CSSF announces enforcement priorities for 2021 annual reports published by issuers subject to the Transparency Law

One part of the focus areas is determined on an EU level, thus, will be identical in each Member State. The other part consists of focus areas identified by the CSSF, thus, are specific to Luxembourg. The purpose of this note is to provide a summary overview of the focus areas.

The full text of the CSSF’s press release is available here.

1. European common enforcement priorities

EU-wide common enforcement priorities (the ECEPs) were set for the 2021 annual reports by the European Securities and Markets Authority (ESMA), together with the European national accounting enforcers, including the CSSF. On 29 October 2021, ESMA issued a public statement which presented these ECEPs, which included priorities related to IFRS financial statements, non-financial statements, and alternative performance measures.

ECEPs related to IFRS financial statements focus on the following topics:

• Impacts of COVID-19 pandemic;
• Climate-related matters in the financial statements; and
• Expected credit losses as disclosed by credit institutions.

ECEPs related to non-financial statements focus on the following topics:

• Impacts of COVID-19 pandemic;
• Climate-related matters; and
• Disclosures relating to Article 8¹ of the Taxonomy Regulation².

The full text of ESMA’s public statement is available on europa.eu.

2. Additional priorities identified by the CSSF

In addition to the ECEPs mentioned under item 1. above, the CSSF identified the following additional priorities:

a. Classification and measurement requirements under IFRS 9

In conjunction with the current post-implementation review of the classification and measurement requirements in IFRS 9, Financial instruments, close attention will be paid to disclosures of accounting policies for financial instruments, particularly to those requiring significant judgement. For example, issuers are expected to disclose how they have considered the frequency and significance of sales in determining the business model for managing their financial assets.

Moreover, the “Solely Payment of Principal and Interest” assessment for loans or bonds with interest rates linked to sustainability targets will be subject to enhanced review as well.

b. Interest rate benchmark reform

The introduction of the Benchmarks Regulation³ triggered an interest rate benchmark reform (BMR) on major financial benchmarks impacting a significant range of financial instruments and financial contracts, with hedge accounting seeing the greatest potential impact, given the extensive use of interest rate benchmarks in global financial markets. The disclosure of the impact of the BMR on issuers’ financial statements remains subject to continuous monitoring by the CSSF.

c. Presentation of primary financial statements

The IASB⁴ is currently working on proposals to set out new requirements for presentation and disclosure in financial statements. It has recently published the tentative decisions on “Primary financial statements”, focusing mainly on the statement of profit or loss, introducing new subtotals, and disaggregation principles.

Although discussions are still ongoing, issuers are invited to undertake a comprehensive review of their presentation of the statement of profit or loss and notably challenge the subtotals presented. Simultaneously, it is intended that a thematic review of the presentation of the statement of profit or loss considering the IASB proposals is carried out by the CSSF.

3. Entry into force of new requirements - European Single Electronic Format (ESEF) and Taxonomy Regulation

Last, but not least issuers are reminded that starting from:

• the financial year of 2021, annual financial statements (AFRs) shall be prepared in compliance with ESEF, i.e. issuers shall publish their AFRs in XHTML, a human readable standard which can be opened with any standard web browser. Where AFRs include IFRS consolidated financial statements, issuers shall mark-up those consolidated financial statements using XBRL tags, which make the labelled disclosures structured and machine-readable.
• 1 January 2022, disclosure obligations under Article 8 of the Taxonomy Regulation start to apply.

_{¹Article 8 of the Taxonomy Regulation requires undertakings that are subject to Directive 2014/95/EU to disclose information on how and to what extent their activities are associated with economic activities that qualify as environmentally sustainable under the Taxonomy Regulation.
²Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088.
³Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014.
⁴International Accounting Standards Board.}