trends and future of sustainable development - TransEco

DISCLOSURE OF MATERIAL CSR INFORMATION –COMPARISON OF THE MANDATORY CSR DISCLOSURESYSTEMS FOR LISTED COMPANIES IN THE EU ANDTHE USDániel Gergely SzabóPhD student, Centre of International Business Law, Department of Law, Aarhus School ofBusiness and Social Sciences, Aarhus University, Denmark1. IntroductionThe phenomenon of Corporate Social Responsibility (CSR) is attracting increasing internationalattention. The attention from legislators manifests itself in mandatory disclosure of certain piec-es ofinformation related to the companies’ CSR in many jurisdictions. In the US, the Securities and ExchangeCommission (SEC) mandates the disclosure of certain environmental and climate change relatedinformation (SEC, 2010). Similarly, in the EU the disclosure of certain non-financial key performanceindicators, including information relating to environmental and em-ployee matters is required (Directive2003/51/EC of the European Parliament and of the Council of 18 June 2003: Article 1(14)(a) and Article2(10)(a)). In both jurisdictions the disclosure requirements of CSR information are limited incomparison to the disclosure requirements pertaining to financial information. Firstly, the requirementsare much less specific than in the case of financial disclosure. Secondly, the requirement of disclosure iscontingent on certain normative conditions, which have been developed for the assessment of theobligation of dis-closure of financial information; thus, their use in respect of CSR related information isambig-uous. In the US only that piece of environmental or climate change related information must bedisclosed, which is also material (SEC, 2010), while in the EU only those pieces of information which are“necessary for an understanding of the company's development, performance or posi-tion” (Directive2003/51/EC of the European Parliament and of the Council of 18 June 2003: Article 1(14)(a) and Article2(10)(a)).Since the aforementioned conditions are ambiguous themselves, the mandatory disclosure of CSRrelated information seems to be in a state of inherent legal uncertainty. This might have notableconsequences for the disclosures by listed companies. Listed companies also disclose a significantamount of CSR information voluntarily and it might occur that a voluntarily disclosed piece of CSRinformation proves to be so important for investors that it should have been disclosed mandatorily in theappropriate ongoing periodic disclosure documents. Accordingly, a duty to update the disclosure385