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Amendment to the Companies Act (ZGD-1M)
1. The marking at the business address
At the company’s business address, there must be a visible sign displaying the company name and its registered office. The adjustment must be made within one year of the enactment of this law.
2.Sustainability Report
Large and small or medium-sized companies whose securities are traded on an organized market will also have to include a sustainability report in their annual report, containing information on the company’s impact on sustainability matters. Partly, the sustainability report will replace the statement on the company’s non-financial performance.
The provisions regarding the sustainability report apply to financial years commencing on or after January 1, 2025 for large companies and controlling companies of groups,and for financial years commencing on or after January 1, 2026 for small and medium-sized companies whose securities are traded on organized markets. Small and medium-sized companies may decide not to prepare a sustainability report before January 1, 2028, provided that they briefly explain the reason in their annual report.
The sustainability report will need to include at least:
- a brief description of the company’s business model and strategy, including:
- resilience of the business model,
- opportunities for companies related to sustainability,
- plans, including implementation measures, financial, and investment plans, on how the company will ensure the compatibility of its business model and strategy with the transition to a sustainable economy, limiting global warming, and achieving climate neutrality goals.
- ways in which the business model and strategy consider the interests of the company’s stakeholders and their impacts on sustainability issues.
- the methods by which the company’s strategy regarding sustainability issues has been implemented;
- description of time-bound goals related to sustainability issues, including objectives for absolute reduction of greenhouse gas emissions by at least 2030 and 2050, progress description, and a statement whether the company’s goals are based on compelling scientific evidence;
- description of the role of management and supervisory bodies regarding sustainability issues and their expertise and skills; access to this knowledge and skills;
- description of the company’s policies
- information on the availability of incentive systems for members of the management and supervisory bodies;
- description:
- the procedure of due diligence carried out by the company regarding sustainability
- the main and actual or potential adverse impacts associated with the company’s activities and value chain, including products and processes, business relationships, and the supply chain, measures for detecting these impacts
- all measures the company has taken to prevent, mitigate, remedy, and eliminate impacts and outcomes.
- a description of the main risks for the company, including an explanation of the company’s dependencies and how the company manages these risks.
- indicators relevant to the disclosures of the preceding points.
- the process for determining the information included in the sustainability report.
Small or medium-sized companies whose securities are traded on an organized market may prepare a simplified sustainability report.
Companies will have to prepare a sustainability report in accordance with European sustainability reporting standards, which further specify the obligations.
The consolidated sustainability report
The controlling company of a large group will have to prepare a consolidated sustainability report.
Subsidiaries obliged to prepare a sustainability report will be exempt from preparing the report on the condition that their controlling company is headquartered in an EU member state and they are included in the consolidated annual report and the consolidated sustainability report of that controlling company. Stricter conditions will apply if the controlling company is headquartered in a third country.
Dependent companies exempted from preparing a sustainability report under the above conditions will be required to include in their annual report a translation and a web link to the translated consolidated annual report of the controlling company, the auditor’s report, and the opinion on the compliance of the sustainability report with sustainability reporting standards issued in accordance with the national law of the controlling company.
Submission of the sustainability report to AJPES
Companies will submit the sustainability report or consolidated sustainability report to AJPES along with the annual or consolidated annual report in the prescribed electronic format. In case companies are required to prepare a consolidated sustainability report but are not simultaneously obliged to prepare a consolidated annual report, they will still need to submit to AJPES the consolidated sustainability report in the prescribed electronic format along with the auditor’s report.
3. Tax Information Report Regarding Income
Companies required to prepare consolidated financial statements and whose consolidated revenue exceeds EUR 750,000,000 based on the data from the last two financial years on the balance sheet date will also need to prepare a Tax Information Report Regarding Income. Companies will be required to prepare the report no later than the commencement date of the first financial year beginning on or after June 22, 2024.
The obligation to prepare the report will also apply to a company that is not part of a group but exceeds the mentioned threshold. The company will not be required to prepare the report if it has its registered office or is established in a country outside the European Union. The company has a permanent business activity, including any branches, solely in the Republic of Slovenia.
The report will contain information about subsidiary companies, a description of their activities, as well as revenue, profit or loss, the amount of tax paid, undistributed profit, etc. Along with including the report on tax information related to income as part of the annual report, the company will also be required to publish the report on its publicly accessible website within 12 months after the end of the financial year. This report should remain accessible for at least 5 years. They must also publish information stating that the report is publicly available in the register accessible through the AJPES website.
4. Audit
The auditor will also be required to audit the sustainability report in accordance with the amendment to the Companies Act (ZGD-1M) for large, medium-sized, and double companies. Additionally, they will need to verify whether the company was obligated to publish the report on tax information related to income for the previous year and whether the report was publicly disclosed. All of these requirements apply to consolidated annual reports as well. The sustainability report can also be audited by a different auditor than the one conducting the review of the other parts of the annual report.
5. Promoting gender balance representation
Companies must strive to achieve gender-balanced representation among members of supervisory and management boards as well as executive directors. Companies whose securities are traded on an organized market, have more than 250 employees, and their net revenue from sales exceeds EUR 50,000,000 or the value of assets amounts to EUR 43,000,000 or more. Large companies with majority state capital investment, having more than 250 employees, will also be required to adopt specific measures to promote gender balance and ensure:
- At least 40% representation of the underrepresented gender among members of the supervisory board or
- At least 33% representation of the underrepresented gender among members of management and supervisory bodies as well as executive directors.
