Companies Act 2014

F1072[Consolidated sustainability reporting

1596

1596. (1) The directors of an applicable company falling within paragraph (a) of the definition of "applicable company" that is the holding company of a group (in this Part referred to as an "applicable holding company") shall include in a clearly identifiable dedicated section of the group directors’ report –

(a) information necessary to understand the group’s impacts on sustainability matters, and

(b) information necessary to understand how sustainability matters affect the group’s development, performance and position.

(2) The information referred to in subsection (1) shall contain:

(a) a brief description of the group’s business model and strategy, including –

(i) the resilience of 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 of 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 of global warming to 1.5°C in line with the Paris Agreement and the objective of achieving climate neutrality by 2050 as established in Regulation (EU) 2021/1119 and where relevant, the exposure of the group to coal-related, oil-related and gas-related activities,

(iv) how the group’s business model and strategy take account of the interests of the group’s stakeholders and of the impacts of the group on sustainability matters, and

(v) how the group’s strategy has been implemented with regard to sustainability matters;

(b) a description of 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 of the progress the group has made towards achieving those targets, and a statement of whether the group’s targets related to environmental factors are based on conclusive scientific evidence;

(c) a description of the role of the administrative, management and supervisory bodies in the group with regard to sustainability matters, and of their expertise and skills in relation to fulfilling that role or the access such bodies have to such expertise and skills;

(d) a description of the group’s policies in relation to sustainability matters;

(e) information about the existence of incentive schemes linked to sustainability matters which are offered to members of the administrative, management and supervisory bodies in the group;

(f) a description of –

(i) the due diligence process implemented by the group with regard to sustainability matters, and, where applicable, in line with the requirements of 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 of 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 of such actions;

(g) a description of 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).

(3) The information referred to in subsection (2)(a) shall include information related to short-term, medium-term and long-term time horizons.

(4) The information referred to in subsections (1) and (2) shall contain information about the group’s own operations and about its value chain, including its products and services, its business relationships and its supply chain.

(5) For the first three financial years of the application of this Part, in the event that not all the necessary information regarding its value chain is available, the directors of the applicable holding company shall explain the efforts made to obtain the necessary information about its value chain, the reasons why not all of the necessary information could be obtained, and its plans to obtain the necessary information in the future.

(6) Where applicable, the information referred to in subsections (1) and (2) shall also include references to, and additional explanations of, 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.

(7) Information relating to impending developments or matters in the course of negotiation may be omitted in exceptional cases where, in the duly justified opinion of the directors of the applicable holding company, the disclosure of such information would be seriously prejudicial to the commercial position of the group, provided that such omission does not prevent a fair and balanced understanding of the group’s development, performance, and position, and the impact of its activity.

(8) The directors of 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 (1).

(9) Where the directors of the applicable holding company identify significant differences between the risks for, or impacts of, the group and the risks for, or impacts of, one or more of its subsidiaries, the directors shall provide an adequate understanding of, as appropriate, the risks for, and impacts of, the subsidiary or subsidiaries concerned.

(10) The directors of 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.

(11) The directors of the applicable holding company shall report the information referred to in subsections (1) to (8) in accordance with the sustainability reporting standards.

(12) An applicable holding company that complies with the requirements set out in subsections (1) to (11) shall be deemed to have complied with the requirements set out in section 327(3)(b) and section 1590.]

Annotations

Amendments:

F1072

Inserted (6.07.2024) by European Union (Corporate Sustainability Reporting) Regulations 2024 (S.I. No. 336 of 2024), reg. 24, in effect as per reg. 1(2).