Governance Briefing — December 16, 2022
The EU Corporate Sustainability Reporting Directive entered the Official Journal on December 16, 2022, expanding board-level accountability for sustainability disclosures across nearly 50,000 companies.
Executive briefing: Directive (EU) 2022/2464 — the Corporate Sustainability Reporting Directive (CSRD) — was published in the EU Official Journal on 16 December 2022. The law amends the Accounting, Transparency, Audit, and Non-Financial Reporting directives, mandating assurance-ready sustainability disclosures that sit squarely within board fiduciary duties. Companies headquartered or listed in the EU must align governance structures, controls, and talent with the staggered reporting timetable beginning in fiscal year 2024.
Scope and timeline
- FY2024 filings. Companies already subject to the Non-Financial Reporting Directive (NFRD) must report under CSRD for fiscal years starting on or after 1 January 2024, filing in 2025.
- FY2025 expansion. Large EU companies that were previously outside NFRD join the regime for fiscal years starting in 2025, with limited assurance on sustainability information.
- FY2028 third-country coverage. Non-EU groups with net turnover above €150 million in the EU must file a consolidated sustainability report for fiscal years starting in 2028.
Governance priorities
- Board oversight. Directors must supervise due diligence processes, approve sustainability statements, and ensure narratives align with transition plans and remuneration policies.
- Internal controls and assurance. Audit committees must extend control frameworks to cover European Sustainability Reporting Standards (ESRS) metrics, enabling limited assurance from statutory auditors.
- Global operating models. Multinationals should align CSRD reporting with ISSB and SEC proposals to avoid duplicative data pipelines and conflicting governance statements.
Action checklist
- Map entity scoping against CSRD articles 2a and 40a, confirming which subsidiaries fall into early reporting waves.
- Stand up ESRS programme management offices covering data ownership, control testing, and digital reporting requirements (XHTML and XBRL tagging).
- Brief remuneration and nomination committees on linking variable pay, skills matrices, and succession planning to CSRD strategy disclosures.
Sources
- Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive)
- European Commission CSRD overview
Zeph Tech supports CSRD programmes by integrating ESRS control libraries with audit committee dashboards and global disclosure playbooks.