ESG 공시에 관한 외국의 제도개선 동향과 시사점

Abstract

Recent international discussions on ESG disclosures have transcended the realm of necessity for implementation and appear to be focused on aspects beyond that, such as ➀ determining the appropriate channels for disclosure, ➁ defining the criteria for what should be disclosed, and ➂ ensuring the accuracy of disclosed content. In the case of the European Union, the ‘Corporate Sustainability Reporting Guidelines (CSRD)’, which modified the existing ‘Non-Financial Reporting Directive (NFRD)’, have been introduced, and the guidelines became effective in January 2023. The updated provisions are outlined as follows. Initially, the scope of entities subject to disclosure was broadened, encompassing not only prominent listed and financial firms within the EU but also extending to include unlisted conglomerates within the EU, listed small and medium-sized enterprises (SMEs), and non-EU companies having subsidiaries within the EU or being listed on EU markets. Furthermore, concerning the standards for disclosure, in contrast to the prior NFRD that mandated member nations to opt for one among the standards put forth by global organizations, the CSRD mandates adherence to the European Sustainability Reporting Standards. As for the principle of disclosure, the CSRD eliminated the ‘Comply or Explain’ principle that was previously outlined in the NFRD, instead emphasizing strict compliance with the stipulated requirements. Regarding the approach to disclosure, while the NFRD allowed the option of disclosure through either the business report or other types of report, the CSRD mandated inclusion of the disclosure within the existing business report. Moreover, concerning third-party validation, the NFRD allowed member nations to opt for voluntary third-party validation, whereas the CSRD mandated that member nations establish compulsory third-party validation. The U.S. Securities and Exchange Commission (SEC) has put forth a phased proposal to enforce obligatory disclosure of climate-related information, commencing with large listed corporations in 2022. Should this proposal become regulatory, existing penalties for inaccurate information disclosure would be applicable if companies provide misleading information. Additionally, this article presents a case involving Vale Company, illustrating the notable impact that non-financial ESG-related information can exert on the stock market. In the UK, ESG disclosure requirements revolve around the Company Law, and for listed companies, obligations pertaining to climate-related disclosures have been introduced through stock exchange-operated listing regulations. Contrastingly, in Japan, there is no formalized regulation, such as laws or ordinances, that specifies a single medium for disclosing non-financial ESG-related information. Instead, such information is disseminated through various channels, including legal disclosures and documents in accordance with securities exchange regulations. Several potential implications of the system enhancement initiatives pursued by significant foreign nations for South Korea include the following: First, a prevalent pattern observed in significant foreign nations involves integrating ESG-related information disclosure within the existing framework of statutory disclosure, previously used for financial information, rather than employing a distinct avenue for ESG disclosures. This approach of incorporating ESG disclosure mandates within statutory requirements brings the benefit of encompassing investor safeguard mechanisms, including penalties and restitution for misleading disclosures, going beyond mere convenience for investors. Furthermore, in these major broad countries, there is a notable inclination to enhance the role of third-party verification in order to ensure the precision of the information presented in disclosures. In the European Union, the CSRD has instituted mandatory third-party verification, while in the United States, the SEC has introduced limited but essential amendments for compulsory climate disclosure, requiring third-party verification for certain emissions-related disclosures. Third, in the case of key overseas countries, financial authorities are taking the lead in improving systems related to ESG disclosure. In the United States, the SEC and, in the European Union, the European Commission, the Directorate General for Financial Safety, Financial Services, and Capital Markets within the European Commission, take pivotal roles in shaping guidelines. Likewise, in the United Kingdom, the FCA leads the effort to revise best practices for ESG-related listing regulations. This could be attributed to the significant role that finance plays in shaping and disseminating ESG practices, and the provision of non-financial ESG-related information holds paramount importance for making investment choices in alignment with ESG criteria.