Einde inhoudsopgave
Corporate Social Responsibility (IVOR nr. 77) 2010/6.4
6.4 Public legislation on sustainability reporting
Mr. T.E. Lambooy, datum 17-11-2010
- Datum
17-11-2010
- Auteur
Mr. T.E. Lambooy
- JCDI
JCDI:ADS371850:1
- Vakgebied(en)
Ondernemingsrecht (V)
Voetnoten
Voetnoten
Council Directive (EC) 2003/51 of the EP and of the Council of 18 June 2003 amending Directives 78/660/EEC, 83/349/EEC, 86/635/EEC and 91/674/EEC on the annual and consolidated accounts of certain types of companies, banks and other financial institutions and insurance undertakings, OJ L178/16, 2003.
See section 4.2 of this book.
See section 4.3 of this book.
T. Wouters and L. Chanet, 'Corporate Human Rights Responsibility: A European Perspective',in Northwestern University Journal of International Human Rights, 6, 2008, p. 262. These authors consider regrettable that the EU has not provided for mandatory reporting on social and human rights matters.
Commission Recommendation of 30 May 2001 on the Recognition, Measurement and Disclosure of Environmental Issues in the Annual Accounts and Annual Reports of Companies, OJ L156/33, 2001, at: http://www.iasplus.com/resource/0105euroenv.pdf, accessed on 23 July 2010. This recommendation calls on EU companies to disclose specific environmental information such as the company's policy and programmes; environmental improvements in key areas; resource, water, and energy use; emissions and waste disposal; material environmental liabilities; significant fines and payments resulting from non-compliance with environmental regulations or tort liability; and government environmental incentives received by the firms in their annual reports; C. Rechtschaffen, 'Shining the Spotlight on European Union Environmental Compliance',in Pace Environmental Law Review, 24, 2007, p. 161.
A. Kamp-Roelands and T.E. Lambooy, 'Maatschappelijk verantwoord ondernemen' [Corporate Social Responsibility], in Het jaar 2007 verslagen: onderzoek jaarverslaggeving ondernemingen [The annual reports on the year 2007: study corporate annual reporting], NlVRA-geschrift 78 (Kluwer, Deventer 2008), pp.119-21.
GRI, 'New Danish law requires CSR disclosure', at: http://www.globalreporting.org/News-EventsPress/LatestNews/2009/NewsJanuary09DanishLaw.htm, accessed on 21 May 2010; P. Hohnen, 'Non-financial Reporting: Denmark Ups the Ante', Ethical Corporation, 13 January 2009, at: http://www.ethicalcorp.com/content.asp?ContentID=6280, accessed on 2 July 2010; Danish Center for CSR, 'New Law Brings Denmark in the Lead concerning CSR', 16 December 2008, at: http://www.samfundsansvar.dk/sw42800.asp, accessed on 10 April 2009. As the latest article indicated, it is however still up to companies to decide if or how they want to work in compliance with CSR.
Ministry of Enterprise, Energy and Communications of Sweden, Guidelines for External Reporting by State-owned Companies', at: www.regeringen.seand http://www.sweden.gov.se/content/1/c6/09/41/25/56b7ebd4.pdf, both websites accessed on 10 April 2009. This requirement is limited to the companies owned by the Swedish state, which includes 55 companies, of which 40 are wholly owned and 15 partly owned. Among them, four companies are listed on the stock exchange.
Law No. 2001-420 of 15 May 2001, J.O., 16 May 2001, Article 116.
Foreign Affairs and International Trade Canada, Building the Canadian Advantage: A Corporate Social Responsibility (CSR) Strategy for the Canadian International Extractive Sector', March 2009, at: http://www.international.gc.ca/trade-agreements-accords-commerciaux/ds/csr-strategy-rse-stategie.aspx#3, accessed on 21 May 2010. In this policy document, the Canadian government also promotes the use of the GRI Guidelines for sustainability reporting.
At an EU level, a directive has been adopted that imposes an obligation on corporations to consider non-financial matters in the preparation of their annual reports - the Modernisation Directive. The Modernisation Directive stipulates that companies shall report annually on non-financial key performance indicators relevant to the particular business, including information relating to environmental and employee matters' related to the worldwide operations of that company.1 This is meant to cover CSR issues.2 When implementing the Modernisation Directive into national law, Member States may choose to waive the obligation to provide such non-financial information for companies below a certain size threshold. Most of the EU Member States have already implemented the Modernisation Directive.3 This Directive upholds that companies shall provide information that should lead to an analysis of environmental and social aspects necessary for an understanding of the company's development, performance or position'. It does not, however, impose a mandatory disclosure of comprehensive information on matters of CSR, nor does it give clear guidance on the specific information to be disclosed by companies.4 The Modernisation Directive is seen rather as containing a general obligation of sustainability reporting, although its preamble refers to an earlier set of detailed recommendations adopted by the Commission that recommended the disclosure of specific information concerning the reduction of corporate environmental impact.5 The general nature of the Directive'stextdoesnot provide much guidance to companies as to how they must report on CSR issues in their annual reports.6 This fact is especially true when this obligation is compared to the detailed regulation on financial information applicable to annual accounts.
A few European countries have legislated CSR reporting somewhat differently:
An amendment to the Danish Financial Statements Act came into force on 1st January 2009. It requires the country's largest 1,100 companies - listed companies, state-owned companies and institutional investors - to include information on CSR policies and practices in their annual reports. The law has a report or explain' clause, meaning that a company can choose not to report on CSR, but in that case it has to disclose that fact, as well the reasons for not reporting. For the purpose of this Act, 'CSR' means that companies include considerations for human rights, societal, environmental and climate conditions as well as combating corruption in their business strategy and corporate activities ;7
Swedenhas also adopted mandatory non-financial reporting legislation but it is limited to its state-owned companies. According to the Swedish Annual Reports Act, the annual report includes information on non-financial objectives, the company's ethical principles, codes of conduct and gender equality policies. Moreover, the company has to use the GRI Guidelines, and publish an externally assured sustainability report on the company's website as a separate report or as an integrated part of the annual report;8 and
In France, the Nouvelles Regulations Économiques, adopted by Parliament in 2001, requires disclosures on social and environmental issues in the annual reports of companies listed on the French stock exchange.9
Outside of Europe, the Canadian government also strongly encourages sustain-ability reporting by Canadian companies in the extractive industry.10
Considering the existing public regulation of sustainability reporting, it has to be concluded that only general and vague terminology has been used by legislators, although the Swedish government gives explicit mandatory guidance on GRI Guidelines usage.