Odgovornost direktorjev za trajnostno upravljanje

slovenian

2026

volume 52, issue 6/7

Article 263 ZGD-1   business judgment rule   directors’ liability   materiality   prioritisation   red flags   sustainability governance

Narodna in univerzitetna knjižnica
(Obvezni izvod spletne publikacije)

European Union sustainability regulation has significantly reshaped companies’ information and governance processes. Directive (EU) 2022/2464 as regards corporate sustainability reporting (CSRD) integrated sustainability information into the formal corporate reporting framework, while Directive (EU) 2024/1760 on corporate sustainability due diligence (CSDDD) supplemented this framework with a risk-based process for identifying and addressing adverse human rights and environmental impacts. Directive (EU) 2026/470, adopted as part of the Omnibus I package, narrowed the scope of both regimes and simplified their requirements. This article proceeds from the premise that the reduction of specific regulatory obligations does not diminish the relevance of sustainability matters to directors’ liability. The increased emphasis on materiality, proportionality, prioritisation and reasonably available information heightens the importance of general rules of corporate governance and the professional standard of care laid down in Article 263 of the Slovenian Companies Act (ZGD-1). The focus of directors’ liability therefore shifts from ensuring particular sustainability outcomes towards the quality of the governance process: the organisation of information and control systems, decision-making on an appropriately informed basis, responses to warning signs, delegation, oversight, and the documentation of business judgments. In its concluding section, the article also proposes the essential organisational elements that should be incorporated into Slovenian legislation transposing the CSDDD.

11.11.2026