The Role of Existing Regulation and Discretion in Harmonising Non-Financial Disclosure

The 2014/95/EU Directive is the first regulatory attempt to harmonise large entities’ non-financial reporting. It sets minimum requirements whilst leaving discretion to Member States in transposing relevant aspects of disclosure. The transposition is the first moment in which the Directive directly impacts on companies and determines whether they will be complying with more similar rules. This study uses the fit/misfit theory to assess the achievement of formal harmonisation between the UK, France and Italy. An analysis of domestic regulations shows that discretion favoured convergence of rules but also the presence of old and new differences. All countries had to engage in some degree of change to be compliant. The UK and France had a high degree of legal fit and used discretion to limit adaptation costs by minimising the legal intervention and over-implementing the Directive respectively. Italy instead welcomed the legal misfit and greatly departed from its previous regulation.