Decree-Law 89/2017 was published on 28 July and enacts Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014 into Portuguese law. The Directive governs the disclosure of non-financial and diversity information by certain large companies and groups.
DISCLOSURE OF NON-FINANCIAL INFORMATION
This new law requires certain companies to include a non-financial statement in their annual management report. This statement must contain sufficient information to understand the progress, performance, position and impact of its activities. It must also address environmental, social and employees matters, gender equality, non-discrimination, respect for human rights, and anti-corruption and bribery matters, including:
A brief description of the business model; A description of the policies pursued by the company in relation to these matters, including due diligence processes applied; The outcome of those policies; The main risks associated with these policies, connected to the activities of the company, including, if relevant and proportionate, its business relationships, products or services capable of having a negative impact on those areas, and the way those risks are managed by the company; Key performance indicators relevant to its specific activity. As an alternative to including a non-financial statement in the management report, the decree-law also establishes the possibility for companies to prepare a separate report, corresponding to the same financial year, which includes the information required for the non-financial statement.
If the company chooses to prepare the separate report, this must be published together with the management report, or made available to the public on the company's website, no later than six months after the date of closing of the balance sheet, and it must be referred to in the management report.
Upon the legal certification of the accounts, the chartered accountant is now required to state that the annual management report includes the non-financial statement, or that it has been included in a separate report.
To the extent that the disclosure of certain information regarding imminent matters or matters under negotiation is capable of seriously prejudicing the commercial position of the company, that information may, exceptionally, be omitted from the non-financial statement, provided that the members of the management and supervisory bodies issue a duly justified opinion to...