With the entry into force of Law 11/2018 of December 29, 2018, a modification of the commercial code is established, a consolidated text of the law on capital companies and of law 22/2018 on the audit of accounts in matters of information non-financial and diversity. This new standard will apply to those entities of capital and consolidated groups that meet any of these three requirements:
1) Average number of workers during the year exceeding 500.
2) Entity of public interest.
3) That during two consecutive years they meet at the closing date of each one of them, at least, two of the three circumstances that are exposed below. Obviously, the first year in which they will have to draw up said report will be the second year of compliance:
a) Assets above 20 million euros.
b) Average number of workers over 250.
c) Net amount of the turnover exceeding 40 million euros.
As established by the Law itself, the information must be verified by an independent presenter of verification services. To provide this information with value, it is recommended that you be an auditor of accounts duly registered in the ROAC, as it is the case of professionals of law firms such as Aob Auditors who can verify it. This verification of non-financial information aims to detect errors and provide reliability. The content of the report of the auditors in Barcelona or in any other point of Spain, should contain the risks, policies, key indicators and results related to different areas.
Aspects that should appear in the non-financial information report
The non-financial information status should include aspects as relevant as:
Description of the business model of the entity or group of entities, clearly identifying the organization, structure and markets in which they operate or the business environment in which they carry out their activity.
Environmental issues related to the activity of the entity.
Respect for Human Rights.
Fight against fraud and corruption.
KPIs or key indicators must be able to be checked by the verifier of the non-financial information report and must comply with the guidelines of the European Commission and the Global Reporting Initiative (GRI) standards. The standards or frames of reference for publishing your non-financial information status can be found in GRI, in Integrated reporting frame work.
The verification of the non-financial report must be carried out in accordance with the standards and must determine at all times whether said information is reliable and whether it is prepared in accordance with the reporting criteria. We suggest giving a reading to the Corporate Guide made by the ICJCE on Corporate Responsibility Reports. The auditors in Barcelona are aware that the independent review report must be accompanied by the non-financial information status in which the requesting entity is located.
The non-financial information report must be prepared by the company by an independent consultant or by the legal counsel of the entity. The aforementioned report must be published on the website of the company or group of companies jointly with the verification report that, in turn, must be prepared by an independent professional expert in the verification of information.
ICAC resolution on who can be the verifier
In the recent resolution published by the ICAC, it was discussed whether the verifier of the state of non-financial information, in application of the provisions of Law 11/2018, of December 28, could be the auditor of the entity's accounts, as well as as of the conditions that it should meet. Likewise, it was confirmed that the verification can be carried out by the entity's own auditor or an auditor other than the auditor.
Regarding the question raised, the Institute understands that the conditions that must be met by those who carry out the verification of the status of non-financial information referred to in article 49.6 of the Commercial Code are not currently regulated.
Therefore, until the specific regulation of the different aspects of such verification is approved, it can be carried out by the auditor or other persons with adequate training or knowledge to perform such function, without impediment from the scope of the regulatory regulations.