Extension of the Non-Financial Declaration to SMEs

The European Directive proposal No. 2021/0104 of April 21st 2021, represents a first step towards in order to expand the complete set of regulations on financial reporting and Non-Financial Disclosure.

The main change contained in the proposal concerns a significant increase in the number of entities that have to prepare a Non-Financial Declaration.

The obligation to draw up the DNF is in force for listed issuers and widespread issuers, as they fall within the broader category of public interest entities. Based on a size benchmarks established by Art. 2 of Legislative Decree No. 254 of December 30th, 2016, The DNF is mandatory if entities:

  • have had an average number of employees during the financial year of more than 500;
  • on the closing date of the financial statements, have had total assets in the Balance Sheet higher than 20 million euros, or, alternatively, total net revenues greater than 40 million euros.

The Directive proposal provides the extension of the sustainability reporting obligation to:

  • to small and medium-sized enterprises (SMEs) listed on European regulated markets;
  • to large companies, both listed and unlisted, whose thresholds are lower than the benchmarks established by Article 2 Legislative Decree No. 254/2016.

The preparation of sustainability reports is on a voluntary basis by unlisted SMEs. Micro-enterprises are completely excluded from sustainability reporting.

The awareness on communication of the information to stakeholders on projects, processes, results, environmental (with particular reference to climate change) and social risks, as well as the main aspects related to governance, in accordance with ESG evaluation criteria, is the first step to understand how important this change is.

The obligation imposed by the legislator to draw up a DNF is the prelude to a broader plan that is based on satisfying the stakeholders’ real needs (especially professional investor). Is it clear that non-adoption of an appropriate information system, even on a voluntary basis, could lead to exclusion from the market and from attractiveness to stakeholders.