From non-financial reporting to sustainability reporting: the main innovations introduced by the Corporate Sustainability Reporting Directive
Legislative Decree No. 125 of 6 September 2024 implemented the Corporate Sustainability Reporting Directive (Directive No. 2022/2464 of 16 December 2022), which is part of the legal path followed by the European Union aimed at building a regulatory system that achieves sustainable development through the progressive involvement of companies.
By introducing a series of obligations and duties towards businesses, the role of companies is evolving in the sense of ceasing to act exclusively as subjects with private interests and starting to deal with issues of global relevance, through the adoption of measures aimed at implementing a ‘sustainable business’ model.
With this in mind, the European legislator decided to intervene from the outset by stipulating transparency obligations for companies with respect to the pursuit of socially sustainable policies.
Companies are required to make a disclosure about their commitment to act by adopting corporate strategies that are in line with long-term objectives and that also take into account social and environmental factors, with a view to increasing the confidence of investors and of a significant portion of civil society that demands that companies assume greater corporate social responsibility.
In this sense, Directive 2014/95 required certain types of large companies to draw up a non-financial character statement, in which they should transmit ‘at least the environmental, social, personnel, human rights, active and passive anti-corruption information to the extent necessary for an understanding of the company’s performance, its situation and the impact of its activities’.
The non-financial declaration, according to the aforementioned regulatory act, had to contain indications of the policies applied with regard to the aforementioned aspects, the justification for the possible absence of such strategies, and the potential risks associated with the company’s activity with regard to the protection of the prerogatives covered by the aforementioned declaration.
In this context, the Corporate Sustainability Reporting Directive has intervened, with the aim of attributing greater relevance and authority to the non-financial statement, as well as harmonising the disciplines of the Member States in order to make the information contained in the statement as susceptible as possible to being compared, measured and verified.
Starting with an important terminological issue, the European legislator emphasises that it is not only appropriate, but even necessary to replace the term ‘non-financial reporting’ with ‘sustainability reporting’. This is because, as explained in Recital 8, it would be misleading to assume that reporting on compliance with environmental and social policies has no financial impact. On the contrary, experience shows that investors are increasingly interested in the social and environmental impact of companies, confirming the potential impact of reporting on company profitability.
A further change of primary interest consists in the decision to compulsorily integrate the management report with sustainability reporting, in the terms described in Article 2 of Legislative Decree 125/2024.
The CSRD has, in fact, delegated the Commission to draw up reporting principles applicable by all member states, in order to ensure that the statements provided by companies are relevant, reliable, comparable and understandable. The main objective is to improve the quality and consistency of sustainability information, thereby facilitating the assessment of ESG performance by investors and other stakeholders. The Commission, after consultation with EFRAG, outlined the reporting principles in EU Delegated Regulation 2023/2772.
With a view to making compliance with the sustainability reporting rules more meaningful and incisive, the 2022 Directive also introduced the obligation for Member States to provide for checks on the compliance of the information provided with the standards and further rules, by means of a reporting statement.
Although the Legislative Decree No. 254 of 30 December 2016 already -anticipating the Directive- provided for an obligation to check the compliance of the non-financial statement, Decree 125/2024 adapted the object of the check to the provisions introduced by the European legislator.
The last innovation examined here brought about by Directive 2022/2464 concerns the progressive expansion of the subjective sphere of companies obliged to publish a sustainability disclosure .
As of 2026, in fact, not only large companies, but also small and medium-sized listed companies (SMEs), with the exception of ‘micro-enterprises’, will be included among the recipients of the reporting obligations. For SMEs, it was recognised that the implementation should be phased in gradually, through the provision of two facilities: the limitation of reporting to a reduced number of essential elements and the possibility of postponing full compliance until the financial year 2028.
Despite this, it is not complex to understand the important consequences that will gradually be produced by the broadening of the scope of application.
The innovations introduced by the Corporate Sustainability Reporting Directive and the recent publication of the Corporate Sustainability Due Diligence Directive, which was approved in June 2024, show how the European Union is increasingly intent on and oriented towards reconfiguring the role of companies in a more sustainable and responsible way.
This perspective opens up numerous reflections on our model of society and governance, requiring the administrative body to adopt measures that realise interests that are not purely ‘social’ and to demonstrate the adoption of such measures through the transparency obligations contained in the CSRD, strengthening theaccountability of the company.
[ 1] Non-financial disclosure – Borsa Italiana; Calvosa, La sfida della sostenibilità, Riv. dir. soc., 1, 2024; Rimini, Sostenibilità e nuova governance delle imprese azionarie nel diritto interno e comunitario tra realtà, criticità e prospettive, Giur. Comm., 2024, fasc.2, 285. ; Salerno, Gli obblighi di ‘attestazione’ della rendicontazione di sostenibilità nella CSRD, Il nuovo diritto delle società, 2, 2024, 261; Cagnasso, Impresa e sostenibilità – Sostenibilità socio ambientale e sostenibilità finanziaria nella prospettiva delle P.M.I, Giurisprudenza Italiana, 5, 2024, 1229.
