The draft of Delegated transposition decree from the Directive 2022/2464/EU “Corporate Sustainability Reporting Directive” (CSRD), which should complete the approval process by next July, article 8 regulates the “certification of sustainability reporting compliance”.
The CSRD requires, in fact, that the sustainability reporting prepared by companies be the subject of a certificate of conformitywhich must be looked after by a subject appointed for this purpose. Well, the rule (in the version proposed in the draft Decree) provides, in this regard, that companies can appoint a statutory auditor or one auditing firmand that this subject may be same auditor in charge of the statutory audit of the company, as well as it may be a different subjectprovided that it is registered in register of statutory auditors and has also obtained the qualification, also for carrying out the attestation task from the sustainability reporting.
Specifically, article 8 of the draft Decree prescribes that the figure of sustainability auditor corresponds to a person authorized pursuant to Legislative Decree 39/2010, also to certify the compliance of sustainability reportingwho receives a specific separate assignment from that of the statutory audit of the company itself, to which they correspond different profiles of responsibility. The draft Decree introduces, in Legislative Decree 39/2010, a new article 14-bisentitled “Sustainability reporting compliance attestation report”, pursuant to which the sustainability auditor is required to express his conclusions regarding the reporting compliance prepared by the companies, with respect to the provisions of reference provisions, as indicated in paragraph 1 of article 14-bis, Legislative Decree 39/2010. It has been said that the sustainability auditor may correspond (or not) to the person in charge of legal audit of the company; well, it is further specified that one auditing firm can acquire the role of sustainability auditor, but on condition that the report referred to in article 14-bis is signed by a sustainability reporting auditor.
One is, however, expected transitional discipline For avoid discontinuities in conformity certification services for companies that fall within the first period of application of the CSRD; the draft transposition decree provides, in fact, that, for these companies, the attestation assignments of conformity with the previous “non-financial statement”, already awarded pursuant to thearticle 3, paragraph 10, Legislative Decree 254/2016, remain valid until the agreed deadlinewithout prejudice to the right to terminate the assignment early.
The certificate of conformity must be drawn up according to the attestation principles which will be adopted by European Commission by next 1.10.2026. In the meantime, the draft transposition decree provides that these principles assurance are processed a national level with the collaboration of the authorities, sector associations and professional associations e adopted by the MEF, after consulting Consob, on the basis of the same agreements already in place for the development of the statutory auditing principles. Until the adoption of these national principles, if it becomes necessary and urgent, Consob may indicate with its own regulation the certification principles to be used and, therefore, regulate the methods of carrying out the task.
The current draft of the Decree does not, however, implement the option, envisaged by the CSRD, which would also allow independent attestation service providers, to provide the service assurance in question. However, the transitional provisions reflect the fact that Consob and MEF they can make one joint studywithin three years of the entry into force of the Decree, to verify the dimension of the phenomenon and the effective capacity of the market to absorb the increase in subjects obliged to certify sustainability reporting conformity and, at the same time, verify costs and benefits that could derive from any introduction of the figure of independent attestation service providers. The study will also have to take into account the experiences gained in other EU states.
The point that raised some doubts (and even some disappointment among some professionals) is that which concerns the qualification of the “sustainability auditor”, or rather the path that the Decree regulates, so that the statutory auditor can enable itself to issue certificates of conformity of sustainability reporting. In fact, when fully operational, initially a internship of at least 8 months which would be aimed at “acquire the relevant theoretical and practical skills”. The internship should be completed to a statutory auditor or a statutory auditing firm”that they are certificate holders compliance of the sustainability report”.
Then, once completed the internship periodthe auditor must to take an exam through a written test on specific subjects, precisely on the subject of sustainability reporting. Furthermore, these are matters that will also be the subject of one oral test required for registration in the Register of auditorsor a separate oral test to qualify which one in the future subject eligible to issue the certificate of conformity.
Finally, in a systematic way, the qualified auditors will have to acquire at least 25 credits every year training courses, of which at least 10 characterizing sustainability matters.
However, the transitional provisions contained in article 19 of the draft Decree provide that, until next 31.12.2026 those registered in the Statutory Audit Register on 1 January of that year are considered qualified and can issue certificates of conformity for sustainability reporting, provided they have acquired them at least 5 training credits annually in the matters characterizing sustainability reporting and certification and have presented application to the MEF.
As mentioned, some have been raised critical motions on the issues of qualification; one, objectively, is of an objective nature. That is, we ask ourselves, in relation to the planned internship, how it can actually be carried out in the first historical start-up phasegiven that the law itself prescribes that this must be matured precisely at a subject already authorized to review sustainability. There is therefore a possibility risk of bottleneckwhich must, however, be verified in practice, once it becomes clearer understand the extent of the phenomenon and of the qualified subjects already in the first round; information that is plausible to emerge from that study to which the Decree jointly calls the MEF and Consob.
