issues raised frequently used term Sustainability or sustainability report. As explained in section 2.1 are often used term sustainability.It is a descriptive term and not an abbreviation such as CSR. It gets to all of the issues to be reported in accordance with the amending Directive. It also reflects the spirit of the requirement of reporting, namely through increasing awareness of these issues contribute to the resources used in a sustainable way.
The way of reporting the relevant data on the similarities with that of the corporate governance report. It also fits with the Annual Accounts Act terminology to refer to the information collection report.It should therefore be referred to the sustainability report.
3.3 Sustainability Report Contents
Proposal: Sustainability report shall include the non-financialinformation needed for understanding the Company's performance, financial position, results and impacts of its activities. The information must include at least the issues of environment, social and staff, respect for human rights and anti-corruption.
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The report shall include information about the company's business model, the company's policy on sustainability issues, the result of the application of the policy, the principal risks related to these issues and how the entity manages the risks and other non-financial information relevant to the particular business. Lacking a firm policy in one or more of the questions shall state the reasons.
Sustainability report will also, where appropriate, include references to and additional explanations of amounts reported in the financial statements.Specific guidelines have been used in the preparation of the report shall also be indicated.
Annual Accounts Act provision that the management report must include certain non-financial information to be retained unchanged.
Reasons for the proposal
The directive description of the content of the sustainability report
Sustainability report shall be in accordance with the amending Directive to provide information to the extent necessary to understand the company's development, performance, financial position, and the consequences of its actions, at least in matters relating to environmental, social and human, respect for human rights and the fight against corruption and bribery.
The information shall include:
1. a short description of the company's business model,
2. a description of the policy that the company complies with the above matters, including the procedures for due diligence carried out,
3. The result of this policy,
4. the principal risks related to these issues, which are linked to the company's operations, including, where relevant and proportionate, although its business relationships, products or services, and that is likely to have negative consequences in these areas and how the entity manages those risks and
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5. Non-financial key performance indicators relevant to the particular business.
If the company does not follow any policy in one or more of the above questions, the report shall contain a clear and reasoned explanation. The report shall also, where appropriate, include references to and additional explanations of amounts reported in the financial statements.
Regarding law
Under current rules, the management report include a fair review of the development of the company's operations, financial position and results. When necessary for the understanding of the financial statements, the statement shall contain references to and additional explanations of amounts reported in other parts of the annual report (Chapter 6. § 1 first paragraph of the Annual Accounts Act).
Furthermore, larger companies provide such non-financialinformation needed for understanding the Company's performance, position or results which are relevant to the particular business, including information relating to environmental and employee matters (6 Ch. 1 § fourth and fifth paragraphs). Similar requirements are in the Accounting Directive (Article 19.1, third paragraph). Under those provisions, the Annual Accounts Act, the major companies engaged in activities that require permits or notification under the Environmental Code always provide information on the impacts on the environment.
The amending Directive specifies that companies comply with the obligation to establish a complete sustainability report shall have fulfilled obligations relating to the analysis of non-financial information in accordance with Article 19.1 third paragraph of the Accounting Directive.
Meets Swedish law the new requirements?
Annual Accounts Act and the Accounting Directive includes, to some extent, the requirements on disclosure of sustainability issues. The provision that the management report shall include the non-financialinformation necessary for understanding the development of the company,
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position or results which are relevant for the activities mentioned as examples of environmental and personnel issues (Chapter 6. § 1 fourth paragraph, first sentence, the Annual Accounts Act). The defining element 'necessary for the understanding of the company's development, financial position or results "should be interpreted broadly. 10
The amending directive may be regarded as going further than existing law regarding what information to disclose. The Directive requires the non-financialinformation should also be provided where it is needed to understand the impact of company operations. The phrase is signaling that the intention is to catch even factors beyond accounting rules existing domains. The directive lists more types of information to be provided, for example, in human rights issues.The amending Directive also contains specific requirements on the type of information to be provided, namely about the company's business model, policy, performance etc. Annual Accounts Act and associated legislation needs to be complemented with provisions on sustainability report.
Sustainability Report Contents
The Swedish provisions on sustainability report content should be designed in close proximity to the wording. In some respects, however, adjustments should be made for the rules to suit the Swedish legislation, the structure and terminology. For example, the Directive's requirement that the sustainability report should include non-financial performance indicators. The term has on previous implementation work received equivalent non-financial information (see Prop. 2004/05: 68 p. 13 f.). The corresponding assessment should be made in this case.
Amending Directive lists the issues of environmental, social, human, human rights and corruption as an example of what the report should at least contain.To give a clear picture of what questions referred should, with certain adjustments, in the same way as examples of the Swedish legislation. By specifying that it concerns such there should be no risk that the list construed as exhaustive.
10 See Govt. 2004/05: 68 p. 23.
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3.4 Information on future development or on issues under negotiation
Proposal: Information on impending developments or matters under negotiation do not have to be included in the sustainability report, if the board can specify reasons for such publication would damage the company's market position seriously and if it does not hinder the understanding of the company's development, financial position, results and impacts of its activities.
Reasons for the proposal: Amending Directive permits companies, in exceptional cases do not take the information in the report about impending developments or matters under negotiation. This requires that the administrative, management or supervisory body members may justify the view that disclosure of the information would seriously damage the company's market position and that the failure to include this information does not prevent a fair and balanced understanding of the company's development, performance, status and impact of its activities .
It may be that it sometimes occurs that the publication of information about impending developments or matters under negotiation could seriously damage the company's market position.The possibility of the directive allowing companies omit this information in exceptional circumstances, provided that this does not prevent a fair and balanced understanding of the company's development, performance, status and impact of its activities, should be utilized. Businesses may still be required to submit the information on the basis of other legal requirements.
3.5 Investment, audit and publication of the sustainability report
Proposal: The Sustainability Report will be included in the management report or form from the annual separate document.
If sustainability report was prepared separately shall be published together with the management report or,
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certain conditions, by six months held available on the company website. A corresponding six-month period should be introduced regarding the corporate governance report.
Sustainability report shall be examined by the auditor. The auditor should comment on whether the report has been prepared or not. If the report has been prepared separately, the auditor's findings are reported in a separate opinion. It shall not be necessary that the sustainability report examines beyond the auditor's control.
Verdict: It should be, as well as in terms of corporate governance reports, be no legal requirement on the signing of the Sustainability Report.
The reasons for the proposal and the assessment
Options under the Directive
Sustainability report shall be in accordance with the amending Directive is inserted in the management report or made separately. It should in both cases contain the same information. A prerequisite for the report to get up separately is that it will be published together with the annual report, or published on the company website within six months after the closing date. A statement should in the latter case are included in the administration report.
The Directive exempts sustainability report of the usual rules on auditor's review of the annual and consolidated accounts. The auditor should instead check that the sustainability report has been provided in the management report or as a separate from the annual report.
Member States may, under the directive to request that the information in the sustainability report verified by an independent provider of quality assurance services.
The location of the Sustainability Report
Flexibility in the sustainability report placement simplifies the management of the sustainability report for the companies. Corresponding
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choices have been utilized with regard to corporate governance report11 and should be used in this case. As the Directive permits should be communicated to the companies to decide whether the sustainability report is published as part of the management report or as a separate report.
The amending Directive does not require that the sustainability report is part of the annual report. It also does not require that the report be examined in the same way as the annual report. It is therefore appropriate that the sustainability report, when it does not form part of the Report, shall be an annual report from separate document. It is also consistent with those of the corporate governance report (chapter 6. 6 and 8 §§ Annual Accounts Act).
Auditor The audit of the sustainability report
The auditor, for example, a corporation should review the Company's annual report and accounts and the Board of Directors and the Managing Director. The audit shall be as detailed and extensive as generally accepted auditing standards require, see Chapter 9. § 3 first paragraph of the Swedish Companies Act (2005: 551). The audit report should contain a statement as to whether the financial statements have been prepared in accordance with the law on annual accounts, on the annual accounts give a true and fair view of the company's earnings and financial position and on the management report is consistent with other parts of the annual accounts, see Chapter 9. § 31 first paragraph of the Companies Act.
The amending Directive provides only that the auditor or audit firm shall verify that the non-financial report has been submitted. The auditor can then in this part confine its examination to a finding of the report is present or not. The control should be the same whether the sustainability report was prepared as part of the management report or an annual report from separate document.
The rules on auditor's review of the sustainability report should not go further than the Directive requires. Specific rules on auditors' control should be included in the law. The result of the auditor's examination
11 Prop. 2008/09: 71 p. 56 f.
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tion of a sustainability report, drawn up separately from the financial statements, should be presented in a separate auditor's opinion. The opinion should be attached to the report. In this way, stakeholders can easily see what kind of review that have been made.
As mentioned earlier, draws many companies today sustainability reports.These are often scrutinized by the company's auditors in accordance with FAR's RevR 6. It is natural that the detailed scope of the auditor's review to be decided within the framework of self-regulation and the development of good auditing.
Publication of sustainability report
If the company chooses to establish sustainability report as part of the management report, the rules on the publication of the annual report to include sustainability report. The obligation for example, a limited liability company to publish annual accounts are completed by certified copies of documents, with certain information and evidence, is submitted to the Companies Registration Office within one month after the General Meeting established the balance sheet and income statement (Chapter 8. § 3, first paragraph 1 Annual Accounts Act).
In cases where the company chooses to establish sustainability report separate from the annual report shall be in accordance with the amending directive published either together with the management report or on the company website. The latter shall take place within six months from the closing date and reference should then be made in the management report. These two options offered today regarding the corporate governance report, but there is no statutory deadline for publication on the website (8 ch. 15 a § second paragraph of the Annual Accounts Act). Some reasons for allowing the publication of the sustainability report on the company's website is difficult to see. It should therefore be possible to publish the report, either together with the management report or, in the event that the report has been prepared as of the annual separate document, on its website. An indication of the latter option to be included in the management report. The deadline of six months for publication on the website should also include the corporate governance report because it is an advantage if the rules on public
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making the two reports are as equal as possible. Six months is a reasonable time for publication.
It should not be introduced any specific sanctions regulations for cases sustainability report will be included in the directors' report but the company fails to submit the report to the Issue. 12 It is most appropriate to have a uniform system of penalties and did not rate the different types of omissions concerning the obligation to file annual accounts . The question of sanctions is further treated in the Constitutional comment.
The amending Directive provides in Article 1.4 that Member States shall ensure that the members of the administrative,management and supervisory bodies collectively responsible for ensuring that sustainability reports submitted separately prepared and published in accordance with the Accounting Directive. The preparation and publication of the sustainability report for a company fall within that which is the Board's responsibility (see Chapter 8. § 4 of the Companies Act). The same applies to insurance companies, banking companies, securities companies and securities companies. With regard to partnerships is the responsibility of the partners. The Board of Directors is a collegiate body. This in and of itself to all board members must take part in a decision. For an agreement to have taken in a case, however, all board members have had the opportunity to participate in the matter and received a satisfactory basis for deciding the matter (see Chapter 8. § 21 of the Companies Act). Swedish law may be deemed to meet the directive's requirements on the Board responsible for sustainability report preparation and publication.
In the Annual Accounts Act is a requirement for annual signature by all board members and, where applicable, the Executive Director (2 Ch. 7 §). In partnership, the annual report shall be signed by all members having unlimited liability. One question is whether the relevant requirements should be imposed in respect of a separate sustainability report was prepared to facilitate the assessment of the question of responsibility for the contents of the report, etc. A comparison can be made with the case, the corporate governance report drawn up separately. There is nothing in the law prescribed requirements for the signing of such a report. For corporate governance and
12 Cf. prop. 2008/09: 71 p. 63 Changes in EC accounting directives, etc. in the same issue of corporate governance report.
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Sustainability reports should be uniform legal requirements. The memorandum estimates that a legal requirement signature is not necessary and would mean an additional regulatory burden on businesses. Such a legal requirement does not therefore propose.
Quality assurance of the sustainability report
Member States may, under the amending Directive to request that the information in the sustainability report verified by an independent provider of quality assurance services. The directive gives no specific instructions on what constitutes such assurance. The auditor's control that a sustainability report has been prepared in accordance with the requirements of the law involves, to some extent quality assurance. To allow an external auditor to make a deeper examination of the data in the sustainability report can lead to improved sustainability reports. It can also give the company several advantages in the form of eg better methods to prepare the report, analyzing the results and bring development forward. It can also lead to increased confidence among investors, consumers and other stakeholders.
Such examination does, however additional costs for companies. Companies should be free to decide when it is appropriate to take such costs. It should therefore not proposed any legal obligation for companies to let sustainability report verified by an independent provider of quality assurance services.
3.6 Sustainability report for certain groups
Proposal: A large company or a public-interest entity, which is the parent company of a large group to draw up a sustainability report for the Group.The same rules apply that apply to other companies' sustainability reports.
Reasons for the proposal: Amending Directive stipulates that a public-interest entity which is the parent company of a large group on the closing date for consolidation during the financial year, on average, had more than 500 employees, its management
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report for the Group will incorporate a sustainability report for the group (Article 1.3). The same rules regarding the content of the report, placement, review and publication, the Directive apply to the Group's sustainability report which apply to other companies.
Directive's definition of public interest which is the parent company of large groups with an average of more than 500 employees introduces a new threshold in the category of large companies, if the Directive is implemented in that way. As with the reasoning in section 3.2 should be new limits be introduced only if there are strong reasons for it. The rule should relate to the limit values for categories that already exist.
The administrative burden of establishing the sustainability report means for large companies and public interest can not be considered burdensome. This particular parent as large companies or public-interest nevertheless is forced to set up their own sustainability report.The obligation to prepare a sustainability report for the group should cover all parent in large groups that are large companies or the public interest. Other parent of large groups should not be charged with an administrative burden.
The provisions on sustainability report content, placement, review and publication should be the same as for large companies and public interest entities.
3.7 Information requirements relating to diversity policy
Proposal: The corporate governance report should include a description of the diversity policy that apply to the Board, the objective of the policy, the policy has been applied during the financial year and the result of it.
If the company does not apply any diversity policy, the reasons for it noted.
The requirement for information on diversity policy should only apply to companies the past two years, met more than one of the conditions for large companies in terms of employees, total assets and net sales. The disclosure requirement shall not apply to limited liability companies that only have warrants or debt securities admitted to
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trading on a regulated market, provided that the company's shares are not traded on a trading platform.
Reasons for the proposal
Directive requirements
Amending Directive contains additional provisions to the accounting provisions of the Directive on Corporate Governance report. According to the amending directive should corporate governance report for large public-interest also contain a description of the diversity policy that apply to the company's Board of Directors relating to such as age, sex, education and professional background.It shall also indicate mångfaldspolicyns goals, how it has been implemented during the financial year and the results of implementation. If any diversity policy is not applied, the report shall include a justification for it (Article 1.2).
The purpose of the provision is to increase diversity in boards (recital 18).According to the recitals can diversity regarding the skills and attitudes of the directors a better understanding of the company's organization and operations.It allows members to constructively to challenge management decisions and be more open to innovative ideas, which counteracts a so called groupthink. This in turn can contribute to an effective supervision of the management and the successful management of the company. By increasing the transparency of Applied diversity policy, set under the amending Directive an indirect pressure on companies to increase diversity on the boards.
Under Article 20 of the Accounting Directive covers all companies whose transferable securities are admitted to trading on a regulated market, the requirement of establishing a corporate governance report. However, should the current provisions of the Amending Directive, although it is stated in Article 40 of the Accounting Directive, does not apply to small and medium-sized enterprises, as defined in Article 3 of the Accounting Directive (Article 1.2).
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Regarding law
The corporate called the Annual Accounts Act, corporate governance report, see Chapter 6. 6-9 §§. According to § 6, second paragraph 8, the corporate governance report, including include information about how the board is composed. There are no provisions on diversity policy in the Annual Accounts Act or the Companies Act. In this context it can be mentioned that the so-called Solvency Directive 13 requires that credit institutions and securities companies should have a diversity policy. There are appropriations for the FSA to issue regulations on credit institutions and securities companies' diversity policy in the appointment of the board and resources for the introduction and training of members, see Chapter 5. 2 § 6 Ordinance (2004: 329) on banking and financing, and chapter 6. 1 § 11 Act (2007: 572) regarding the securities market.
Swedish Code of Corporate Governance states that the Board shall have one of the company's operations, phase of development and the appropriate composition, exhibiting diversity and breadth in the elected members' qualifications, experience and background.Furthermore, given that gender balance should be sought. Swedish Corporate Governance Board decided May 30, 2014 for certain changes in the code in order to get a more even gender distribution boards of listed companies. The amendments shall enter into force by 1 January 2015. It is good practice in the stock market for Swedish companies whose shares are admitted to trading on a regulated market to apply the Code.
implementation
To implement the Amending Directive, the Annual Accounts Act regarding the corporate governance report is supplemented with disclosures of diversity policy. Amending Directive Article 1.2 shall be understood as Member States not to require information on the diversity policy of the company that would fall under the category of small or medium-sized enterprises unless the securities in the company had
13 European Parliament and Council Directive 2013/36 / EU of 26 June 2013 if access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87 / EC and repealing Directive 2006/48 / EC and 2006/49 / EC
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been noted. These companies should be exempt from the disclosure requirement, even if it means that the Annual Accounts Act establishing corporate governance report will not apply equally to all limited liability companies to draw up such a report.
The amending Directive does not contain precise rules on diversity policy.Thus, there is no provision in the directive on which corporate bodies to establish policy or how it should be applied to eg election of directors.
In a public company, more than half of the directors appointed by the Annual General Meeting (8 ch. 47 § Companies Act). The code contains expletive rules on the election of directors. It provides, inter alia, that the meeting is assisted will have an Election Committee shall submit proposals on the Chairman and other members of the Board. The Nomination Committee is the AGM The sole task of preparing the meeting's decisions in the election and remuneration issues and, where appropriate, procedural issues for the next Nomination Committee. Looking at this structure is the most natural for any questions about complementary standards should be considered in self-regulation. It is therefore not appropriate to have a more detailed statutory regulation than the Directive requires. It is also consistent with the other rules of the corporate governance report introduced (see eg prop. 2008/09: 71 p. 60.)
The amending Directive allows Member States to exempt such companies which have only issued securities other than shares from the requirement to provide diversity policy. It does not apply if the company's shares are traded on a trading platform under Chapter 1. 5 § 12 Act (2007: 528) regarding the securities market. The relief has been used on other information in the corporate governance report and should be used in this case (see Chapter 6. § 7 Annual Accounts Act).
3.8 Entry into force and transitional provisions
Proposal: The new rules will come into force on 1 July 2016. They will first apply for financial years beginning immediately after 31 December 2016.
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Reasons for the proposal: The Amending Directive has to be implemented no later than 6 December 2016. In accordance with accepted principles of accounting legislation starting point should be that the accounting rules companies are required to comply are not changed during the current financial year.
According to the amending directive, the new provisions applicable for the financial year beginning 1 January 2017 or during the calendar year 2017. The new rules should preferably come into force on 1 July 2016. They will first apply for financial years beginning after 31 December 2016.
3.9 Consequences of the memorandum proposed
Verdict: The proposal for sustainability reporting can be estimated to affect about 2 000 companies. The cost of establishing the report is expected to be 40 000 or any additionally per company per year.At the same time sustainability reporting of competitive advantage for companies that together with the social benefits in general considering the cost of reporting.
The proposal on reporting on diversity policy could be estimated to touch around 100 companies. The cost of reporting is expected to amount to 8 000 per company per year.
Some authorities, mainly the Accounting Standards Board and the Companies Registration Office, will get some extra work when the new rules are applied. The memorandum's proposal is that the costs be accommodated within existing frameworks.
The reasons for the assessment: The number of active companies in the Statistics Sweden Business Directory amounted in 2013-1127 832. Of these companies represent almost half, about 520 000 legal entities.
The proposals on the establishment of a sustainability report are companies in the categories of large companies, public interest entities and large corporations such as the categories defined in SOU 2014: 22nd The companies included in the category of public interest entities are those in everyday speech called for listed companies, but also insurance companies, banking companies and public limited companies, a closer look
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Section 2.6. The number of public-interest entities, as defined in SOU 2014: 22, amounts to about 1 300. The number of large companies amounts to approximately 1 600. Several companies, however, fall within both categories. Roughly just over half of the large companies also PIEs. Based on the assumption involved is estimated around 2 000 companies of the proposals on the establishment of the sustainability report.
Amending Directive criteria for which companies must establish a sustainability report is the large companies that are also of public interest and the balance sheet date is calculated during the financial year, on average, have had at least 500 employees. Its concepts sized businesses and public interest entities comply with the definitions in the Accounting Directive. The main difference between these definitions and those proposed in SOU 2014: 22 is that public limited companies whose shares are not listed on a regulated market are not included in the accounting directives define. The number of listed public limited companies is around 270. This means that around 1 000 public limited companies are unlisted in that sense. Several of them turn to the market, however, other means for their capital, e.g. by trading on a trading venue AktieTorget or First North. If the memorandum proposed instead was come strictly from the minimum requirements of the amending Directive lays down the number of companies that would have been covered by the requirement of establishing a sustainability report has been, roughly, around 100th
The Commission's impact assessment estimated the cost of reporting ofnon-financial information to between 600 and 4300 euros per company per year, ie between about 5500 and 40 000 per year and the company. The difficulty of estimating the administrative cost is partly because some of the reporting requirements based on the principle of "comply or explain". This means that a company does not need to have any policy for example,human rights, but only to explain the reasons for it have not. Especially the first few years a company reports the information costs will probably be located in the upper part of the range, or even higher. The assessment should also be compared with Tillväxtverkets measurements of the costs of establishing the corporate governance report. Growth Board estimates the cost to approximately 65 000 per company and year.
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The impact assessment should be considered in that many Swedish companies that already provide sustainability information in any form. The 50 State wholly or partly owned companies sustainability report according to GRI guidelines. Among the listed companies, the proportion of companies that provide sustainability information great. It is mainly listed companies with larger market capitalization sustainability report or provide information, but it also occurs among smaller listed companies. An estimated sustainability reports about a hundred of listed companies, but many more provide such information in any form. The trend in recent years has been that more and more companies provide sustainability information. The additional cost incurred by the company because of the changes proposed will be limited. It should also be taken into account that there already is a requirement to provide some of the information in the sustainability report should include in the annual report. So it is only part of the cost of the sustainability report can be attributed to the new requirements.Roughly speaking, it is about more than half, but hardly more than three quarters of that cost.
In business costs, the benefits of establishing a sustainability report should be considered. A greater awareness of sustainability issues in business leads to a more sustainable society. An increased focus within enterprises on personnel issues, such as equality, probably leading to improved equality and otherwise to a better working environment. Through greater attention to sustainability factors as environment, community and staff can often saves money for companies. Openness about how society's resources are used is a means of competition in the capital market and strengthen confidence in how the company is managed. It thus contributes to strengthening the company's brand and competitiveness. The benefits are estimated together have a value that exceeds the costs.
The proposal on diversity policy affects large listed companies.Roughly affected around 100 companies of the proposal. The introduction of the requirements on disclosure on diversity policy in the corporate governance report will mean that it takes longer for companies to prepare the report. The time required depends of course on whether the company applies any diversity policy or not.For those companies that do, the administrative costs estimated move of about 8 000 per company and year.
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The purpose of the requirement of reporting on diversity policy is to give market access to information on how companies are working on these issues, which indirectly puts pressure on companies to increase diversity on the boards. An increased diversity in the board contribute generally to the effective supervision of the management and the successful management of the company. Equality is an aspect of diversity. Current provision in the Annual Accounts Act that companies with more than ten employees to report gender distribution among senior executives (5 ch. 18, § b) has not led to an adequate gender balance on the boards. The proportion of women among the board members of listed companies was 24 percent in 2013. 14Among the chairpersons were women, only five percent. It can be compared with state enterprises, which in the same year 47 per cent of directors and 37 per cent of the chairpersons were women. The requirement to report about the company's diversity policy is likely to contribute to greater equality and greater diversity on boards.
Companies Registration Office checks that the companies' annual reports submitted to the Authority within the statutory period. It will include a verification of the sustainability report included in the annual report or the annual report, an indication that the report was prepared separately. Such control involves some additional work for the Issue. Surplus-labor concerns, however, a limited number of companies and should be accommodated within existing frameworks.
Some questions have been left to self-regulation and the development of generally accepted accounting principles. That means some additional work for example, Swedish Corporate Governance Board and the Accounting Standards Board. For the Board some causes changes in the law, a review of the Board's general advice and guidance information. Board deemed not to have to be more resources for its further work.
14 Statistics Sweden's publication Women and men - Facts and 2014's. One hundred and first
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4 Constitutional Comment
4.1 The draft law amending the Bank Act (1987: 619)
Chapter 4 a. Audit
The audit report
13 § The audit report should contain a statement as to whether the financial statements have been prepared in accordance with the Act (1995: 1559) for Credit Institutions and Securities Companies. The statement must specify, in particular
1. whether the financial statements give a true and fair view of the bank's results and financial position, and
2. the management report is consistent with the annual report
other parts.
Does not contain the annual report such information to be provided in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies, should the auditors state that fact and, if possible, provide the necessary information in his story.
The first and second paragraphs do not apply in respect of the audit of such a sustainability report referred to in Chapter 6. 1 § Annual Accounts Act for Credit Institutions and Securities Companies and included in the Report. In that matter, the audit report instead contain a statement as to whether such a report has been prepared or not.
The section contains provisions on the audit report content. The findings are contained in section 3.5. The section carried out in part Article 1.1 of the amending directive.
In the third paragraph is an addition to an auditor's review of the sustainability report. The change reflects the change in Chapter 9. § 31 of the Companies Act (2005: 551). For comments, refer to the Constitutional commentary to that section.
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Coming into force and transitional provisions
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
The new rules will enter into force on 1 July 2016. They will first apply for financial years beginning immediately after December 31, 2016. For a company with a calendar year as its fiscal year, it means that the provisions should be applied for the first time in the preparation and publication of the annual report ( or, where appropriate, the annual report from the standalone sustainability report) for the fiscal year 2017.
4.2 The draft law amending the Annual Accounts Act (1995: 1554)
Chapter 6. Management report etc.
management Report
1 § The management report must include a fair review of the development of the company's operations, financial position and results. When necessary for the understanding of financial statements, overview, include references to and additional explanations of amounts reported in other parts of the annual report.
Information should also be provided on
1. such conditions as not to be recognized in the balance sheet, income statement or the notes, but that are important for the assessment of the development of the company's operations, position and performance;
2. such significant events for the company that has occurred during the financial year,
3. company's likely future development including a description of the principal risks and uncertainties to which the company is
infront of,
4. The company's research and development,
5. The company's foreign branches,
6. The number and ratio value of the own shares held by the company, the amount of share capital that these shares represent, and the amount of the consideration paid for the shares,
7. Number and ratio value of the own shares acquired during the financial year, the share of the capital which they represent, and the amount of the consideration paid,
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8. Number and quota value of the shares that have been sold during the fiscal year, the amount of share capital which they represent, and the size of the compensation that has been obtained, and
9. The reasons for acquisitions or transfers of own shares that have
occurred during the financial year.
If it is essential for the assessment of the company's financial position and results, it should also be provided the following information regarding the use of financial instruments:
1. Objectives and principles of financial risk management in addition, for each major type of forecasted business transaction for which hedge accounting is used, the principles applied for hedge, and
2. exposure to price risk, credit risk, liquidity risk and cash flow risks.
In addition to the information required under the first to thirdsubparagraphs, the management report contain such non-financial information needed for understanding the Company's performance, position or results which are relevant to the particular business, including information relating to environmental and employee matters.Companies engaged in activities that require permits or notification under the Environmental Code should always provide information on the impacts on the environment. If the information is provided in our annual report from such a separate document referred to in § 13, they need not be provided in the management report.
Second paragraph 3-5, third paragraph and fourth paragraph does not apply to small companies.
The section deals with the administration of the story content. The section carried out in part Article 1.1 of the amending directive.
Of the new provision in the fourth paragraph states that the company does not need to provide non-financial information in the management report on these rather than be left in a separate sustainability report was prepared. If the company elected to prepare the sustainability report as a separate from the annual report, it shall be stated in the management report under § 13, second paragraph.
Corporate Governance Report
§ 6 Directors' Report for the companies whose transferable securities are admitted to trading on a regulated market shall include a corporate governance report, unless the company has chosen on the basis of § 8 instead establish an annual report from the separate corporate governance report.
Corporate governance report must contain information about the
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1. the principles of corporate governance are applied, in addition to those required by law or regulation, and the details of these principles are available,
2. the key elements of the Company's internal control system
and risk management related to financial reporting,
3. direct or indirect shareholding in the Company, representing at least one-tenth of the voting rights for all shares in the company,
4. restrictions on how many votes each shareholder may cast at a General Meeting,
5. The provisions of the Articles of Association concerning the appointment and entle-
whelming of directors and amendments to the Articles of Association,
6. by the General Meeting not authorized the Board to resolve to issue new shares or repurchase its own shares,
7. the shareholder meeting, AGM's main decision-making rights, shareholders' rights and how these rights are exercised, to the extent that these conditions are not stipulated by law
or regulation,
8. how the Board and, where appropriate, the company established committees are composed and how they work, to the extent that these conditions are not stipulated by law or regulation and,
9. if the company in the last two fiscal years has met more than one of the conditions a-cin Chapter 1. § 3, first paragraph 5, the diversity policy, which apply to the Board, the objective of the policy, the policy has been applied during the year and the result of it.
If the company does not apply a code of corporate governance, the reasons shall be stated. If the company applies the Corporate Governance Code, it shall, where appropriate, indicate the parts of the code which the company departs from and the reasons for it. If a company referred to in the second paragraph 9 does not apply any diversity policy, the reasons shall be stated.
The section contains provisions on corporate governance report. The findings are contained in section 3.7. The section carried out in part Article 1.2 of the amending directive.
According to the new point 9 of the second paragraph should corporate governance report for certain limited liability companies contain information on the diversity policy, which apply to the Board. The information shall include a description of the diversity policy with regard to aspects such as age, sex, education and professional background. Diversity policy, for example, applied during the nomination, election of directors and the induction and training of members. The report should also describe the goal of diversity policy. It may e.g. be a better gender balance on the board or an expansion of the Board's expertise in certain areas.
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The policy should be followed by a description of the corporate governance report on how it has been applied and the results of the application during the financial year.
The requirement for information on diversity policy covers only those companies whose securities are listed on a regulated market and that the last two years, met more than one of the conditions for large enterprises as defined in point a to c in Chapter 1. § 3, first paragraph 5 of the new wording proposed in SOU 2014: 22nd
By extension in the third paragraph may be inferred that a company of the kind specified may choose not to apply any diversity policy.Under the scheme, the company in that case obliged to give reasons for the corporate governance report.
The Board's responsibility for establishing the corporate governance report and its content also includes information about the diversity policy. It says nothing about who or which company bodies to establish diversity policy. The question is unregulated. It is primarily self-regulation area if necessary, supplement the prevailing norms in this regard.
7 § A limited company with only transferable securities other than shares admitted to trading on a regulated market does not need in the corporate governance report provide the information specified in § 6, second paragraph 1 and 7 -9 , and in the third paragraph of the same section. This does not apply if the company's shares are traded on a trading platform under Chapter 1. 5 § 12 Act (2007: 528) regarding the securities market.
The section provides for relief in terms of the content corporate governance report should have for certain companies. The findings are contained in section 3.7. The section carried out in part Article 1.2 of the amending directive.
The section is a change which means that the corporate governance report for companies that have only listed securities other than shares need not include information about the diversity policy.
sustainability Report
§ 10 Directors' Report for a large company and a public-interest entity shall include a sustainability report, unless the company has chosen to under § 13 instead establish an annual report from the separate sustainability report.
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The first paragraph does not apply to subsidiaries of it and all of its subsidiaries are subject to a sustainability report for the Group has been prepared by the parent company under Chapter 7. 31 a §.
The section, which is new, provides that certain companies must prepare a sustainability report. The findings are contained in sections 3.2 and 3.5. The section carries out part of Article 1.1 of the amending directive.
In the first paragraph there is a requirement for sustainability reporting for large companies and public interest entities. Company categories are defined in Chapter 1. § 3 of the version proposed in SOU 2014: 22nd
The main rule is that the sustainability report to be included in the management report. The company may, however, under certain circumstances, choose to establish the directors' report and annual accounts separate document. Detailed rules if there is in § 13.
It is natural that the report will be a special section of the management report, if it is included in this. As with other parts of the annual report are the responsibility of the Board to ensure that the sustainability report is established, see eg Chapter 8. § 4 of the Companies Act (2005: 551). It is also the Board, which has ultimate responsibility for the report's content. There is no legal requirement that the sustainability report to be signed by the directors when prepared as an annual report separate document. In cases where it is included in the annual report, the situation is different because it is a requirement of signing of financial statements (2 Ch. 7 § Annual Accounts Act).
In the second paragraph exempts certain subsidiaries from the requirement of establishing a sustainability report. If the parent company establishes a sustainability report for the group that includes current subsidiaries and all of its subsidiaries, does not need the subsidiary set up their own sustainability report. Provisions for the parent company's preparation of the sustainability report for the Group is in Chapter 7. 31 a §.
11 § Sustainability report shall include the non-financial information needed for understanding the Company's performance, financial position, results and impacts of its activities, including information on matters related to environmental, social, staff, respect for human rights and anti-corruption. The information should describe
1. The company's business model,
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2. The policy applied by the company in the issues, including the control procedures have been implemented,
3. The results of the policy,
4. The most significant risks related to the issues and are linked to
the company's business, including, where appropriate, the company's business relationships, products or services that are likely to have negative consequences,
5. how it manages risk, and
6. The second non-financial conditions that are relevant to operations.
Sustainability report will also, where appropriate, include references to and additional explanations of amounts reported in the financial statements. If specific guidelines adopted in the preparation of the sustainability report, it shall be stated in the report.
If the company does not use any policy in one or more of the questions in the first paragraph should state the reasons.
The section, which is new, containing provisions on sustainability report content. The findings are contained in section 3.3. The section carries out part of Article 1.1 of the amending directive.
As stated in § 10 covers the requirements of sustainability reporting only large companies and public interest entities. According to the first paragraph of this section shall sustainability report contain non-financialinformation to the extent necessary to understand the company's development, financial position and results of the impact of its activities. The information shall at least relate to issues of environmental, social, staff, respect for human rights and anti-corruption. The corruption included giving and taking of bribes.
Regarding environmental issues shown by amending the preamble (paragraph 7) that the report should contain information about the current and foreseeable consequences of its activities on the environment and, where appropriate, health and safety, the use of energy from renewable and non-renewable sources, greenhouse gas emissions, water use and air pollution. Further stated regarding social and employee-related issues that the information in this report may reflect measures taken to ensure gender equality, the implementation of the fundamental ILO conventions, labor, social dialogue, respect for the right to information and consultation, respect for trade union rights, health and safety at work and dialogue with local groups and measures taken to ensure the protection
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and development of these groups. In terms of human rights and the fight against corruption, the report may include information about measures for the prevention of violations of human rights and the existing instruments for combating corruption.
In a separate list in the paragraph second sentence specifies what information should describe.
According to paragraph 1 shall include a description of the company's business model. The description should naturally relate to current sustainability issues. There is no requirement to describe the scope. It can therefore be brief.
The report shall be in accordance with paragraph 2 shall include a description of the company's policy in the current sustainability issues, including the control procedures implemented. A policy can be described as basic principles for business conduct. The text of the directive talks about the procedures of the due diligence carried out. The term due diligence is used in Sweden usually as the description of the audit, due diligence, made before the transfer of businesses. In this context, the term used in the directive referred to the auditing procedures applied as an instrument for achieving the company's goals of sustainability issues. According to the preamble to the amending Directive (recital 6), the report should, where relevant and proportionate, contain information about the company's due diligence review with respect to its suppliers and subcontracting chains to identify, prevent and mitigate actual and potential negative consequences.Information on audit procedures, for example, describe how the company investigates and monitors environmental issues and working with suppliers or business partners.
According to point 3, the sustainability report on the outcome of the policy. The company will then continuously monitor and analyze how it complies with its policy of sustainability issues and the effect this has.
According to point 4, the report shall also include a description of the principal risks of the company's activities related to current sustainability issues. That means, according to amend the preamble (paragraph 8) that companies should provide non-financial information on the issues where it seems most likely that significant risks can lead to serious consequences, and those consequences
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already occurred. Consistency the severity should be judged by the extent and severity they are. The risks of adverse consequences may arise from the company's own business or be linked to its activities. Where appropriate, the description also included information on expected adverse effects linked to the company's products, services and business relationships, including suppliers and subcontracting chains. With the limitation to what is appropriate provided that there should be a balance of what is relevant for the risk assessment and proportionate to require the company.
Under point 5, it shall be described how the company manages risks.
According to item 6 of the report shall also describe other non-financial factors that are relevant to operations.
The provision in the second paragraph , first sentence states that the sustainability report should include references to and additional explanations of amounts in the financial statements when it is appropriate. The information may e.g. considerable costs for staff or environmental investments in machinery or other assets that have been made.
The reporting of the information may, under the amending directive be in accordance with national, EU-based or international guidelines. The companies will under the paragraph second sentence, where appropriate, specify which guidelines it used to. In Sweden, sustainability reporting is often the Global Reporting Initiative (GRI) guidelines. Some Swedish guidelines do not currently exist, but must provide a translation of the GRI guidelines. GRI also has industry-specific standards. For example, there are specific guidelines for companies operating in the livestock, oil and gas, financial services and media.
Companies that establish a sustainability report under this section shall be deemed to have fulfilled the obligation in Chapter 6. § 1 fourth paragraph, first sentence, to provide non-financialinformation in the management report. This applies whether the sustainability report included in the management report or made separately. Regarding the latter case, it is apparent from Chapter 6. § 1 fourth paragraph.
According to the third paragraph , companies that do not apply a policy to one or more of the questions indicate the reasons for the report. The explanation must be clear and motivated. the provision
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shows that companies can choose not to have any policy in the mentioned issues.
12 § Information on impending developments or matters under negotiation do not have to be included in the sustainability report, if the board can specify reasons for such publication would damage the company's market position seriously and the omission does not prevent understanding the Company's performance, financial position, results and impacts of its Operation.
The section, which is new, deals with the establishment of a separate sustainability report. The findings are contained in section 3.4. The section carries out part of Article 1.1 of the amending directive.
The section is an exception to what should be included in the sustainability report. This applies to information about impending developments or matters under negotiation. The information can only be omitted if a publication deemed to damage the company's market position seriously and the omission does not prevent understanding of the company's development, performance, status and impact of its activities. A fundamental requirement of reporting is that it should be fair and balanced, and it must not be infringed. The Board is responsible for preparing the sustainability report, and also the assessment of relevant information to be omitted from a sustainability report. The board must be able to justify its assessment. There is no requirement to take in the grounds of the sustainability report.
The provision, for example, apply in the case of precise information on the not yet launched products, new manufacturing processes under development or negotiations with new suppliers, and the company competitive reasons can not provide this information. The exemption covers only information to be provided under the terms of the sustainability report.There may be other rules that make the information still must be provided in the annual report.
13 § Instead of establishing sustainability report as part of the management report in accordance with § 10 the company may choose to draw up a report from the annual separate document. The report shall also in such a case, have the content shown in §§ 11 and 12. It shall be forwarded to the company's auditors within the same time as the annual report.
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If the company has chosen to establish a sustainability report in accordance with this paragraph shall be specified in the management report.
The section, which is new, deals with the establishment of a separate sustainability report. The findings are contained in section 3.5. The section carries out part of Article 1.1 of the amending directive.
Of the first paragraph shows that a company as an alternative to letting the sustainability report included in the management report can establish a separate report. Such a report is not part of the annual report. In § 14 specifies the situation regarding auditor examination of the report. Chapter 8. 15 a § appears that the report be made public. It follows the rules of the Board of Directors to ensure that the report drawn up and that the board has the ultimate responsibility for its content (cf. the commentary to § 10).There is no legal requirement that the sustainability report to be signed by the directors when prepared as an annual report separate document. The report shall be submitted to the company's auditors within the same time as the annual report, ie it in Chapter 8. § 2 stipulated period.
Of the second paragraph is clear that it can be inferred from the management report of the Company has decided to establish a separate sustainability report under this section.
14 § If the management report contains an indication referred to in § 13 second, the company's auditor for a written, signed statement to comment on whether such a report referred to therein is established or not.
The auditor's opinion shall be submitted to the board of directors within the same time as the audit report, and then appended to the sustainability report.
The section, which is new, provides for the auditor's review of the sustainability report in cases where it has been established as a separate document alongside the annual report. The findings are contained in section 3.5. The section carries out part of Article 1.1 of the amending directive.
Of the first paragraph indicates that the provisions apply if the administration report stated that the company decided to establish a separate sustainability report. In such cases, the auditor's opinion in a comment on whether such a report actually drawn up or not.In the same way as its review of the management report detailed sustainability report, the auditor shall
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Thus, in its review under this section to go through the report to the extent that it can be stated that the report in any real sense is such a report, which is regulated by law.
The detailed scope of the auditor's review to be decided within the framework of self-regulation and the development of good auditing.
The second paragraph contains a provision that the auditor's opinion shall be submitted to the Board within the same time as the audit report. The auditor's opinion shall be annexed to the report. The purpose of the provision is that the Swedish Companies Registration Office and the company's external stakeholders to easily verify that the report has been audited.
Chapter 7. Consolidated
Management report etc.
31 a § If the parent company of a large group is a large company or a firm of public interest, the Management Report for the Group include a sustainability report for the Group prepared in accordance with Chapter 6. §§ 11 and 12, unless the company chooses to applying Chapter 6.13 § instead prepare a sustainability report as the consolidated accounts separate document.It is said about the annual report should instead refer to the consolidated financial statements.The provisions of Chapter 6. §§ 11 and 12 if the company should instead refer to the Group.
If the Directors' Report contains such information as referred to in Chapter 6.§ 13, second paragraph, shall apply also to Chapter 6. § 14.
The first paragraph does not apply to subsidiaries of it and all of its subsidiaries are subject to a sustainability report for the Group has been prepared by the parent company.
The section, which is new, provides for the establishment of a sustainability report for large groups when the parent is a big company or a firm of public interest. The findings are contained in section 3.6. The section carries out partial amendment of the directive in Article 1.3.
The general rule under the first paragraph is that the management report for a large group whose parent company is a large company or a public-interest entity shall include a sustainability report for the Group. The report shall be prepared in accordance with Chapter 6. 11
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and 12 §§. It specifies what information the report should contain, and exemption from the disclosure requirement. The parent may choose to instead establish the consolidated accounts separate sustainability report pursuant to Chapter 6. § 13. The same rules apply to the content of the report when it is included in the management report. If sustainability report was prepared separately shall be indicated in the management report. For further comment, see the comments to chapter 6. 11-13 §§.
If sustainability report has been prepared separately, the company's auditor for the result of the second paragraph of the opinion comment on whether the report has been prepared or not. For further comment on the auditor opinion refer to the commentary to Chapter 6. § 14. In Chapter 8. 15 a § Annual Accounts Act contains rules on the publication of a sustainability report drawn up separately. These rules extend to the groups' sustainability reports have been prepared separately (see Chapter 8. § 16).
In the third paragraph excludes certain subsidiaries of a group from the requirement of establishing a sustainability report for the group.The provision corresponds to Chapter 6. § 10, second paragraph.
Chapter 8. Publication
Publication of the annual report, etc.
15 a § A corporate governance report or a sustainability reportaccording to Chapter 6. 8 or 13 § has been established as an annual report from separate document to be published together with the management report. The provisions of the publication of the management report applies mutatis mutandis to the publication of the Corporate Governance Report and Sustainability Report .
Instead of publishing the corporate governance report or sustainability report in accordance with the first paragraph may nowchoose to within six months from the closing date of publication of the report by making it available on the company's website. The management report will then include information about this and an indication of the website where the report is available.
The second paragraph does not apply if the information referred to in Chapter 7. § 31, second paragraph under the third paragraph of the same section has been included in the parent company's corporate governance report instead of in the management report for the Group.
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The section contains specific provisions on the publication of the corporate governance report and sustainability report when it has been established as an annual report from separate document. The findings are contained in section 3.5. The amendments to paragraph implements partial amendment of the Directive Article 1.1.
The change in the first paragraph means that the disclosure provisions include sustainability report. The main rule is that sustainability reports, both individual and corporate groups, will be published together with the management report also in cases where the company has chosen, in accordance with Chapter 6. § 13, draw up a report from the annual separate document. The provisions of the publication of the management report in Chapter 8. applies in these cases mutatis mutandis to the publication of the report. This means, inter alia, that the usual sanction rules on late fees and ultimately forced liquidation will be applicable for failure to submit the report.
Whether the report is included in the management report or not assumed Companies Registration Office does not make any detailed examination of the content of the report in connection with the submitted. Similar to what applies in the case of the auditor's review of the report, it is natural that the work makes an assessment of the report in any real sense is such a report under the Act. To a document lodged has been named sustainability report is not enough. If the auditor has not had any objections in this regard, the report should normally be accepted also by the Companies Registration Office.
According to the amendment to the second paragraph , the company may choose to publish sustainability report by publishing it on the company website within six months from the closing date. For this exception to the general rule in the first paragraph shall be applicable it is necessary and that the report is actually available on the company website, and that the management report contains a reference to the site. If any of these conditions flaws, the principal rule in the first paragraph of the report to be submitted to the Companies Registration Office. In such cases, consequently, the same sanctions apply as if the company would submit the report too late to the Swedish Companies Registration Office or, indeed, not to give it. Extension of the time within which reports should be made public also includes the Corporate Governance Report.
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The Act contains no provisions on how long report will be available on the company's website. It is natural that the report remains on the site, in any case, until a new report has been published. It is left to self-regulatory bodies and to the development of good practice in the stock market as to specify what should apply in the sense of the Corporate Governance Report. Similarly, it is left to self-regulatory bodies and to the development of good accounting to more closely define what should apply with regard to the sustainability report.
Consolidated financial statements and consolidated audit report
16 § This chapter also apply to the consolidated accounts , the consolidated audit report and the Group's sustainability report with the following exceptions:
1. Notwithstanding the provisions of § 3 2, and 5 is the parent always obliged to give up the consolidated accounts and consolidated audit report to the registration authority.
2. Notwithstanding the provisions of § 15, second paragraph have incomplete
consolidated financial statements, except in cases provided for in § 15 fourth paragraph, published together with the consolidated audit report, of incompleteness consists of data specified in Chapter 7. § 16 and which are of negligible interest with respect to the requirement for accuracy, have been omitted.
The section is about how the provisions of this chapter shall apply to the consolidated financial statements, the consolidated audit report and sustainability report for the Group. The addition of the first paragraph, the provisions of § 15a of the publication of a sustainability report also apply to the Group's sustainability report when the parent company decided to establish it as one of the consolidated accounts separate document.
Coming into force and transitional provisions
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
The new rules will enter into force on 1 July 2016. They apply the first time for the financial year starting next
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after December 31, 2016. For a company with a calendar year as its fiscal year, it means that the provisions should be applied for the first time in the preparation and publication of the annual report (or, where applicable, the annual report from the standalone sustainability report) for the fiscal year 2017.
4.3 The draft law amending the Act (1995: 1559) for Credit Institutions and Securities Companies
Chapter 6. Management report etc.
Annual Accounts Act application
§ 1 The following provisions of Chapter 6. Annual Accounts Act (1995: 1554) shall apply:
§ 1 , first to fourth paragraphs of narrative content management, § 2 of the proposal for the appropriation of profit or loss, etc.,
2 a § of certain information in the annual report of the company whose shares are admitted to trading on a regulated market or an equivalent market outside the European Economic Area,
§ 3 first paragraph of certain information concerning economic associations,
§ 5 of Cash Flows , and 10-14 §§ sustainability report.
Commercial banks, credit and securities companies whose shares are admitted to trading on a regulated market in Sweden will also apply to Chapter 6. 1 a § Annual Report Management Act narrative content.
Commercial banks, credit and securities companies whose transferable securities are admitted to trading on a regulated market shall also apply to Chapter 6. 6-9 §§ Annual Accounts Act regarding corporate governance report.
The section contains provisions on the Annual Accounts Act's application.
The addition of the first paragraph means that credit institutions and investment firms must establish a sustainability report in accordance with the rules in Chapter 6. 10-14 §§ Annual Accounts Act. For further comments, reference is made to the Constitutional commentary on those provisions.
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Chapter 7. Consolidated
Annual Accounts Act application
2 § With regard to the provisions of § 3, the following provisions on consolidated financial statements in Chapter 7. Annual Accounts Act (1995: 1554) shall apply:
§ 4 of the consolidated parts,
§ 5 of subsidiaries to be included in the consolidated financial statements,
§ 6 of rationality, good accounting and fair view,
§ 7 second paragraph of the currency,
§ 8 first sentence on the general requirements on the consolidated balance sheet and consolidated income statement,
9 § of non-controlling interests,
§ 10 of that balance sheet;
§ 12 on uniform principles for the consolidated accounts and the annual report,
§ 13 of eliminations between Group companies,
15 § of changes in Group structure,
§§ 16 and 17 for details of subsidiaries and other companies,
18-22 A §§ of the subsidiary must be included in the consolidated financial statements,
25-30 §§ about how investments in associated companies and other businesses should be included in the consolidated financial statements,
§ 31 second and third paragraphs of the Group's system of internal control and risk management , and
31 a § sustainability report for the Group.
The section contains provisions on the Annual Accounts Act regarding the consolidated application.
The amendment means that the undertaking of credit institutions, investment companies or financial holding companies shall draw up a sustainability report in accordance with the rules in Chapter 7. 31 a § Annual Accounts Act. For further comments, reference is made to the Constitutional commentary to that provision.
Consolidated financial statements of a parent covered by IAS Regulation
7 § Companies referred to in § 1 and subject to Article 4 of Regulation (EC) No 1606/2002 of 19 July 2002 on the application of international accounting
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standards should apply only to the following provisions of this chapter:
1. § 1 concerning the obligation to draw up consolidated accounts and in some cases, capital adequacy analysis,
2. § 2 as regards the reference to
a) Chapter 7. § 4, first paragraph 4 Annual Accounts Act (1995: 1554) on the management report,
b) Chapter 7. § 12 of the same Act on uniform valuation principles,
c) Chapter 7. § 31 second and third paragraphs of the same Act con-
Group's system of internal control and risk management,
d) Chapter 7. 31 a § same team of sustainability report for the Group,
3. § 4 as regards the references to
a) Chapter 2. § 2 of this Act, in the part section refers to the Annual Accounts Act in Chapter 2. § 5 of the language and form, and Chapter 2. § 7 on the signing,
b) Chapter 3. 4 § 1-4 this law on division of equity,
c) Chapter 5. § 1 of this Act, in the part section refers to the following provisions in Chapter 5. Annual Accounts Act:
- § 20 of loans to senior executives,
- § 22 on the average number of employees during the financial year,
- 33 § for further information about loans for senior
tives,
- § 40 for additional information about employees,
- § 41 of the gender distribution among senior executives,
- § 43 first paragraph 1 and the second and third paragraphs concerning remuneration, allowances and social costs,
- 44 § of pensions and similar benefits,
- 45 § of the previous Board and Chief Executive Officer,
- § 46 of deputies and Executive Vice President,
- § 47 of severance agreements, and
- 51 § of remuneration to the auditor,
d) Chapter 5. 2 § 2 of this Act with the specific rules on supplementary information,
e) Chapter 6. § 1 of this Act, in the part section refers to Chapter 6. § 1, first to third paragraphs of the Swedish Annual Accounts Act, the annual report content and to Chapter 6. 2 a § Annual Accounts Act for certain information in the annual report;
f) Chapter 6. § 2 this law on specific information in the management report, as well
4. 5-6 a §§ when consolidated financial statements need not be established.The company does not need to provide information in accordance with Chapter 6. § 1 of
information is provided elsewhere in the report. In such case, the management report contain a reference to the location where the data are disclosed.
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The section contains provisions on the Annual Accounts Act regarding the consolidated application of a parent covered by IAS Regulation.
The amendment means that the undertaking of credit institutions, investment companies or financial holding companies subject to theIAS Regulation shall draw up a sustainability report in accordance with the rules in Chapter 7. 31 a § Annual Accounts Act. For further comments, reference is made to the Constitutional commentary to that provision.
Chapter 8. Publicity
Annual Accounts Act application
§ 2 The following provisions of Chapter 8. Annual Accounts Act (1995: 1554) shall apply:
§§ 14 and 15 on the publication of the annual report,
15 a § on the publication of the Corporate Governance Report and Sustainability Report , and
16 § 2 of the omission of information in the consolidated financial statements.
The section contains provisions on the Annual Accounts Act's application.
The amendment to clause regulates how credit institutions, investment firms and such a parent company to prepare consolidated accounts in accordance with Chapter 7. will publish the sustainability report. For further comments, refer to the commentary to Chapter 8.15 a § Annual Accounts Act.
Coming into force and transitional provisions
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
The new rules will enter into force on 1 July 2016. They will first apply for financial years beginning immediately after December 31, 2016. For a company with a calendar year as its fiscal year, it means that the provisions should be applied for the first time in the preparation and publication of the annual report
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(Or, where applicable, the annual report from the standalone sustainability report) for the fiscal year 2017.
4.4 The draft law amending the Act (1995: 1560) on annual accounts of insurance
Chapter 6. Management report etc.
Annual Accounts Act application
1 § With regard to that provided for in the second paragraph, the following provisions of Chapter 6. Annual Accounts Act (1995: 1554) shall apply:
§ 1 , first to fourth paragraphs of narrative content management, § 2 of the proposal for the appropriation of profit or loss, etc.,
2 a § of certain information in the annual report of the company whose shares are admitted to trading on a regulated market or an equivalent market outside the European Economic Area , and
10-14 §§ sustainability report.
The provisions of Chapter 6. 1 § second paragraph 6-8 Annual Accounts Act for information on the quota value should be rather substantial nominal amount.
Insurance Company, whose shares are admitted to trading on a regulated market in Sweden, shall also apply to Chapter 6. 1 a § Annual Report Management Act narrative content. For the purposes of the said section, the said guidelines of the kind referred to in Chapter 8. § 51 of the Companies Act (2005: 551) instead refer to the guidelines of the kind referred to in Chapter 8.§ 9 Insurance Business Act (1982: 713).
Insurance Company, whose transferable securities are admitted to trading on a regulated market, should also apply to Chapter 6. 6-9 §§ Annual Accounts Act regarding corporate governance report.
The section contains provisions on the Annual Accounts Act's application.
The change in the first paragraph means that insurance companies will establish a sustainability report in accordance with the rules in Chapter 6. 10-14§§ Annual Accounts Act. For further comments, reference is made to the Constitutional commentary on those provisions.
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Chapter 7. Consolidated
Annual Accounts Act application
2 § With regard to the provisions of § 3, the following provisions on consolidated financial statements in Chapter 7. Annual Accounts Act (1995: 1554) shall apply:
2 and 3a §§ when consolidated financial statements need not be established, 4 § 1-4 of the consolidated parts,
§ 5 of subsidiaries to be included in the consolidated financial statements,
§ 6 of rationality, good accounting and fair view,
§ 7 second paragraph of the currency,
§ 8 first sentence on the general requirements on the consolidated balance sheet and consolidated income statement,
9 § of non-controlling interests,
§ 10 of that balance sheet;
§ 12 on uniform principles for the consolidated accounts and the annual report,
§ 13 of eliminations between Group companies,
15 § of changes in Group structure,
§§ 16 and 17 for details of subsidiaries and other companies,
18-22 A §§ of the subsidiary must be included in the consolidated financial statements,
25-30 §§ about how investments in associated companies and other businesses should be included in the consolidated financial statements,
§ 31 second and third paragraphs of the Group's system of internal control and risk management , and
31 a § sustainability report for the Group .
The section contains provisions on the Annual Accounts Act regarding the consolidated application.
The amendment means that the parent which are insurance companies or financial holding companies shall draw up a sustainability report in accordance with the rules in Chapter 7. 31 a § Annual Accounts Act. For further comments, reference is made to the Constitutional commentary to that provision.
Consolidated financial statements of a parent covered by IAS Regulation
§ 5 Companies referred to in § 1 and subject to Article 4 of Regulation (EC) No 1606/2002 of 19 July 2002 on the application of international accounting
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standards should apply only to the following provisions of this chapter:
1. § 1 concerning the obligation to prepare consolidated accounts,
2. § 2 as regards the references to
a) Chapter 7. § 2 and 3a §§ Annual Accounts Act (1995: 1554) on the consolidated financial statements when not need to be established,
b) Chapter 7. § 4, first paragraph 4 of the same Act on förvaltningsberätt-
else,
c) Chapter 7. § 12 of the same Act on uniform valuation principles,
d) Chapter 7. § 31 second and third paragraphs of the same Act regarding the Group's system of internal control and risk management,
e) Chapter 7. 31 a § same team of sustainability report for the Group,
3. § 3 1, 2 and 4 as regards the reference to Chapter 7. § 12 first paragraph of the Annual Accounts Act, with specific rules on when the consolidated financial statements need not be established,
4. § 4 as regards the references to
a) Chapter 2. § 2 of this Act, in the part section refers to the Annual Accounts Act in Chapter 2. § 5 of the language and form, and Chapter 2. § 7 on the signing,
b) Chapter 3. § 5 of this Act,
c) Chapter 5. § 1 of this Act, in the part section refers to the following
provisions of Chapter 5. Annual Accounts Act:
- § 20 of loans to senior executives,
- § 22 on the average number of employees during the financial year,
- 33 § for additional information on loans to senior executives,
- § 40 for additional information about employees,
- § 41 of the gender distribution among senior executives,
- § 43 first paragraph 1 and the second and third paragraphs concerning remuneration, allowances and social costs,
- 44 § of pensions and similar benefits,
- 45 § of the previous Board and Chief Executive Officer,
- § 46 of deputies and Executive Vice President,
- § 47 of severance agreements, and
- 51 § of remuneration to the auditor,
d) Chapter 5. 2 § 3 of this Act with the specific rules on supplementary information,
e) Chapter 5. 3 § 4 of this Act for conditional bonuses,
f) Chapter 5. 4 § 1 and 3-5 this law of equity and provisions
compounds,
g) Chapter 6. § 1 of this Act, in the part section refers to Chapter 6. § 1, first to third paragraphs of the Swedish Annual Accounts Act on Administrative narrative content, and
h) Chapter 6. § 2 this law on specific information in the management report.
The company does not need to provide information in accordance with Chapter 6. § 1 of the information is provided elsewhere in the report. In that case
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should the management report contain a reference to the location where the data are disclosed.
The section contains provisions on the Annual Accounts Act regarding the consolidated application of a parent covered by IAS Regulation.
The amendment means that the parent which are insurance companies or financial holding companies and subject to theIAS regulation sheet shall draw up a sustainability report in accordance with the rules in Chapter 7. 31 a § Annual Accounts Act. For further comments, reference is made to the Constitutional commentary to that provision.
Chapter 8. Publicity
Annual Accounts Act application
§ 2 The following provisions of Chapter 8. Annual Accounts Act (1995: 1554) shall apply
§§ 14 and 15 on the publication of the annual report,
15 a § on the publication of the Corporate Governance Report and Sustainability Report , and
16 § 2 of the omission of information in the consolidated financial statements.
The section contains provisions on the Annual Accounts Act's application.
The amendment regulates how insurance companies and such a parent company to prepare consolidated accounts in accordance with Chapter 7. will publish the sustainability report. For further comments, refer to the commentary to Chapter 8. 15 a § Annual Accounts Act.
Coming into force and transitional provisions
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
The new rules will enter into force on 1 July 2016. They will first apply for financial years beginning immediately after December 31, 2016. For a company with a calendar year as its fiscal year, it means that the provisions should be applied for the first time in the preparation and publication of the annual report
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(Or, where applicable, the annual report from the standalone sustainability report) for the fiscal year 2017.
4.5 The draft law amending the Act (1995: 1570) member banks
Chapter 7a. Audit
The audit report
13 § The audit report should contain a statement as to whether the financial statements have been prepared in accordance with the Act (1995: 1559) for Credit Institutions and Securities Companies. The statement must specify, in particular
1. whether the financial statements give a true and fair view of the bank's results and financial position, and
2. the management report is consistent with other parts of the annual accounts.
Does not contain the annual report of such information should
provided under the said Act, should the auditors state that fact and, if possible, provide the necessary information in his story.
The first and second paragraphs do not apply in respect of the audit of such a sustainability report referred to in Chapter 6. 1 § Annual Accounts Act for Credit Institutions and Securities Companies and included in the Report. In that matter, the audit report instead contain a statement as to whether such a report has been prepared or not.
The section contains provisions on the audit report content. The findings are contained in section 2.5. The amendment to paragraph implements part of Article 1.1 of the amending directive.
The new provision in the third paragraph regulates auditors audit of the sustainability report. The change reflects the change in Chapter 9. § 31 of the Companies Act (2005: 551). For comments, refer to the commentary on that section.
Coming into force and transitional provisions
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
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The new rules will enter into force on 1 July 2016. They will first apply for financial years beginning immediately after December 31, 2016. For a company with a calendar year as its fiscal year, it means that the provisions should be applied for the first time in the preparation and publication of the annual report ( or, where appropriate, the annual report from the standalone sustainability report) for the fiscal year 2017.
4.6 The draft law amending the Companies Act (2005: 551)
Chapter 9. Audit
The audit report
§ 31 The audit report should contain a statement as to whether the financial statements have been prepared in accordance with the law on annual reports. The statement shall indicate
1. whether the financial statements give a true and fair view of the company's results and financial position, and
2. the management report is consistent with other parts of the annual accounts.
If the annual report has not been provided such information to be disclosed by applicable law, the auditor must state this and, if possible, provide the necessary information in his story.
The first and second paragraphs do not apply in respect of the audit of such a corporate governance report referred to in Chapter 6. 6 § Annual Accounts Act (1995: 1554) or such a sustainability report referred to in Chapter 6. § 10 of the same Act . In that matter, the audit report instead contain a statement as to whether such a report has been prepared or not. When it comes to such information in the corporate governance statement referred to in Chapter 6. 6 § second paragraph 2-6 the Annual Accounts Act, the story also contain a statement as to whether the information is consistent with other parts of the annual accounts. If the information of material misstatement, the auditor shall indicate this and provide the necessary information.
The section contains provisions on the audit report. The findings are contained in section 2.5. The amendments to paragraph implements part of Article 1.1 of the amending directive.
In the third paragraph is an addition to an auditor's verification of the sustainability report. According to § 3, the auditor shall, inter alia,review the Company's annual
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accounting. Chapter 6. 10 and 13 §§ Annual Accounts Act is clear that some companies will establish a sustainability report on which will be included in the management report or form from the annual separate document. The provisions of this paragraph apply in cases where the report is included in the management report. The requirements for review by the auditor is less far-reaching in terms of this report and the corporate governance report than when it comes to the financial statements in general. It is only necessary that the audit report contains a statement whether it has prepared a sustainability report or not. The auditor is not required to do any in-depth examination of the content of the report. The report must be reviewed to the extent that the auditor may conclude that it in any real sense is such a report, which is regulated by law. The report, known as sustainability reporting is not enough. It is left to self-regulatory bodies and to the development of auditing standards to specify the intensity of the review should be in this regard.
Chapter 6. 14 § Annual Accounts Act that sustainability report should be subject to equivalent accountant control where the report has been prepared as of the annual separate document. The auditor's conclusions should in those situations, however, be reflected in a separate auditor's opinion and not the audit report.
In the third sentence of the paragraph to clarify that it applies only to the corporate governance report.
The consolidated audit report
38 § In terms of the group audit report applies § 28 first paragraph of the date of submission of the audit report and § 29 first paragraph 2 and the second paragraph of § 30, § 31 first and second paragraphs, § 32 first paragraph 1, 35 and 36 §§ of audit report content. the provisions of § 31 first and second paragraphs do not apply in respect of the audit of a sustainability report for the Group. In that matter, the audit report instead contain a statement as to whether such a report has been prepared or not.
The consolidated audit report introduction shall include the parent company's name and corporate identity of the body or system of norms for consolidated accounts as the parent company has applied.
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In the consolidated financial statements shall be made to the consolidated audit report. If the auditor believes that the consolidated balance sheet or consolidated income statement should not be established, should also be noted on the consolidated financial statements.
The section contains provisions on consolidated audit report. The amendments to paragraph implements part of Article 1.3 of the amending directive.
In the first paragraph, adds a provision that what is said in § 31 first and second paragraphs do not apply in respect of the audit of the Group's sustainability report. The auditor should only rule on whether the report has been prepared or not. This provision was drafted in accordance with § 31, third paragraph, first sentence. For further comment, please refer to the Constitutional comment.
Coming into force and transitional provisions
This Act comes into force on 1 July 2016 and applied for the first time for the financial year beginning immediately after 31 December 2016.
The new rules will enter into force on 1 July 2016. They will first apply for financial years beginning immediately after December 31, 2016. For a company with a calendar year as its fiscal year, it means that the provisions should be applied for the first time in the preparation and publication of the annual report ( or, where appropriate, the annual report from the standalone sustainability report) for the fiscal year 2017.
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EN
IN
(Legislative acts)
DIRECTIVE
EUROPEAN PARLIAMENT AND COUNCIL DIRECTIVE 2014/95 / EU of 22 October 2014
amending Directive 2013/34 / EU as regards certain large firms and groups providingnon-financial information and information about the diversity policy
(Text with EEA relevance)
EUROPEAN PARLIAMENT AND COUNCIL DIRECTIVE
Having regard to the Treaty on the Functioning of the Union, in particular Article 50.1, with regard to the European Commission's proposal,
After transmission of the draft legislative act to the national parliaments, with regard to the European Economic and Social Committee ( 1 ), in accordance with the ordinary legislative procedure ( 2 ), and
Whereas:
(1) In its Communication of 13 April 2011 entitled Single Market Act - Twelve levers to boost growth and strengthen confidence in the Single Market "Working together to create new growth" , the Commission concluded that there is a need to increase transparency so that it social and environmental information that companies in all sectors and of all Member States provides reach the same high level.This is fully in conformity with the possibility of Member States where necessary, require further improvements in the transparency of corporate non-financial information, which in itself is a constant endeavor.
(2) The Commission communication entitled A renewed EU strategy 2011-2014 for Corporate Social Responsibility , adopted on 25 November 2011, repeated that there is a need to improve corporate provision of social and environmental information by a legislative proposal in this area.
(3) In its resolutions of 6 February 2013 on corporate social responsibility: a responsible, transparent and responsible business behavior and sustainable growth and on corporate social responsibility: to work for the interests of society and sustainable recovery for all , the European Parliament recognized the importance of companies publish information on sustainability, eg social and economic factors, in order to identify risks to the sustainability and boost investor and consumer confidence. Provision of non-financial information is really essential to create change towards a sustainable global economy through a combination of long-term profitability and social justice and environmental protection. In this context, the provision of non-financial information to measure, monitor and manage business performance and their impact on society. Calls attent United Thus the Commission to submit a proposal for legislation on corporate provision of non-finan- cial information which means that you can be flexible enough - given the multifaceted Karak artery of corporate social responsibility and corporate varying application of this responsibility - and create sufficient comparability to satisfy both investors' and other stakeholders' needs and the need to make information about companies' social impact easily accessible to consumers.
( 1 ) OJ C 327, 12.11.2013, p. 47.
( 2 ) European Parliament position of 15 April 2014 (not yet published in the Official Journal) and Council Decision of 29 September 2014.
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(4) The coordination of national provisions on certain large companies to providenon-financial information is important for both companies and the shareholders and other stakeholders. A coordination is necessary in these areas because most of these companies are active in more than one Member State.
(5) It is also necessary to lay down certain minimum legal requirements in terms of the extent to which EU companies should make the information available to the public and the authorities. The companies covered by this Directive should provide a fair and complete picture of its policy results and its risks.
(6) In order to provided non-financial information more consistent and comparable across the Union, some large companies to draw up a non-financial report that includes at least information on environmental, social and labor relations, respect for human rights and the fight against corruption and bribery . This report should include a description of policy, performance and risks associated with these issues and be part of the undertaking's management report. The non-financial report should also contain information on the procedures for due diligence by the entity, where relevant and proportionate, even with respect to its suppliers and subcontracting chains, to identify, prevent and mitigate actual and potential negative consequences . Member States should be able to exempt companies covered by this Directive from the requirement to prepare a non-financial report on a separate report relating to the financial year and which covers the same content provided.
(7) If the company should draw up a non-financial report, the report on environmental issues, contain information about the current and foreseeable consequences of its activities on the environment, and, where appropriate, on health and safety, the use of energy from renewable and / or non-renewable sources, greenhouse gas emissions, water use and air pollution. In terms of social and labor relations, information in this report relate to measures taken to ensure gender equality, the implementation of the International Labour Organization's core conventions, working conditions, social dialogue, respect for the right to information and consultation, respect for trade union rights, health and safety at work and dialogue with local groups, and / or measures taken to ensure the protection and development of these groups. As regards human rights and the fight against corruption and bribery to the non-financial report will include information on measures for the prevention of violations of human rights and / or existing instruments against corruption and bribery.
(8) The companies covered by this Directive should provide sufficient information on the issues where it seems most likely that significant risks can lead to serious consequences, along with the risks that have already led to consequences. Consistency the severity should be judged by the extent and severity they are. The risks of adverse consequences may arise from the company's own business or be linked to its activities and, when relevant and proportionate, its products, services and business relationships including suppliers and subcontracting chains. This should not lead to undue additional administrative burdens for small and medium-sized enterprises.
(9) When the companies covered by this Directive to provide this information, they must rely on national frameworks, Union nsbaserade frameworks, such as the Union eco-management and audit scheme (EMAS), or international frameworks such as the United Nations (UN) Global Compact initiative, the guiding principles on business and human rights with the application of the UN framework to protect, respect and remedy ( "protect, respect and remedy"), the OECD guidelines for multinational enterprises, the International standards Organisation ISO 26000, interna tional Labour organization's Tripartite Declaration principles concerning multinational enterprises and social poli policy, the global reporting initiative or other internationally recognized frameworks.
(10) Member States should ensure that there are adequate and effective methods to ensure that companies provide non-financial information in accordance with this Directive. To this end, Member States should ensure that effective national procedures to ensure compliance with the obligations under this Directive and that these procedures are accessible to all natural and legal persons in accordance with national law, a legitimate interest in ensuring that the provisions in this Directive are respected.
(11) In paragraph 47 of the report of the UN Conference Rio + 20 entitled The Future We Want emphasized the importance of corporate sustainability reporting and encourage companies to, as appropriate, to consider integrating sustainability disclosures in their reporting cycle. Even industry, interested governments and stakeholders to support theUnited Nations system , as appropriate, develop models of best practices and facilitate efforts to integrate financial and non-financial information, taking into account the experience from already existing frames.
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(12) Access for investors to non-financial information is a step on the way to the milestone of 2020 have introduced marketing strategy and incentives to encourage companies to invest in efficiency, in the context of the Roadmap to a Resource Efficient Europe.
(13) The European Council in its conclusions of 24 and 25 March 2011 that the overall burden of regulation, particularly for small and medium-sized enterprises, should be reduced at both European and national level and suggested measures to increase productivity, while Europe 2020 strategy for smart, sustainable and inclusive growth aims to improve the business environment for small and medium-sized enterprises and promote their internationalization. In accordance with the principle of "think small first" should be the new disclosure requirements therefore apply only to certain large companies and corporations.
(14) The scope of these requirements on non-financial information should be defined based on company's average number of employees, total assets and net sales. Small and medium businesses should be exempt from the additional requirement, and the obligation to provide a non-financial report should be confined to the large companies that are of public interest and the public interest which is the parent company of a large group, as in all cases has an average of 500 employees, for groups after consolidation. This should not prevent Member States from requiring non-financial information of other companies and groups than the firms covered by this Directive.
(15) Many of the companies covered by the scope of European Parliament and Council Directive 2013/34 / EU ( 1 ) are part of groups of companies. Management Stories for Group should be established so that the information relating such concerns can be communicated to subsidiaries and third parties. National law governing annual reports for the group should be coordinated to the objectives of comparability and consistency to be achieved in terms of the information that companies must publish within the Union.
(16) Statutory auditors and audit firms should verify only that the non-financial report or the SEPA rata report has been submitted. In addition, Member States should be able to request that the information in the non-financial report or in the separate report verified by an independent provider of quality assurance services.
(17) In order to facilitate the companies' provision of non-financial information, the Commission should draw up non-binding guidelines with the general and sectoral non-financialkey performance indicators. The Commission should take into account current best practices, international development and results of the related Union nsinitiativ. The Commission should carry out appropriate consultations, including with the parties concerned. When examining the environmental analysis should at least cover land use, water use, greenhouse gas emissions and use of materials.
(18) Diversity of skills and attitudes of members of the company 's administrative,management and supervisory sorgan create greater understanding of the undertaking's organization and operations. It allows members to constructively to challenge management decisions and be more open to innovative ideas, which counteracts a regimented approach among the members, so-called groupthink. It thus contributes to effective oversight of management and the successful management of the company. It is therefore important to increase the transparency of the diversity policy is applied. In this way, market information on corporate governance, thereby indirectly put pressure on companies to increase diversity on the boards.
(19) The obligation to provide information on their diversity policy with respect tothe administrative, management and supervisory bodies in terms of aspects such as age and gender, or educational and professional background should apply only to certain
big companies. The Enlightenment of the diversity policy should be included in the corporate governance report in accordance with Article 20 of Directive 2013/34 / EU. If it does not apply to any diversity policy, it should be no obligation to establish such, but corporate governance report should include a clear explanation of why this is so.
( 1 ) European Parliament and Council Directive 2013/34 / EU of 26 June 2013 on the annual accounts, consolidated financial statements and related reports of certain types of companies, amending European Parliament and Council Directive 2006/43 / EC and repealing Council Directive 78/660 / EEC and 83/349 / EEC (OJ L 182, 29.6.2013, p. 19).
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(20) Initiatives at Union level, including country-specific reporting for several sectors, as well as the European Council's references in its conclusions of 22 May 2013 and on 19 and 20 December 2013 for large firms and groups country-specific reporting, similar provisions in the European Parliament and Council Directive 2013/36 / EU ( 1 ), and international efforts to increase transparency concerning financial information have been identified. Within the framework of the G8 and the G20, the OECD has been asked to develop a standardized reporting template for multinational companies to report to the tax authorities where in the world they make their profits and pay taxes. Such a development complements the proposals in this Directive and appropriate action for their respective purposes.
(21) Since the objective of this Directive, namely to make the information that some large companies and groups in the EU providing more relevant, consistent and comparable, can not be sufficiently achieved by the Member States, but rather, because of its effects can be achieved better at Union level, the Union may adopt measures, in accordance with the principle of subsidiarity in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality in that Article, this Directive does not go beyond what is necessary to achieve this goal.
(22) This Directive respects the fundamental rights and principles recognized by the Charter of Fundamental Rights of the European Union, including business freedom, respect for privacy and protection of personal data. This Directive must be implemented in accordance with these rights and principles.
(23) Directive 2013/34 / EU should therefore be amended accordingly.
ADOPTED THIS REGULATION:.
Article 1
Amendments to Directive 2013/34 / EU
Directive 2013/34 / EU is amended as follows:
1) The following article is inserted:
"Article 19a
Non-financial reporting
1. Large companies that are of public interest and the balance sheet date exceeds the criterion of the fiscal year, on average, have had 500 employees are in its annual report to insert a non-financial report that information to the extent necessary to understand the company's development, results, financial position and the conse quences of its actions, at least in matters relating to environmental, social and human, respect for human rights, combating corruption and bribery, including:
a) A brief description of the company's business model.
b) A description of the policy that the company complies with these issues, including the procedures for due diligence review conducted.
c) The result of this policy.
( 1 ) European Parliament and Council Directive 2013/36 / EU of 26 June 2013 if access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87 / EC and repealing Directives 2006/48 / EC and 2006/49 / EC (OJ L 176, 27.6.2013, p. 338).
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d) The principal risks related to these issues, which are linked to the company's operations, including, where rele vant and proportionally, its business relationships, products or services, and that is likely to have a negative impact on these areas, and how the company handles these risks.
e) Non-financial key performance indicators relevant to the particular business.
If the company does not follow any policy in one or more of these questions, the non-financial report contain a clear and reasoned explanation.
The non-financial report referred to in the first paragraph shall, where appropriate, include references to and additional explanations of amounts reported in the annual accounts.
Member States may allow the information about impending developments or matters under negotiation exceptionally not be disclosed if the members of the administrative, management and supervisory bodies, under the competent diction conferred on them under national law and collective responsibility for its view, consider and duly did to justify that disclosure of such information would seriously damage the company's market position, and provided that such non-disclosure does not prevent a fair and balanced understanding of the company's development, performance, financial position, and the consequences of its activities.
When they require that the information referred to in the first paragraph shall be provided, Member States shall ensure that the companies are must rely on national, EU-based or international frameworks, and the companies must then specify which frames they have used.
2. Companies that meet the requirement laid down in paragraph 1 shall have fulfilled obligations relating to the analysis of non-financial information in accordance with Article 19.1, third paragraph.
3. A company that is a subsidiary shall be exempt from the requirements of paragraph 1, of the Company and its subsidiaries to another company's management report for the Group or separate report drawn up in accordance with Article 29 and this article.
4. If a company for the same fiscal year, prepare a separate report, whether based on national, EU-based or international frameworks, and this report contains the information required with respect to thenon-financial report under paragraph 1, Member States may exempt the company from the requirement to establish the non-financial report referred to in paragraph 1, provided that this separate report
a) published together with the management report in accordance with Article 30, or
b) within a reasonable period of time not to exceed six months after the closing date published on the company website, and referred to it in the management report.
Paragraph 2 shall apply mutatis mutandis to firms that produce a separate report pursuant to the first paragraph of this point.
5. Member States shall ensure that the statutory auditor or audit firm controls whether thenon-financial report referred to in paragraph 1 or the separate report referred to in paragraph 4 has been provided.
6. Member States may request that the information in the non-financial report referred to in paragraph 1 or the separate report referred to in paragraph 4 is verified by an independent provider of quality assurance services. "
2) Article 20 is amended as follows:
a) In paragraph 1, the following point is added:
"G) A description of the diversity policy applied with regard to the company's administrative,management and supervisory bodies in terms of aspects such as age, gender, or educational and professional background and mångfaldspolicyns goals, how it has been implemented and results during the reporting period. If such a policy is not applied, the report shall include a justification for this. "
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b) Paragraph 3 is replaced by the following:
"3. The statutory auditor or audit firm shall provide a statement under Article 34.1, second paragraph regarding the information prepared in accordance with paragraph 1 c and d in this article and verify that the information referred to in paragraph 1 a, b, e , f and g in this article has been provided. "
c) Paragraph 4 is replaced by the following:
"4. Member States may exempt companies referred to in paragraph 1 which have only issued no other securities other than shares admitted to trading on a regulated market in accordance with Article 4.1.14 of Directive 2004/39 / EC
from the application of paragraph 1 a, b, e, f and g in this Article, unless such companies have issued shares which are traded in a multilateral trading facility within the meaning of Article 4.1.15 of Directive 2004/39 / EC. "
d) The following paragraph shall be added:
'5. Notwithstanding the provisions of Article 40, paragraph 1 g not apply to small and medium-sized enterprises. "
3) The following article is inserted:
"Article 29a
Non-financial report of the group
1. Public interest which is the parent company of a large group on the closing date for consolidation exceeds the criterion of the fiscal year, on average, have had 500 employees are in its management report for the Group to insert a non-financial report of the group that provides information to the extent that needed to understand business development, results, financial position and the consequences of its actions, at least in matters relating to environmental, social and human, respect for human rights, combating corruption and bribery, including:
a) A brief description of the Group's business model.
b) A description of the policy that the Group complies with these issues, including the procedures for due diligence review conducted.
c) The result of this policy.
d) The principal risks related to these issues, which are linked to the Group's business, including, where relevant and proportionate, its business relationships, products or services, and that is likely to have a negative impact on these areas, and how the Group addresses these risks.
e) Non-financial key performance indicators relevant to the particular business.
If the group does not follow any policy in one or more of these questions, the non-financialreport of the group include a clear and reasoned explanation.
The non-financial report of the group referred to in the first paragraph shall, where appropriate, include references to and additional explanations of amounts reported in the consolidated financial statements.
Member States may allow the information about impending developments or matters under negotiation exceptionally not be disclosed if the members of the administrative, management and supervisory bodies, under the competent diction conferred on them under national law and collective responsibility for its view, consider and duly did to justify that disclosure of such information would seriously harm the Group's market position, provided that the non-disclosuredoes not prevent a fair and balanced understanding of the Group's development, performance, financial position, and the consequences of its activities.
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At the requirement that the information provided under the first paragraph, Member States shall provide that the parent company must rely on national, EU-based or international frameworks, and the parent must then specify which frames it has used.
2. A parent undertaking which fulfills the obligation laid down in paragraph 1 shall have fulfilled obligations relating to the analysis of non-financial information in accordance with Article 19.1, third paragraph and Article 29.
3. A parent who is also a subsidiary shall be exempt from the requirements of paragraph 1 of the exempted parent company and its subsidiaries to another company's management report for the Group or separate report drawn up in accordance with Article 29 and this Article.
4. If a parent for the same fiscal year, prepare a separate report relating to the entire group, whether based on national, EU-based or international frameworks, and this report contains the informa- tion required with respect to the non-financial report of the group under paragraph 1, Member States may exempt a parent from the requirement to establish the non-financial report of the group specified in paragraph 1, provided that this separate report
a) published together with the Directors' Report in accordance with Article 30, or
b) within a reasonable period of time not to exceed six months after the closing date published on the parent company's website, and referred to it in the management report for the Group.
Paragraph 2 shall apply mutatis mutandis to the parent is preparing a separate report pursuant to the first paragraph of this point.
5. Member States shall ensure that the statutory auditor or audit firm controls whether thenon-financial report of the group referred to in paragraph 1 or the separate report referred to in paragraph 4 has been provided.
6. Member States may request that the information in the non-financial report of the group referred to in paragraph 1 or the separate report referred to in paragraph 4 is verified by an independent provider of quality assurance services. "
4) Article 33.1 shall be replaced by the following:
'1. Member States shall ensure that the members of the administrative, management and supervisory bodies within the framework of the powers given to them under national law, collective responsibility to ensure that
a) the financial statements, management report and corporate governance report, when provided separately, and the report referred to in Article 19a.4, and
b) the consolidated financial statements, the Directors' Report and Corporate Report for the Group, when provided separately, and the report referred to in Article 29a.4
prepared and published in accordance with the requirements of this Directive and, where appropriate, with international accounting standards adopted in accordance with Regulation (EC) No 1606/2002. "
5) In Article 34, the following paragraph is added:
"3. The provisions of this Article shall not apply to the non-financial report referred to in Article 19a.1, the non-financial report of the group referred to in Article 29a.1 or separate reports referred to in Articles 19a.4 and 29a.4 . "
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6) In Article 48, the following paragraph is inserted before the final paragraph:
"The report shall also the possibility to be considered in the light of developments in the OECD and the results of Relate conditioned European initiative to impose an obligation for large companies to annually develop a country-specific report for each Member State and the third country in which they operate, which at least contains information on profits, taxes paid on earnings and received public subsidies. "
Article 2
Guidance for reporting
The Commission shall draw up non-binding guidelines on methods for reporting non-financialinformation, both general and sector-specific non-financial key performance indicators, to facilitate the companies' provision of relevant, useful and comparable non-financialinformation. In this connection, the Commission shall consult the parties concerned.
The Commission shall publish guidelines later than 6 December 2016.
Article 3
review
The Commission shall submit a report to the European Parliament and the Council on the implementation of this Directive, with information including its scope, especially when it comes to large non-listed companies, its the efficiency and provided guidance and methods.The report shall be published no later than 6 December 2018, and shall be accompanied where necessary by legislative proposals.
Article 4
Incorporation
1. Member States shall, by 6 December 2016 bring into force the laws, regulations and administrative provisions necessary to comply with this Directive. They shall forthwith inform the Commission thereof.
Member States shall provide that the provisions referred to in the first paragraph shall apply to all companies covered by Article 1 for the financial year beginning 1 January 2017 or during the calendar year 2017.
When Member States adopt those provisions, they shall contain a reference to this Directive or be accompanied by such a reference when they are published. The procedure for such reference shall be laid down by Member States.
2. Member States shall communicate to the Commission the text of the main provisions of national law which they adopt in the field covered by this Directive.
Article 5
Entry into force
This Directive shall enter into force on the twentieth day following that of its publication in the Official Journal .
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Article 6
Addresses
This Directive is addressed to the Member States.
Done at Strasbourg, 22 October 2014.
For the European Parliament On behalf of the Council
M. SCHULZ B. Della Vedova
President President
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Table of implementation of Directive 2014/95 / EU
Article in Directive 2013/34 / EU Execution
19 A.1, first subparagraph Chapter 6. § 10 first paragraph and § 11 first
piece Annual Accounts Act (1995: 1554)
(AAA)
Chapter 6. § 1 first paragraph of the Act (1995: 1559)
the Annual Accounts and
Securities Companies ()
Chapter 6. § 1 first paragraph of the Act (1995: 1560)
on the annual accounts of insurance (ÅRFL)
19, second paragraph A.1 Chapter 6. § 11 third paragraph ÅRL
Chapter 6. § 1, first paragraph ÅRKL
Chapter 6. § 1, first paragraph ÅRFL
19 A.1 third paragraph Chapter 6. § 11, second paragraph ÅRL
Chapter 6. § 1, first paragraph ÅRKL
Chapter 6. § 1, first paragraph ÅRFL
19 fourth paragraph A.1 Chapter 6. 12 § Annual Accounts Act
Chapter 6. § 1, first paragraph ÅRKL
Chapter 6. § 1, first paragraph ÅRFL
19 fifth paragraph A.1 Chapter 6. § 11, second paragraph ÅRL
Chapter 6. § 1, first paragraph ÅRKL
Chapter 6. § 1, first paragraph ÅRFL
105
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19 A.2 Implementing measure is not needed, see
Constitutional comment to Chapter 6. 11 § Annual Accounts Act
19 a.3 Chapter 6. § 10, second paragraph ÅRL
Chapter 6. § 1, first paragraph ÅRKL
Chapter 6. § 1, first paragraph ÅRFL
19 a.4 first paragraph Chapter 6. § 13 first paragraph and Chapter 8. 15 a §
ÅRL
Chapter 6. § 1, first paragraph and Chapter 8. 2 § ÅRKL
Chapter 6. § 1, first paragraph and Chapter 8. 2 § ÅRFL
19 a.4 second paragraph Chapter 6. § 1 fourth paragraph ÅRL
Chapter 6. § 1, first paragraph ÅRKL
Chapter 6. § 1, first paragraph ÅRFL
19 .a.5 Chapter 6. 14 § Annual Accounts Act
Chapter 6. § 1, first paragraph ÅRKL
Chapter 6. § 1, first paragraph ÅRFL
Chapter 9. § 31 third paragraph of the Companies Act
(2005: 551) (ABL)
Chapter 4 a. § 13 third paragraph of the Savings Banks Act
(1987: 619)
Chapter 7a. § 13 third paragraph of the Act (1995: 1570)
for member banks
19 .a.6 The option is not used
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20.1 g Chapter 6. § 6, second and third paragraphs ÅRL
20.3 Chapter 8. 15 a § ÅRL
20.4 Chapter 6. 7 § ÅRL
20.5 Chapter 6. § 6, second paragraph ÅRL
29 A.1 Chapter 7. 31 a § first paragraph ÅRL
Chapter 7. 2 and 7 §§ AACS
Chapter 7. 2 and 5 §§ ÅRFL
29 A.2 Implementing measure is not needed, see
Constitutional comment to Chapter 6. 11 § Annual Accounts Act
29 a.3 Chapter 7. 31 a § third paragraph ÅRL
Chapter 7. 2 and 7 §§ ÅRKL
Chapter 7. 2 and 5 §§ ÅRFL
29 a 4, first paragraph Chapter 7. 31 a § and Chapter 8. 16 § Annual Accounts Act
Chapter 7. 2 and 7 §§ 8 and Ch. 8 § ÅRKL
Chapter 7. 2 and 5 §§ 8 and Ch. 8 § ÅRFL
29 a 4 second paragraph Chapter 7. 31 § Annual Accounts Act
7 § 4 ÅRKL
Chapter 7. 4 § ÅRFL
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29 a. 5 Chapter 7. 31 a § second paragraph ÅRL
Chapter 7. 2 and 7 §§ AACS
Chapter 7. 2 and 5 §§ ÅRFL
Chapter 9. 38 § ABL
29a 6 The option is not used
33.1 Implementing measure is not needed, see section
3.5
34 Chapter 6. § 14 first paragraph and Chapter 7. 31 a §
second paragraph ÅRL
Chapter 6. § 1, first paragraph and Chapter 7. 2 and 7 §§ AACS
Chapter 6. § 1, first paragraph and Chapter 7. 2 and 5 §§ ÅRFL
Chapter 9. § 31 third paragraph ABL
Chapter 4 a. 13 § Savings Bank Act (1987: 619)
Chapter 7a. § 13 Act (1995: 1570) member banks
108
Departementsserien 2014
Chronological list
1. Green Paper
Guidelines for constitution writing. SB.
2. Patent and market court. The.
3. European protection order
- Cooperation on the protection of threatened and persecuted people in the EU. The.
4. violent extremism in Sweden
- The current state and tendencies. The.
5. Particularly distressing circumstances.The.
6. Farm Aid 2015 to 2020
- Proposal for Swedish implementation. L.
7. Reducing undeclared work in the construction industry. Fi.
8. The dark and unknown history of the White Paper on abuses and violations of Roma during the 1900s. A.
9. A comprehensive knowledge management for healthcare and social services. S.
10. A clearer formulation of regulations. Fi.
11. Sweden's sixth national communication on climate change
Under the United Nations Framework Convention on Climate Change. + English translation. M.
12. Economic effects of longer working.
Long-term economic effects of the Retirement Committee's proposals. S.
13. Prosecutions Appointment pursuant to Chapter 2. Penal Code. The.
14. Implementation of the victims of crime directive. The.
15. Compensation for high sick pay costs. S.
16. Future Proxies. The.
17. Coordinated responsibility for certain family matters. S.
18. The new police organization - some questions about the handling of personal data, etc. The.
19. State compensation to children and young people who have fallen ill with narcolepsy after pandemic vaccination. S.
20. Defence of Sweden
Stronger defense for an uncertain period of time. Prep.
21. A single European railway area. N.
22. Reinforcing consumer protection in insurance mediation. Fi.
23. Data storage, EU law and Swedish law. The.
24. Increased endomarbehörighet in civil proceedings. The.
25. New rules on procurement. Part 1 + 2nd S.
26. Agreements on the choice of court - the 2005 Hague Convention. The.
27. Increased support for maintenance control. S.
28. Participation and legal certainty in compulsory psychiatric care. S.
29. Clarification and simplification in the labor market regulations. A.
30. Information exchange on cooperation against serious organized crime. The.
31. New steps for effective planning and building.S.
32. Sweden's fifth National Report under the Joint Convention on the Safety of Spent Fuel Management and on the Safety of Radioactive Waste Management. M.
33. Publicity and confidentiality of information in judicial decisions. The.
34. Submission of public documents for storage. Ku.
35. EU regulation on civil protection measures.The.
36. Enhancing the protection of cultural property during armed conflict and under occupation. Ku.
37. Proposed amendments to the Radio and tvlagen. Ku.
38. Continued residence at the broken ties because of violence or serious violation. A survey of the application. The.
39. The removal of the sunset clause in health insurance. S.
40. Local Action Groups and Community regulations on structural assistance and support to rural development. L.
41. Sweden's accession to the Council of Europe Convention on the counterfeiting of medical products and similar crimes involving a threat to public health.Medicare Crime Convention. S.
42. Free medicines for children. S.
43. Group and liability insurance issues. The.
44. Masking ban at sporting events. The.
45. 'reporting on sustainability and diversity policy. The.
Departementsserien 2014
Systematic list
Ministry of Labour
The dark and unknown history
White paper on abuses and violations of Roma during the 1900s. [8]
Clarifications and simplifications in the labor market regulations. [29]
Ministry of Finance
Reducing undeclared work in the construction industry. [7]
A clearer formulation of regulations. [10]
Reinforcing consumer protection in insurance mediation. [22]
Ministry of Defence
The Defence of Sweden
Stronger defense for an uncertain period of time. [20]
Ministry of Justice
Patent and market court. [2]
European protection order
- Cooperation on the protection of threatened and persecuted people in the EU. [3]
Violent extremism in Sweden.
- The current state and tendencies.[4] Particularly distressing circumstances.[5]
Prosecutions Appointment pursuant to Chapter 2. Penal Code. [13]
Implementation of the Directive victims.[14] Future Proxies. [16]
The new police organization - some questions about the handling of personal data, etc. [18]
Data storage, EU law and Swedish law.[23]
Increased endomarbehörighet in civil proceedings. [24]
Agreements on the choice of court - the 2005 Hague Convention. [26]
Information exchange on cooperation against serious organized crime. [30]
Publicity and confidentiality of information in judicial decisions. [33]
EU regulation on civil protection measures. [35]
Continued residence at the broken ties because of violence or serious violation. A survey of the application. [38]
Group and liability insurance issues. [43]
Masking ban at sporting events. [44]
Corporate sustainability reporting and diversity policy.[45]
Ministry of culture
The communication of public documents for storage.[34]
Enhancing the protection of cultural property during armed conflict and under occupation. [36]
Proposed amendments to the Radio and Television Act.[37]
rural Affairs
Farm support 2015-2020
- Proposal for Swedish implementation. [6]
Local Action Groups and Community regulations on structural assistance and support to rural development. [40]
Ministry of environment
Sweden's sixth national communication on climate change
Under the United Nations Framework Convention on Climate Change. + English translation. [11]
Sweden's fifth National Report under the Joint Convention on the Safety of Spent Fuel Management and on the Safety of Radioactive Waste Management.[32]
Ministry
A single European railway area.[21]
social Affairs
A comprehensive knowledge management for healthcare and social services. [9]
Economic effects of longer working. Long-term economic effects of the Retirement Committee's proposals. [12]
Compensation for high sick pay costs.[15] Coordinated responsibility for certain family matters. [17]
State compensation to children and young people who have fallen ill with narcolepsy after pandemic vaccination. [19]
New rules on procurement. Part 1 + 2. [25]
Increased support for maintenance control. [27] Participation and legal certainty in compulsory psychiatric care. [28]
New steps for effective planning and building. [31]
The abolition of the sunset clause in health insurance.[39]
Sweden's accession to the Council of Europe Convention on the counterfeiting of medical products and similar crimes involving a threat to public health. Medicare Crime Convention. [41]
Free medicines for children. [42]
Prime minister's Office
The green book
Guidelines for constitution writing. [1]
DIRECTIVE ON SUSTAINABILITY REPORTING
* The amendments proposed to enter into force on 1 July 2016 and reporting requirements apply as for the financial year 2017.
* Which companies covered by the Swedish legislation is in the current situation is not clear. According to the EU directive, all large companies of public interest and which has more than 500 employees are included, countries can then go further.
* A group with subsidiaries only need a report for the Group as a whole.
* Reporting shall be based on the issues: the environment, social conditions, staff, respect for human rights and anti-corruption.
* Companies should, based on the above questions provide information on business, policy, results of the policy, the significant risks associated with the business and more importantly - how risks are managed.
* Information about the so-called "imminent development" or "issues under negotiation" need not be included if the company can demonstrate that it can harm them, such as a competitive situation.
* Company chooses itself if the Sustainability Report will be included in the management report or made as a separate report, the content requirements remain the same no matter how you choose to do.
* The Board of Directors is responsible for the report to be drawn up and is ultimately responsible for the content.
* It is the office of the auditor to verify that a report has been prepared.
* Listed companies that fulfill criteria for major companies to report its diversity policy.
It is barely a year removed before the amendment on mandatory sustainability reporting for some larger companies enter into force. The aim is to increase transparency and make it possible to set various companies against each other in terms of sustainability.
EU accounting directives is that the minimum due, then, member states have the opportunity to go further in the national legislation. For example, say the EU directive that all large companies of public interest and with more than 500 employees to be covered. Which companies will be subject to the Swedish legislation is not yet clear. It is partly due to the requirement for sustainability reporting is an amending Directive is linked to the new accounting directive which has not yet been implemented in Sweden. If the requirement will apply to 100 or 2000 companies go in the current situation is not to say.
Easier to compare companies
Emma Ihre, sustainability manager at Mannheimer Swartling, says that sustainability reporting should focus on the issues: the environment, social conditions, staff, respect for human rights and anti-corruption. The companies shall, based on these questions provide information on business, policy, results of the policy, the significant risks associated with the business and more importantly - how risks are managed.
- It is interesting that the directive writes non-financial information, when we know that environmental and social factors most affect the economy, she says.
The positive aspect of the directive, believes Emma Ihre, is that sustainability issues are raised. It is also positive that the owners, consumers, the media and other organizations may be easier to assess a company's risks and to follow its development.
- The world is not black or white, for example, the four banks in Sweden seem alike but we go deeper and look at the risks and the owners they differ very much. In other industries, such as the service sector, it is more heterogeneous, but it is still easier to compare.
Today reports several companies under the Global Reporting Initiative, GRI, guidelines and according Emma Ihre, the EU GRI mentioned as a possible format for future reporting under the Directive, but here too there is no nailed guidelines.
debated proposals
The auditor will be asked to verify that a report has been prepared but no independent quality audit is not required. The issue has become a watershed when many believe that an independent audit is a prerequisite and others argue that it entails additional costs. In general, the Swedish proposal met with both praise and criticism, says Cecilia Björkwall, attorney at Mannheimer Swartling.When the bill went out for consultation were 40 responses.
- A large group considers that the proposal does not go far enough and the plan includes an independent review.Many are in favor of the group of companies that will report proposed to extend and Swedwatch and Amnesty International believes that even between large and small companies will be covered.
Cecilia Björkwall says that several other respondents think that the proposal on the contrary covers for many companies. More has also indicated an inadequate impact assessment and cost aspect for companies underestimated. Even the definition of risk has been debated. Here Swedwatch raised a finger to reporting should not only apply to the risks linked to the company's profitability, but also the risks of negative impacts and violations of human rights.
