An undertaking may omit four categories of information, each on stated conditions: exceptional commercial prejudice, trade secrets in intellectual capital or innovation, classified information, and other information protected by law or by privacy or security.
The requirement, in our words
An undertaking may leave out of its sustainability reporting: in exceptional cases, information whose disclosure would seriously prejudice its commercial position, provided the omission still allows a fair and balanced understanding of its development, performance, position, principal risks and impacts and it has concluded that no aggregated or other form of disclosure would meet the objective without that harm; information on intellectual capital, know-how, technology or innovation results that qualifies as a trade secret under Directive (EU) 2016/943; classified information under Regulation (EU) 2023/2418; and other information protected by Union or national law or to protect the privacy or safety of a person. In every case the undertaking must disclose that it used the exemption and reassess at each reporting date whether the omission is still justified. This replaces the earlier Member State option on impending developments.
Why it matters
The provision replaces a broad materiality-based omission with a set of conditioned routes. The commercial-prejudice route is the hardest to use: it requires that the omission still allows a fair and balanced understanding, that aggregated disclosure has been considered, that the fact of the omission is disclosed, and that the position is reassessed at each reporting date. The other three routes require the fact of the omission and a reassessment, not the commercial-prejudice analysis.
What changed
The old fourth subparagraph allowed omission where disclosure would be seriously prejudicial, without the four-part structure. The replacement separates the grounds and adds the disclosure and reassessment conditions to each.
What to do
- Open an omission register with a row for each withheld item, the ground, the analysis and the reassessment date.
- For a commercial-prejudice omission, document why aggregated or alternative disclosure would not meet the objective.
- Disclose the fact that the exemption was used and have the board approve each omission.
Evidence to have ready
| Category | Artefact |
|---|---|
| Disclosure governance | Omission register listing each item withheld, the ground relied on and the reassessment date |
| Disclosure governance | Board or disclosure committee minute approving each commercial-prejudice omission with the analysis of alternative aggregated disclosure |
| Disclosure governance | Statement in the sustainability report that an exemption was used |
Common failures
- Omission made but not disclosed as such in the report
- Prior-year omissions rolled forward without the required reassessment
Dates
Applies to financial years starting on or after 1 January 2027. The reassessment is at each reporting date.
The question to test
Can you show the alternative disclosure you considered, or only the conclusion that disclosure would harm the company?
Cross-references
A2-4 Value chain cap · A2-9 Group value chain cap · A2-15 Collective responsibility
Source
Article 2(4)(b)(iii), replacing the fourth subparagraph of Article 19a(3) 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.