The members of the administrative, management and supervisory bodies are collectively responsible, within their national-law competences, for ensuring that the financial statements, management report, sustainability statement and corporate governance statement are drawn up and published in accordance with the directive.
The requirement, in our words
People serving on the administrative, management and supervisory bodies, within their national-law competences, are collectively responsible for ensuring that the annual and consolidated financial statements, management reports and separately provided corporate governance statements are drawn up and published in line with the Directive, the IAS Regulation where applicable, Delegated Regulation (EU) 2019/815, the ESRS adopted under Article 29b and the format requirements of Article 29d. The reference to the deleted SME standards is removed, and Member States may relieve the bodies of collective responsibility for the management report's compliance with the electronic format.
Why it matters
The provision puts the board on the hook for the report as a whole, not only the financial statements. It also carries a national option: a Member State may provide that the board is not collectively responsible for the electronic format of the management report. That option is narrow and does not remove responsibility for the content.
What changed
The old Article 33(1) covered the annual financial statements and the management report. The replacement names the sustainability reporting standards, the delegated regulation on the electronic format and Article 29d, and adds the express national option on the electronic format.
What to do
- Put the financial statements, management report, sustainability statement and governance statement on one board approval minute.
- Record the national-law competences of each body and who signs.
- If the Member State uses the electronic-format option, record that fact and keep responsibility for the content.
Evidence to have ready
| Category | Artefact |
|---|---|
| Governance sign-off | Board minute approving the financial statements, management report and sustainability statement for publication |
| Governance sign-off | Responsibility statement signed by members of the bodies |
| Governance sign-off | Note of the national rule on whether collective responsibility extends to the electronic format |
Common failures
- Sustainability statement approved by management only, never tabled at the board
- Board approval minute that covers the financial statements but not the management report
Dates
Applies to financial years starting on or after 1 January 2027. Transposition by 19 March 2027.
The question to test
Does the board minute cover the sustainability statement and the electronic format, or only the financial statements?
Cross-references
A2-6 Omission conditions · A2-13 Electronic format · A2-16 Limited assurance
Source
Article 2(11), replacing Article 33(1) of Directive 2013/34/EU; OJ L 2026/470, 26 February 2026; https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32026L0470. Our statement of the duty, read from the Official Journal text and the held control record, not the instrument verbatim.
Not legal advice; does not certify. A reading of the duty and the evidence commonly sampled, not a substitute for the Official Journal text, the national transposing measure or your auditor's judgement.