Our ESG timeline sets out recent and expected UK and EU legal and regulatory developments relating to ESG and wider sustainable business topics. The timeline can be filtered according to your business type or the relevant ESG theme.
We intend to update the timeline quarterly. The last full update was in July 2022.
Note on filters: The filters select the key obligations which are specifically relevant for that business category but additional obligations may apply to a particular business based on its size, structure or activities. For example, some of the obligations listed under Larger Businesses may be relevant to other business types, such as Listed Companies, depending on business size.
TCFD – climate-related disclosure requirements apply to commercial companies with a UK premium listing for accounting periods beginning on or after 01/01/2021: see our briefing on the consultation on mandatory climate reporting.
In scope: UK premium-listed companies
Theme: ESG
In scope: Stationary installations holding (or liable to hold): (i) a greenhouse gas emissions permit, including power generators; certain large industrial premises and manufacturers, including food processing plants; certain public sector facilities; and (ii) an excluded installation emissions permit (small emitters and hospitals)
Theme: Climate change, environment and resources
New immigration regime: free movement for nationals of the European Economic Area (EEA) and Switzerland ended and the new immigration regime took effect. Non-British/Irish nationals not covered by the UK/EU Withdrawal Agreement generally require visas for all but short-term visits to the UK, and no longer have an automatic right to work.
In scope: All business organisations with EEA and/or Swiss workers subject to immigration rules.
Theme: People
Start of the "30 day" window for making the first reports under the new DAC6 regime. The deadline for reports was delayed as a response to the Covid-19 pandemic. Under the regime, intermediaries or, in some cases, taxpayers themselves, are required to report cross-border arrangements which satisfy certain hallmarks.
[Note: Following Brexit, scope of reporting in UK restricted to disclosure of limited situations concerning the automatic exchange of information and beneficial ownership. DAC 6 expected to be replaced in Summer 2022 by a similar regime, based on the OECD's mandatory disclosure rules under BEPS Action 12 (see below)]
In scope: All business organisations
Theme: Tax
In scope: Business organisations importing any "conflict minerals" (tin, tantalum and tungsten and their ores, and gold, so-called "3TG" minerals)
Theme: Climate change, environment and resources
Closure of the European Commission consultation on a potential EU-wide initiative on sustainable corporate governance.
In scope: All business organisations
Theme: ESG
Non-statutory guidance for occupational pension scheme trustees on assessing, managing and reporting climate-related risks in line with the TCFD (Taskforce on Climate-Related Financial Disclosures) was published by the Pensions Climate Risk Industry Group.
In scope: Pension scheme trustees
Theme: ESG
Disclosure Regulation (EU) 2019/2088 – key applicable date for sustainability-related disclosures in the financial sector ("SFDR"): The majority of the disclosure obligations apply: sustainability-related disclosures on the website for in-scope entities and in relevant pre-contractual information for products in market (additional disclosure requirements for larger in scope participants required from 30 June 2021).
In scope: Banks, investment firms, asset managers, insurers
Theme: ESG
Streamlined Energy and Carbon Reporting ("SECR") – latest year-end date for in scope entities to include SECR reporting in annual reports.
In scope: All quoted companies
Qualifying conditions:
Theme: Climate change, environment and resources
New off-payroll working rules came into force following delays due to the Covid-19 pandemic.
In scope: All public sector entities; Large and medium-sized businesses which meet 2 or more of the qualifying conditions
Theme: Tax
Proposal for EU Corporate Sustainability Reporting Directive to expand sustainability reporting requirements and extend to all large companies and most listed companies.
In scope:
Theme: ESG
European Commission adopted its "zero pollution action plan" (part of the EU Green Deal) with a view to promoting the protection of air, soil and water.
In scope: All business organisations
Theme: Climate change, environment and resources
Statutory guidance published by the Government on governance and reporting of climate change risk for in-scope occupational pension scheme trustees from 1 October 2021
In scope: In scope pension scheme trustees
Themes: ESG
EU Settlement Scheme: deadline by which EEA and Swiss nationals covered by the withdrawal agreement between the UK and EU must have applied for UK residence status.
In scope: All business organisations with EEA and/or Swiss workers subject to immigration rules
Theme: People
TCFD – Since 1 October 2021, trustees of occupational pension schemes with £5billion+ in assets, authorised master trusts and collective money purchase schemes are required under Pension Schemes Act 2021 regulations to comply with enhanced climate-related governance requirements, with the first public disclosures to be made within seven months of the current scheme year end
In scope: Occupational pension schemes (£5bn+) and authorised master trust and collective money purchase pension schemes
Qualifying condition:
Theme: ESG
HM Treasury published Greening Finance: A Roadmap to Sustainable Investing, which sets out the Government's strategy to align the financial system with the UK's commitment to net zero. New Sustainability Disclosure Requirements (SDR) will contain a requirement for companies, financial institutions and occupational pension schemes to make additional sustainability disclosures, which will expand upon the existing TCFD climate-related disclosures framework. A new UK Green Taxonomy is also proposed.
In scope: Companies, some financial institutions, and occupational pension schemes
Theme: ESG
1 - 21 November 2021
UK hosted the 26th UN Climate Change Conference of the Parties (COP26) in Glasgow.
In scope: All business organisations
Theme: Climate change, environment and resources
UK Sustainability Regime: FCA published discussion paper (DP21/4) on Sustainability Disclosure Requirements and investment product labels.
In scope: UK asset managers and certain FCA-regulated asset owners
Theme: ESG
November 2021
A new environmental watchdog, the Office for Environmental Protection ("OEP") took over environmental governance matters from the European Commission and ECJ under the new Environment Act 2021.
The OEP's stated principal objectives are to contribute to environmental protection and hold the UK Government to account on environmental commitments.
In scope: All business organisations
Themes: Climate change, environment and resources
Guidance for trustees of in-scope occupational pension schemes on the governance and reporting of climate-related risks and opportunities published by the Pensions Regulator.
In scope: In-scope pension scheme trustees
Theme: ESG
Whistleblowing Directive: deadline for EU member states to bring into force legislation transposing new Whistleblowing Directive, which will require employers to have a whistleblowing policy, with large organisations required to comply first.
In scope: All businesses of a certain size operating in the EU
Qualifying condition: Number of employees greater than or equal to 250 initially
Theme: People
Closure of IFRS Foundation consultation on the need for global sustainability standards.
Note: In Nov 2021, the IFRS Foundation announced the formation of the International Sustainability Standards Board. Consolidation of the existing Climate Disclosure Standards Board into the ISSB took place in January 2022 followed by the Value Reporting Foundation on 1 August 2022.
In scope: All business organisations
Theme: ESG
Parker ethnic diversity target: Target date for companies to meet the Parker Review aim of there being at least one director of colour on each FTSE 100 board.
In scope: Listed companies – FTSE 100
Theme: People
Disclosure Regulation (EU) 2019/2088 – key applicable dates for sustainability-related disclosures in the financial sector ("SFDR"): "Level 1" periodic disclosure reporting requirements begin to apply (but detailed RTS requirements postponed to 01/01/2023).
In scope: Banks, investment firms, asset managers, insurers
Theme: ESG
EU Taxonomy Regulation – applicable date for the establishment of a framework to facilitate sustainable investment: EU Taxonomy Climate Delegated Act, the delegated act setting out technical screening criteria defining which activities contribute to climate change mitigation and adaptation to apply. Additional reporting requirements may also apply for Art 8 or 9 SFDR products in relation to those objectives.
In scope: Financial markets participants, issuers of financial products and large public interest entities
Theme: Climate change, environment and resources
EU Taxonomy Regulation – applicable date for the Delegated Regulation specifying content and presentation of information to be disclosed under Article 8 (non-financial statements) apply.
In scope: Certain large public interest entities meeting relevant size criteria
Qualifying conditions:
Theme: Climate change, environment and resources
UK TCFD (FCA ESG rules) – largest UK-authorised asset managers and asset owners to make climate-related financial disclosures consistent with TCFD Recommendations and Recommended Disclosures. Publication deadline for first public disclosures 30/06/2023.
In scope: Largest UK-authorised asset managers and asset owners
Qualifying condition: Balance sheet or assets: Asset managers with AuM >£50bn; Asset owners with in-scope assets of £25bn or more
Theme: ESG
TCFD – climate-related disclosure requirements apply to (i) issuers of standard listed shares other than equity shares and (ii) standard listed issuers of GDRs (in each case excluding investment entities and shell companies such as SPACs) for financial years beginning on or after 1 January 2022.
In scope: Standard listed companies
Theme: ESG
TCFD - Banks, building societies and insurance companies obliged to disclose (on a comply or explain basis) compliance with the recommendations of the Taskforce on Climate-related Financial Disclosures.
In scope: Banks, building societies and insurance companies
Theme: ESG
February 2022
EU update on list of non-cooperative jurisdictions for tax purposes published. EU member states have introduced "defensive measures" which have adverse consequences for jurisdictions on the list. The list is updated twice a year.
In scope: Entities in or affected by countries on the EU list of non-cooperative jurisdictions for tax purposes
Theme: Tax
Publication of draft Directive on corporate sustainability due diligence (see our briefing)
In scope:
Qualifying conditions:
Theme: ESG
BIES published non-binding guidance on the requirement for larger private and public companies to make TCFD disclosures (see below). See our briefing note for more detail.
In scope: Listed companies and larger AIM-listed or private companies and LLPs
Qualifying conditions:
Theme: ESG
March 2022
The Pensions Regulator added an appendix to its guidance for trustees of in-scope occupational pension schemes on the governance and reporting of climate-related risks and opportunities.
In scope: In-scope pension scheme trustees
Theme: ESG
1 April 2022 (applies to financial years beginning on or after this date)
New requirement in Listing Rules for issuers to (1) publish an annual "comply or explain statement" in relation to prescribed board diversity targets; and (2) include numerical data on the sex or gender identity and ethnic diversity of a company's board and senior management.
In scope: Premium and standard listed UK and overseas companies, including closed-ended investment funds.
Theme: People
1 April 2022 (applies to financial years beginning on or after this date)
New requirement in DTRs to disclose how the company’s diversity policy has applied to its remuneration, audit and nominations committees, having regard to diversity aspects such as ethnicity, sexual orientation, disability and socio-economic background.
In scope: UK listed issuers
Theme: People
TCFD – listed companies, larger private and public companies, and LLPs required to make disclosures aligned with TCFD (Taskforce on Climate-Related Financial Disclosures) recommendations. See our briefing note for more detail.
In scope: Larger non-premium listed companies, AIM-listed companies, larger private companies and LLPs
Qualifying conditions:
Theme: ESG
April 2022
Tax returns filed by large business organisations after this date are required to take into account a new requirement to notify HMRC where the business has adopted an uncertain tax treatment.
In scope: Businesses whose UK turnover and/or balance sheet exceeds certain financial thresholds. There are some exceptions, e.g. collective investment schemes
Qualifying conditions:
Theme: Tax
Expected Summer 2022
Regulations to come into force implementing in the UK the OECD's Model Mandatory Disclosure Rules for CRS Avoidance Arrangements and Opaque Offshore Structures (MDR).
These regulations will replace the UK's similar DAC 6 rules currently in force (see above). As at July 2022, final regulations yet to be published and no effective date has been announced.
In scope: All business organisations
Theme: Tax
EU AIFMD/EU UCITS – sustainability risks and sustainability factors to be taken into account as part of operating conditions.
In scope: EU AIFMs; EU UCITS
Theme: ESG
EU MiFID II – certain investment firms to integrate sustainability factors, risks and preferences into organisational requirements and operating conditions.
In scope: Investment firms (financial advisers and portfolio managers)
Theme: ESG
Deadline for comment on EFRAG exposure draft standards implementing the (draft) EU Corporate Sustainability Reporting Directive.
In scope:
Theme: ESG
Early September 2022
UK Sustainability Disclosure Requirements regime (SDR) – FCA consultation paper expected.
In scope: Asset managers; certain FCA-regulated asset owners
Theme: ESG
September 2022
Pensions Regulator expected to lay a Single Code of Practice before Parliament; expected to include new content on scheme governance, broadening existing internal controls requirements to require occupational pension schemes to "establish and operate an effective system of governance including internal controls", which must be "proportionate to the size, nature, scale and complexity of the activities of the occupational pension scheme".
In scope: Pension scheme trustees with 100 or more members in their scheme
Theme: ESG
Deadline for the UK Government to set new air quality targets under the Environment Act.
In scope: All business organisations
Theme: Climate change, environment and resources
Regulations are expected to require trustees of certain occupational pension schemes to calculate and disclose a portfolio alignment metric, setting out the extent to which scheme investments are aligned with the Paris Agreement.
In scope: Occupational pension schemes that are, or become, subject to the requirement to make TCFD-aligned disclosures under the Climate Change Governance and Reporting Regulations
Qualifying condition: Pension scheme assets >£1bn
Theme: ESG
TCFD - Trustees of occupational pension schemes with £1billion+ in assets required under Pension Schemes Act 2021 regulations to comply with enhanced climate governance requirements from October 2022, with the first TCFD-aligned public disclosures to be made within seven months of scheme year end.
In scope: Pension scheme trustees
Qualifying condition: >£1bn pension scheme assets
Theme: ESG
EU MiFID II – sustainability factors to be integrated into MiFID II product governance obligations.
In scope: Investment firms
Theme: ESG
ESG disclosure requirements under EU Investment Firms Regulation to apply
In scope: Larger investment firms
Theme: ESG
Disclosure Regulation (EU) 2019/2088 – key applicable dates for sustainability-related disclosures in the financial sector ("SFDR"): Additional reporting requirements may apply (adverse sustainability impacts disclosed at a financial 'product' level)
In scope: Banks, investment firms, asset managers, insurers
Theme: ESG
EU Taxonomy Regulation – key applicable dates for the establishment of a framework to facilitate sustainable investment: delegated acts on four remaining environmental objectives to apply. Additional reporting requirements may apply for Art 8 or 9 SFDR products in relation to those objectives.
Qualifying conditions for large public interest entities:
In scope: Financial markets participants, issuers of financial products and certain large public interest entities meeting relevant size criteria
Theme: Climate change, environment and resources
EU Taxonomy Regulation: Additional requirements under Delegated Regulation specifying content and presentation of information to be disclosed under Article 8 (non-financial statements) apply.
In scope: Large non-financial public interest entities
Theme: Climate change, environment and resources
EU Taxonomy Regulation – key applicable dates for the establishment of a framework to facilitate sustainable investment: application of the proposed Complementary Climate Delegated Act, amending the EU Taxonomy Climate Delegated Act and setting out the conditions under which nuclear and natural gas can be included.
In scope: Banks, investment firms, asset managers, insurers
Theme: ESG
Disclosure Regulation (EU) 2019/2088 –sustainability-related disclosures in the financial sector ("SFDR"): Regulatory Technical Standards supplementing the SFDR requirements to apply.
In scope: Banks, investment firms, asset managers, insurers
Theme: ESG
UK TCFD (FCA ESG rules) – UK-authorised asset managers and asset owners, life insurers and FCA-regulated pension providers with in-scope assets >£5bn to make climate-related financial disclosures consistent with TCFD Recommendations and Recommended Disclosures. Publication deadline for first public disclosures 30/06/2024
In scope: Additional UK-authorised asset managers and asset owners, life insurers and FCA-regulated personal pension providers
Qualifying condition: AuM >£5bn
Theme: ESG
For commercial properties there will be a prohibition on continuing to let properties with an EPC rating of "F" or "G". Whilst there is no express obligation to bring relevant properties up to a compliant standard under the MEES Regulations, local authorities will have enforcement powers, including the ability to impose penalties.
In scope: All business organisations
Theme: ESG
June 2023
Expected date of publication of reporting standards under the Corporate Sustainability Reporting Directive
In scope:
Theme: ESG
Proposed implementation of a draft EU directive designed to tackle misuse of entities resident in EU member states that do not have sufficient substance. In scope entities subject to adverse tax consequences and increased information reporting requirements
(Proposed to come into effect on 1 January 2024)
In scope: Entities that are tax resident in an EU member state.
For more detail please see our recent briefing on the shell entity directive which includes a flowchart to help businesses navigate the new rules and assess whether they are in scope
Theme: Tax
Whistleblowing Directive: national implementing legislation to apply to small/medium private sector entities operating in the EU
In scope: All business organisations of a certain size operating in the EU
Qualifying conditions:
Theme: People
2023
Target date for global implementation of the OECD's BEPS Pillar One rules. The rules will reallocate 25% of the profits in excess of 10% of revenue of a multinational enterprise (MNE) to market jurisdictions where the MNE has a substantial engagement in that market, regardless of whether it has a physical presence there.
In scope: Extremely large MNEs. There are to be exclusions for extractives and regulated financial services
Qualifying condition: Global turnover above €20bn (reducing to €10bn in no earlier than seven years) and profitability above 10%
Theme: Tax
2023 (but some rules to come into effect in 2024)
Target date for global implementation of most of the OECD's BEPS Pillar Two rules. The main plank of Pillar Two is the Global anti-Base Erosion rules (GloBE rules) which seek to establish a global minimum corporate tax rate of 15% for multinational enterprises (MNEs). The UK and EU are not expected to implement any aspects of Pillar Two before 31 December 2022.
In scope: Large MNEs. There are to be various exclusions, including for investment funds that are ultimate parent entities of an MNE group and pension funds (and any holding vehicles used by such funds).
Qualifying condition: revenue >€750m
Theme: Tax
EU Taxonomy Regulation – Additional requirements under Delegated Regulation specifying content and presentation of information to be disclosed under Article 8 to apply.
In scope: Large financial public interest entities
Theme: Climate change, environment and resources
1/1/2024 (TBC)
Expected application of EU Corporate Sustainability Reporting Directive to EU public interest entities ("PIEs"); sustainability reporting in 2025 for FY 2024
In scope: PIEs and any entities already covered by the Non-Financial Reporting Directive
Theme: ESG
June 2024
Expected date of publication of reporting standards for specific high-risk sectors under the Corporate Sustainability Reporting Directive
In scope:
Theme: ESG
Parker ethnic diversity target for FTSE 250: The target date for companies to meet the Parker Review aim of there being at least one director of colour on each FTSE 250 board.
In scope: Listed companies – FTSE 250
Theme: People
2024 (TBC)
Possible application of EU Corporate Sustainability Due Diligence Directive imposing ESG due diligence requirements on certain EU and non-EU companies
In scope:
Qualifying conditions:
Theme: ESG
Late 2024 or early 2025 TBC
Smaller occupational pension schemes may become subject to TCFD governance and disclosure requirements. This is subject to a review in late 2023 and a consultation in 2024.
In scope: Pension scheme trustees (subject to review)
Theme: ESG
1/1/2025 (TBC)
Expected application of EU Corporate Sustainability Reporting Directive to large EU companies; sustainability reporting in 2026 for FY 2025
In scope:
Qualifying conditions - two of three criteria:
Theme: ESG
1/1/2026 (TBC)
Expected application of EU Corporate Sustainability Reporting Directive to Listed SMEs; sustainability reporting in 2027 for FY 2026
In scope: Listed SMEs (except micro-enterprises)
Theme: ESG
1/1/2028 (TBC)
Expected application of EU Corporate Sustainability Reporting Directive to non-EU companies; sustainability reporting in 2029 for FY 2028
In scope: Non-EU companies with significant turnover in the EU
Qualifying condition: Turnover greater than or equal to EUR 150m in the EU
Theme: ESG
All rented non-domestic buildings must achieve EPC Band B, where cost-effective. This will involve introducing a performance-based rating scheme for large commercial and industrial buildings to provide investors and their tenants with more information on how to reduce energy consumption and lower both carbon emissions and energy bills.
In scope: All business organisations
Theme: ESG
TBC
UK Government to introduce a positive duty on employers to prevent workplace sexual harassment, including harassment of staff by third parties. No date has been set.
In scope: All businesses
Theme: People
TBC
UK Government to amend the Environment Act to introduce due diligence requirements for larger businesses to prevent forests and natural areas from being converted illegally into agricultural land.
In scope: Larger businesses (based on turnover test to be confirmed) – subject to de minimis threshold for volume of commodity used
Theme: Climate change, environment and resources
TCFD – climate-related disclosure requirements apply to commercial companies with a UK premium listing for accounting periods beginning on or after 01/01/2021: see our briefing on the consultation on mandatory climate reporting.
In scope: UK premium-listed companies
A UK Emissions Trading Scheme (UK ETS) replaced the UK’s participation in the EU ETS.
In scope: Stationary installations holding (or liable to hold): (i) a greenhouse gas emissions permit, including power generators; certain large industrial premises and manufacturers, including food processing plants; certain public sector facilities; and (ii) an excluded installation emissions permit (small emitters and hospitals)
New immigration regime: free movement for nationals of the European Economic Area (EEA) and Switzerland ended and the new immigration regime took effect. Non-British/Irish nationals not covered by the UK/EU Withdrawal Agreement generally require visas for all but short-term visits to the UK, and no longer have an automatic right to work.
In scope: All business organisations with EEA and/or Swiss workers subject to immigration rules.
Start of the "30 day" window for making the first reports under the new DAC6 regime. The deadline for reports was delayed as a response to the Covid-19 pandemic. Under the regime, intermediaries or, in some cases, taxpayers themselves, are required to report cross-border arrangements which satisfy certain hallmarks.
[Note: Following Brexit, scope of reporting in UK restricted to disclosure of limited situations concerning the automatic exchange of information and beneficial ownership. DAC 6 expected to be replaced in Summer 2022 by a similar regime, based on the OECD's mandatory disclosure rules under BEPS Action 12 (see below)]
In scope: All business organisations
EU Conflict Minerals Regulation (which applies to importers of certain minerals) comes into force.
In scope: Business organisations importing any "conflict minerals" (tin, tantalum and tungsten and their ores, and gold, so-called "3TG" minerals)
Closure of the European Commission consultation on a potential EU-wide initiative on sustainable corporate governance.
In scope: All business organisations
Non-statutory guidance for occupational pension scheme trustees on assessing, managing and reporting climate-related risks in line with the TCFD (Taskforce on Climate-Related Financial Disclosures) was published by the Pensions Climate Risk Industry Group.
In scope: Pension scheme trustees
Disclosure Regulation (EU) 2019/2088 – key applicable date for sustainability-related disclosures in the financial sector ("SFDR"): The majority of the disclosure obligations apply: sustainability-related disclosures on the website for in-scope entities and in relevant pre-contractual information for products in market (additional disclosure requirements for larger in scope participants required from 30 June 2021).
In scope: Banks, investment firms, asset managers, insurers
Streamlined Energy and Carbon Reporting ("SECR") – latest year-end date for in scope entities to include SECR reporting in annual reports.
In scope: All quoted companies
Qualifying conditions:
New off-payroll working rules came into force following delays due to the Covid-19 pandemic.
In scope: All public sector entities; Large and medium-sized businesses which meet 2 or more of the qualifying conditions
Proposal for EU Corporate Sustainability Reporting Directive to expand sustainability reporting requirements and extend to all large companies and most listed companies.
In scope:
European Commission adopted its "zero pollution action plan" (part of the EU Green Deal) with a view to promoting the protection of air, soil and water.
In scope: All business organisations
Statutory guidance published by the Government on governance and reporting of climate change risk for in-scope occupational pension scheme trustees from 1 October 2021
In scope: In scope pension scheme trustees
EU Settlement Scheme: deadline by which EEA and Swiss nationals covered by the withdrawal agreement between the UK and EU must have applied for UK residence status.
In scope: All business organisations with EEA and/or Swiss workers subject to immigration rules
TCFD – Since 1 October 2021, trustees of occupational pension schemes with £5billion+ in assets, authorised master trusts and collective money purchase schemes are required under Pension Schemes Act 2021 regulations to comply with enhanced climate-related governance requirements, with the first public disclosures to be made within seven months of the current scheme year end
In scope: Occupational pension schemes (£5bn+) and authorised master trust and collective money purchase pension schemes
Qualifying condition: Pension scheme assets greater than £5bn
HM Treasury published Greening Finance: A Roadmap to Sustainable Investing, which sets out the Government's strategy to align the financial system with the UK's commitment to net zero. New Sustainability Disclosure Requirements (SDR) will contain a requirement for companies, financial institutions and occupational pension schemes to make additional sustainability disclosures, which will expand upon the existing TCFD climate-related disclosures framework. A new UK Green Taxonomy is also proposed.
In scope: Companies, some financial institutions, and occupational pension schemes
UK hosted the 26th UN Climate Change Conference of the Parties (COP26) in Glasgow.
In scope: All business organisations
UK Sustainability Regime: FCA published discussion paper (DP21/4) on Sustainability Disclosure Requirements and investment product labels.
In scope: UK asset managers and certain FCA-regulated asset owners
November 2021
A new environmental watchdog, the Office for Environmental Protection ("OEP") took over environmental governance matters from the European Commission and ECJ under the new Environment Act 2021.
The OEP's stated principal objectives are to contribute to environmental protection and hold the UK Government to account on environmental commitments.
In scope: All business organisations
Guidance for trustees of in-scope occupational pension schemes on the governance and reporting of climate-related risks and opportunities published by the Pensions Regulator.
In scope: In-scope pension scheme trustees
Whistleblowing Directive: deadline for EU member states to bring into force legislation transposing new Whistleblowing Directive, which will require employers to have a whistleblowing policy, with large organisations required to comply first.
In scope: All businesses of a certain size operating in the EU
Qualifying condition: Number of employees greater than or equal to 250 initially
Closure of IFRS Foundation consultation on the need for global sustainability standards.
Note: In Nov 2021, the IFRS Foundation announced the formation of the International Sustainability Standards Board. Consolidation of the existing Climate Disclosure Standards Board into the ISSB took place in January 2022 followed by the Value Reporting Foundation on 1 August 2022.
In scope: All business organisations
Parker ethnic diversity target: Target date for companies to meet the Parker Review aim of there being at least one director of colour on each FTSE 100 board.
In scope: Listed companies – FTSE 100
Disclosure Regulation (EU) 2019/2088 – key applicable dates for sustainability-related disclosures in the financial sector ("SFDR"): "Level 1" periodic disclosure reporting requirements begin to apply (but detailed RTS requirements postponed to 01/01/2023).
In scope: Banks, investment firms, asset managers, insurers
EU Taxonomy Regulation – applicable date for the establishment of a framework to facilitate sustainable investment: EU Taxonomy Climate Delegated Act, the delegated act setting out technical screening criteria defining which activities contribute to climate change mitigation and adaptation to apply. Additional reporting requirements may also apply for Art 8 or 9 SFDR products.
In scope: Financial markets participants, issuers of financial products and large public interest entities
EU Taxonomy Regulation – applicable date for the Delegated Regulation specifying content and presentation of information to be disclosed under Article 8 (non-financial statements) apply.
In scope: Certain large public interest entities meeting relevant size criteria
Qualifying conditions:
UK TCFD (FCA ESG rules) – largest UK-authorised asset managers and asset owners to make climate-related financial disclosures consistent with TCFD Recommendations and Recommended Disclosures. Publication deadline for first public disclosures 30/06/2023.
In scope: Largest UK-authorised asset managers and asset owners
Qualifying condition: Balance sheet or assets: Asset managers with AuM >£50bn; Asset owners with in-scope assets of £25bn or more
TCFD – climate-related disclosure requirements apply to (i) issuers of standard listed shares other than equity shares and (ii) standard listed issuers of GDRs (in each case excluding investment entities and shell companies such as SPACs) for financial years beginning on or after 1 January 2022.
In scope: Standard listed companies
TCFD - Banks, building societies and insurance companies obliged to disclose (on a comply or explain basis) compliance with the recommendations of the Taskforce on Climate-related Financial Disclosures.
In scope: Banks, building societies and insurance companies
February 2022
EU update on list of non-cooperative jurisdictions for tax purposes published. EU member states have introduced "defensive measures" which have adverse consequences for jurisdictions on the list. The list is updated twice a year.
In scope: Entities in or affected by countries on the EU list of non-cooperative jurisdictions for tax purposes.
Publication of draft Directive on corporate sustainability due diligence (see our briefing)
In scope:
Qualifying conditions:
BIES published non-binding guidance on the requirement for larger private and public companies to make TCFD disclosures (see below). See our briefing note for more detail.
In scope: Listed companies and larger AIM-listed or private companies and LLPs
Qualifying conditions:
March 2022
The Pensions Regulator added an appendix to its guidance for trustees of in-scope occupational pension schemes on the governance and reporting of climate-related risks and opportunities.
In scope: In-scope pension scheme trustees
1 April 2022 (applies to financial years beginning on or after this date)
New requirement in Listing Rules for issuers to (1) publish an annual "comply or explain statement" in relation to prescribed board diversity targets; and (2) include numerical data on the sex or gender identity and ethnic diversity of a company's board and senior management.
In scope: Premium and standard listed UK and overseas companies, including closed-ended investment funds.
1 April 2022 (applies to financial years beginning on or after this date)
New requirement in DTRs to disclose how the company’s diversity policy has applied to its remuneration, audit and nominations committees, having regard to diversity aspects such as ethnicity, sexual orientation, disability and socio-economic background.
In scope: UK listed issuers
TCFD – listed companies, larger private and public companies, and LLPs required to make disclosures aligned with TCFD (Taskforce on Climate-Related Financial Disclosures) recommendations. See our briefing note for more detail.
In scope: Larger non-premium listed companies, AIM-listed companies, larger private companies and LLPs
Qualifying conditions:
April 2022
Tax returns filed by large business organisations after this date are required to take into account a new requirement to notify HMRC where the business has adopted an uncertain tax treatment.
In scope: Businesses whose UK turnover and/or balance sheet exceeds certain financial thresholds. There are some exceptions, e.g. collective investment schemes
Qualifying conditions:
Expected Summer 2022
Regulations to come into force implementing in the UK the OECD's Model Mandatory Disclosure Rules for CRS Avoidance Arrangements and Opaque Offshore Structures (MDR).
These regulations will replace the UK's similar DAC 6 rules currently in force (see above). As at July 2022, final regulations yet to be published and no effective date has been announced.
In scope: All business organisations
EU AIFMD/EU UCITS – sustainability risks and sustainability factors to be taken into account as part of operating conditions.
In scope: EU AIFMs; EU UCITS
EU MiFID II – certain investment firms to integrate sustainability factors, risks and preferences into organisational requirements and operating conditions.
In scope: Investment firms (financial advisers and portfolio managers)
Deadline for comment on EFRAG exposure draft standards implementing the (draft) EU Corporate Sustainability Reporting Directive.
In scope:
Early September 2022
UK Sustainability Disclosure Requirements regime (SDR) – FCA consultation paper expected.
In scope: Asset managers; certain FCA-regulated asset owners
September 2022
Pensions Regulator expected to lay a Single Code of Practice before Parliament; expected to include new content on scheme governance, broadening existing internal controls requirements to require occupational pension schemes to "establish and operate an effective system of governance including internal controls", which must be "proportionate to the size, nature, scale and complexity of the activities of the occupational pension scheme".
In scope: Pension scheme trustees with 100 or more members in their scheme
Deadline for the UK Government to set new air quality targets under the Environment Act.
In scope: All business organisations
Regulations are expected to require trustees of certain occupational pension schemes to calculate and disclose a portfolio alignment metric, setting out the extent to which scheme investments are aligned with the Paris Agreement.
In scope: Occupational pension schemes that are, or become, subject to the requirement to make TCFD-aligned disclosures under the Climate Change Governance and Reporting Regulations
Qualifying condition: Pension scheme assets >£1bn
TCFD - Trustees of occupational pension schemes with £1billion+ in assets required under Pension Schemes Act 2021 regulations to comply with enhanced climate governance requirements from October 2022, with the first TCFD-aligned public disclosures to be made within seven months of scheme year end.
In scope: Pension scheme trustees
Qualifying condition: >£1bn pension scheme assets
EU MiFID II – sustainability factors to be integrated into MiFID II product governance obligations.
In scope: Investment firms
ESG disclosure requirements under EU Investment Firms Regulation to apply
In scope: Larger investment firms
Disclosure Regulation (EU) 2019/2088 – key applicable dates for sustainability-related disclosures in the financial sector ("SFDR"): Additional reporting requirements may apply (adverse sustainability impacts disclosed at a financial 'product' level)
In scope: Banks, investment firms, asset managers, insurers
EU Taxonomy Regulation – key applicable dates for the establishment of a framework to facilitate sustainable investment: delegated acts on four remaining environmental objectives to apply. Additional reporting requirements may apply for Art 8 or 9 SFDR products in relation to those objectives.
Qualifying conditions for large public interest entities:
In scope: Financial markets participants, issuers of financial products and certain large public interest entities meeting relevant size criteria
EU Taxonomy Regulation: Additional requirements under Delegated Regulation specifying content and presentation of information to be disclosed under Article 8 (non-financial statements) apply.
In scope: Large non-financial public interest entities
EU Taxonomy Regulation – key applicable dates for the establishment of a framework to facilitate sustainable investment: application of the proposed Complementary Climate Delegated Act, amending the EU Taxonomy Climate Delegated Act and setting out the conditions under which nuclear and natural gas can be included.
In scope: Banks, investment firms, asset managers, insurers
Disclosure Regulation (EU) 2019/2088 –sustainability-related disclosures in the financial sector ("SFDR"): Regulatory Technical Standards supplementing the SFDR requirements to apply.
In scope: Banks, investment firms, asset managers, insurers
UK TCFD (FCA ESG rules) – UK-authorised asset managers and asset owners, life insurers and FCA-regulated pension providers with in-scope assets >£5bn to make climate-related financial disclosures consistent with TCFD Recommendations and Recommended Disclosures. Publication deadline for first public disclosures 30/06/2024
In scope: Additional UK-authorised asset managers and asset owners, life insurers and FCA-regulated personal pension providers
Qualifying condition: AuM >£5bn
For commercial properties there will be a prohibition on continuing to let properties with an EPC rating of "F" or "G". Whilst there is no express obligation to bring relevant properties up to a compliant standard under the MEES Regulations, local authorities will have enforcement powers, including the ability to impose penalties.
In scope: All business organisations
June 2023
Expected date of publication of reporting standards under the Corporate Sustainability Reporting Directive
In scope:
Proposed implementation of a draft EU directive designed to tackle misuse of entities resident in EU member states that do not have sufficient substance. In scope entities subject to adverse tax consequences and increased information reporting requirements
(Proposed to come into effect on 1 January 2024)
In scope: Entities that are tax resident in an EU member state.
For more detail please see our recent briefing on the shell entity directive which includes a flowchart to help businesses navigate the new rules and assess whether they are in scope
EU Whistleblowing Directive: national implementing legislation to apply to small/medium private sector entities operating in the EU.
In scope: All business organisations of a certain size operating in the EU
2023
Target date for global implementation of the OECD's BEPS Pillar One rules. The rules will reallocate 25% of the profits in excess of 10% of revenue of a multinational enterprise (MNE) to market jurisdictions where the MNE has a substantial engagement in that market, regardless of whether it has a physical presence there.
In scope: Extremely large MNEs. There are to be exclusions for extractives and regulated financial services
Qualifying condition: Global turnover above €20bn (reducing to €10bn in no earlier than seven years) and profitability above 10%
2023 (but some rules to come into effect in 2024)
Target date for global implementation of most of the OECD's BEPS Pillar Two rules. The main plank of Pillar Two is the Global anti-Base Erosion rules (GloBE rules) which seek to establish a global minimum corporate tax rate of 15% for multinational enterprises (MNEs). The UK and EU are not expected to implement any aspects of Pillar Two before 31 December 2022.
In scope: Large MNEs. There are to be various exclusions, including for investment funds that are ultimate parent entities of an MNE group and pension funds (and any holding vehicles used by such funds).
Qualifying condition: revenue >€750m
EU Taxonomy Regulation – Additional requirements under Delegated Regulation specifying content and presentation of information to be disclosed under Article 8 to apply.
In scope: Large financial public interest entities
1/1/2024 (TBC)
Expected application of EU Corporate Sustainability Reporting Directive to EU public interest entities ("PIEs"); sustainability reporting in 2025 for FY 2024
In scope: PIEs and any entities already covered by the Non-Financial Reporting Directive
June 2024
Expected date of publication of reporting standards for specific high-risk sectors under the Corporate Sustainability Reporting Directive
In scope:
Parker ethnic diversity target for FTSE 250: The target date for companies to meet the Parker Review aim of there being at least one director of colour on each FTSE 250 board.
In scope: Listed companies – FTSE 250
2024 (TBC)
Possible application of EU Corporate Sustainability Due Diligence Directive imposing ESG due diligence requirements on certain EU and non-EU companies
In scope:
Qualifying conditions:
Theme: ESG
Late 2024 or early 2025 TBC
Smaller occupational pension schemes may become subject to TCFD governance and disclosure requirements. This is subject to a review in late 2023 and a consultation in 2024.
In scope: Pension scheme trustees (subject to review)
1/1/2025 (TBC)
Expected application of EU Corporate Sustainability Reporting Directive to large EU companies; sustainability reporting in 2026 for FY 2025
In scope:
Qualifying conditions - two of three criteria:
1/1/2026 (TBC)
Expected application of EU Corporate Sustainability Reporting Directive to Listed SMEs; sustainability reporting in 2027 for FY 2026
In scope: Listed SMEs (except micro-enterprises)
1/1/2028 (TBC)
Expected application of EU Corporate Sustainability Reporting Directive to non-EU companies; sustainability reporting in 2029 for FY 2028
In scope: Non-EU companies with significant turnover in the EU
Qualifying condition: Turnover greater than or equal to EUR 150m in the EU
All rented non-domestic buildings must achieve EPC Band B, where cost-effective. This will involve introducing a performance-based rating scheme for large commercial and industrial buildings to provide investors and their tenants with more information on how to reduce energy consumption and lower both carbon emissions and energy bills.
In scope: All business organisations
TBC
UK Government to introduce a positive duty on employers to prevent workplace sexual harassment, including harassment of staff by third parties. No date has been set.
In scope: All businesses
TBC
UK Government to amend the Environment Act to introduce due diligence requirements for larger businesses to prevent forests and natural areas from being converted illegally into agricultural land.
In scope: Larger businesses (based on turnover test to be confirmed) – subject to de minimis threshold for volume of commodity used
Theme: Climate change, environment and resources
This ESG timeline is for general information purposes only and does not constitute legal or any other type of professional advice. Travers Smith does not accept and, to the extent permitted by law, excludes, liability to any person for any loss which may arise from relying upon, or otherwise using the information contained in, the timeline.
Get in touch
For more information on People issues please contact Ed Mills.
For more information on Sustainable Finance issues, please contact Tim Lewis, Phil Bartram, Michael Raymond, Simon Witney, George Weavil or Jonathan Gilmour.
For more information on Environment and Climate issues, please contact Doug Bryden.
For more information on Tax issues, please contact Madeline Gowlett or Hannah Manning.
For more information on Pensions issues, please contact Andy Lewis.
For more information on Governance issues, please contact Neal Watson or Doug Bryden.
For more information on Real Estate issues, please contact Alex Millar.
