Commission Delegated Regulation (EU) 2021/2178 of 6 July 2021 supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council by specifying the content and presentation of information to be disclosed by undertakings subject to Articles 19a or 29a of Directive 2013/34/EU concerning environmentally sustainable economic activities, and specifying the methodology to comply with that disclosure obligation (Text with EEA relevance)

Article 1

Definitions

For the purposes of this Regulation, the following definitions apply:

(1) ‘environmental objective’ means one of the environmental objectives laid down in Article 9 of Regulation (EU) 2020/852;

(2) ‘Taxonomy-aligned economic activity’ means an economic activity that complies with the requirements laid down in Article 3 of Regulation (EU) 2020/852;

(3) ‘transitional economic activity’ means an economic activity that complies with the requirements laid down in Article 10(2) of Regulation (EU) 2020/852;

(4) ‘enabling economic activity’ means an economic activity that complies with the requirements laid down in Article 16 of Regulation (EU) 2020/852;

(5) ‘taxonomy-eligible economic activity’ means an economic activity that is described in the delegated acts adopted pursuant to Article 10(3), Article 11(3), Article 12(2), Article 13(2), Article 14(2), and Article 15(2), of Regulation (EU) 2020/852, irrespective of whether that economic activity meets any or all of the technical screening criteria laid down in those delegated acts;

(6) ‘taxonomy-non-eligible economic activity’ means any economic activity that is not described in the delegated acts adopted pursuant to Article 10(3), Article 11(3), Article 12(2), Article 13(2), Article 14(2) and Article 15(2), of Regulation (EU) 2020/852;

(7) ‘asset manager’ meansan undertaking that is subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU and is either of the following: (a) an AIFM as defined in Article 4(1), point (b), of Directive 2011/61/EU of the European Parliament and of the Council (¹); (b) a management company as defined in Article 2(1), point (b), of Directive 2009/65/EC of the European Parliament and of the Council (²); (c) an investment company authorised in accordance with Articles 27, 28 and 29 of Directive 2009/65/EC and that has not designated for its management a management company authorised in accordance with Articles 6, 7 and 8 of that Directive.

(8) ‘financial undertaking’ means an undertaking that is subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU and is an asset manager, a credit institution as defined in Article 4(1), point (1), of Regulation (EU) No 575/2013 of the European Parliament and of the Council (³), an investment firm as defined in Article 4(1), point (2), of Regulation (EU) No 575/2013, an insurance undertaking as defined in Article 13, point (1), of Directive 2009/138/EC of the European Parliament and of the Council (⁴), or a reinsurance undertaking as defined in Article 13, point (4) of Directive 2009/138/EC;

(9) ‘non-financial undertaking’ means an undertaking that is subject to the disclosure obligations laid down in Articles 19a and 29a of Directive 2013/34/EU and is not a financial undertaking as defined in point (8);

(10) ‘taxonomy-aligned insurance or reinsurance activity’ means an insurance or reinsurance activity that complies with the criteria laid down in Sections 10.1 and 10.2 of Annex II to Delegated Regulation (EU) 2021/2139.

Article 2

Disclosures by non-financial undertakings

By way of derogation from paragraph 1, for the OpEx KPI referred to in Section 1.1.3 of Annex I to this Regulation, where the operational expenditure is not material for the business model of non-financial undertakings, those undertakings may omit assessing whether operational expenditure related to all their economic activities is taxonomy-eligible or taxonomy-aligned, provided that they:

(a) disclose the total value of the OpEx KPI denominator referred to in Section 1.1.3.1 of Annex I to this Regulation;

(b) explain why the operational expenditure is not material for their business model.

Where the operational expenditure is in principle material for the business model of non-financial undertakings, those non-financial undertakings may omit assessing whether some of their economic activities are taxonomy-eligible or taxonomy-aligned where the cumulative operational expenditure related to those activities is below 10 % of the denominator of the OpEx KPI referred to in Section 1.1.3.1 of Annex I to this Regulation.

Article 3

Disclosures by asset managers

The assets to which the first subparagraph is applied shall be reported separately as non-material assets.

Article 4

Disclosures by credit institutions

The assets to which the first subparagraph is applied shall be reported separately as non-material assets.

The financial guarantees to which the first subparagraph is applied shall be reported separately as non-material financial guarantees.

The assets under management to which the first subparagraph is applied shall be reported separately as non-material assets under management.

The fees and commission income to which the first subparagraph is applied shall be reported separately as non-material fees and commissions.

The financial assets to which the first subparagraph is applied shall be reported separately as non-material assets.

Article 5

Disclosures by investment firms

The assets to which the first subparagraph is applied shall be reported separately as non-material assets.

The revenue to which the first subparagraph is applied shall be reported separately as non-material revenue.

Article 6

Disclosures by insurance and reinsurance undertakings

The gross premiums written or revenue to which the first subparagraph is applied shall be reported separately as non-material gross premiums written or non-material revenue.

The assets to which the first subparagraph is applied shall be reported separately as non-material assets.

Article 7

Disclosure rules common to all financial undertakings

All exposures to undertakings that are not obliged to include sustainability information in their management report pursuant to Article 19a or Article 29a of Directive 2013/34/EU, or that do not belong to groups of undertakings that are obliged to include sustainability information in their management report pursuant to Article 19a or Article 29a of Directive 2013/34/EU, during the financial year, shall be excluded from the denominator of key performance indicators of financial undertakings.

By way of derogation from the first subparagraph, exposures to Special Purpose Vehicles (SPVs) shall be included in the denominator of key performance indicators of financial undertakings where those SPVs finance:

(a) entities subject to Article 19a or 29a of Directive 2013/34/EU or entities that belong to a group where the parent of the SPV is subject to Article 29a of that Directive;

(b) assets operated by entities subject to Article 19a or 29a of Directive 2013/34/EU or entities that belong to a group where the parent of the SPV is subject to Article 29a of that Directive.

By way of derogation from the first subparagraph, financial undertakings may include in the denominator of their key performance indicators the following exposures:

(a) exposures to undertakings as referred to in the first subparagraph where those undertakings report on a voluntary basis the key performance indicators in accordance with Annexes I to XI to this Regulation;

(b) exposures to undertakings referred to in the first subparagraph whose use of proceeds is known.

Where the third subparagraph applies, the exposures referred to in that subparagraph shall be included in the numerator of the key performance indicators of financial undertakings as follows:

(a) exposures referred to in the third subparagraph, point (a), shall be included in the numerator of key performance indicators of financial undertakings weighted by the key performance indicators reported on a voluntary basis by their counterparties in accordance with the methodology laid down in Annexes III, V, VII, and IX to this Regulation;

(b) exposures referred to in the third subparagraph, point (b), shall be included in the numerator of key performance indicators of financial undertakings up to the full value of taxonomy-aligned economic activities that those exposures finance, on the basis of information provided by their counterparties.

Financial undertakings shall provide for a breakdown in the numerator and denominator of the key performance indicators, where applicable, for:

(a) exposures to and investments in non-financial undertakings;

(b) exposures to and investments in financial undertakings;

(c) taxonomy-eligible exposures to retail clients;

(d) exposures to local governments;

(e) real estate assets;

(f) exposures to and investment in undertakings as referred to in Article 7(3), third subparagraph.

When reporting the key performance indicators in accordance with this Regulation, financial undertakings shall include in the reporting templates:

(a) exposures and investments financing non-material economic activities of their counterparties that are non-financial undertakings reported in accordance with Article 2, paragraphs (1a) and (1b) by weighing their exposures to those counterparties with the proportion of those non-material economic activities in the denominator of key performance indicators of their counterparties;

(b) exposures to their counterparties that are financial undertakings by weighing those exposures with the proportion in the denominator of key performance indicators of those counterparties of activities that are not assessed by those counterparties in accordance with this paragraph;

(c) activities, exposures and investment that the reporting undertakings consider to be non-material in accordance with Article 3(1a), Article 4(1a) to (1e), Article 5(1a) and (1b), Article 6(1a) and (1b), as applicable;

(d) exposures to and investment in financial undertakings that report in accordance with Article 7(9) of this Regulation.

‘No activities are claimed as being associated with economic activities that qualify as environmentally sustainable under Articles 3 and 9 of Regulation (EU) 2020/852 (Taxonomy Regulation)’.

Article 8

Disclosure rules common to all financial undertakings and non-financial undertakings

For the purposes of this paragraph, the first annual reporting period shall cover the year 2023.

Financial undertakings shall use the most recently available data and key performance indicators of their counterparties to calculate their own key performance indicators.

Where performing or financing the economic activities as referred to in Sections 4.26, 4.27 and 4.28 of Annexes I and II to Delegated Regulation (EU) 2021/2139, non-financial undertakings and financial undertakings shall disclose the proportion of:

(a) taxonomy-aligned economic activities as referred to in Sections 4.26, 4.27 and 4.28 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of their key performance indicators;

(b) taxonomy-eligible economic activities as referred to in Sections 4.26, 4.27 and 4.28 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of their key performance indicators.

Where performing or financing the economic activities as referred to in Sections 4.29, 4.30 and 4.31 of Annexes I and II to Delegated Regulation (EU) 2021/2139, non-financial undertakings and financial undertakings shall disclose the proportion of:

(a) taxonomy-aligned economic activities as referred to in Sections 4.29, 4.30 and 4.31 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of their key performance indicators;

(b) taxonomy-eligible economic activities as referred to in Sections 4.29, 4.30 and 4.31 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of their key performance indicators.

The information referred to in paragraphs 6 and 7 shall be presented in tabular form by using the templates set out in Annexes II, IV, VI, VIII, and X to this Regulation.

Article 9

Review

By 30 June 2024, the Commission shall review the application of this Regulation. The Commission shall assess in particular the need for any further amendments with regard to the inclusion of:

(a) exposures to central governments and central banks in the numerator and denominator of key performance indicators of financial undertakings;

(b) exposures to undertakings that do not publish a non-financial statement pursuant to Articles 19a or 29a of Directive 2013/34/EU in the numerator of key performance indicators of financial undertakings.

Article 10

Entry into force and application

From 1 January 2022 until 31 December 2023, financial undertakings shall only disclose:

(a) the proportion in their total assets of exposures to Taxonomy non-eligible and Taxonomy-eligible economic activities;

(b) the proportion in their total assets of the exposures referred to in Article 7, paragraphs 1 and 2;

(c) the proportion in their total assets of the exposures referred to in Article 7(3);

(d) the qualitative information referred to in Annex XI.

Credit institutions shall also disclose the proportion of their trading portfolio and on demand inter-bank loans in their total assets.

Insurance and reinsurance undertakings shall also disclose the proportion of Taxonomy-eligible and Taxonomy non-eligible non-life insurance economic activities.

Sections 1.2.3 and 1.2.4 of Annex V shall apply from 1 January 2028.

The key performance indicators of non-financial undertakings shall cover the economic activities set out in Delegated Regulation (EU) 2023/2486 and Sections 3.18 to 3.21, Sections 6.18 to 6.20 of Annex I to Delegated Regulation (EU) 2021/2139 and Sections 5.13, 7.8, 8.4, 9.3, 14.1 and 14.2 of Annex II to Delegated Regulation (EU) 2021/2139 from 1 January 2025.

From 1 January 2024 until 31 December 2025, financial undertakings shall only disclose:

(a) the proportion in their covered assets of exposures to Taxonomy non-eligible and Taxonomy-eligible economic activities pursuant to Delegated Regulation (EU) 2023/2486 and Sections 3.18 to 3.21, Sections 6.18 to 6.20 of Annex I to Delegated Regulation (EU) 2021/2139 and Sections 5.13, 7.8, 8.4, 9.3, 14.1 and 14.2 of Annex II to Delegated Regulation (EU) 2021/2139;

(b) the qualitative information referred to in Annex XI relating to economic activities referred to in point (a).

The key performance indicators of financial undertakings shall cover the economic activities set out in Delegated Regulation (EU) 2023/2486 and Sections 3.18 to 3.21, Sections 6.18 to 6.20 of Annex I to Delegated Regulation (EU) 2021/2139 and Sections 5.13, 7.8, 8.4, 9.3, 14.1 and 14.2 of Annex II to Delegated Regulation (EU) 2021/2139 from 1 January 2026.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

ANNEX I

1. Content of KPIs to be disclosed by non-financial undertakings

1.1.   Specification of key performance indicators (KPI)

The proportion of turnover referred to in Article 8(2), point (a), of Regulation (EU) 2020/852 shall be calculated as the part of the net turnover derived from products or services, including intangibles, associated with Taxonomy-aligned economic activities (numerator), divided by the net turnover (denominator) as defined in Article 2, point (5), of Directive 2013/34/EU. The turnover shall cover the revenue recognised pursuant to International Accounting Standard (IAS) 1, paragraph 82(a), as adopted by Commission Regulation (EC) No 1126/2008 (⁵).

The KPI referred to in the first subparagraph shall exclude from its numerator the part of the net turnover derived from products and services associated with economic activities that have been adapted to climate change in line with Article 11(1), point (a) of Regulation (EU) 2020/852 and in accordance with Annex II to Delegated Regulation (EU) 2021/2139, unless those activities:

(a) qualify as enabling activities in accordance with Article 11(1), point (b) of Regulation (EU) 2020/852; or

(b) are themselves Taxonomy-aligned.

The proportion of CapEx referred to in Article 8(2), point (b), of Regulation (EU) 2020/852 shall be calculated as the numerator divided by the denominator as specified in points 1.1.2.1 and 1.1.2.2 of this Annex.

The denominator shall cover additions to tangible and intangible assets during the financial year considered before depreciation, amortisation and any re-measurements, including those resulting from revaluations and impairments, for the relevant financial year and excluding fair value changes. The denominator shall also cover additions to tangible and intangible assets resulting from business combinations.

For non-financial undertakings applying international financial reporting standards (IFRS) as adopted by Regulation (EC) No 1126/2008, CapEx shall cover costs that are accounted based on:

(a) IAS 16 Property, Plant and Equipment, paragraphs 73, (e), point (i) and point (iii);

(b) IAS 38 Intangible Assets, paragraph 118, (e), point (i);

(c) IAS 40 Investment Property, paragraphs 76, points (a) and (b) (for the fair value model);

(d) IAS 40 Investment Property, paragraph 79(d), points (i) and (ii) (for the cost model);

(e) IAS 41 Agriculture, paragraph 50, points (b) and (e);

(f) IFRS 16 Leases, paragraph 53, point (h).

For non-financial undertakings applying national generally accepted accounting principles (GAAP), CapEx shall cover the costs accounted under the applicable GAAP that correspond to the costs included in the capital expenditure by non-financial undertakings applying IFRS.

Leases that do not lead to the recognition of a right-of-use over the asset shall not be counted as CapEx.

The numerator equals to the part of the capital expenditure included in the denominator that is any of the following:

(a) related to assets or processes that are associated with Taxonomy-aligned economic activities;

(b) part of a plan to expand Taxonomy-aligned economic activities or to allow Taxonomy-eligible economic activities to become Taxonomy-aligned (‘CapEx plan’) under the conditions specified in the second subparagraph of this point 1.1.2.2;

(c) related to the purchase of output from Taxonomy-aligned economic activities and individual measures enabling the target activities to become low-carbon or to lead to greenhouse gas reductions, notably activities listed in points 7.3 to 7.6 of Annex I to the Climate Delegated Act, as well as other economic activities listed in the delegated acts adopted pursuant to Article 10(3), Article 11(3), Article 12(2), Article 13(2), Article 14(2) and Article 15(2) of Regulation (EU) 2020/852 and provided that such measures are implemented and operational within 18 months.

The CapEx plan referred to in the first paragraph of this point 1.1.2.2 shall meet the following conditions:

(a) the plan aims either to expand the undertaking’s Taxonomy-aligned economic activities or to upgrade Taxonomy-eligible economic activities to render them Taxonomy-aligned within a period of five years;