No surprise

The recently published government draft on the implementation of the Corporate Sustainability Reporting Directive (CSRD) essentially corresponds to the previous draft (Referentenentwurf) published in July 2025. The changes that directly affect the Supervisory Board and its Audit Committee are clarifications – as expected, there are no new standards in terms of content.

On September 3, 2025, the Federal Ministry of Justice and Consumer Protection (BMJV) published the government draft for the implementation of the CSRD with an accompanying information paper. In it, the BMJV states that it continues to strive for implementation in accordance with the so-called "1:1 principle." This means that no regulations exceeding the European legal requirements of the CSRD are to be created. This should contribute to implementation with as little bureaucracy as possible.

As previously planned, the new requirements will come into force in stages. In accordance with the so-called "stop-the-clock directive," they will come into force in three waves and later than originally stipulated in the CSRD. For companies in the first wave with fewer than 1,000 employees, the government draft (as already laid down in the previous draft) stipulates exemptions from the reporting obligation for the 2025 and 2026 financial years. The draft thus anticipates the relief measures planned by the European legislator. Further changes currently being discussed at EU level that would lead to a reduction in the number of companies subject to reporting requirements are not yet reflected in the government draft.

There have been no changes to the basic Supervisory Board duties relating to the sustainability report compared to the previous draft. The Supervisory Board is responsible for auditing the sustainability report, with the support of its Audit Committee or a "Sustainability Audit Committee." This committee is also responsible for dealing with sustainability-related control systems and the external auditor of the sustainability report.

However, the legislator has made some clarifications that were not yet included in the previous draft. For example, the German Stock Corporation Act (AktG) clarifies that the Audit Committee of a public-interest company only has to be assigned tasks in connection with sustainability reporting if the company is required to supplement its (group) management report with a sustainability report. There is now also an explicit provision stating that the Supervisory Board must issue an audit mandate for the (consolidated) sustainability report in addition to the audit mandate for the annual and consolidated financial statements.

The government draft and the accompanying information paper can be found here (German only).