Obsah (8)

Article 4Article 1Article 66Article 43Article 40aArticle 2Article 8Article 23

CORPORATE SUSTAINABILITY REPORTING [ S.L. 386.31 SUBSIDIARY LEGISLATION 386.31 CORPORATE SUSTAINABILITY REPORTING REGULATIONS * LEGAL NOTICE 39

2026. 1.

these regulations is the Corporate Sustainability Reporting Regulations. Citation and commencement.

commercial partnerships may, by notice in the Gazette establish, and different dates may be so established for different provisions and, or purposes

these regulations. 2. The scope

these regulations is to transpose and implement Directive (EU) 2022/2464

the European Parliament and

the Council

14 December 2022 amending Regulation (EU) No. 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting. Scope. 3.

the European Parliament and

the Council

26 June 2013 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; "Alternative Investment Fund" or "AIF" shall have the same meaning as assigned to it in the Investment Services Act; "annual accounts" shall h a v e the same meaning as assigned to it in article 2

the Act; *Not yet in force.  Cap. 370. 1 2 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING "Audit Directive" means Directive 2006/43/EC

the European Parliament and

the Council

17 May 2006 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;      Cap. 281. "audit firm" shall have the same meaning assigned to it in the Accountancy Profession Act or in regulations made thereunder, with respect to the assurance

sustainability reporting as defined in the Accountancy Profession Act;  Cap. 281. "auditor" or "statutory auditor" shall have the same meaning assigned to it in the Accountancy Profession Act or in regulations made thereunder, with respect to the assurance

sustainability reporting as defined in the Accountancy Profession Act; "Audit Regulation" means Regulation (EU) No. 537/ 2014

the European Parliament and

the Council

16 April 2014 on specific requirements regarding statutory audit

public-interest entities and repealing Commission Decision 2005/909/EC;  Cap. 281. "assurance

sustainability reporting" shall have the same meaning as assigned to it in the Accountancy Profession Act;   Cap. 281. "Board" means the Accountancy Board established by article 6

the Accountancy Profession Act;   Cap.

1. "captive insurance undertaking" shall have the same meaning as assigned to it in the Insurance Business Act;  Cap.
2. "captive reinsurance undertaking" shall have the same meaning as assigned to it in the Insurance Business Act;   Cap.
3. "Central Bank" means the Central Bank

Malta as established by article 3

the Central Bank

Malta Act; "consolidated directors’ report" shall be construed in accordance with the Act; "consolidated financial statements" shall be construed in accordance with the Act; "credit institution" shall have the same meaning as assigned to it in point

Article 4

Regulation (EU) No. 575/2013

the European Parliament and

the Council

26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/ CORPORATE SUSTAINABILITY REPORTING [ S.L. 386.31 2012, as licensed by the Malta Financial Services Authority and excluding any passported institutions; "directors’ report" shall h a v e the same meaning as assigned to it in article 2

the Act; "group" shall be construed in accordance with the Act; "group auditor" shall have the s a m e meaning a s assigned to it in the Accountancy Profession Act or in regulations made thereunder, with respect to the assurance

sustainability reporting as defined in the Accountancy Profession Act;  Cap.

1. "insurance undertaking" shall have the same meaning as assigned to "authorised insurance undertaking" in the Insurance Business Act, as licensed by the Malta Financial Services Authority and excluding any passported institutions;   Cap.
2. "issuer" shall have the same meaning as assigned to it in Article 2

Directive 2004/109/EC

the European Parliament and

the Council

15 December 2004 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; "key intangible resources" means resources without physical substance on which the business model

the undertaking fundamentally depends and which are a source

value creation for the undertaking; "large groups" shall have the same meaning as assigned to it in paragraph 1

Part I

the Third Schedule to the Act; "large undertakings" shall have the same meaning as assigned to it in paragraph 1

Part I

the Third Schedule to the Act; "listed public-interest entities" means an undertaking governed by the law

a Member State and whose transferable securities are admitted to trading on a regulated market

any Member State; "Malta Development Bank" means the Malta Development Bank as established by article 3

the Malta Development Bank Act; "medium-sized undertakings" shall have the same meaning as assigned to it in paragraph 1

Part I

the Third   Cap. 574. 3 4 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING Schedule to the Act; "Member State" means a member state

the European Union; "Minister" means the Minister responsible for finance; "net turnover" means the amounts derived from the sale

products and the provision

services after deducting sales rebates and value added tax and other taxes directly linked to turnover; however, for insurance undertakings referred to in point (a)

the first sub-paragraph

Article 1

the Accounting Directive, "net turnover" shall be defined in accordance with Article 35 and point 2

Article 66

Council Directive 91/674/EEC

19 December 1991 on the annual accounts and consolidated accounts

insurance undertakings; for credit institutions referred to in point (b)

the first sub-paragraph

Article 1

the Accounting Directive, "net turnover" shall be defined in accordance with point (c)

Article 43

Council Directive 86/635/EEC

8 December 1986 on the annual accounts and consolidated accounts

banks and other financial institutions; and for thirdcountry undertakings falling under the scope

Article 40a

the Accounting Directive, "net turnover" 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; "parent undertaking" shall have the same meaning as assigned to it in Article 2

the Accounting Directive;   Cap. 281. "public-interest entity" shall have the same meaning as assigned to it in article 2

the Accountancy Profession Act; "Registrar" shall have the same meaning as assigned to it in article 2

the Act; "Regulation (EU) No. 575/2013" means Regulation (EU) No. 575/2013

the European Parliament and

the Council

26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No. 648/2012; "Regulation (EU) No. 2020/852" means Regulation (EU) 2020/852

the European Parliament and

the Council

18 June 2020 on the establishment

a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088; "small and non-complex institutions" shall have the same meaning as assigned to it under point

Article 4(1) CORPORATE SUSTAINABILITY REPORTING [ S.L.

386.31

Regulation (EU) No. 575/2013; "small undertakings" means the companies referred to in article 185

the Act; "sustainability matters" means environmental, social and human rights, and governance factors, including sustainability factors defined in point

Article 2

Regulation (EU) 2019/2088

the European Parliament and

the Council

27 November 2019 on sustainability-related disclosures in the financial services sector; "sustainability reporting" means reporting information related to sustainability matters established by and in accordance with regulations 6 to 22 and 24; "sustainability reporting standards" means standards, established by delegated acts adopted by the European Commission on sustainability reporting from time to time, pursuant to the Accounting Directive; "third country" shall h a v e assigned to it in article 2

the Act; the same meaning as "third-country audit entity" shall have the same meaning as assigned to it in the Accountancy Profession Act, with respect to the assurance

sustainability reporting;  Cap. 281. "third-country auditor" shall have the same meaning as assigned to it in the Accountancy Profession Act, with respect to the assurance

sustainability reporting;  Cap. 281. "third-country subsidiary undertakings and branches" means subsidiary undertakings and branches

undertakings which are not governed by the law

a Member State but whose legal form is comparable with that

an undertaking according to these regulations; "Transparency Directive" means Directive 2004/109/EC

the European Parliament and

the Council

15 December 2004 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; "undertaking" shall have the same meaning as assigned to it in Article 2

the Accounting Directive as well as insurance undertakings and credit institutions regardless

the legal form; "undertaking for collective investment in transferable 5 6 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING securities" or "UCITS" means an undertaking authorised in accordance with Article 5

Directive 2009/65/EC

the European Parliament and

the Council

13 July 2009 on the coordination

laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS); "Union" means the European Union.    Cap. 452. Applicability. "workers’ representative" shall have the same meaning as "employees’ representative" in the Employment and Industrial Relations Act. 4.

Malta; (

1. b)the Malta Development Bank; (
2. c)an Alternative Investment Fund; (
3. d)an undertaking for collective investment in transferable securities; and (
4. e)undertakings which on their balance sheet dates do not exceed the limits

at least two

the three

employees during the financial year: ten

five hundred

a large group exceeding on its balance sheet dates, on a consolidated basis, the average number

five hundred

a large group, other than those referred to in paragraph (a)(ii); (

1. c)for financial years starting on or after 1 January 2028: (
2. i)to small undertakings and medium-sized undertakings which are listed public-interest entities; (
3. ii)to small and non-complex institutions, provided they are large undertakings or that they are small undertakings or medium-sized undertakings which are listed public-interest entities; and (iii) to captive insurance undertakings and captive reinsurance undertakings, provided that they are large undertakings or that they are small undertakings or medium-sized undertakings which are listed publicinterest entities.

sub-regulation

the MFSA Capital Markets Rules as follows: (

1. a)for financial years starting on or after 1 7 8 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING January 2026: (
2. i)to issuers which are large undertakings exceeding on their balance sheet dates the average number

five hundred

a large group exceeding on its balance sheet dates, on a consolidated basis, the average number

f ive hun dred

a large group, other than those referred to in paragraph (a)(ii); (

1. c)for financial years starting on or after 1 January 2028: (
2. i)to issuers which are small undertakings or medium-sized undertakings; (
3. ii)to issuers which are small and noncomplex institutions provided they are large undertakings or that they are small undertakings or medium-sized undertakings which are listed publicinterest entities; and (iii) to issuers which are captive insurance undertakings or captive reinsurance undertakings, provided that they are large undertakings or that they are small undertakings or medium-sized undertakings, which are listed public-interest entities.

such directors’ report.

the d irect or ’ rep ort sh all be delivered to the Registrar for registration, in accordance with article 183

the Act. 7.

the undertaking’s business model and strategy, including: (i) the resilience

the undertaking’s business model and strategy in relation to risks related to sustainability matters; (ii) the opportunities for the undertaking related to sustainability matters; (iii) the plans

the undertaking, 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 one point five degrees Celsius (1,5°C) in line with the Paris Agreement to the United Nations Framework Convention on Climate Change adopted on 12 December 2015 and the objective

achieving climate neutrality by 2050 as established in Regulation (EU) 2021/1119

the European Parliament and

the Council

30 June 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’), and where relevant, the exposure

the undertaking to coal-, oil-, and gas-related activities; (iv) how the undertaking’s business model and strategy take account

the interests

the undertaking’s stakeholders and

the impacts

the undertaking on sustainability matters; (

1. v)how the undertaking’s strategy has been implemented with regard to sustainability matters; Required information. 9 10 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING (
2. b)a description

the time-bound targets related to sustainability matters set by the undertaking, including where appropriate, absolute greenhouse gas emission reduction targets at least for 2030 and 2050, a description

the progress the undertaking has made towards achieving those targets, and a statement

whether the undertaking’s targets related to environmental factors are based on conclusive scientific evidence; (c) a description

the role

the directors with regard to sustainability matters, and

their expertise and skills in relation to fulfilling that role or the access these directors have to such expertise and skills; (d) a description

the undertaking’s policies in relation to sustainability matters; (e) information about the existence

incentive schemes linked to sustainability matters which are

fered to the directors; (f) a description

: (

1. i)the due diligence process implemented by the undertaking with regard to sustainability matters, and where applicable, in line with Union requirements on undertakings to conduct a due diligence process; (
2. ii)the principal actual or potential adverse impacts connected with the undertaking’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 undertaking is required to identify pursuant to other Union requirements on undertakings to conduct a due diligence process; and (iii) any actions taken by the undertaking to prevent, mitigate, re-mediate or bring an end to actual or potential adverse impacts, and the result

such actions; (g) a description

the principal risks to the undertaking related to sustainability matters, including a description

the undertaking’s principal dependencies on those matters, and how the undertaking manages those risks; (

1. h)indicators relevant to the disclosures referred to in paragraphs (
2. a)to (g). CORPORATE SUSTAINABILITY REPORTING [ S.L. 386.31 11

Article 8

Regulation (EU) 2020/852 as regards information on how and to what extent the undertaking’s activities are associated with economic activities that qualify as environmentally sustainable. 8.

the application

the measures in accordance with regulation 6, and in the event that not all the necessary information regarding its value chain is available, the undertaking shall explain the efforts made to obtain the necessary information about its value chain, the reasons on the basis

which 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 article 177

the Act, and the amounts reported in the annual accounts.

negotiation may be omitted in exceptional cases where, in the duly justified opinion

the directors, acting within the competences assigned to them by national law and having collective responsibility for that opinion, the disclosure

such information would be seriously prejudicial to the commercial position

the undertaking, provided that such omission does not prevent a fair and balanced understanding

the undertaking’s development, performance, position and impact

its activity.

1. Undertakings shall report information referred to in regulations 6 to 8 in accordance with the sustainability reporting standards adopted pursuant to regulation
2. Sustainability reporting standards.
3. The board

directors

the undertaking shall inform the workers’ representatives at the appropriate level and discuss with them the relevant information and the means

obtaining and verifying sustainability information. Where applicable, the workers’ representatives’ opinion shall be communicated to the board

Information to workers’ representative. 12 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING directors. Reporting derogations for certain undertakings. 11.

derogation from regulations 7 to 9, and without prejudice to regulation 14, small undertakings and mediumsized undertakings which are listed public-interest entities, small and non-complex institutions, captive insurance undertakings and captive reinsurance undertakings may limit their sustainability reporting to the following information: (a) a brief description

the undertaking’s business model and strategy; (b) a description

the undertaking’s policies in relation to sustainability matters; (c) the principal actual or potential adverse impacts

the undertaking on sustainability matters, and any actions taken to identify, monitor, prevent, mitigate or remediate such actual or potential adverse impacts; (

1. d)the principal risks to the undertaking related to sustainability matters and how the undertaking manages those risks; and (
2. e)key indicators necessary for the disclosures referred to in paragraphs (
3. a)to (d).

the Accounting Directive. Information referred to in regulation

2. For financial years starting before 1 January 2028, by way

derogation from regulation 6, small undertakings and mediumsized undertakings which are listed public-interest entities may decide not to include in their directors’ report the information referred to in regulation 6. In such cases, the undertaking shall nevertheless, briefly state in its directors’ report the basis on which the sustainability reporting was not provided. Compliance with article 177

the Act. 13. Undertakings that comply with the requirements established in regulations 6 to 9 and undertakings that rely on the derogation stipulated in regulation 11 shall be deemed to have complied with the requirement established in article 177

the Act. CORPORATE SUSTAINABILITY REPORTING [ S.L. 386.31 14.

a parent undertaking, drawn up in accordance with requirements equivalent to those set out in article 177

the Act and regulations 15 to 22.

a parent undertaking that is established in a third country shall also be exempted from the obligations set out in regulations 6 to 9 where such undertaking and its subsidiary undertakings are included in the consolidated sustainability reporting

that parent undertaking that is established in a third country and where that consolidated sustainability reporting 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 sub-paragraph

Article 23

the Transparency Directive.

the exempted subsidiary undertaking shall contain all

the following information: (i) the name and registered

fice

the parent undertaking that reports information at group level in accordance with this regulation or in a manner equivalent to the sustainability reporting standards adopted pursuant to regulation 23, as determined in accordance with an implementing act on the equivalence

sustainability reporting standards adopted pursuant to the third sub- paragraph

Article 23

the Transparency Directive; (ii) the weblinks to the consolidated directors’ report

the parent undertaking or, where applicable, to the consolidated sustainability reporting

the parent undertaking, as referred to in sub-regulation

the Act or to the assurance report referred to in paragraph (b); (iii) the information that the undertaking is exempt from the obligations prescribed in regulations 6 to 9; 13 Reporting exemptions for subsidiary undertakings included in consolidated directors’ report. 14 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING (b) if the parent undertaking is established in a third country, its consolidated sustainability reporting and the assurance report on the consolidated sustainability reporting, expressed by one

sustainability reporting under the law governing that parent undertaking, are published in accordance with article 183

the Act, and in accordance with the applicable law regulating the exempted subsidiary undertaking; (c) if the parent undertaking is established in a third country, the disclosures stipulated in Article 8

Regulation (EU) 2020/852, covering the activities carried out by the exempted subsidiary undertaking established in the Union and its subsidiary undertakings, are included in the directors’ report

the exempted subsidiary undertaking, or in the consolidated sustainability reporting carried out by the parent undertaking established in a third country.

the parent undertaking shall be published in either the Maltese or English language.

the Accounting Directive shall not be obliged to provide the information referred to in sub-regulation

the Accounting Directive.

sub-regulations

Regulation (EU) No. 575/2013 applies, credit institutions that are permanently affiliated to a central body which supervises them under the conditions stipulated in Article 10

Regulation (EU) No. 575/2013 shall be treated as subsidiary undertakings

such central body.      Cap. 403.

sub-regulations

a group, on the basis

financial relationships as referred to in paragraph (b)

the definition "group" in article 2

the Insurance Business Act, and which are subject to group supervision in accordance with article 32A

the said Act, shall be treated as subsidiary undertakings

the parent undertaking

such group. [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING

the relevant requirements

this regulation, with the exception

large undertakings which are listed public-interest entities. 15.

a large group shall include in the consolidated directors’ report information necessary to understand the group’s impacts on sustainability matters, information on the key intangible resources and information necessary to understand how sustainability matters affect the group’s development, performance and position. Consolidated sustainability reporting.

the said report. 16. contain:

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 one point five degrees Celsius (1,5°C) in line with the Paris Agreement and the objective

achieving climate neutrality by 2050 as established in Regulation (EU) 2021/1119

the European Parliament and

the Council

30 June 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’) and, where relevant, the exposure

the group to coal-, oil- 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; (

1. v)how the group’s strategy has been Information referred to in regulation 15. 15 16 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING implemented with regard to sustainability matters; (
2. b)a description

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 directors with regard to sustainability matters, and

their expertise and skills in relation to fulfilling that role or the access these directors 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 the directors; (f) a description

: (

1. i)the due diligence process implemented by the group with regard to sustainability matters, and where applicable, in line with Union requirements on undertakings to conduct a due diligence process; (
2. 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 Union requirements to conduct a due diligence process; (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; and (

1. h)indicators relevant to the disclosures referred to in paragraphs (
2. a)to (g). CORPORATE SUSTAINABILITY REPORTING [ S.L. 386.31 17

Article 8

Regulation (EU) 2020/852 as regards information on how and to what extent the undertaking’s activities are associated with economic activities that qualify as environmentally sustainable. 17.

the application

the measures referred to in regulation 15, and in the event that not all the necessary information regarding its value chain is available, the parent undertaking shall explain the efforts made to obtain the necessary information about its value chain, the reasons on the basis

which 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 consolidated directors’ report in accordance with article 177

the Act, and the amounts reported in the consolidated annual accounts.

negotiation may be omitted in exceptional cases where, in the duly justified opinion

the directors, acting within the competences assigned to them by national law and having collective responsibility for that opinion, the disclosure

such information would be seriously prejudicial to the commercial position

the undertaking, provided that such omission does not prevent a fair and balanced understanding

the undertaking’s development, performance, position and impact

its activity. 18.

, the group and the risks for, or impacts

, one

its subsidiary undertakings, the undertaking shall provide an adequate understanding

, as appropriate, the risks for, and impacts

, the subsidiary undertaking or subsidiary undertakings concerned.

the information referred to in regulations 15 to

2. Parent undertakings shall report the information referred to in regulations 15 to 17 in accordance with the sustainability reporting standards adopted pursuant to regulation
3. Board

directors

the parent undertaking to inform the workers’ representatives. 20. The board

directors

the parent undertaking shall inform the workers’ representatives at the appropriate level and discuss with them the relevant information and the means

obtaining and verifying sustainability information. Where applicable, the workers’ representatives’ opinion shall be communicated to the board

directors. Sustainability requirements. 21. A parent undertaking that complies with the requirements prescribed in regulations 15 to 19 shall be deemed to have complied with the sustainability requirements prescribed in article 177

the Act and regulations 6 to 14. Reporting exemptions for specific parent undertakings. 22.

another undertaking, drawn up in accordance with article 177

the Act and regulations 15 to 22.

a parent undertaking that is established in a third country shall also be exempt from the obligations prescribed in regulations 15 to 19 where such parent undertaking and its subsidiary undertakings are included in the consolidated sustainability reporting

such parent undertaking that is established in a third country and where that consolidated sustainability reporting 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 sub-paragraph

Article 23

the Transparency Directive.

the exempt parent undertaking shall contain all

the following information: (i) the name and registered

fice

the parent undertaking that reports information at group level in accordance with this regulation or in a manner equivalent to the sustainability reporting standards, as CORPORATE SUSTAINABILITY REPORTING [ S.L. 386.31 determined in accordance with an implementing act on the equivalence

sustainability reporting standards adopted pursuant to the third sub-paragraph

Article 23

the Transparency Directive; (ii) the weblinks to the consolidated directors’ report

the parent undertaking or, where applicable, to the consolidated sustainability reporting

the parent undertaking, as referred to in sub-regulation

the Act or to the assurance report referred to in paragraph (b); and (iii) the information that the parent undertaking is exempt from the obligations prescribed in regulations 15 to 19; (b) if the parent undertaking is established in a third country, its consolidated sustainability reporting and the assurance report, expressed by one

sustainability reporting under Maltese law, shall be published in accordance with article 183

the Act, and in accordance with the applicable law regulating the exempted parent undertaking; (c) if the parent undertaking is established in a third country, the disclosures stipulated in Article 8

Regulation (EU) 2020/852, covering the activities carried out by the subsidiary undertaking established in the Union and exempted from sustainability reporting on the basis

regulation 14

the exempt parent undertaking, or in the consolidated sustainability reporting carried out by the parent undertaking established in a third country.

the parent undertaking shall be published in either the Maltese or English language.

the Act shall not be obliged to provide the information referred to in sub-regulation

the Act.

sub-regulations

Regulation (EU) No 575/2013 applies, credit institutions that are permanently affiliated to a central body which supervises them under the conditions stipulated in Article 10

Regulation (EU) No 575/2013 shall be treated as subsidiary undertakings

such central body.      Cap. 403.

sub-regulations

a group, on the basis

financial relationships as referred to in paragraph (b)

the definition

"group" in article 2

the Insurance Business Act, and which are subject to group supervision in accordance with article 32A

the said Act, shall be treated as subsidiary undertakings

the parent undertaking

such group.

the requirements

this regulation, with the exception

large undertakings which are listed public-interest entities. Sustainability reporting standards. 23. Sustainability reporting standards shall specify the information that undertakings are to report in accordance with regulations 6 to 22 and, where relevant, shall specify the structure to be used to submit such information. Single electronic reporting format. 24.

regulations 6 to 14, shall prepare their directors’ report in the electronic reporting format specified in Article 3

Commission Delegated Regulation (EU) 2019/815

17 December 2018 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 and shall mark up their sustainability reporting, including the disclosures provided for in Article 8

Regulation (EU) 2020/852, in accordance with the electronic reporting format specified in that Delegated Regulation.

regulations 15 to 22 shall prepare their consolidated directors’ report in the electronic reporting format specified in Article 3

Delegated Regulation (EU) 2019/815

17 December 2018 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 and shall mark up their sustainability reporting, including the disclosures provided for in Article 8

Regulation (EU) 2020/852, in accordance with the electronic reporting format specified in the said Delegated Regulation. CORPORATE SUSTAINABILITY REPORTING [ S.L. 386.31 25.

a third country shall publish and make accessible a sustainability report covering the information specified in paragraph (a)(iii) to (v), paragraphs (b) to (f) and, where appropriate, paragraph (h)

regulation 16

such ultimate third-country parent undertaking. 21 Sustainability reports concerning Maltese subsidiaries and branches

thirdcountry undertakings.

sub-regulation

an undertaking governed by the law

a third country, which is either not part

a group or is ultimately held by an undertaking that is formed in accordance with the law

a third country, shall publish and make accessible a sustainability report covering the information specified in paragraph (a)(iii) to (v), paragraphs (b) to (f) and, where appropriate, paragraph (h) at the group level

regulation 16

the third-country undertaking.

more than forty million euro (€40,000,000) in the preceding financial year. 27. The provisions

regulations 25

more than one hundred and fifty million euro (€150,000,000) in the Union for each

the last two

regulations 25

a third country ultimate parent referred to in regulations 25 to 28 shall be drawn up in accordance with the sustainability reporting standards applicable to third country undertakings as may be adopted by the Commission from time to time. Sustainability reporting standards and assurance report for thirdcountry undertakings.

derogation from sub-regulation

a third country ultimate parent referred to in regulations 25 to 28 may be drawn up in accordance with the 22 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING sustainability reporting standards adopted pursuant to regulation 23 or in a manner equivalent to those sustainability reporting standards, as determined in accordance with an implementing act adopted by the Commission, on the equivalence

sustainability reporting standards.

sustainability report. 30.

sustainability reporting under the national law

the third-country undertaking or

a Member State.

third-country undertakings shall be responsible for ensuring, to the best

their knowledge and ability, that their sustainability report is drawn up in accordance with regulations 25 to 30, and that such report is published and made accessible in accordance with regulation 32.

the subsidiary undertakings referred to in regulations 25 to 30 shall have collective responsibility for ensuring, to the best

their knowledge and ability, that their sustainability report shall be drawn up in accordance with regulations 25 to 30, and that such report shall be published and made accessible in accordance with regulation 32. Subsidiary undertakings and branches. 32.

the balance sheet date

the financial year for which the report is drawn up, in accordance with the relevant provisions

the Act. CORPORATE SUSTAINABILITY REPORTING [ S.L. 386.31

the Malta Business Registry at a price not exceeding its administrative cost, and the said documents shall be made accessible to the public in the Maltese or English language, not later than twelve

the financial year for which the report is drawn up. In the case that the report is published in a language which is not English or Maltese but is at least one

the

ficial languages

the Union, there shall be annexed to the copy

such document a translation

it in English or Maltese, certified to be a correct translation in such a manner as may be prescribed.

the subsidiary undertaking or the branch as referred to in regulations 25 to 28, not later than twelve

the financial year for which the report is drawn up in English or Maltese, or a copy

which is translated in English or Maltese, certified to be a correct translation in such a manner as may be prescribed. 33.

sustainability reporting in compliance with the assurance standards adopted by the Commission providing initially for limited assurance standards setting out the procedures that the auditors and the audit firms shall perform in order to draw their conclusions on the assurance

sustainability reporting, including engagement planning, risk consideration and response to risks and type

conclusions to be included in the assurance report on sustainability reporting or, where relevant, in the audit report: Assurance standards for sustainability reporting. Provided that as long as the Commission has not adopted such assurance standards, auditors and audit firms shall carry out the assurance

sustainability reporting in compliance with standards as adopted in terms

the Accountancy Profession Act and any regulations issued thereunder.      Cap. 281.

sustainability reporting in compliance with reasonable assurance standards to be adopted by the European Commission. 34.

assurance engagements concerning the consolidated sustainability reporting

a group

undertakings, the documentation retained by the group auditor shall be such as to enable the Board to review the work

the group auditor to ensure that: (a) in relation to the consolidated sustainability Assurance

consolidated sustainability reporting. 23 24 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING reporting, the group auditor bears the full responsibility for the assurance report on sustainability reporting referred to in regulation 35; (b) the group auditor evaluates the assurance work performed by the third-country auditors, statutory auditors, third-country audit entities or audit firms for the purpose

the assurance

consolidated sustainability reporting and documents the nature, timing and extent

the work performed by those auditors, including, where applicable, the group auditor’s review

relevant parts

those auditors’ assurance documentation; and (c) the group auditor reviews the assurance work performed by third-country auditors, statutory auditors, thirdcountry audit entities or audit firms for the purpose

the assurance

consolidated sustainability reporting and documents it.

sub-article

the third-country auditors, statutory auditors, third-country audit entities or audit firms concerned to transfer relevant documentation during the conduct

the assurance

consolidated sustainability reporting, as a condition

the reliance by the group auditor on the work

those third-country auditors, statutory auditors, third-country audit entities or audit firms.

sub-regulation

consolidated sustainability reporting

a group

undertakings, the group auditor shall when requested, make available to the Board the relevant documentation, which is retained concerning the assurance work performed by the respective, third-country auditors, statutory auditors, third-country audit entities or audit firms for the purpose

the assurance

consolidated sustainability reporting, including any working papers relevant to the assurance

consolidated sustainability reporting.       S.L. 281.01.

the assurance

consolidated sustainability reporting from the relevant competent authorities pursuant to regulation 8

the Accountancy Profession Regulations. CORPORATE SUSTAINABILITY REPORTING [ S.L. 386.31 25

sustainability reporting

a parent undertaking or a subsidiary undertaking

a group

undertakings is carried out by any auditors or audit entities from a third country, the Board may request additional documentation on the assurance work performed by any third-country auditors or thirdcountry audit entities from the relevant competent authorities from third countries through working arrangements.

derogation from sub-regulation

sustainability reporting

a parent undertaking or a subsidiary undertaking

a group

undertakings, the group auditor shall when requested, also be responsible for ensuring proper delivery

the additional documentation on the assurance work performed by such third-country auditors or audit entities, including the working papers relevant to the assurance

consolidated sustainability reporting. In order to ensure such delivery, the group auditor shall retain a copy

such documentation, or alternatively agree with the third-country auditors or audit entities that he is to be given unrestricted access to such documentation upon request, or take any other appropriate action.

impediments other than legal ones arising from the legislation

the third country concerned, evidence supporting the existence

such impediments. 35.

the assurance

sustainability reporting in an assurance report on sustainability reporting. That report shall be prepared in compliance with standards adopted in terms

the Accountancy Profession Act or any regulations issued thereunder. The assurance report on sustainability reporting shall be in writing and shall: (a) identify the entity whose annual or consolidated sustainability reporting is the subject

the assurance engagement; specify the annual or consolidated sustainability reporting and the date and period it covers; and identify the sustainability reporting framework that has been applied in its preparation; and (b) include a description

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. Assurance report on sustainability reporting.    Cap. 281. 26 [ S.L. 386.31 CORPORATE SUSTAINABILITY REPORTING

sustainability reporting was carried out by more than one

the assurance

sustainability reporting and submit a joint report and opinion. In the case

disagreement, each auditor or audit firm shall submit their opinion in a separate paragraph

the assurance report on sustainability reporting and shall state the reason for the disagreement.

sustainability reporting. Where an audit firm carries out the assurance

sustainability reporting, the assurance report on sustainability reporting shall bear the signature

at least the auditors carrying out the assurance

sustainability reporting on behalf

the audit firm. Where more than one

sustainability reporting on behalf

every audit firm.

the assurance report on sustainability which is delivered to the Registrar shall state the names

the auditors involved. In exceptional circumstances, the Minister may at his discretion, determine that such signatures may not be disclosed to the public if such disclosure may lead to an imminent and significant threat to the personal security

any person. In any case, the names

the persons involved in the carrying out

the assurance

sustainability reporting shall be known to the Registrar.

annual financial statements and the assurance

sustainability reporting, the assurance report on sustainability reporting may be included as a separate section

the audit report referred to under article 179A

the Act.

the auditor or the audit firm on the consolidated sustainability reporting shall comply with the requirements prescribed in sub-regulations

sustainability reporting.  S.L. 281.01. 36. The provisions

regulations 8

the Accountancy Profession Regulations, as regards the statutory audit

financial statements, shall apply, mutatis mutandis, to the assurance

sustainability reporting. Appointment

auditors or audit firms. 37. The provisions

article 151

the Act shall apply to the appointment

the auditor or audit firm for the purpose

the assurance

sustainability reporting. CORPORATE SUSTAINABILITY REPORTING [ S.L. 386.31 27 38. Shareholders

large undertakings subject to regulations 6 to 22, except for listed public-interest entities, and which represent more than five percent (5%)

the voting rights or five percent (5%)

the capital

the undertaking, acting individually or collectively, shall have the right to table a draft resolution to be adopted in the general meeting, requiring that an auditor that does not belong to the same audit firm or network as the auditor or audit firm carrying out the statutory audit prepare a report on certain elements

the sustainability reporting and that such report be made available to the general meeting. Shareholders

large undertakings subject to regulations 6 to

2. Undertakings may appoint an auditor or an audit firm other than the one or ones carrying out the statutory audit

the annual accounts in order to prepare the assurance report on sustainability reporting. Assurance report on sustainability reporting. 40. The functions assigned to the audit committee and relating to sustainability reporting and to the assurance

sustainability reporting may be performed by the Board

directors as a whole or by a dedicated body established by the Board

directors. Audit committee. 41.

a Member State may prepare consolidated sustainability reporting, in accordance with regulations 15 to 22, that includes all Union subsidiary undertakings

such parent undertaking that are subject to sustainability reporting in terms

regulations 6 to 14 or consolidated sustainability reporting in terms

regulations 15 to 22. Transitory provisions.

Regulation (EU) 2020/852, on the establishment

a framework to facilitate sustainable investment, and sustainability-related disclosures in the financial services sector, covering the activities carried out by all Union subsidiary undertakings

the parent undertaking referred to in sub-regulation

regulations 6 to 14 or consolidated sustainability reporting in terms

regulations 15 to 22.

the Union subsidiary undertakings

the group that generated the greatest turnover in the Union in at least one

the preceding five

the Act.

the exemption stipulated in regulation 14