Friday, November 08, 2013

E.U. Council Approves Changes to Financial Reporting and Mandates Disclosure of Resource Extraction Payments

The Council of the European Union has approved amendments to the Transparency Directive that eliminate the need for company management to publish quarterly financial information. Thus, Member States will not be allowed to impose in their national legislation the requirement to publish periodic financial information on a more frequent basis than annual financial reports and half-year financial reports. However, Member States will be able to require companies to publish additional periodic financial information if such a requirement does not constitute a significant financial burden, and if the additional information required is proportionate to the factors that contribute to investment decisions. In particular, Member States can require the publication of additional periodic financial information by financial institutions. Moreover, a regulated market can require issuers which have their securities admitted to trading thereon to publish additional periodic financial information in all or some of the segments of that market.

In order to provide additional flexibility and reduce administrative burdens, the amended Directive also extends the deadline for publishing half-year financial reports to three months after the end of the reporting period.

The legislation also requires companies whose securities are admitted to trading on a regulated market and who have activities in the resource extractive or logging of primary forest industries to annually disclose in a separate report payments made to governments in the countries in which they operate. The report should include types of payments comparable to those disclosed under the Extractive Industries Transparency Initiative (EITI).

The intent of the legislation is that disclosure of payments to governments should provide civil society and investors with information to hold governments of resource-rich countries to account for their receipts from the exploitation of natural resources.

There is a materiality threshold such that payment, whether made as a single payment or a series of related payments, need not be taken into account in the report if it is below EUR 100 000 within a financial year.

According to E.U. Internal Market Commissioner Michel Barnier, the amendment puts the E.U. on a level playing field with the U.S., which mandated similar payments by resource extraction companies in Section 1504 of the Dodd-Frank Act. The Directive goes further than Section 1504 in that, in addition to oil gas and mining companies, it brings logging companies within its scope.