Table 1
Directive 2013/34 – content map (with comments)
| Chapter | Selected provisions |
|---|---|
| Preamble | (4) Annual financial statements pursue various objectives and do not merely provide information for investors in capital markets but also give an account of past transactions and enhance corporate governance. (Both financial and non-financial statements are important – opening the way to CSR reporting) |
| Chapter 1 Scope, Definitions | Art.2 (1) ‘public-interest entities’ means undertakings within the scope of Article 1, which are as follows: (a) ... transferable securities are admitted to trading on a regulated market; (b) credit institutions ...; (c) insurance undertakings ...; (d) designated by member states as public-interest entities, for instance, undertakings that are of significant public relevance because of the nature of their business, their size or the number of their employees; (The (in)definite definition of public-interest entities) |
| Chapter 2 General Provisions and Principles | Art.4 The annual financial statements shall constitute a composite whole and shall, for all undertakings, comprise, as a minimum, the balance sheet, the profit-and-loss account and the notes to the financial statements. |
| Chapter 3 Balance Sheet and Profit-and-Loss Statement | Art.9 (1) The layout of the balance sheet and of the profit-and-loss account shall not be changed from one financial year to the next. Departures from that principle shall, however, be permitted in exceptional cases in order to give a true and fair view of the undertaking's assets, liabilities, financial position and profit or loss. Any such departure and the reasons therefor shall be disclosed in the notes to the financial statements. |
| Chapter 4 Notes to Financial Statements | Art.16 Content of the notes to the financial statements relating to all undertakings 1. In the notes to the financial statements, all undertakings shall, in addition to the information required under other provisions of this Directive, disclose information in respect of the following: (a) accounting policies adopted;... (h) the average number of employees during the financial year. |
| Chapter 5 Management Report | Art.19a Non-financial statement 1. Large undertakings, which are public-interest entities exceeding – on their balance sheet dates – the criterion of the average number of 500 employees during the financial year shall include in the management report a non-financial statement containing information to the extent necessary for an understanding of the undertaking's development, performance, position and impact of its activity, relating to, at a minimum, environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters,... (CSR reporting category: 1st – environmental; 2nd - employee matters; 3rd - social matters; 4th - human rights; 5th – anti-corruption and bribery; and 6th – R&D missing) |
| Chapter 6 Consolidated Financial Statements | Art.22 The requirement to prepare consolidated financial statements 1. A member state shall require any undertaking governed by its national law to draw up consolidated financial statements and a consolidated management report if that undertaking (a parent undertaking): ... |
| Chapter 7 Publication | Art.30 General publication requirement 1. Member states shall ensure that undertakings publish within a reasonable period of time, which shall not exceed 12 months after the balance sheet date, the duly approved annual financial statements and the management report ... Art.32 Other publication requirements 1. Where the annual financial statements and the management report are published in full, they shall be reproduced in the form and text on the basis of which the statutory auditor or audit firm has drawn up his/her/its opinion. They shall be accompanied by the full text of the audit report. |
| Chapter 8 Auditing | Art.34 General requirement 1. Member states shall ensure that the financial statements of public-interest entities, as well as medium-sized and large undertakings, are audited by one or more statutory auditors or audit firms approved by the member states to carry out statutory audits on the basis of Directive 2006/43/EC. |
| Chapter 9 Exemptions | Article 36 Exemptions for micro-undertakings 1. Member states may exempt micro-undertakings from any or all of the following obligations: ... |
| Chapter 10 Report on Payments to Government | Art.42 Undertakings required to report on payments to governments 1. Member states shall require large undertakings and all public-interest entities active in the extractive industry or the logging of primary forests to prepare and make public a report on payments made to governments on an annual basis... |
| Chapter 11 Final Provisions | Art.52 Repeal of Directives 78/660/EEC and 83/349/EEC (Cancellation of the 4th Directive about annual accounts of companies with limited liability) |
[i] Source: Processing by the authors based on EUR-Lex.
Table 2
Selected EU member states and their number of legislative measures to transpose Directive 2013/34
| BE | BG | CZ | DK | GE | FR | HR | IT | LV | LT | MT | NL | PL | PT | RO | SK | SW | UK |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2 | 5 | 66 | 1 | 1 | 7 | 3 | 2 | 4 | 62 | 2 | 4 | 8 | 3 | 10 | 17 | 21 | 5 |
[i] Source: Processing by the authors based on EUR-Lex.
Table 3
Estonia – five legislative measures to transpose Directive 2013/34
| Act (Statute) | Identification – official publication information |
|---|---|
| Accounting Act | Official publication: Riigi Teataja; Number: RT I, 30.12.2015, 65 |
| Act amending the Accounting Act and other related Acts | Official publication: Elektrooniline Riigi Teataja; Number: RT I, 30.12.2015, 4 |
| 1. Law of Auditors Activities 1 | Official publication: Riigi Teataja; Number: RT I, 30.12.2015, 8 |
| 2. Credit Institutions Act | Official publication: Riigi Teataja; Number: RT I, 31.12.2015, 43 |
| Commercial Code | Official publication: Elektrooniline Riigi Teataja; Number: RT I, 30.12.2015, 73 |
[i] Source: Prepared by the authors based on EUR-Lex.
Table 4
CJ EU case law about Directive 2013/34 – closed cases and documents
| Case | Document | Date | Parties | Subject matter |
|---|---|---|---|---|
| C-414/18 | Judgement | 3 December 2019 | Iccrea Banca | Freedom of establishment |
| C-255/18 | Opinion | 26 June 2019 | State Street Bank International | Approximation of laws |
| C-255/18 | Judgement | 14 November 2019 | State Street Bank International | Approximation of laws |
| C-643/16 | Judgement | 7 November 2018 | American Express | Freedom of establishment |
| C-508/13 | Application (OJ) | 8 November 2013 | Estonia v Parliament and Council | Freedom of establishment |
| C-508/13 | Judgement | 18 June 2015 | Estonia v Parliament and Council | Freedom of establishment |
| C-508/13 | Judgement (OJ) | 7 August 2015 | Estonia v Parliament and Council | Freedom of establishment |
| C-508/13 | Judgement (Summary) | 18 June 2015 | Estonia v Parliament and Council | Freedom of establishment |
| C-357/13 | Opinion | 18 December 2014 | Drukarnia Multipress | Taxation – Indirect Taxation |
[i] Source: Processing by the authors based on Curia.
Table 5
C-508/13 provisions targeted to be annulled, i.e. contested provisions of Directive 2013/34
| Art.4(6) | 6. By way of derogation from paragraph 5, Member States may require small undertakings to prepare, disclose and publish information in the financial statements which goes beyond the requirements of this Directive, provided that any such information is gathered under a single filing system and the disclosure requirement is contained in the national tax legislation for the strict purposes of tax collection. |
| Art.4(8) | 8. Member States using electronic solutions for filing and publishing annual financial statements shall ensure that small undertakings are not required to publish, in accordance with Chapter 7, the additional disclosures required by national tax legislation, as referred to in paragraph 6. |
| Art.6(3) | 3. Member States may exempt undertakings from the requirements of point (h) of paragraph 1. |
| 1. Art.16(3) | 3. Member States shall not require disclosure for small undertakings beyond what is required or permitted by this Article |
[i] Source: Prepared by the authors based on EUR-Lex.