On 24 October 2024, the European Securities and Markets Authority (“ESMA“) released its 2024 European Common Enforcement Priorities (“ECEP“) for corporate reporting, drawing particular attention to sustainability and taxonomy-related disclosures. With the backdrop of Europe’s ambitious climate objectives and the growing impact of environmental, social, and governance (“ESG“) factors on financial markets, ESMA’s guidance for 2024 underscores the importance of transparent, high-quality sustainability reporting that is compliant with the ever increasing and developing regulations. This overview focuses on the sustainability-related priorities in the ECEP.

1. CSRD – not a compliance exercise

    The 2024 ECEP places sustainability reporting at the heart of regulatory scrutiny, as companies across the European Economic Area adapt to new and comprehensive requirements under the Corporate Sustainability Reporting Directive (“CSRD“). The directive, in conjunction with the European Sustainability Reporting Standards (“ESRS“) which detail the CSRD reporting requirements, obligates companies to provide more detailed and standardized disclosures on their environmental and social impacts. For 2024, ESMA is particularly focused on ensuring that companies present clear, comparable information on climate-related risks and other ESG factors that could materially affect their business performance and long-term viability.

    A comprehensive materiality assessment, encompassing both impact and financial materiality, serves as the fundamental basis for determining the information to be disclosed in the sustainability statement. In this regard, ESMA reaffirms its recommendation to consider EFRAG’s Implementation Guidance on Materiality Assessment.

    ESMA emphasizes that sustainability disclosures should not be viewed as a compliance checkbox, but as essential and useful information for investors and other stakeholders.

    2. Linking sustainability and financial reporting

    ESMA underlines that the scope and structure of the CSRD sustainability statement requires alignment with the financial statements, ensuring that the same scope of consolidation is used for both. The statement must include material impacts, risks, and opportunities across the organization’s value chain, with an initial three-year period of transitional relief for gathering complete value chain data. ESMA notes that the structure of the sustainability statement is prescribed and issuers should carefully consider compliance of their approaches with the relevant ESRS requirements. Furthermore, any quantitative data shared between sustainability and financial reports should be cross-referenced, promoting coherence and enhancing the transparency and accessibility of sustainability reporting.

    3. EU Taxonomy-Related Disclosures: Aligning Business with Environmental Objectives

    ESMA’s guidance on Article 8 of the Taxonomy Regulation emphasizes strict adherence to standardized templates for environmental and climate disclosures, highlighting that issuers generally must use the Article 8 Delegated Act (Commission Delegated Regulation (EU) 2021/2178) templates without modification. ESMA underlines that issuers have to assess each economic activity against all applicable environmental objectives, especially as more objectives are considered eligible, and disclose eligibility and alignment per objective, with the primary objective emphasized in the templates. In cases where an activity aligns with multiple objectives, issuers may need to disaggregate turnover, CapEx, and OpEx across relevant lines in the templates. References to financial statements are required to facilitate reconciliation of CapEx KPI figures, aligning financial data with Taxonomy-aligned disclosures. ESMA also recommends that financial sector issuers consult the European Commission’s 2023 Draft Notice on voluntary disclosures, which includes guidelines on estimating alignment for exposures excluded from KPIs or lacking adequate data, ensuring that voluntary disclosures are clearly separated and accompanied by explanations of methodologies.

    4. Looking Ahead

    As we head into 2025, aligning with ESMA’s guidance will be essential for issuers, auditors, and supervisory bodies. They should consider the topics and detailed recommendations when preparing, auditing, and supervising the 2024 annual financial reports.

    For further information, please reach out to ukreg@proskauer.com

    Print:
    Email this postTweet this postLike this postShare this post on LinkedIn
    Photo of John Verwey John Verwey

    John Verwey is a partner in the Private Funds Group. John advises on a wide number of regulatory issues at a national UK and European level, including firm authorisations, appointed representative arrangements, change in control, market abuse. He represents a variety of clients…

    John Verwey is a partner in the Private Funds Group. John advises on a wide number of regulatory issues at a national UK and European level, including firm authorisations, appointed representative arrangements, change in control, market abuse. He represents a variety of clients that range from small start-up fund managers to established global fund advisers and managers.

    A particular area of focus for John is Alternative Investment Fund Managers Directive (AIFMD) and Markets in Financial Instruments Directive II (MiFID II).  This includes advising on pre-marketing and marketing strategies for fund managers, advising on the Level One and Lever Two requirements under AIFMD and implementing UK rules and legislation, and advising on the organizational and conduct of business requirements under MiFID II.

    Photo of Rachel Lowe Rachel Lowe

    Rachel E. Lowe is a special regulatory counsel in the Corporate Department and a member of the Private Investment Funds Group.

    Rachel advises on financial services regulation specializing in sustainable finance and ESG regulation. She has particular expertise in drafting and advising on…

    Rachel E. Lowe is a special regulatory counsel in the Corporate Department and a member of the Private Investment Funds Group.

    Rachel advises on financial services regulation specializing in sustainable finance and ESG regulation. She has particular expertise in drafting and advising on the Sustainable Finance Disclosure Regulation (SFDR) and the Taxonomy Regulation. Rachel has also supported with EU MiFID and AIFMD sustainability updates for clients, including from a governance and organizational perspective, as well as providing drafting and training support. She also advises on the Corporate Sustainability Reporting Directive (CSRD), including analysis of its applicability for large international group structures.

    From a UK perspective, Rachel supports clients with the TCFD-related requirements in the Financial Conduct Authority’s ESG Sourcebook and is increasingly engaged on the UK’s Sustainability Disclosure Requirements (SDR).

    More broadly, Rachel has worked with litigation colleagues to assist clients with understanding and mitigating greenwashing-related legal and regulatory risk.

    Photo of Amar Unadkat Amar Unadkat

    Amar Unadkat is a special regulatory counsel in the Corporate Department and a member of the Private Funds Group.

    Amar advises on a variety of financial services regulatory and compliance matters both from a UK and European perspective. Amar regularly advises his clients…

    Amar Unadkat is a special regulatory counsel in the Corporate Department and a member of the Private Funds Group.

    Amar advises on a variety of financial services regulatory and compliance matters both from a UK and European perspective. Amar regularly advises his clients on issues relating to the Alternative Investment Fund Managers Directive (“AIFMD”), the second Markets in Financial Instruments Directive (“MiFID II”), as well as the latest ESG developments. Amar also focusses on UK regulatory compliance matters, including the FCA’s change of control regime, the appointed representative regime and the Senior Managers & Certification Regime.

    Amar’s clients include private equity firms, investment managers and advisers, firms in the FinTech space, wealth management businesses, banks and sovereign wealth funds.

    Photo of Sulaiman Malik Sulaiman Malik

    Sulaiman Malik is an associate in the Corporate Department and a member of the Private Funds Group.

    Sulaiman advises clients on a range of UK and international financial regulation. He advises private equity funds, hedge funds, sovereign wealth funds and other asset managers…

    Sulaiman Malik is an associate in the Corporate Department and a member of the Private Funds Group.

    Sulaiman advises clients on a range of UK and international financial regulation. He advises private equity funds, hedge funds, sovereign wealth funds and other asset managers, as well as banks, FinTechs, broker-dealers and governments.

    Prior to joining Proskauer, Sulaiman trained at Simmons & Simmons in London, where he was seconded to Brevan Howard. He has also spent time at the UK’s Ministry of Justice and as an adviser to the Mayor of Brisbane, in Australia.

    Sulaiman is a passionate advocate for diversity and inclusion. He previously worked at Rare, a market-leading diversity consultancy, and provides pro bono legal advice to a range of community and civil rights organizations.

    Photo of Michael Singh Michael Singh

    Michael is an associate in the Private Funds Group in the Corporate Department.

    Michael advises clients on a variety of regulatory issues both from a UK and European perspective. He also helps clients on fund related transactions. His clients include private equity firms…

    Michael is an associate in the Private Funds Group in the Corporate Department.

    Michael advises clients on a variety of regulatory issues both from a UK and European perspective. He also helps clients on fund related transactions. His clients include private equity firms, investment managers, FinTech companies and wealth management businesses.

    He is dual-qualified as a German lawyer (“Rechtsanwalt”) and Solicitor of England and Wales and previously was in-house counsel at Deutsche Bank.