You may remember: in March 2017, the so-called reporting obligation was passed by the German parliament (Bundestag). With a few exceptions, the law transposes EU Directive 2014/95/EU one-to-one into national law. In the many commentaries and articles that have accompanied the introduction of the reporting obligation, one important aspect has so far remained underexposed: the "obligation to review" of supervisory boards. This article explains what this obligation is and how supervisory boards can comply with it.

The CSR reporting obligation stipulates that companies of public interest and with more than 500 employees should publish information on environmental, social and employee concerns. In addition, companies must report on measures to respect human rights and fight corruption. Affected companies are required to publish the required sustainability information for the 2017 fiscal year in 2018. Violations can be punished with fines of up to €10 million.

So what does this have to do with supervisory boards?

First of all: A third-party review of the content of the sustainability report is not mandatory. Companies decide for themselves whether or not they want to increase the transparency and credibility of their reporting by means of an external audit. Even an audit of the annual management reports only checks whether the sustainability information has been disclosed, not whether it is correct and complete.

However, the new law places the onus on the supervisory board: The sustainability information to be disclosed is explicitly included in the duties of the supervisory board (according to §§ 170, 171 German Stock Corporation Act AktG). Regardless of whether the sustainability information is disclosed as part of the management report or as a separate sustainability report, the information must be reviewed by the supervisory board.

The challenge

According to the new legislation, the supervisory board must review the legality, regularity and appropriateness of the sustainability reporting. This presents supervisory boards with the challenge of familiarizing themselves with the specified subject areas within a very short time in order to be able to comprehend and evaluate the sometimes very complex issues.

In order to be able to credibly verify the disclosed information, the supervisory board must not only familiarize itself with the management approach, but also internalize the data collection processes, understand the methods pursued, and deal with the risks. Examples here would be the verification of greenhouse gas balances or the legal requirements for anti-corruption, which can only be comprehended by supervisory boards with considerable effort.

How DQS can help you

According to an amendment to Section 111 (2) of the AktG, the supervisory board has the option to commission an external substantive audit. By leaving the audit to an external auditor, supervisory boards can ensure that the audit is carried out by qualified and experienced experts. This not only saves them time, but also gives them the assurance that the audit will be conducted in accordance with international standards.

DQS is a licensed provider of report reviews

For the assessment we follow international standards such as the AA1000 Assurance Standard.

Our service portfolio includes:

  • Review and verification of sustainability reports (GRI, German Sustainability Code, Global Compact, AA1000, ...)
  • Audit reports and assurance statements for supervisory boards
  • Audit and verification of non-financial indicators (CO2 balances, energy consumption, water consumption, occupational safety, ...)
  • Readiness check: analysis of reporting against legal requirements
Dr. Thijs Willaert

Dr. Thijs Willaert is Global Director Sustainability Services. In this role, he is responsible for the entire ESG service portfolio of DQS. His areas of interest include sustainable procurement, human rights due diligence and ESG audits.


Relevant articles and events

You may also be interested in this
paper people doing teamwork in their business

The Corporate Sustainability Due Diligence Directive (CS3D) is coming – Overview and Timeline

Top view of Deep water port with cargo ship and containers. It is an import and export cargo port wh

Integrating Logistics & Transportation Service Providers into your Human Rights Due Diligence: Legal Requirements & Approach

Prüfung Nachhaltigkeitsbericht Landis+Gyr

External audit of Landis+Gyr sustainability report: A successful premiere