A

‘affiliated undertakings’

any two or more undertakings within a group

‘associated undertaking’

an undertaking in which another undertaking has a participating interest
and over whose operating and financial policies the other undertaking exercises significant influence

an undertaking is presumed to exercise a significant influence over another undertaking where it has 20% more of the shareholder’s member’s voting rights in that other undertaking

C

‘consolidated financial statements’

the financial statements prepared by a parent undertaking of a group, in which the assets, liabilities, equity, income and expenses are presented as those of a single economic entity

F

‘financial holding undertakings’

undertakings the sole object of which is to acquire holdings in other undertakings
and to manage such holdings and turn them to profit,
without involving themselves directly or indirectly in the management of those undertakings, without prejudice to their rights as shareholders

‘fixed assets’

those assets which are intended for use on a continuing basis for the undertaking's activities

G

‘government’

any national, regional or local authority of a Member State or of a third country

It includes a department, agency or undertaking controlled by that authority as laid down in Article 22(1) to (6) of this Directive

‘group’

a parent undertaking
and all of its subsidiary undertakings

I

‘independent assurance services provider’

a conformity assessment body accredited for the specific conformity assessment activity referred to below:

Article 34(1)(aa) of this Directive:

The statutory auditor(s) or audit firm(s) shall also:

where applicable, express an opinion based on a limited assurance engagement as regards the compliance of the sustainability reporting with the requirements of this Directive, including the:

compliance of the sustainability reporting with the sustainability reporting standards adopted pursuant to Article 29b or Article 29c
the process carried out by the undertaking to identify the information reported pursuant to those sustainability reporting standards
and the compliance with the requirement to mark up sustainability reporting in accordance with Article 29d, and as regards the compliance with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852

‘investment undertakings’

undertakings the sole object of which is to invest their funds in various securities, real property and other assets, with the sole aim of spreading investment risks and giving their share holders the benefit of the results of the management of their assets

undertakings associated with investment undertakings with fixed capital, if the sole object of those associated undertakings is to acquire fully paid shares issued by those investment undertakings without prejudice to:

Article 22(1)(h) Directive 2012/30/EU:

fully paid-up shares issued by an investment company with fixed capital, as defined in the second subparagraph of Article 17(7), and acquired at the investor's request by that company or by an associate company. Point (a) of the third subparagraph of Article 17(7) shall apply. Those acquisitions may not have the effect of reducing the net assets below the amount of the subscribed capital plus any reserves the distribution of which is forbidden by law

K

‘key intangible resources’

resources without physical substance on which the business model of the undertaking fundamentally depends and which are a source of value creation for the undertaking

M

‘material’

the status of information where its omission or misstatement could reasonably be expected to influence decisions that users make on the basis of the financial statements of the undertaking
the materiality of individual items shall be assessed in the context of other similar items

N

‘net turnover’

the amounts derived from the sale of products and the provision of services after deducting sales rebates and value-added tax and other taxes directly linked to turnover
However, for insurance undertakings, ‘net turnover’ shall be defined in accordance with Article 35 and point 2 of Article 66 of Council Directive 91/674/EEC (1);
For credit institutions, ‘net turnover’ shall be defined in accordance with:

Article 43(2)(c) of Council Directive 86/635/EEC

The information referred to in the first two indents of Article 9 (2) of Directive 83/349/EEC, namely:

the amount of the fixed assets and

the net turnover

shall be replaced by:

the sum of items 1, 3, 4, 6 and 7 in Article 27 or B 1, B 2, B 3, B 4 and B 7 in Article 28 of this Directive

For undertakings falling under the following scope, ‘net turnover’ means the revenue as defined by or within the meaning of the financial reporting framework on the basis of which the financial statements of the undertaking are prepared.

Undertakings mentioned under Article 40a(1) of this Directive:

a subsidiary undertaking established in its territory whose ultimate parent undertaking is governed by the law of a third country
large subsidiary undertakings and to small and medium-sized subsidiary undertakings, except micro undertakings, which are public-interest entities as defined in point (a) of point (1) of Article 2
a branch located in its territory, and which is a branch of an undertaking governed by the law of a third country, which is either not part of a group or is ultimately held by an undertaking that is formed in accordance with the law of a third country
branch where the third-country undertaking does not have a subsidiary undertaking as referred to in the first subparagraph, and where the branch generated a net turnover of more than EUR 40 million in the preceding financial year
subsidiary undertakings or branches referred to in those subparagraphs where the third-country undertaking, at its group level, or, if not applicable, the individual level, generated a net turnover of more than EUR 150 million in the Union for each of the last two consecutive financial years
subsidiary undertakings or branches referred to in the first and third subparagraphs to send them information about the net turnover generated in their territory and in the Union by the third-country undertakings

P

‘payment’

an amount paid, whether in money or in kind, for activities of the following types:

production entitlements
taxes levied on the income, production or profits of companies, excluding taxes levied on consumption such as value-added taxes, personal income taxes or sales taxes
royalties
dividends
signature, discovery and production bonuses
licence fees, rental fees, entry fees and other considerations for licences and/or concessions
payments for infrastructure improvements

‘parent undertaking’

an undertaking which controls one or more subsidiary undertakings

‘participating interest’

rights in the capital of other undertakings, whether or not represented by certificates, which, by creating a durable link with those undertakings, are intended to contribute to the activities of the undertaking which holds those rights. The holding of part of the capital of another undertaking is presumed to constitute a participating interest where it exceeds a percentage threshold fixed by the Member States which is lower than or equal to 20%

‘production cost’

the purchase price of raw materials, consumables and other costs directly attributable to the item in question. Member States shall permit or require the inclusion of a reasonable proportion of fixed or variable overhead costs indirectly attributable to the item in question, to the extent that they relate to the period of production

distribution costs shall not be included

‘project’

the operational activities that are governed by a single contract, license, lease, concession or similar legal agreements and form the basis for payment liabilities with a government. Nonetheless, if multiple such agreements are substantially interconnected, this shall be considered a project

‘public-interest entities’

undertakings within the scope of Article 1 which are:

(a)

governed by the law of a Member State and whose transferable securities are admitted to trading on a regulated market of any Member State within the meaning of:

Regulated Market | Article 4(1)(14) Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments:

"Regulated market" means a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments - in the system and in accordance with its non-discretionary rules - in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III

(b)

credit institutions as defined below, with certain exceptions:

List of Exceptions

🇪🇺 the central banks of Member States,
🏛 post office giro institutions,
🇧🇪 the ‘Institut de Réescompte et de Garantie/Herdiscontering- en Waarborginstituut’,
🇩🇰 the ‘Dansk Eksportfinansieringsfond’, the ‘Danmarks Skibskreditfond’, the ‘Dansk Landbrugs Realkreditfond’, and the ‘KommuneKredit’,
🇩🇪 the ‘Kreditanstalt für Wiederaufbau’, undertakings which are recognised under the ‘Wohnungsgemeinnützigkeitsgesetz’ as bodies of State housing policy and are not mainly engaged in banking transactions, and undertakings recognised under that law as non-profit housing undertakings,
🇬🇷 the ‘Ταμείο Παρακαταθηκών και Δανείων’ (Tamio Parakatathikon kai Danion),
🇪🇸 the ‘Instituto de Crédito Oficial’,
🇫🇷 the ‘Caisse des dépôts et consignations’,
🇮🇪 credit unions and the friendly societies,
🇮🇹 the ‘Cassa depositi e prestiti’,
🇱🇻 the ‘krājaizdevu sabiedrības’, undertakings that are recognised under the ‘krājaizdevu sabiedrību likums’ as cooperative undertakings rendering financial services solely to their members,
🇱🇹 the ‘kredito unijos’ other than the ‘Centrinė kredito unija’,
🇭🇺 the ‘Magyar Fejlesztési Bank Rt.’ and the ‘Magyar Export-Import Bank Rt.’,
🇳🇱 the ‘Nederlandse Investeringsbank voor Ontwikkelingslanden NV’, the ‘NV Noordelijke Ontwikkelingsmaatschappij’, the ‘NV Industriebank Limburgs Instituut voor Ontwikkeling en Financiering’ and the ‘Overijsselse Ontwikkelingsmaatschappij NV’,
🇦🇹 undertakings recognised as housing associations in the public interest and the ‘Österreichische Kontrollbank AG’,
🇵🇱 the ‘Spółdzielcze Kasy Oszczędnościowo — Kreditowe’ and the ‘Bank Gospodarstwa Krajowego’,
🇵🇹 ‘Caixas Económicas’ existing on 1 January 1986 with the exception of those incorporated as limited companies and of the ‘Caixa Económica Montepio Geral’,
🇫🇮 the ‘Teollisen yhteistyön rahasto Oy/Fonden för industriellt samarbete AB’, and the ‘Finnvera Oyj/Finnvera Abp’,
🇸🇪 the ‘Svenska Skeppshypotekskassan’,
🇬🇧 the National Savings Bank, the Commonwealth Development Finance Company Ltd, the Agricultural Mortgage Corporation Ltd, the Scottish Agricultural Securities Corporation Ltd, the Crown Agents for overseas governments and administrations, credit unions and municipal banks.

Credit Institution | Article 4(1) Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions

an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account or
an electronic money institution within the meaning of Directive 2000/46/EC

(c)

insurance undertakings

Insurance Undertakings | Article 2(1) of Council Directive 91/674/EEC

undertakings within the meaning of Article 1 of Directive 73/239/EEC, excluding those mutual associations which are excluded from the scope of that Directive by virtue of Article 3 thereof but including those bodies referred to in Article 4 (a), (b), (c) and (e) thereof except where their activity does not consist wholly or mainly in carrying on insurance business
undertakings within the meaning of Article 1 of Directive 79/267/EEC, excluding those bodies and mutual associations referred to in Articles 2 (2) and (3) and 3 of that Directive or
undertakings carrying on reinsurance business

(d)

designated by the Member States as public-interest entities, for instance, undertakings that are of significant public relevance because of the nature of their business, their size or the number of their employees

‘purchase price’

the price payable and any incidental expenses minus any incidental reductions in the cost of acquisition

R

‘related party’

has the same meaning as in the international accounting standards

‘revenue’

the same meaning as:

net turnover, for undertakings governed by the law of a Member State that do not apply international accounting standards or
‘revenue’ as defined by or within the meaning of the financial reporting framework on the basis of which the financial statements are prepared, for other undertakings.

S

‘standalone undertaking’

an undertaking which is not part of a group

‘subsidiary undertaking’

an undertaking controlled by a parent undertaking, including any subsidiary undertaking of an ultimate parent undertaking

‘sustainability matters’

environmental, social and human rights, and governance factors, including sustainability factors defined below:

Article 2(24) Regulation 2019/2088 (SFDR):

‘sustainability factors’ mean environmental, social and employee matters, respect for human rights, anti‐corruption and anti‐bribery matters

‘sustainability reporting’

reporting information related to sustainability matters
in accordance with Articles 19a (Sustainability Reporting),
29a (Consolidated Sustainability Reporting),
and 29d (Single Electronic Reporting Format)

T

‘tax jurisdiction’

a State or non-State jurisdiction which has fiscal autonomy in respect of corporate income tax

U

‘ultimate parent undertaking’

an undertaking which draws up the consolidated financial statements of the largest body of undertakings

‘undertaking active in the extractive industry’

an undertaking with any activity involving the exploration, prospection, discovery, development, and extraction of minerals, oil, natural gas deposits or other materials, within the economic activities

listed in Section B, Divisions 05 to 08 of Annex I to Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification of economic activities NACE Revision

‘undertaking active in the logging of primary forests’

an undertaking with activities in primary forests

as referred to in Section A, Division 02, Group 02.2 of Annex I to Regulation (EC) No 1893/2006

V

‘value adjustment’

the adjustments intended to take account of changes in the values of individual assets established at the balance sheet date, whether the change is final or not