The first companies in Europe will have to report in accordance with the European Sustainability Reporting Standards (ESRS) as early as the 2024 financial year. As the new, uniform European sustainability reporting standards, the ESRS will fundamentally change sustainability reporting. They set out in detail what information a company must disclose about its material impacts, risks and opportunities in relation to sustainability issues. The scope of companies that have to report in accordance with ESRS will be gradually expanded in a multi-stage schedule. In future, companies in Germany, throughout the EU and, under certain conditions, outside the EU will have to comply with the ESRS requirements.
The principle of dual materiality
Among other things, the ESRS will require companies to carry out a dual materiality analysisin order to identify the topics that are material to the company. The principle of dual materiality requires companies to consider sustainability from two different perspectives:
- Inside-out perspective (impact materiality): The positive and negative impacts of a company’s activities on society and the environment
- Outside-in perspective (financial materiality): Opportunities and risks of sustainability issues for a company’s financial situation and the future viability of its business model
A sustainability issue fulfills the criterion of dual materiality if it is material from either one or both perspectives. Dual materiality ensures that the company’s ESG strategy meets the needs and expectations of all relevant stakeholders while also covering the company’s most important sustainability issues.
Stakeholder mapping and stakeholder engagement as essential parts of the materiality analysis
Stakeholder mapping and stakeholder engagement are essential parts of the materiality analysis. This involves identifying the relevant stakeholders and determining their expectations and needs. Within the framework of the ESRS, stakeholder engagement is also considered a quality criterion for materiality analysis. However, as the Global ESG Monitorshows, only a fraction of DAX companies have so far provided detailed information on their stakeholder engagement and dialog. This disclosure gap shows that there is still considerable potential for integrating stakeholder opinions into the sustainability strategy.
Shareholders are one of the most important stakeholder groups for listed companies. Not only do they hold shares in the company, but as company owners they are often also involved in shaping the corporate strategy. Their decisions and preferences have a significant influence on the direction a company takes. It is therefore essential that companies communicate transparently with their shareholders and take their concerns seriously. The foundation for transparent communication with shareholders is a comprehensive knowledge and in-depth understanding of the shareholder structure, not just of the largest and supposedly most important shareholders, but of the broader shareholder base. But how can companies obtain a well-founded overview of their shareholder structure?
“Know Your Shareholders” – Shareholder disclosure with Share ID
Listed companies have the option of requesting information from intermediaries about the identity of their shareholders. Intermediaries are custodians of shares on behalf of shareholders, usually the custodian banks. “Shareholder identification” (Share ID) has been around for some time, but since September 2020, companies in Germany have also had a legal right to receive the required information under the Act Implementing the Second Shareholders’ Rights Directive (ARUG II). After initial difficulties, the disclosure rate has improved considerably as a result and is generally over 90%, often over 95%. The high disclosure rates are also due to the fact that not only intermediaries from the EU area report back with a high level of reliability in accordance with the legal requirements, but also a large volume of data is reported from outside Europe.
Share ID requests can be carried out through a variety of platforms, such as Bundesanzeiger Verlag or WM Datenservice. After submitting the request, intermediaries have a statutory period of ten working days to report back the data. The information is then available and can be analyzed and further processed in compliance with data protection regulations. To evaluate the complex data series, it is highly recommended to seek support from an external provider. This provider can prepare the data in a structured manner and, for example, summarize the most important key figures on a company’s shareholder structure in a report. The most important key figures include the regional focus of the shareholder base, the ratio of institutional and private shareholders and changes in the shareholder structure between two different requests at different times. A sample report from cometis AG is available on request.
A wide range of options for using the Share ID results – Basis for stakeholder engagement
The information obtained can be used as the basis for a systematic stakeholder dialog as part of the materiality analysis. The data from the Share ID offers the opportunity to make direct contact with the shareholders and identify structures. A systematic and well-documented dialog with stakeholders is ultimately a crucial cornerstone for appropriate due diligence in ESG reporting. Share ID can also be used to develop strategic measures in the area of investor relations. For example, the disclosed shareholder structures can be used to plan a company’s roadshow activities more effectively. The data from the Share ID request also provides valuable insights in the run-up to annual general meetings or in connection with M&A measures.
The topic of Share ID will become even more relevant in the future. From 2025, there will be mandatory shareholder identification and transmission of investor data to the Federal Central Tax Office as part of the notification procedure for capital gains tax on dividends and depository receipts (MiKaDiv) for domestic listed companies. The aim of MiKaDiv is to prevent tax evasion and the associated abuse and use of loopholes, which has led to considerable tax damage for the German state in connection with cum-ex transactions, for example. The Federal Central Tax Office is currently still dealing with legal and procedural issues, for example it is still unclear whether a request must be made even if no dividend has been distributed.
Conclusion: Carrying out a Share ID request is more than recommendable for listed companies
Irrespective of the introduction and specific design of MiKaDiv, companies can already benefit in many ways from a Share ID request. The comprehensive data on their own shareholders offers exciting opportunities in the area of investor relations. Above all, however, it also enables comprehensive and transparent communication with the important stakeholder group of shareholders. The exchange with shareholders can be used to drive forward the company’s own commitment to sustainability in line with the ESRS and to gain as many perspectives as possible on the material impacts of the company. It is therefore advisable for listed companies to carry out a Share ID request prior to a materiality analysis. After all, it is increasingly the shareholders who are demanding more sustainability from “their” companies because they consider it to be essential in order to ensure the long-term success of the company and thus the success of their investment. Both Share ID requests and materiality analysis are part of cometis AG’s wide range of services.
You can find exciting insights into the topic of materiality analysis in the recording of our webinar on “Dual materiality”: https://www.youtube.com/watch?v=wGygx1vQfMc&t=588s