New rules on the annual accounts of Public Interest Entities

Large companies[1] and companies head of large groups, with the legal status of public interest entities[2] and that have on average more than 500 employees during the financial year, in what concerns financial years starting on or after the 1st of January 2017, a non-financial statement, included in the management report or in a separate report, drawn up by the respective management body, comprising the non-financial information suitable for the comprehension of the development, performance, position and impact of its activities, regarding, at least, the environmental, social and employee related, equality between woman and men, non-discrimination, respect for the human rights, fighting corruption and bribery attempt issues, including:

Brief description of the company's corporate model;

• Description of the policies followed by the company regarding these issues, including diligence processes carried out;
• The results of such policies;
• The main risks related with these issues, regarding the company's activities, including, when relevant and adequate, its business relations, its products and services that may impact negatively those areas and the way how those risks are managed by the company;
• Performance key-indicators relevant for its specific activity.

The chartered accountant of the companies falling under these rules shall attest if the annual management report includes the non-financial statement or if the same was included in a separate report, as well as the diversity policy inforce within the company, afterwards the non-financial statement must be submitted for approval by the relevant corporate body, along with the other accounting documents.

The non-submission of this non-financial information by the management body of the company is subject to administrative penalties.

The following companies are exempt from the rules above:

• A subsidiary company, if the consolidated management report includes this non-financial information regarding such company and its subsidiaries;
• A company which draws up a report separate from the management report, corresponding to the same financial year, which includes the information required for the non-financial information referred above and is drawn up in accordance with the law.

These rules were included in the Portuguese Companies Code by the Decree-Law no. 89/2017, of 28th July, transposing the Directive no. 2014/95/UE of the European Parliament and the Council, of 22nd October 2014, which amends the Directive 2013/34/EU, which also amended the Portuguese Securities Code.

[1] In accordance with Decree-Law no. 158/2009, of 13th July, large companies are those which, on the date of the balance sheet, surpass two of the following thresholds: (i) balance sheet total of EUR 20,000,000; (ii) net turnover of EUR 40,000,000; and (iii) average number of employees of 250.

[2] Under the terms of Law no. 148/2015, of 9th September, the following entities are public interest entities:

a) issuer of securities admitted to trading on a regulated market;

b) financial institutions;

c) investment companies;

d) collective investment undertakings of the corporate and contractual type, foreseen in the collective investment undertakings legal regime, approved by Law no. 16/2015, of 24th February;

e) venture capital companies, venture capital investment companies, venture capital funds, foreseen in the Venture Capital, Crowdfunding and Specialized Investment Legal Regime, approved by Law no. 18/2015, of 4th March;

f) specialized alternative investment companies and specialized alternative investment funds, foreseen in the Venture Capital, Crowdfunding and Specialized Investment Legal Regime, approved by Law no. 18/2015, of 4th March;

g) credits securitization companies and credits securitization funds;

h) insurance and reinsurance companies;

i) holding companies, when the its shareholdings held, directly or indirectly, attribute to them the majority of the voting rights in the financial institutions referred in b);

j) holding companies in the field of insurance and mixed-activity insurance holding companies;

k) pension funds;

l) public companies which, during two consecutive years, have a turnover higher than EUR 50,000,000, or a total net equity higher than EUR 300,000,000.

The public interest companies are always considered as large companies, irrespectively of its net turnover, total balance sheet or average number of employees.