S.L. 386.31 Art. 14Reporting exemptions for subsidiary undertakings included in consolidated directors’ report.      Cap. 403.

(1) On condition that the requisites set out in sub-

regulation (3) are met, an undertaking which is a subsidiary undertaking shall be exempted from the obligations set out in regulations 6 to 9, hereinafter referred to as the "exempted subsidiary undertaking", if such undertaking and its subsidiary undertakings are included in the consolidated directors’ report of a parent undertaking, drawn up in accordance with requirements equivalent to those set out in article 177 of the Act and regulations 15 to 22.

(2) An undertaking which is a subsidiary undertaking of a parent undertaking that is established in a third country shall also be exempted from the obligations set out in regulations 6 to 9 where such undertaking and its subsidiary undertakings are included in the consolidated sustainability reporting of that parent undertaking that is established in a third country and where that consolidated sustainability reporting is carried out in accordance with the sustainability reporting standards or in a manner equivalent to those sustainability reporting standards, as determined in accordance with an implementing act on the equivalence of sustainability reporting standards adopted pursuant to the third sub-paragraph of Article 23(4) of the Transparency Directive.

(3) The exemption referred to in sub-regulations (1) and

(2) shall be subject to the following conditions:

(a) the directors’ report of the exempted subsidiary undertaking shall contain all of the following information:

(i) the name and registered office of the parent undertaking that reports information at group level in accordance with this regulation or in a manner equivalent to the sustainability reporting standards adopted pursuant to regulation 23, as determined in accordance with an implementing act on the equivalence of sustainability reporting standards adopted pursuant to the third sub- paragraph of Article 23(4) of the Transparency Directive;

(ii) the weblinks to the consolidated directors’ report of the parent undertaking or, where applicable, to the consolidated sustainability reporting of the parent undertaking, as referred to in sub-regulation (1), and to the assurance report referred to in article 179C(2) of the Act or to the assurance report referred to in paragraph (b);

(iii) the information that the undertaking is exempt from the obligations prescribed in regulations 6 to 9;

(b) if the parent undertaking is established in a third country, its consolidated sustainability reporting and the assurance report on the consolidated sustainability reporting, expressed by one (1) or more persons or firms authorised to prepare a report on the assurance of sustainability reporting under the law governing that parent undertaking, are published in accordance with article 183 of the Act, and in accordance with the applicable law regulating the exempted subsidiary undertaking;

(c) if the parent undertaking is established in a third country, the disclosures stipulated in Article 8 of Regulation

(EU) 2020/852, covering the activities carried out by the exempted subsidiary undertaking established in the Union and its subsidiary undertakings, are included in the directors’ report of the exempted subsidiary undertaking, or in the consolidated sustainability reporting carried out by the parent undertaking established in a third country.

(4) The consolidated directors’ report or, where applicable, the consolidated sustainability report of the parent undertaking shall be published in either the Maltese or English language.

(5) Any necessary translation into the Maltese or English language shall be provided and any translation that has not been certified shall include a statement to this effect.

(6) Undertakings which are exempted from preparing a directors’ report in accordance with Article 37 of the Accounting Directive shall not be obliged to provide the information referred to in sub-regulation (3)(a)(i) to (iii), provided that such undertakings publish the consolidated directors’ report prepared by the relevant parent undertaking in accordance with Article 37 of the Accounting Directive.

(7) For the purposes of sub-regulations (1) and (2), and where Article 10 of Regulation (EU) No. 575/2013 applies, credit institutions that are permanently affiliated to a central body which supervises them under the conditions stipulated in Article 10 of Regulation (EU) No. 575/2013 shall be treated as subsidiary undertakings of such central body.

(8) For the purposes of sub-regulations (1) and (2), insurance undertakings that are part of a group, on the basis of financial relationships as referred to in paragraph (b) of the definition "group"

in article 2(1) of the Insurance Business Act, and which are subject to group supervision in accordance with article 32A of the said Act, shall be treated as subsidiary undertakings of the parent undertaking of such group.

(9) The exemption stipulated in sub-regulations (1) to (8) shall also apply to public-interest entities subject to the satisfaction of the relevant requirements of this regulation, with the exception of large undertakings which are listed public-interest entities.