1585. (1) In this Part and Schedules 23 and 24 –

"Accounting Directive" means Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013² on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of 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(1);

"assurance of sustainability reporting" means the performance of procedures resulting in the opinion expressed by a statutory auditor or statutory audit firm in accordance with section 1613(3);

"assurance report" has the meaning assigned to it by section 1613;

"Audit Directive" means Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006³ on statutory audits of 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 of the European Union;

"Corporate Sustainability Reporting Directive" means Directive 2022/2464 of the European Parliament and of the Council of 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) of the first subparagraph of Article 1(3) of the Accounting Directive;

"Delegated Regulation (EU) 2019/815" means Commission Delegated Regulation (EU) 2019/815 of 17 December 2018⁵ supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format;

"Directive 2004/109/EC" means Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004⁶ on the harmonisation of 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 of the European Parliament and of the Council of 25 November 2009⁷ on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (recast);

"directors’ report" has the meaning assigned to it by section 325(1);

"group directors’ report" has the meaning assigned to it by section 325(3);

"insurance undertakings" means insurance undertakings referred to in point (a) of the first subparagraph of Article 1(3) of the Accounting Directive;

"key intangible resources", in relation to an applicable company, means resources without physical substance on which the business model of the applicable company fundamentally depends and which are a source of value creation for the applicable company;

"key sustainability partner", in relation to the assurance of 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 of sustainability reporting on behalf of the statutory audit firm,

(b) in the case of the assurance of consolidated sustainability reporting, the statutory auditor or statutory auditors designated by a statutory audit firm as being primarily responsible for carrying out the assurance of sustainability reporting at the level of the group and the statutory auditor or statutory auditors designated as being primarily responsible at the level of material subsidiaries, or

(c) the statutory auditor or statutory auditors who sign the assurance report in relation to the assurance of sustainability reporting;

"Member State" means a Member State of the European Union or an EEA State;

"Member State auditor" means an auditor approved in accordance with the Audit Directive by the counterpart authority of another Member State to carry out the assurance of 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 of another Member State to carry out the assurance of sustainability reporting as required by European Union law;

"net turnover", in relation to a company –

(a) subject to paragraphs (b), (c) and (d), has the same meaning as "turnover" within the meaning of Part 6,

(b) in the case of undertakings falling within the scope of Chapter 3, means the revenue as defined by or within the meaning of the financial reporting framework on the basis of which the financial statements of the undertaking are prepared,

(c) in the case of insurance undertakings, shall be defined in accordance with Article 35 and point 2 of Article 66 of Council Directive 91/674/EEC of 19 December 1991⁸, and

(d) in the case of credit institutions, shall be defined in accordance with point (c) of Article 43(2) of Council Directive 86/635/EEC of 8 December 1986⁹ ;

"public-interest entities" means undertakings that –

(a) have transferable securities admitted to trading on a regulated market of any Member State,

(b) are credit institutions,

(c) are insurance undertakings, or

(d) are undertakings that are otherwise designated, by or under any other enactment, to be entities referred to in point (d) of Article 2(1) of 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 of the European Parliament and of the Council of 16 April 2014¹⁰ on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC;

"Regulation (EU) No 575/2013" means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 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 of the European Parliament and of the Council of 18 June 2020¹² on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088;

"Regulation (EU) 2019/2088" means Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019¹³ on sustainability- related disclosures in the financial services sector;

"Regulation (EU) 2021/1119" means Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021¹⁴establishing 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 (24) of Article 2 of 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 of the Accounting Directive;

"third-country undertaking" means an undertaking that is established in, and governed by the law of, a third country;

"third country" means a country or territory that is not a Member State or part of a Member State.

(2) A word or expression that is used in Chapter 2 or 3 and is also used in the Accounting Directive has, unless the context otherwise requires, the same meaning in Chapter 2 or 3 as it has in the Accounting Directive.

(3) A word or expression that is used in Chapter 4, 5, 6 or 7 and is also used in the Audit Directive has, unless the context otherwise requires, the same meaning in Chapter 4, 5, 6 or 7 as it has in the Audit Directive.]