The European Union, with the European Green Deal set an ambitious course toward a sustainable and climate-neutral economy by 2050. A crucial pillar in this plan is increasing transparency about companies' sustainability performance. The Corporate Sustainability Reporting Directive (CSRD), or Directive (EU) 2022/2464 Regarding corporate sustainability reporting, replaces and tightens previous rules around non-financial reporting.
For companies in Belgium, this entails a significant change. The new obligations are no longer a formality, but a core part of annual reporting with legal and financial consequences. As a specialized law firm in corporate law, we explain the new rules and their impact for your company.
From non-financial information to sustainability reporting
The term "non-financial information" was often considered misleading, as sustainability issues have increasing financial relevance. Therefore, the CSRD consistently refers to sustainability information.
The goal is twofold and based on the principle of the dual materiality:
- Impact materiality: Report on the impact of the company's activities on people and the environment (e.g. CO2 emissions, impact on biodiversity, working conditions). This perspective is crucial for stakeholders such as civil society and local communities.
- Financial materiality: Report on how sustainability issues affect the company's development, performance and position (e.g., risks from climate change, rising commodity prices, reputational damage). This perspective is essential for investors and financial institutions.
Thus, a company must provide information that is considered material from either, or both, perspectives.
The Belgian transposition: the law of December 2, 2024
The CSRD directive was transposed into Belgian law by the law of December 2, 2024 on disclosure of sustainability information. This law, which took effect on Dec. 30, 2024, primarily amends the Code of Companies and Associations (WVV)..
The main changes to the WVV are:
- New definitions: Concepts such as "net sales" , "sustainability issues" and "essential intangible resources" are given a legal definition.
- A new section in the annual report: A specific, clearly identifiable section in the (consolidated) management report is introduced for sustainability information. This replaces the former, less prominent non-financial statement.
- A monitoring obligation: Reported sustainability information must be subject to verification by an external, independent party.
Who should report when? A phased implementation
The new obligations are being introduced in stages. It is crucial for each company to identify which stage it falls into.
Recent change: deferral for certain companies
A recent European Directive (EU) 2025/794, published April 16, 2025, has delayed the timing for the second and third phases by two years. This gives companies more time to prepare for the complex requirements. Below are the current, updated calendar:
Phase 1: Fiscal years beginning Jan. 1, 2024 (reporting in 2025)
- Large listed companies, credit institutions and insurance companies (public interest entities) with more than 500 employees.
- Parent companies of large groups that are PIEs with more than 500 employees on a consolidated basis.
Phase 2: Fiscal years beginning Jan. 1, 2027 (reporting in 2028)
- POSTPONED (originally 2025).
- All other large corporations and large groups that meet at least two of the following three criteria:
- Balance sheet total: €25,000,000
- Net sales: €50,000,000
- Average number of employees: 250
Phase 3: Fiscal years beginning Jan. 1, 2028 (reporting in 2029)
- POSTPONED (originally 2026).
- Listed SMEs (excluding micro-enterprises).
- Small and non-complex credit institutions and captive (re)insurance companies.
- Note: These companies can use an opt-out under conditions until 2028 (reporting in 2029).
Phase 4: Fiscal years beginning Jan. 1, 2028 (reporting in 2029)
- Third-country companies with substantial activities in the EU (more than €150 million turnover in the EU) through a subsidiary or branch.
What should be reported?
The law prescribes in detail what information must be included. Reporting is done using the mandatory European Standards for Sustainability Reporting (ESRS).. The main components are:
- Business model and strategy: Including resilience in the face of sustainability risks and resulting opportunities.
- Climate Plans: Concrete plans and investments to make the business model compatible with climate goals (limiting warming to 1.5°C).
- Objectives: Time-bound sustainability targets (e.g. for greenhouse gas reduction) and progress made.
- Role of the board: The expertise and role of the governing and supervisory body on sustainability, including any incentive schemes.
- Due diligence: The policies and procedures to identify, prevent and mitigate the main negative impacts on people and the environment in its own operations and value chain.
- Risks and dependencies: The main risks and key dependencies of the company regarding sustainability issues.
The information should be both forward-looking and retrospective and include both qualitative and quantitative data. In addition, all information should be digitally "tagged" in a uniform electronic format (ESEF) to increase comparability and accessibility.
Responsibility, control and sanctions
Who is responsible?
The ultimate responsibility for the accurate and timely publication of sustainability information rests with the governing body of the company. For listed companies and public interest entities, the audit committee plays a crucial oversight role in this process.
Mandatory monitoring
One of the biggest innovations is the mandatory external audit of sustainability information. This audit engagement can be conducted by:
- The auditor who also audits the financial statements.
- Another separately appointed company auditor.
- A by BELAC accredited Independent Assurance Service Provider (IASP).
Initially, a "limited degree of certainty" (limited assurance) is required. The law provides that a Royal Decree can later tighten this to a "reasonable degree of certainty" (reasonable assurance), similar to the audit of financial statements.
Criminal sanctions
Failure to comply is not optional. The law provides for criminal penalties for members of the governing body, directors or agents. They risk:
- A fine of €50 to €10,000.
- For fraudulent intent, imprisonment from one month to one year, which may or may not be combined with the fine.
The commissioner or other auditor who knowingly or through lack of ordinary care attests false information also risks similar penalties.
What does this mean for your business?
The CSRD is more than a reporting exercise; it requires a fundamental integration of sustainability into your business strategy, risk management and internal processes. The impact is felt throughout the organization.
For companies in Flanders and across Belgium, now is the time to take action. Good preparation is essential to meet the complex requirements in a timely manner and reduce legal risks.
Do you have questions about the application of the CSRD to your company? Not sure if and when your company should report? Our team of specialized lawyers is ready to guide you through this complex legal landscape. We offer support on:
- Determining the applicability and timing of CSRD obligations.
- Interpreting legal requirements and ESRS standards.
- Establishing the necessary internal governance structures.
- Advising on how to interact with your auditor or assurance provider.
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