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the making
this Statutory Instrument was published in “Iris Oifigiúil”
9th July, 2024. I, PETER BURKE, Minister for Enterprise, Trade and Employment, in exercise
the powers conferred on me by section 3
the European Communities Act 1972 (No. 27
1972) and for the purpose
giving effect to Directive (EU) 2022/2464
the European Parliament and
the Council
14 December 20221 amending Regulation (EU) No. 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU as regards corporate sustainability reporting, hereby make the following regulations: PART 1 PRELIMINARY AND GENERAL Citation and commencement 1.
2014). PART 2 AMENDMENT
PRINCPAL ACT Amendment
section 299
Principal Act 3. Section 299
the Principal Act is amended, in subparagraph (i), by the substitution
“Accounting Directive, other than the requirements laid down in Article 29a
that Directive” for “Accounting Directive”. Amendment
section 300
Principal Act 4. Section 300
the Principal Act is amended, in subparagraph (i), by the substitution
“Accounting Directive, other than the requirements laid down in Article 29a
that Directive” for “Accounting Directive”. Amendment
section 325
Principal Act 5. Section 325
the Principal Act is amended by the substitution
the following subsection for subsection
this Act that apply in certain cases with regard to the inclusion
matters in a directors’ report, namely the requirements
– (a) section 167
an audit committee in the case
a relevant private company), (b) section 225
a company to which that section applies), and (c) sections 1589, 1590 and 1596 (information on key intangible resources and sustainability reporting in the case
a company to which those sections apply).”. Amendment
section 336
Principal Act 6. Section 336
the Principal Act is amended, in subparagraph (ii), by the substitution
“applicable legal requirements, excluding the requirements on sustainability reporting in Part 28” for “applicable legal requirements”. Amendment
section 347
Principal Act 7. Section 347
the Principal Act is amended, in subsection
“this Part and Part 28” for “this Part”. Amendment
section 900
Principal Act 8. Section 900
the Principal Act is amended – (a) by the insertion
the following definitions: “ ‘assurance
sustainability reporting’ has the same meaning as it has in Part 28; ‘assurance report’ has the meaning assigned to it by section 1613; ‘Part 28 function’ means a function conferred on a recognised accountancy body by a provision
or Schedule 23 or 24; ‘sustainability reporting’ has the same meaning as it has in Part 28;”, (b) in the definition
“applicable provisions”, by the substitution
“Part 27 function or, where applicable, a Part 28 function” for “Part 27 function”, (c) in paragraph (b)(ii)
the definition
“relevant contravention”, by the substitution
“Part 27 or, where applicable, Part 28” for “Part 27”, (d) in paragraph (b)
the definition
“relevant provisions”, by the substitution
“Part 27 and, where applicable, Part 28” for “Part 27”, and (e) by the insertion
the following subsection after subsection
sustainability reporting.”. Amendment
section 904
Principal Act 9. Subsection
section 904
the Principal Act is amended – (a) in paragraph (b), by the substitution
“profession, including the assurance
sustainability reporting” for “profession”, (b) in paragraph (c), by the substitution
“financial statements, accounts or, where applicable, sustainability reporting” for “financial statements or accounts”, (c) in paragraph (d), by the substitution
“matters, and the assurance
sustainability reporting” for “matters”, and (d) in paragraph (e), by the substitution
“statutory auditors, the conduct
statutory audits and, where applicable, the carrying out
assurance
sustainability reporting” for “statutory auditors and the conduct
statutory audits”. Amendment
section 905
Principal Act 10. Section 905
the Principal Act is amended – (a) in subsection
“Part 27 function or a Part 28 function” for “Part 27 function”, (ii) in paragraph (fa), by the substitution
“Part 27, Part 28” for “Part 27”, (iii) in paragraph (g), by the substitution
“Part 27 function or Part 28 function” for “Part 27 function”, (iv) in paragraph (i), by the substitution
“Part 27, Part 28” for “Part 27”, (v) in paragraph (k), by the substitution
“practice notes, and sustainability reporting and assurance standards” for “practice notes”, (vi) in paragraph (m), by the substitution
“(within the meaning
that Chapter) including sustainability reporting in accordance with the Accounting Directive” for “(within the meaning
that Chapter)”, (vii) by the insertion
the following paragraph after paragraph (ma): “(mb) adopt assurance standards for the purposes
,”, (viii) in paragraph (n) – (I) by the substitution
“Part 27, Part 28” for “Part 27”, (II) by the substitution
“either
those Parts” for “that Part”, and (III) by the insertion
the following subparagraph after subparagraph (i): “(ia) the approval and registration
statutory auditors (including the registration
Member State audit firms) to carry out the assurance
sustainability reporting under Part 28;”, and (b) in subsection
“statutory auditor and approval to carry out the assurance
sustainability reporting under Part 28” for “statutory auditor”, and (ii) in paragraph (b), by the substitution
“auditing, the audit profession and the assurance
sustainability reporting” for “auditing and the audit profession”. Amendment
section 906
Principal Act 11. Section 906
the Principal Act is amended – (a) in paragraph (d)
subsection
“Part 27 function or Part 28 function” for “Part 27 function”, and (b) in subsection
“(within the meaning
that Chapter) including sustainability reporting in accordance with the Accounting Directive” for “(within the meaning
that Chapter)”, and (ii) in paragraph (c), by the substitution
“Part 27, Part 28” for “Part 27”. Amendment
section 907
Principal Act 12. Section 907
the Principal Act is amended – (a) in subsection
“subsections (2A), (2B) and (2C)” for “subsections (2A) and (2B)”, (b) in subsection (2A), by the substitution
“Schedule 19 and, as appropriate, at least one area relevant to the assurance
sustainability reporting as specified in Schedule 23” for “Schedule 19”, and (c) by the insertion
the following subsection after subsection (2B): “(2C) On and from 6 July 2024, the Minister shall not appoint a person under subsection
his or her appointment as a director carries out the assurance
sustainability reporting, or (b) has, at any time during the 3 years immediately preceding the proposed date
his or her appointment as a director, carried out the assurance
sustainability reporting.”. Amendment
section 918
Principal Act 13. Section 918
the Principal Act is amended – (a) in subsection
“auditing and, where applicable, carrying out the assurance
sustainability reporting” for “auditing”, (b) in subsection
“public-interest entities or the assurance
sustainability reporting
public-interest entities” for “public-interest entities”, (c) in paragraph (a)
subsection
“auditing and, where applicable, carrying out the assurance
sustainability reporting
public-interest entities” for “auditing public-interest entities”, and (d) by the insertion
the following subsection after subsection
sustainability reporting
a public-interest entity has been carried out by a statutory auditor, no levy under this section shall be imposed on the statutory auditor if he or she was designated by a statutory audit firm to carry out the assurance, and the levy under this section shall, in those circumstances, be imposed on the statutory audit firm instead.”. Amendment
section 930
Principal Act 14. Section 930
the Principal Act is amended – (a) in subsection
“statutory auditor and the approval
a statutory auditor to carry out the assurance
sustainability reporting” for “statutory auditor”, (ii) in paragraph (b), by the substitution
“investigation, disciplinary procedures, sustainability reporting and the assurance
sustainability reporting” for “investigation and disciplinary procedures”, (iii) in paragraph (d), by the substitution
“Part 27 functions and Part 28 functions” for “Part 27 functions”, (b) in subsection (1A), by the substitution
“Part 27 or Part 28 function” for “Part 27”, and (c) in subsection
“Part 27 functions and Part 28 functions” for “Part 27 functions”. Amendment
section 930A
Principal Act 15. Section 930A
the Principal Act is amended – (a) in subsection
“statutory auditors, including statutory auditors approved under Part 28 to carry out the assurance
sustainability reporting,” for “statutory auditors”, and (b) in subsection
“section 1573
section 930C
Principal Act 16. Section 930C
the Principal Act is amended, in subsection
“Subject to section 900(1A), section 1461” for “Section 1461”. Amendment
section 931
Principal Act 17. Subsection
section 931
the Principal Act is amended – (a) in paragraph (a), by the substitution
“Part 27 function or Part 28 function” for “Part 27 function”, (b) in paragraph (b), by the substitution
“Part 27 function or Part 28 function” for “Part 27 function”, and (c) in paragraph (c), by the substitution
“Part 27 function or Part 28 function” for “Part 27 function”. Amendment
section 931B
Principal Act 18. Section 931B
the Principal Act is amended – (a) in subsection
“recognised accountancy body A”, by the substitution
“Part 27 function or Part 28 function” for “Part 27 function”, (ii) in the definition
“recognised accountancy body B”, by the substitution
“relevant function” for “relevant Part 27 function”, (iii) in the definition
“relevant members”, by the substitution
“relevant function” for “relevant Part 27 function”, (iv) by the insertion
the following definition: “ ‘relevant function’ means the Part 27 function or Part 28 function referred to in the definition
‘recognised accountancy body A’ that the body is not able to perform;”, and (v) by the deletion
the definition
“relevant Part 27 function”, and (b) in subsection
“relevant function” for “relevant Part 27 function” in each place where it occurs. Amendment
section 933
Principal Act 19. Section 933
the Principal Act is amended – (a) in subsection
“Part 27 function or Part 28 function” for “Part 27 function”, (b) in paragraph (c)
subsection
“Part 27 function or Part 28 function” for “Part 27 function”, (c) in paragraph (a)(ii)
subsection
“Part 27 function or Part 28 function” for “Part 27 function”, and (d) in paragraph (b)
subsection
“Part 27 function or Part 28 function” for “Part 27 function”. Amendment
section 933A
Principal Act 20. Section 933A
the Principal Act is amended, in paragraph (b)
subsection
“Part 27 function or Part 28 function” for “Part 27 function”. Amendment
section 934C
Principal Act 21. Subsection
section 934C
the Principal Act is amended – (a) by the insertion
the following paragraph after paragraph (d): “(da) a declaration by the Supervisory Authority that the assurance report concerned does not meet the requirements
section 1613;”, (b) by the insertion
the following paragraph after paragraph (e): “(ea) a direction by the Supervisory Authority to the specified person (being a statutory auditor approved under Part 28 or a key sustainability partner (within the meaning
that Part)) prohibiting him or her, for the period specified in the direction (which may be up to and including a period
three years), from carrying out the assurance
sustainability reporting or signing assurance reports, or both;”, and (c) in paragraph (h), by the substitution
“bodies or from having his or her particulars entered, or continuing to be entered, in the public register in relation to his or her approval under Part 28 to carry out the assurance
sustainability reporting” for “bodies”. Amendment
section 935
Principal Act 22. Section 935
the Principal Act is amended – (a) in paragraph (a)
subsection
“firm or approval under Part 28 to carry out the assurance
sustainability reporting” for “firm”, (b) in subsection
“Part 27 or Chapters 4 to 7
” for “Part 27”, and (ii) by the substitution
“the relevant Part” for “that Part”, (c) in subsection
“Part 27 or Part 28” for “Part 27”, and (d) in subsection
“Part 27 or Part 28” for “Part 27”. Amendment
section 1484
Principal Act 23. Section 1484
the Principal Act is amended, in subsection
“1573, 1575, 1636 and 1641” for “1573 and 1575”. Sustainability Reporting 24. The Principal Act is amended by the insertion
the following Part after Part 27: “PART 28 SUSTAINABILITY REPORTING Chapter 1 Preliminary and General Interpretation – Part 28 1585.
the European Parliament and
the Council
26 June 20132 on the annual financial statements, consolidated financial statements and related reports
certain types
undertakings, amending Directive 2006/43/EC
the European Parliament and
the Council and repealing Council Directives 78/660/EEC and 83/349/EEC, as amended by the Corporate Sustainability Reporting Directive; ‘applicable company’ shall be construed in accordance with section 1586; ‘applicable holding company’ has the meaning assigned to it by section 1596
sustainability reporting’ means the performance
procedures resulting in the opinion expressed by a statutory auditor or statutory audit firm in accordance with section 1613
the European Parliament and
the Council
17 May 20063 on statutory audits
annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC, as amended by the Corporate Sustainability Reporting Directive; ‘Commission’ means the Commission
the European Union; ‘Corporate Sustainability Reporting Directive’ means Directive 2022/2464
the European Parliament and
the Council
14 December 20224 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting; ‘credit institutions’ means credit institutions referred to in point (b)
the first subparagraph
the Accounting Directive; ‘Delegated Regulation (EU) 2019/815’ means Commission Delegated Regulation (EU) 2019/815
17 December 20185 supplementing Directive 2004/109/EC
the European Parliament and
the Council with regard to regulatory technical standards on the specification
a single electronic reporting format; ‘Directive 2004/109/EC’ means Directive 2004/109/EC
the European Parliament and
the Council
15 December 20046 on the harmonisation
transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, as amended by the Corporate Sustainability Reporting Directive; ‘Directive 2009/138/EC’ means Directive 2009/138/EC
the European Parliament and
the Council
25 November 20097 on the taking-up and pursuit
the business
Insurance and Reinsurance (Solvency II)(recast); ‘directors’ report’ has the meaning assigned to it by section 325
the first subparagraph
the Accounting Directive; ‘key intangible resources’, in relation to an applicable company, means resources without physical substance on which the business model
the applicable company fundamentally depends and which are a source
value creation for the applicable company; ‘key sustainability partner’, in relation to the assurance
sustainability reporting, means – (a) the statutory auditor or statutory auditors designated by a statutory audit firm for a particular assurance engagement concerning sustainability reporting as being primarily responsible for carrying out the assurance
sustainability reporting on behalf
the statutory audit firm, (b) in the case
the assurance
consolidated sustainability reporting, the statutory auditor or statutory auditors designated by a statutory audit firm as being primarily responsible for carrying out the assurance
sustainability reporting at the level
the group and the statutory auditor or statutory auditors designated as being primarily responsible at the level
material subsidiaries, or (c) the statutory auditor or statutory auditors who sign the assurance report in relation to the assurance
sustainability reporting; ‘Member State’ means a Member State
the European Union or an EEA State; ‘Member State auditor’ means an auditor approved in accordance with the Audit Directive by the counterpart authority
another Member State to carry out the assurance
sustainability reporting as required by European Union law; ‘Member State audit firm’ means an audit firm approved in accordance with the Audit Directive by the counterpart authority
another Member State to carry out the assurance
sustainability reporting as required by European Union law; ‘net turnover’, in relation to a company – (
, (b) in the case
undertakings falling within the scope
, means the revenue as defined by or within the meaning
the financial reporting framework on the basis
which the financial statements
the undertaking are prepared, (c) in the case
insurance undertakings, shall be defined in accordance with Article 35 and point 2
Council Directive 91/674/EEC
19 December 19918 , and (d) in the case
credit institutions, shall be defined in accordance with point (c)
Council Directive 86/635/EEC
8 December 19869 ; ‘public-interest entities’ means undertakings that – (a) have transferable securities admitted to trading on a regulated market
any Member State, (
the Accounting Directive; ‘recognised accountancy body’ has the meaning assigned to it by section 900; ‘Regulation (EU) No 537/2014’ means Regulation (EU) No 537/2014
the European Parliament and
the Council
16 April 201410 on specific requirements regarding statutory audit
public-interest entities and repealing Commission Decision 2005/909/EC; ‘Regulation (EU) No 575/2013’ means Regulation (EU) No 575/2013
the European Parliament and
the Council
26 June 201311 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; ‘Regulation (EU) 2020/852’ means Regulation (EU) 2020/852
the European Parliament and
the Council
18 June 202012 on the establishment
a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088; ‘Regulation (EU) 2019/2088’ means Regulation (EU) 2019/2088
the European Parliament and
the Council
27 November 201913 on sustainability- related disclosures in the financial services sector; ‘Regulation (EU) 2021/1119’ means Regulation (EU) 2021/1119
the European Parliament and
the Council
30 June 202114 establishing the framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’); ‘relevant provisions’ has the meaning assigned to it by section 900; ‘statutory audit firm’ has the same meaning as it has in Part 27; ‘statutory auditor’ has the same meaning as it has in Part 27; ‘sustainability matters’ means environmental, social and human rights, and governance factors, including sustainability factors defined in point
Regulation (EU) 2019/2088; ‘sustainability reporting’ means reporting information related to sustainability matters in accordance with Chapter 2 or 3; ‘sustainability reporting standards’ means the sustainability reporting standards adopted by the Commission pursuant to Article 29b
the Accounting Directive; ‘third-country undertaking’ means an undertaking that is established in, and governed by the law
, a third country; ‘third country’ means a country or territory that is not a Member State or part
a Member State.
‘applicable company’ 1586.
the definition
‘public-interest entities’.
determining whether a company qualifies as a company referred to in either paragraph (a) or (b)(i)
the definition
‘applicable company’, a reference in Part 6 to the turnover
a company shall be construed as a reference to the net turnover
the company within the meaning
this Part.
this Part, a reference in the definition
‘applicable company’ in subsection
section 1274. Application
the definition
‘applicable company’ that, in relation to a financial year – (i) has an average number
employees that exceeds 500 and is a public-interest entity, or (ii) in the case
a holding company, the company is the holding company
a group, the aggregate average number
employees
which exceeds 500, and is a public-interest entity, (
the definition
‘applicable company’, and (
the definition
‘applicable company’, and (
the definition
‘applicable company’ that is either – (I) a small and non-complex institution as defined in point
Regulation (EU) No 575/2013, or (II) a captive insurance undertaking as defined in point
Directive 2009/138/EC, or a captive reinsurance undertaking as defined in point
that Directive.
sustainability reporting and the duties and powers
statutory auditors and audit firms in relation thereto, to the conduct
the assurance
sustainability reporting for financial years commencing on or after 1 January 2024, and (b) as regards each other matter provision for which is made by those Chapters, on and from 6 July 2024.
subsection
employees
a company in the financial year concerned shall be determined by applying the methods specified in section 317 in respect
determining the average number
persons employed by a company for purposes
subsection
that section.
subsection
employees
a holding company in the financial year concerned shall be determined by aggregating the equivalent figures determined in accordance with subsection
the group.
subsection
the holding company shall be those included in its entity financial statements for – (a) where its financial year ends with that
the holding company, that financial year, and (b) where it does not, the financial year ending last before the end
the financial year
the holding company. Non-application to certain financial products and undertakings 1588. This Part shall not apply to – (a) financial products listed in points (b) and (f)
point
Regulation (EU) 2019/2088, or (b) undertakings listed in points
Directive 2013/36/EU
the European Parliament and
the Council
26 June 201315 . Chapter 2 Sustainability Reporting Key intangible resources 1589. The directors
an applicable company shall, when preparing a directors’ report in accordance with Chapter 9
, include in the directors’ report – (
how the business model
the applicable company fundamentally depends on such resources and how such resources are a source
value creation for the applicable company. Sustainability reporting 1590.
an applicable company shall, for each financial year, include in a clearly identifiable dedicated section
the directors’ report – (
the applicable company’s business model and strategy, including – (i) the resilience
the applicable company’s business model and strategy in relation to risks related to sustainability matters, (ii) the opportunities for the applicable company related to sustainability matters, (iii) the plans
the applicable company, including implementing actions and related financial and investment plans, to ensure that its business model and strategy are compatible with the transition to a sustainable economy and with the limiting
global warming to 1.5°C in line with the Paris Agreement under the United Nations Framework Convention on Climate Change adopted on 12 December 2015 (the ‘Paris Agreement’) and the objective
achieving climate neutrality by 2050 as established in Regulation (EU) 2021/1119, and, where relevant, the exposure
the applicable company to coal-related, oil-related and gas-related activities, (iv) how the applicable company’s business model and strategy take account
the interests
the applicable company’s stakeholders and
the impacts
the applicable company on sustainability matters, and (
the time-bound targets related to sustainability matters set by the applicable company, including, where appropriate, absolute greenhouse gas emission reduction targets at least for 2030 and 2050, a description
the progress the applicable company has made towards achieving those targets, and a statement
whether the applicable company’s targets related to environmental factors are based on conclusive scientific evidence; (c) a description
the role
the administrative, management and supervisory bodies in the applicable company with regard to sustainability matters, and
their expertise and skills in relation to fulfilling that role or the access such bodies have to such expertise and skills; (d) a description
the applicable company’s policies in relation to sustainability matters; (e) information about the existence
incentive schemes linked to sustainability matters which are
fered to members
the administrative, management and supervisory bodies in the applicable company; (f) a description
– (i) the due diligence process implemented by the applicable company with regard to sustainability matters, and, where applicable, in line with the requirements
European Union law on applicable companies to conduct a due diligence process, (ii) the principal actual or potential adverse impacts connected with the applicable company’s own operations and with its value chain, including its products and services, its business relationships and its supply chain, actions taken to identify and monitor those impacts, and other adverse impacts which the applicable company is required to identify pursuant to other requirements
European Union law on applicable companies to conduct a due diligence process, and (iii) any actions taken by the applicable company to prevent, mitigate, remediate or bring an end to actual or potential adverse impacts, and the result
such actions; (g) a description
the principal risks to the applicable company related to sustainability matters, including a description
the applicable company’s principal dependencies on those matters, and how the applicable company manages those risks; (h) indicators relevant to the disclosures referred to in paragraphs (a) to (g).
the application
these Regulations, and in the event that not all the necessary information regarding its value chain is available, the directors
the applicable company shall explain the efforts made to obtain the necessary information about its value chain, the reasons why not all
the necessary information could be obtained, and its plans to obtain the necessary information in the future.
, the other information included in the directors’ report in accordance with Chapter 9
negotiation may be omitted from the sustainability reporting
an applicable company in exceptional cases where, in the duly justified opinion
the directors
the applicable company, the disclosure
such information would be seriously prejudicial to the commercial position
the applicable company, provided that such omission does not prevent a fair and balanced understanding
the applicable company’s development, performance and position, and the impact
its activity.
an applicable company shall report the process carried out to identify the information included in the directors’ report in accordance with subsection
an applicable company shall report the information referred to in subsections
an applicable company shall provide information to, and consult with, employees’ representatives at the appropriate level in relation to the sustainability information required under section 1590 and the means
obtaining and verifying such information.
the employees’ representatives in relation to the information referred to in subsection
the applicable company.
this section, ‘employees’ representatives’, in relation to an applicable company, means – (a) in the case
an applicable company to whom the Employees (Provision
Information and Consultation) Act 2006 applies, the employees’ representative within the meaning
that Act, or (b) in the case
any other applicable company, any persons duly appointed or elected by employees
the company as an employees’ representative for the purposes
this section. Derogation from section 1590 for certain applicable companies 1592.
an applicable company referred to in section 1587
the applicable company’s business model and strategy; (b) a description
the applicable company’s policies in relation to sustainability matters; (c) the principal actual or potential adverse impacts
the applicable company on sustainability matters, and any actions taken to identify, monitor, prevent, mitigate or remediate such actual or potential adverse impacts; (
an applicable company that limits the company’s sustainability reporting in accordance with subsection
the Accounting Directive.
an applicable company falling within paragraph (b)
the definition
‘applicable company’ may decide not to include in the company’s directors’ report the sustainability reporting required under section 1590. (b) In such cases, the directors
the applicable company concerned shall briefly state in the directors’ report why the sustainability reporting was not provided. Deemed compliance with section 327
– (a) subsections
section 1590, or (b) subsections
section 1592, shall be deemed to have complied with section 327
a holding company, drawn up in accordance with section 325 and section 1596, and (b) the conditions set out in section 1595 are met.
a third-country undertaking shall be exempted from the obligations set out in sections 1590 and 1592, as applicable, if – (a) the applicable company and its subsidiary undertakings (if any) are included in the consolidated sustainability reporting
the third-country undertaking, (b) the consolidated sustainability reporting
the third-country undertaking is carried out in accordance with the sustainability reporting standards or in a manner equivalent to those sustainability reporting standards, as determined in accordance with an implementing act on the equivalence
sustainability reporting standards adopted pursuant to the third subparagraph
Directive 2004/109/EC, and (c) the conditions set out in section 1595 are met.
this section – (a) where Article 10
Regulation (EU) No 575/2013 applies, credit institutions that are permanently affiliated to a central body which supervises them under the conditions laid down in Article 10
that Regulation shall be treated as subsidiary undertakings
that central body, and (b) insurance undertakings that are part
a group, on the basis
financial relationships as referred to in point (c)(ii)
Directive 2009/138/EC, and which are subject to group supervision in accordance with points (a) to (c)
that Directive, shall be treated as subsidiary undertakings
the holding undertaking
that group.
the definition
‘applicable company’ that is a public-interest entity. Conditions to be met for exemption in section 1594 1595.
the exempted undertaking contains all
the following information: (i) the name and registered
fice
the holding undertaking that reports information at group level in accordance with section 1596 or in a manner equivalent to the sustainability reporting standards as determined in accordance with an implementing act on the equivalence
sustainability reporting standards adopted pursuant to the third subparagraph
Directive 2004/109/EC, (ii) links to the website containing – (I) in the case
an exempted undertaking referred to in section 1594
the holding company, or (II) in the case
an exempted undertaking referred to in section 1594
the third-country undertaking, (iii) links to the website containing the assurance opinion referred to in section 1613
an exempted undertaking referred to in section 1594
the third-country undertaking and the assurance opinion on that consolidated sustainability reporting, expressed by one or more persons or firms authorised to give an opinion on the assurance
sustainability reporting under the law governing that holding company, are published in accordance with Article 30
the Accounting Directive and this Part; (c) in the case
an exempted undertaking referred to in section 1594
Regulation (EU) 2020/852, covering the activities carried out by the exempted undertaking and its subsidiary undertakings (if any), are included in the directors’ report
the exempted undertaking or in the consolidated sustainability reporting
the holding undertaking.
the holding company or, where applicable, the consolidated sustainability reporting
the third-country undertaking, as referred to in subsection
the exempted undertaking, a translation
the document concerned in the English language or the Irish language certified in the prescribed manner to be a correct translation.
section 347 and 348 in accordance with section 357 shall not be obliged to provide the information referred to in subsection
an applicable company falling within paragraph (a)
the definition
‘applicable company’ that is the holding company
a group (in this Part referred to as an ‘applicable holding company’) shall include in a clearly identifiable dedicated section
the group directors’ report – (
the group’s business model and strategy, including – (i) the resilience
the group’s business model and strategy in relation to risks related to sustainability matters, (ii) the opportunities for the group related to sustainability matters, (iii) the plans
the group, including implementing actions and related financial and investment plans, to ensure that its business model and strategy are compatible with the transition to a sustainable economy and with the limiting
global warming to 1.5°C in line with the Paris Agreement and the objective
achieving climate neutrality by 2050 as established in Regulation (EU) 2021/1119 and where relevant, the exposure
the group to coal-related, oil-related and gas-related activities, (iv) how the group’s business model and strategy take account
the interests
the group’s stakeholders and
the impacts
the group on sustainability matters, and (
the time-bound targets related to sustainability matters set by the group, including, where appropriate, absolute greenhouse gas emission reduction targets at least for 2030 and 2050, a description
the progress the group has made towards achieving those targets, and a statement
whether the group’s targets related to environmental factors are based on conclusive scientific evidence; (c) a description
the role
the administrative, management and supervisory bodies in the group with regard to sustainability matters, and
their expertise and skills in relation to fulfilling that role or the access such bodies have to such expertise and skills; (d) a description
the group’s policies in relation to sustainability matters; (e) information about the existence
incentive schemes linked to sustainability matters which are
fered to members
the administrative, management and supervisory bodies in the group; (f) a description
– (i) the due diligence process implemented by the group with regard to sustainability matters, and, where applicable, in line with the requirements
European Union law on undertakings to conduct a due diligence process, (ii) the principal actual or potential adverse impacts connected with the group’s own operations and with its value chain, including its products and services, its business relationships and its supply chain, actions taken to identify and monitor those impacts, and other adverse impacts which the parent undertaking is required to identify pursuant to other the requirements
European Union law to conduct a due diligence process, and (iii) any actions taken by the group to prevent, mitigate, remediate or bring an end to actual or potential adverse impacts, and the result
such actions; (g) a description
the principal risks to the group related to sustainability matters, including the group’s principal dependencies on those matters, and how the group manages those risks; (h) indicators relevant to the disclosures referred to in paragraphs (a) to (g).
the application
this Part, in the event that not all the necessary information regarding its value chain is available, the directors
the applicable holding company shall explain the efforts made to obtain the necessary information about its value chain, the reasons why not all
the necessary information could be obtained, and its plans to obtain the necessary information in the future.
, the other information included in the group directors’ report in accordance with sections 318, 325, 327 and 1373 and the amounts reported in the consolidated financial statements.
negotiation may be omitted in exceptional cases where, in the duly justified opinion
the directors
the applicable holding company, the disclosure
such information would be seriously prejudicial to the commercial position
the group, provided that such omission does not prevent a fair and balanced understanding
the group’s development, performance, and position, and the impact
its activity.
an applicable holding company shall report on the process carried out to identify the information included in the group directors’ report in accordance with subsection
the applicable holding company identify significant differences between the risks for, or impacts
, the group and the risks for, or impacts
, one or more
its subsidiaries, the directors shall provide an adequate understanding
, as appropriate, the risks for, and impacts
, the subsidiary or subsidiaries concerned.
the applicable holding company shall indicate which subsidiary undertakings included in the consolidation are exempted from the sustainability reporting required under this Part pursuant to sections 1594 and 1598.
the applicable holding company shall report the information referred to in subsections
an applicable holding company shall provide information to, and consult with, employees’ representatives at the appropriate level in relation to the sustainability information required by section 1596 and the means
obtaining and verifying such information.
the employees’ representatives shall be communicated, where applicable, to the directors
the applicable holding company.
this section, ‘employees’ representatives’, in relation to an applicable holding company, means – (a) in the case
an applicable holding company to whom the Employees (Provision
Information and Consultation) Act 2006 applies, the employees’ representative within the meaning
that Act, or (b) in the case
any other applicable holding company, any persons duly appointed or elected by employees
the group as an employees’ representative for the purposes
this section. Exemption from section 1596 for certain subsidiaries 1598.
another undertaking shall be exempted from the obligations set out in section 1596 if – (a) the applicable holding company and its subsidiaries are included in the group directors’ report
that other undertaking drawn up in accordance with Part 6 and this Part, and (b) the conditions set out in section 1599 are met.
a third-country undertaking shall be exempted from the obligations set out in section 1596 if – (a) the applicable holding company and its subsidiaries are included in the consolidated sustainability reporting
that third-country undertaking, (b) that consolidated sustainability reporting has been carried out in accordance with the sustainability reporting standards or in a manner equivalent to those sustainability reporting standards, as determined in accordance with an implementing act on the equivalence
sustainability reporting standards adopted by the EU Commission pursuant to the third subparagraph
Directive 2004/109/EC, and (c) the conditions set out in section 1599 are met.
this section – (a) where Article 10
Regulation (EU) No 575/2013 applies, credit institutions that are permanently affiliated to a central body which supervises them under the conditions laid down in Article 10
that Regulation shall be treated as subsidiary undertakings
that central body, and (b) insurance undertakings that are part
a group, on the basis
financial relationships referred to in point (c)(ii)
Directive 2009/138/EC, and which are subject to group supervision in accordance with points (a) to (c)
that Directive shall be treated as subsidiary undertakings
the holding undertaking
that group.
the exempted undertaking contains all
the following information: (i) the name and registered
fice
the holding undertaking that reports information at group level in accordance with section 1596 or in a manner equivalent to the sustainability reporting standards as determined in accordance with an implementing act on the equivalence
sustainability reporting standards adopted pursuant to the third subparagraph
Directive 2004/109/EC; (ii) links to the website containing – (I) in the case
an exempted undertaking referred to in section 1598
the other undertaking referred to in that subsection, or (II) in the case
an exempted undertaking referred to in section 1598
the third-country undertaking referred to in that subsection; (iii) links to the website containing the assurance opinion referred to in section 1613
an exempted undertaking referred to in section 1598
the third-country undertaking referred to in that subsection and the assurance opinion on that consolidated reporting, expressed by one or more persons authorised to give an opinion on the assurance
sustainability reporting under the law governing the holding undertaking, are published in accordance with Article 30
the Accounting Directive and this Part; (c) in the case
an exempted undertaking referred to in section 1598
Regulation (EU) 2020/852, covering the activities carried out by the subsidiary undertaking exempted from sustainability reporting pursuant to section 1594, shall be included in the group directors’ report
the exempted undertaking or in the consolidated sustainability reporting carried out by the third-country undertaking.
the holding company or, where applicable, the consolidated sustainability reporting
the third-country undertaking, as referred to in subsection
the exempted undertaking, a translation
the document concerned in the English language or the Irish language certified in the prescribed manner to be a correct translation.
section 347 and 348 in accordance with section 357 shall not be obliged to provide the information referred to in subsection
directors’ report
applicable companies 1600.
an applicable company subject to the requirements
section 1590 shall prepare the directors’ report in the electronic reporting format specified in Article 3
Delegated Regulation (EU) 2019/815 and shall mark-up the sustainability reporting, including the disclosures provided for in Article 8
Regulation (EU) 2020/852, in accordance with the electronic reporting format specified in Delegated Regulation (EU) 2019/815.
an applicable holding company subject to the requirements
section 1596 shall prepare the group directors’ report in the electronic reporting format specified in Article 3
Delegated Regulation (EU) 2019/815 and shall mark-up the consolidated sustainability reporting, including the disclosures provided for in Article 8
Regulation (EU) 2020/852, in accordance with the electronic reporting format specified in Delegated Regulation (EU) 2019/815. Documents to be annexed to annual return: applicable companies 1601.
, where an applicable company is subject to the requirements
section 1590 or 1596 – (a) a copy
the directors’ report, including any group directors’ report, referred to in section 347
the assurance report on the sustainability reporting in that directors’ report shall, in addition to the documents referred to in section 347, be annexed to the annual return.
section 347 shall apply to the documents referred to in subsection
section 347 and for that purpose, a reference in those subsections to subsection
section 347 shall be construed as a reference to subsection
this section. Chapter 3 Sustainability Reporting Concerning Third-Country Undertakings Interpretation – Chapter 3 1602.
a third-country undertaking where, in relation to a financial year – (a) the branch is located in the State and generated a net turnover
more than €40 million in the preceding financial year, (b) the third-country undertaking at its group level or, if not applicable, the individual level, generated a net turnover
more than €150 million in the European Union for each
the preceding two consecutive financial years, and (
a group or is a subsidiary
another third-country undertaking, and (
a third-country undertaking which, at its group level or, if not applicable, the individual level, generated a net turnover
more than €150 million in the European Union for each
the preceding two consecutive financial years.
this Chapter, a reference to a branch or an undertaking shall include a branch or an undertaking, as the case may be, whose legal form is comparable with the types
undertakings listed in Annex I
the Accounting Directive. Sustainability reporting for applicable subsidiaries and applicable branches 1603.
a third-country undertaking shall publish and make accessible, in accordance with section 1604, a sustainability report for each financial year covering the information specified in paragraphs (a)(iii) to (v), (b) to (f) and, where appropriate, paragraph (h)
section 1596
the third-country undertaking.
a third-country undertaking shall publish and make accessible, in accordance with section 1605, a sustainability report for each financial year covering the information specified in paragraphs (a)(iii) to (v), (b) to (f) and, where appropriate, paragraph (h)
section 1596
the third-country undertaking.
the Accounting Directive, or (b) the sustainability reporting standards or in a manner equivalent to those sustainability reporting standards, as determined in accordance with an implementing act on the equivalence
sustainability reporting standards adopted pursuant to the third subparagraph
Directive 2004/109/EC.
the required information is provided, the applicable subsidiary undertaking or branch, as the case may be, shall draw-up, publish and make accessible the sustainability report, containing all information in its possession, obtained or acquired, and issue a statement indicating that the third-country undertaking did not make the necessary information available.
the sustainability report shall be accompanied by an assurance opinion expressed by one or more persons authorised to give an opinion on the assurance
sustainability reporting under the national law
the third-country undertaking or the law
a Member State, or by a statutory auditor approved under this Part to carry out the assurance
sustainability reporting.
, an applicable subsidiary shall, in addition to the documents referred to in section 347, annex the following documents to its annual return: (a) the sustainability report referred to in section 1603
section 1305, an applicable branch shall in each financial year deliver to the Registrar, in the prescribed manner, the following documents: (a) the sustainability report referred to in section 1603
an applicable subsidiary shall ensure that, to the best
their knowledge and ability, the sustainability report referred to section 1603
an applicable branch, the persons responsible for ensuring compliance by the branch with this Chapter shall ensure that, to the best
their knowledge and ability, the sustainability report referred to in section 1603
a third-country undertaking that – (a) is subject to the requirements
section 1590 or 1596, and (b) is one
the subsidiary undertakings
the group that generated the greatest turnover in the European Union in at least one
the preceding 5 financial years, may prepare consolidated sustainability reporting in accordance with the requirements
section 1596 that includes all subsidiaries
the third-country undertaking that are subject to the requirements
or Article 29a
the Accounting Directive.
Regulation (EU) 2020/852, covering the activities carried out by all subsidiaries
the holding undertaking referred to in subsection
the Accounting Directive.
the exemptions in sections 1594 and 1598, reporting in accordance with subsection
section 1595
the section 1599
Sustainability Reporting Interpretation (Chapter 4) 1608.
carrying out the assurance
consolidated sustainability reporting
an applicable holding company.
sustainability reporting, or (b) registered in accordance with section 1633 to carry out the assurance
sustainability reporting. Appointment
statutory auditor for purposes
carrying out assurance
sustainability reporting 1609.
section 1590 or 1596 shall appoint one or more statutory auditors for each financial year
the company for the purpose
carrying out the assurance
sustainability reporting
the company.
the company.
shall apply to the appointment
statutory auditors for the purpose
carrying out the assurance
sustainability reporting in the same manner as it applies to the appointment
statutory auditors for the purpose
carrying out a statutory audit subject to the following modifications: (a) references (howsoever expressed) to carrying out a statutory audit shall be construed as a reference to carrying out the assurance
sustainability reporting; (b) any other necessary modifications. Assurance standards to be applied 1610.
sustainability reporting in accordance with the assurance standards adopted by the Commission in accordance with paragraph
the Audit Directive.
sustainability reporting, as long as the Commission has not adopted an assurance standard covering the same subject matter, and where assurance standards, procedures or requirements are so prescribed, statutory auditors and statutory audit firms shall carry out the assurance
sustainability reporting in accordance with those standards.
sustainability reporting. Organisation
work
statutory auditors and audit firms when carrying out assurance
sustainability reporting 1611.
sustainability reporting
an applicable company, shall designate at least one key sustainability partner, who may be one
the key audit partners designated under section 1542, who shall be actively involved in the carrying out
the assurance
sustainability reporting.
sustainability reporting
an applicable company, shall devote sufficient time to the assurance engagement and shall assign sufficient resources to enable him or her to carry out his or her duties appropriately.
any contraventions by him or her
the relevant provisions in relation to the assurance
sustainability reporting.
any consequences
any contravention referred to in subsection
any measures taken pursuant to subsection
an audit firm, shall communicate that report internally to the partners or directors, as may be appropriate,
the audit firm. Organisation
work
statutory auditors and audit firms - assurance files 1612.
business; (b) in the case
a statutory audit firm, the name
the key sustainability partner; (c) the fees charged for the assurance
sustainability reporting and the fees charged for other services in any financial year.
signature
the assurance report.
sustainability reporting.
importance in support
the assurance report and for monitoring compliance with this Part, the Audit Directive and other applicable legal requirements as regards the assurance
sustainability reporting.
any complaints made in writing about the performance
the assurance
sustainability reporting carried out by him or her.
annual financial statements and the assurance
sustainability reporting
an applicable company, the assurance file referred to in subsection
the assurance
sustainability reporting in an assurance report on sustainability reporting (in this Part referred to as the ‘assurance report’) which shall be prepared in accordance with the assurance standards referred to in section 1610.
the assurance engagement; (
the scope
the assurance
sustainability reporting which shall, as a minimum, identify the assurance standards in accordance with which the assurance
sustainability reporting was conducted.
the sustainability reporting
the applicable company with the requirements
this Part, including – (a) the compliance
the sustainability reporting with the sustainability reporting standards adopted by the Commission pursuant to Article 29b or Article 29c
the Accounting Directive, (
Regulation (EU) 2020/852.
sustainability reporting was carried out by more than one statutory auditor or statutory audit firm, the statutory auditors or audit firms shall, subject to paragraph (b), agree on the results
the assurance
sustainability reporting and submit a joint assurance report and opinion. (b) In the case
disagreement, each statutory auditor or statutory audit firm shall submit his, her or its opinion in a separate paragraph
the assurance report and shall state the reason for the disagreement.
sustainability reporting. (b) Where a statutory audit firm carries out the assurance
sustainability reporting, the assurance report shall bear the signature
at least the statutory auditors carrying out the assurance
sustainability reporting on behalf
the audit firm. (c) Where more than one statutory auditor or statutory audit firm have been simultaneously engaged, the assurance report shall be signed by all statutory auditors or at least by the statutory auditors carrying out the assurance
sustainability reporting on behalf
each audit firm.
annual financial statements and the assurance
sustainability reporting
an applicable company, the assurance report may be included as a separate section
the statutory auditors’ report required by section 391. Assurance
consolidated sustainability reporting 1614.
an assurance engagement concerning the consolidated sustainability reporting
a group, the group auditor shall bear the full responsibility for the assurance report.
the assurance
sustainability reporting
the group, and (b) document the nature, timing and extent
the work carried out by those auditors, including the group auditor’s review
the relevant parts
those auditors’ assurance documentation.
the assurance
consolidated sustainability reporting
a group, auditors may be one or more
the following: (
such review,
the work
whoever referred to in subsection
the assurance
consolidated sustainability reporting
the group.
the auditors referred to in subsection
the assurance
consolidated sustainability reporting as a condition
the reliance by the group auditor on the work
such auditors.
the group and inform the Supervisory Authority or the recognised accountancy body, where applicable. (b) Such measures shall, as appropriate, include carrying out additional assurance work, either directly or by outsourcing the additional assurance work, in the relevant subsidiary.
the consolidated sustainability reporting
a group shall, when requested, make available to the Supervisory Authority or the recognised accountancy body, where applicable, the relevant documentation he or she has retained concerning the assurance work performed by the entities referred to in subsection
the assurance
consolidated sustainability reporting
the group, including any working papers relevant to the assurance
consolidated sustainability reporting. (b) The Supervisory Authority may request additional documentation on the assurance work performed by a statutory auditor or audit firm for the purpose
the assurance
consolidated sustainability reporting from the competent authorities in other Member States, where applicable, pursuant to Chapter 17
Further responsibility
group auditor in relation to assurance
sustainability reporting 1615.
a group from the relevant competent authorities in third countries through the working arrangements referred to in section 1568
consolidated sustainability reporting
a group is carried out, and (b) the assurance
sustainability reporting
a holding undertaking or subsidiary undertaking
the group is carried out by one or more third-country auditors, third-country entities or independent assurance services providers that have no working arrangements as referred to in section 1568
the additional documentation
the assurance work performed by those third-country auditors, third-country entities or independent assurance services providers, including the working papers relevant to the assurance
sustainability reporting
the group.
such assurance documentation, or alternatively – (
an impediment other than a legal one arising from legislation
the third country or countries concerned, evidence supporting the existence
such an impediment. Audit committees for public-interest entities – responsibilities in relation to assurance
sustainability reporting 1616. Without prejudice to section 1551 and the responsibility
the directors
a public-interest entity, the responsibilities
an audit committee established pursuant to that section for an applicable company shall include – (a) informing directors
the entity
the outcome
the assurance
sustainability reporting and explaining how the assurance
sustainability reporting contributed to the integrity
the sustainability reporting and what the role
the audit committee was in that process, (b) monitoring the sustainability reporting process
the undertaking, including its electronic reporting process as referred to in section 1600 and the process carried out by the undertaking to identify the information reporting in accordance with the sustainability reporting standards, and submitting recommendations or proposals to the directors
the entity to ensure its integrity, (c) monitoring the effectiveness
the entity’s internal quality control and risk management systems and, where applicable, its internal audit, regarding the sustainability reporting
the undertaking, including its electronic reporting process as referred to in section 1600, without breaching its independence, (d) monitoring the assurance
the entity and group sustainability reporting, in particular its performance, taking into account any findings and conclusions by the Supervisory Authority pursuant to Article 26
Regulation (EU) No 537/2014, and (e) reviewing and monitoring the independence
the statutory auditors or audit firms carrying out the assurance
sustainability reporting
the entity in accordance with section 1621. Resolution for accredited third party to prepare report on certain elements
sustainability reporting 1617.
an applicable company falling within paragraph (a)
the definition
‘applicable company’ that is subject to the requirements
section 1590 or 1596, shareholders representing 5 per cent or more
the voting rights or
the share capital
the company, acting individually or collectively, shall have the right to table a draft resolution to be adopted in the annual general meeting
the company, requiring an accredited third party that does not belong to the same audit firm or network as the statutory auditor or audit firm carrying out the statutory audit to prepare a report on certain elements
the sustainability reporting and that such report be made available to the annual general meeting.
its sustainability reporting verified by an accredited independent third party, the directors
the applicable company shall ensure that the report
the accredited independent third party is either – (a) annexed to the directors’ report
the company for the financial year concerned, or (b) published on the company’s website.
the definition
‘public-interest entity’. Prohibited non-audit services in case
assurance
sustainability reporting
public-interest entity 1618.
sustainability reporting
a public-interest entity, or any member
the network to which the relevant sustainability assurance provider belongs, shall not directly or indirectly provide to the public-interest entity that is the subject
the assurance
sustainability reporting, to its holding undertaking or to its controlled undertakings within the European Union, the prohibited non-audit services referred to in points (b) and (c) and points (e) to (k)
the second subparagraph
Regulation (EU) No 537/2014 during – (a) the period between the beginning
the period subject to the assurance
sustainability reporting and the issuing
the assurance report, and (
the second subparagraph
Regulation (EU) No 537/2014.
sustainability reporting
a public-interest entity and, where the statutory auditor or statutory audit firm belongs to a network, any member
such network, may provide to the public-interest entity that is the subject
the assurance
sustainability reporting, to its holding undertaking or to its controlled undertakings, non-audit services other than the prohibited non-audit services referred to in subsection
Regulation (EU) No 537/2014 or services considered by Member States to represent a threat to independence as referred to in Article 5
that Regulation, subject to the approval
the audit committee after it has properly assessed threats to independence and the safeguards applied in accordance with sections 1538 and 1539.
a network to which the statutory auditor or statutory audit firm belongs provides the prohibited non-audit services referred to in subsection
the assurance
sustainability reporting, the statutory auditor or audit firm concerned shall assess whether his, her or its independence would be compromised by such provision
services by the member
the network.
prohibited non-audit services referred to in subsection
sustainability reporting
the public-interest entity only if he, she or it can justify, in accordance with sections 1538 and 1539, that the provision
such services does not affect his, her or its professional judgement and the assurance report on sustainability reporting. Restrictions with regard to fees 1619.
sustainability reporting – (a) are not to be influenced by, or determined by, the provision
additional services to the undertaking that is the subject
the assurance
sustainability reporting, and (b) are not to be based on any form
contingency.
confidentiality and professional secrecy in Chapter 11
shall apply with respect to information and documents to which a statutory auditor or audit firm has access when carrying out the assurance
sustainability reporting in the same manner as they apply in relation to the carrying out
a statutory audit subject to the following modifications: (a) references (howsoever expressed) to carrying out a statutory audit shall be construed as references to carrying out the assurance
sustainability reporting; (b) references (howsoever expressed) to a statutory auditor or audit firm ceasing to be engaged in an audit shall be constructed as references to a statutory auditor or audit firm ceasing to be engaged in the assurance
sustainability reporting
the company; (
sustainability reporting; (f) references (howsoever expressed) to the audited undertaking shall be construed as references to the applicable company the subject
the assurance
sustainability reporting; (g) any other necessary modifications. Independence, objectivity and professional scepticism 1621. The requirements
independence, objectivity and professional scepticism in sections 1533 to 1541 shall apply to statutory auditors or audit firms carrying out the assurance
sustainability reporting in the same manner as they apply to statutory auditors or audit firms carrying out a statutory audit, subject to the following modifications: (a) references (howsoever expressed) to carrying out a statutory audit shall be construed as references to the carrying out
the assurance
sustainability reporting; (
the assurance
sustainability reporting; (
Regulation (EU) No 537/2014 applies to a statutory auditor or audit firm carrying out the assurance
sustainability reporting
a public-interest entity in the same manner as it applies to a statutory auditor or audit firm carrying out the statutory audit
a public-interest entity, and for that purpose – (a) references to carrying out the statutory audit
a public-interest entity shall be construed as references to carrying out the assurance
sustainability reporting
a public-interest entity, and (b) references to the audited entity shall be construed as references to the entity the subject
the assurance
sustainability reporting. Removal or resignation
statutory auditors from carrying out assurance
sustainability reporting 1623. Chapter 20
shall apply to the removal or resignation
statutory auditors appointed to carry out the assurance
sustainability reporting
an applicable company in the same manner as it applies to the removal or resignation
statutory auditors appointed to carry out a statutory audit, subject to the following modifications: (a) references to the removal or resignation
a statutory auditor shall be construed as references to the removal or resignation, as the case may be,
a statutory auditor in respect
the carrying out
the assurance
sustainability reporting
the company; (
statutory auditors from carrying out assurance
sustainability reporting
public-interest entities 1624.
the assurance
sustainability reporting
a public-interest entity – (a) shareholders representing 5 per cent or more
the voting rights or
the share capital, or (b) the Supervisory Authority, may bring a claim before the High Court for the removal
the statutory auditor or audit firm carrying out the assurance
sustainability reporting
the entity subject to there being good and substantial grounds for bringing such a claim before the Court.
the auditor or audit firm with regard to the performance
his or her duties in relation to the carrying out
the assurance
sustainability reporting
the public-interest entity or otherwise, or (b) the petitioner’s opinion that it is in the best interests
the public-interest entity to do so.
subsection
any resolution for the purposes
that subsection, and (b) ‘best interests
the public-interest entity’ shall not include any illegal or improper motive with regard to avoiding disclosures or detection
any contravention by the entity
this Act. Notification to Supervisory Authority
certain matters regarding cessation
fice 1625. Sections 403 and 404 shall apply to a statutory auditor appointed for the purposes
carrying out the assurance
sustainability reporting
an applicable company in the same manner as it applies to statutory auditors appointed for the purposes
carrying out a statutory audit subject to the following: (a) a reference to section 394 or 400, or a provision
either
those sections, shall be construed as a reference to that section or that provision as applied by section 1623; (b) any other necessary modifications. Chapter 5 Approval to carry out assurance
sustainability reporting Approval to carry out assurance
sustainability reporting 1626.
sustainability reporting.
sustainability reporting.
all persons approved by it to carry out the assurance
sustainability reporting, including the individual identification number assigned to any such persons in accordance with section 1464. Conditions for approval to carry out assurance
sustainability reporting as statutory auditor 1627. Subject to section 1635, a person shall not be eligible for approval to carry out the assurance
sustainability reporting unless he or she is approved and registered under Part 27 as a statutory auditor and either – (
a Member State auditor, complies with section 1629, or (c) in the case
a third-country auditor, complies with sections 1629 and 1640. Appropriate qualification for purpose
section 1627(a) 1628.
sustainability reporting are not less than those specified in Schedule 23.
sustainability reporting
a company in so far as required by European Union law.
the subjects referred to in the test
theoretical knowledge specified in Schedule 23 if the body is satisfied that the passing
that examination, or the holding
that university degree or equivalent qualification, renders it unnecessary for the person to undergo that test in so far as those subjects are concerned.
sustainability reporting in the State is required to sit and pass an aptitude test to demonstrate his or her knowledge
the enactments and practice that are relevant to the assurance
sustainability reporting in the State.
the enactments and practice referred to in that subsection.
an amount specified from time to time by the Minister, that is sufficient to meet the body’s administrative expenses in respect
the administration
an aptitude test under this section in relation to him or her.
payment, be recovered from the Member State auditor or third-country auditor concerned as a simple contract debt in any court
competent jurisdiction. Scope
aptitude test 1630.
the enactments and practice that are relevant to the assurance
sustainability reporting in the State.
the aptitude test shall be decided by the recognised accountancy body after it has received the approval
the Supervisory Authority
the contents
the test.
an aptitude test approved under subsection
aptitude test 1631.
the aptitude test referred to in section 1629.
subsection
sustainability reporting as a statutory audit firm 1632.
sustainability reporting unless – (
sustainability reporting in the State on behalf
the firm are approved to do so in accordance with this Part. Basis on which audit firms approved in other Member States may carry out assurance
sustainability reporting in State 1633.
sustainability reporting in the State if the key sustainability partner who carries out the assurance on behalf
the audit firm, both at the time
registration (in accordance with subsection
the firm, complies with the requirements
this Chapter.
sustainability reporting in the State where the State is not its home Member State shall, before carrying out any such assurance, register with the recognised accountancy body by which the key sustainability partner referred to in subsection
sustainability reporting. (b) Where the recognised accountancy body intends to rely on a certificate, issued by the counterpart authority in the home Member State, attesting to the registration
the audit firm in the home Member State, the recognised accountancy body may require that such certificate be issued on a date falling within the 3 months immediately preceding that date on which the recognised accountancy body is given that certificate.
all Member State audit firms registered with it under subsection
the registration
the audit firm.
sustainability reporting, the recognised accountancy body shall ensure that such registration is recorded in the public register. Restriction as to persons who may carry out assurance
sustainability reporting 1634.
sustainability reporting shall be carried out only by – (a) statutory auditors or statutory audit firms that are approved under this Part to carry out the assurance
sustainability reporting, or (b) audit firms registered in accordance with section 1633.
sustainability reporting, (b) describe himself or herself as a person who may carry out the assurance
sustainability reporting, or (c) so hold himself or herself out as to indicate, or be reasonably understood to indicate, that he or she may carry out the assurance
sustainability reporting, unless he or she has been approved in accordance with this Part.
sustainability reporting, (b) describe itself as a firm who may carry out the assurance
sustainability reporting, or (c) so hold itself out as to indicate, or be reasonably understood to indicate, that it may carry out the assurance
sustainability reporting, unless it has been approved in accordance with this Part or registered in accordance with section 1633. Transitional provisions relating to approval
certain statutory auditors 1635.
paragraph (a), (b) or (c)
section 1627 and Schedule 23.
paragraph (a), (b) or (c)
section 1627 and Schedule 23, provided the person completes that process by 1 January 2026.
sustainability reporting and the assurance
sustainability reporting, including the subjects listed in Schedule 23, by taking part in the continuing education required by section 1638. Public register 1636. The public register referred to in section 1484
persons referred to in paragraphs (a), (b) and (c)
that subsection. Notification
information to Registrar 1637.
sustainability reporting, notify the relevant information to the recognised accountancy body. (
sustainability reporting, notify the relevant information to the recognised accountancy body.
a notification under subsection
the information as seems to it to be necessary, the recognised accountancy body, as appropriate, shall notify to the Registrar – (
Schedule 24.
doubt, in the event that a recognised accountancy body is no longer recognised by the Supervisory Authority for the purposes
the relevant provisions or otherwise ceases to exist, the notifications under subsections
an approval granted under this Chapter that the statutory auditor shall take part in appropriate programmes
continuing education in order to maintain his or her theoretical knowledge, professional skills and values, including, in particular, in relation to the assurance
sustainability reporting, at a sufficiently high level.
approval under this Part 1639.
a person to carry out the assurance
sustainability reporting under this Part if, but only if, the person – (
section 1627.
subsection
approval under this Part in the same manner as they apply to the withdrawal
approval under Part 27 subject to the following modifications: (a) a reference (howsoever expressed) to the approval under Part 27
the person as a statutory auditor or statutory audit firm shall be construed as a reference to the approval under this Part
a person to carry out the assurance
sustainability reporting; (b) a reference in sections 1479 and 1480 to subsection
this section; (c) any other necessary modifications. Chapter 6 Approval and registration
third-country auditors for purposes
carrying out assurance
sustainability reporting Approval
third-country auditors to carry out assurance
sustainability reporting 1640.
sustainability reporting if that person has furnished proof that he or she complies with requirements equivalent to those specified in section 1628.
sustainability reporting in that third country – (a) by virtue
the law
that third country, and (b) on fulfilment by the statutory auditor concerned
requirements no more onerous than those specified by this section and Chapter 5 for the third-country auditor’s approval under subsection
third-country audit firms and third-country audit entities for assurance
sustainability reporting 1641.
, section 1636 and Schedules 20 and 24, cause to be registered in each year in the public register every third-country auditor and third-country audit entity that indicates, in writing to it, his or her intention to provide an assurance report concerning the sustainability reporting
an applicable company that falls within section 1573
undertakings incorporated in third countries in respect
which – (i) the Commission has not yet made a decision that the public oversight, quality assurance and investigation and penalty systems for third-country auditors and third-country audit entities meet requirements which shall be considered equivalent to those
Articles 29, 30 and 32
the Audit Directive, or (ii) such a decision was made but for a specified period
time which has now expired.
shall apply in relation to the registration
a third-country auditor and third-country audit entity pursuant to subsection
the registration
a third-country auditor and third-country audit entity pursuant to section 1573 subject to the following modifications: (a) subsection
this section shall be substituted for subsection
section 1573; (b) references in section 1573 to subsection
that section shall be construed as references to subsection
this section; (c) references (howsoever expressed) to registration pursuant to section 1573 shall be construed as references to registration pursuant to subsection
an undertaking falling within section 1573
an applicable company that falls within section 1573
accounts or consolidated accounts shall be construed as reference to the assurance
sustainability reporting; (
statutory auditors carrying out assurance
sustainability reporting System
quality assurance 1642.
, the Supervisory Authority shall ensure that the quality assurance systems it has in place pursuant to that Chapter include a system
quality assurance in relation to the carrying out
the assurance
sustainability reporting in accordance with this Part.
, a recognised accountancy body shall ensure that the system
quality assurance it has in place pursuant to that Chapter includes a system
quality assurance
– (a) the body’s members’ activities as statutory auditors and audit firms that carry out the assurance
sustainability reporting
entities not referred to in section 1494
sustainability reporting,
persons who, though not members
the recognised accountancy body, are persons in relation to whom the body may perform functions under the relevant provisions.
subsection
to registered third-country auditors and third-country audit entities shall include a reference to a third-country auditor or third-country audit entity registered under section 1641. Organisation
quality assurance system 1643.
sustainability reporting or other sustainability-related services; (b) the following shall be substituted for paragraph (f)
subsection
quality assurance reviews
assurance
sustainability reporting, supported by adequate testing
selected assurance files, includes, except where otherwise agreed with the Supervisory Authority, an assessment
– (i) compliance with applicable assurance
sustainability standards and independence requirements, (ii) the quantity and quality
resources spent, (iii) the fees charged in respect
the assurance
sustainability reporting, and (iv) the internal quality control system
the audit firm,”; (c) the reference in subsection
subsection
the assurance
sustainability reporting
the consolidated sustainability reporting
medium or small companies, shall take account
the fact that assurance standards adopted in accordance with Article 26a
the Audit Directive are designed to be applied in a manner that is proportionate to the scale and complexity
the business
the undertaking.”; (e) any other necessary modifications.
sustainability reporting shall be exempted from the requirement in section 1496
sustainability reporting or other sustainability-related services. Quality assurance review deemed to include individual auditors in certain cases 1644. For the purpose
section 1496
all statutory auditors carrying out the assurance
sustainability reporting on behalf
the firm provided that the firm has a common quality assurance policy with which each such statutory auditor is required to comply. Right
recognised accountancy body as regards professional discipline 1645. A recognised accountancy body shall have the right to take disciplinary actions or impose sanctions in respect
statutory auditors and audit firms who carry out the assurance
sustainability reporting and shall have procedures in place to facilitate the taking or imposition
such action or sanctions. System
investigation and penalties 1646.
those auditors and audit firms in relation to whom, by virtue
section 930C, it may perform functions, institute arrangements to ensure that there are effective systems
investigations and penalties to detect, correct and prevent the inadequate execution
the assurance
sustainability reporting by those statutory auditors and audit firms.
a public-interest entity in the case
a relevant contravention committed by that auditor or audit firm that relates (whether in whole or in part) to that entity.
this section, sections 1500, 1501 and 1502, and Chapter 9
, shall apply subject to the following modifications: (a) a reference to the carrying out
a statutory audit (howsoever expressed) shall be construed as reference to the carrying out
the assurance
sustainability reporting; (b) the penalties referred to in section 1501, provision for which shall be made by the means referred to in that section, shall, where appropriate, include withdrawal
approval under this Part or, if applicable, withdrawal
a registration under section 1633 and a temporary prohibition referred to in point (ca)
the Audit Directive and a declaration referred to in point (da)
that Article; (
section 1506
; (e) a direction by the Supervisory Authority to the specified person (being any one or more
a statutory auditor or key sustainability partner) prohibiting him or her, for the period specified in the direction (which may be up to and including an indefinite period), from carrying out the assurance
sustainability reporting or signing assurance reports, or both;”; (d) any other necessary modifications. Co-operation and mutual recognition
regulatory arrangements between Member States 1647. The requirements
Chapters 17 and 18
shall apply in relation to the carrying out
the assurance
sustainability reporting in the same manner as they apply to the carrying out
statutory audits subject to the following modifications: (a) references (howsoever expressed) to the carrying out
statutory audits shall be construed as a reference to the carrying out
the assurance
sustainability reporting; (b) references (howsoever expressed) to the audited undertaking shall be construed as a reference to the applicable company the subject
the
AI explanation based on the official legal text. Indicative, not a substitute for legal advice.