On January 28, 2025, the amendments to the "General Provisions Applicable to Issuers of Securities and Other Participants in the Securities Market" (the "Reform") were published in the Official Gazette of the Federation.
The Reform aims to require issuers (that are not financial entities, which main business is financial or local governments), in addition to the financial information they already provide to the National Banking and Securities Commission (CNBV), the Stock Exchanges, and the investor public, as required by the Securities Market Law (LMV) and other provisions, to create and disclose a report that contains its sustainability information. This report must follow the ISSB’s Sustainability IFRS Standards (IFRS S1 and IFRS S2) or, if the issuer is a foreign entity, the sustainability standards applicable in their country of origin.
The Reform arises from the need to contemplate within the regulatory framework applicable to securities issuers and other market participants the sustainability information that must be provided to the CNBV for the registration of securities, as well as the periodic information that must be disclosed, to promote investments that foster sustainable economic development, transparency, and long-term strategies in financial and economic activities.
The Reform introduces, among others:
(i) the concept of Sustainability Information [1] and the obligation to submit to CNBV, for the registration of securities and public offering, a report containing the issuer’s Sustainability Information.
(ii) the obligation for issuers to present Sustainability Information in the annual periodic information they must disclose.
(iii) the inclusion of Article 82 Bis, which establishes the obligation for issuers to prepare a sustainability report in accordance with the IFRS Sustainability Standards (IFRS S1 and S2) issued by the ISSB, as well as any future standards issued by the ISSB.
(iv) the obligation for issuers to include an assurance report on the sustainability report by an external auditor.
(v) for foreign issuers, the Reform establishes that they must prepare their sustainability report in accordance with the IFRS Sustainability Standards or with the sustainability reporting standards applicable in their country of origin. [2]
(vi) SOFOMES E.N.R. (not regulated) issuing securities other than debt instruments and issuers whose predominant activity (understood as more than 70% of total consolidated assets, liabilities, or revenues as of the previous fiscal year-end) is either (i) granting credit or (ii) engaging in financial leasing or factoring must comply with the sustainability reporting standards applicable to Regulated Financial Entities (SOFOMES, E.R.) as referred to in Article 87-D, Section V of the General Law of Credit Organizations and Auxiliary Activities.
[1] This term is defined in the Reform as: “information on the Issuer's risks and opportunities related to sustainability, which could reasonably be expected to affect its cash flows, access to financing or cost of capital in the short, medium or long term, and which should include information on the governance, strategy and management of such risks and opportunities, as well as the related metrics and objectives.”
[2] If the foreign issuer falls under the second scenario, it must (i) explicitly state that the Sustainability Information is not reported in accordance with the IFRS Sustainability Standards; or (ii) explain the interoperability or equivalence of such information with the IFRS Sustainability Disclosure Standards.
The obligation to file the sustainability report will be mandatory starting in 2026. However, the sustainability report that issuers submit in 2026, containing the annual Sustainability Information for 2025, may not include an external auditor's assurance report. The report submitted in 2027, covering the Sustainability Information for 2026, must have at least limited assurance. For subsequent years, such report will be required to have reasonable assurance.
Mexico joins over 20 countries that have made the disclosure of sustainability information mandatory, marking one of the most significant milestones in this field in the last 100 years. This disclosure initiates major changes in the agreements companies have with investors, stakeholders, human beings and the planet, aligning their operations with these standards. These provisions will emphasize issues such as human rights, gender equality, ethics and anti-corruption policies, natural resource consumption, climate change mitigation actions, among others.
Moreover, the adoption of this regulatory framework will provide boards of directors and equivalent governance bodies of the issuers with more tools to identify, evaluate, and oversee the policies and procedures to manage ESG and sustainability related risks and, with that, fulfill their fiduciary duties and enrich the business strategy of the issuer.
The ESG multidisciplinary team at Mijares, in collaboration with Social Value Institute (SVI), our strategic ally, has combined legal and technical capabilities for several years to offer specialized and comprehensive sustainability advisory services to our clients:
1. Integrating SVI’s capabilities in adopting, monitoring, and reporting ESG standards to conduct specialized diagnostic studies focused on analyzing issuers' maturity levels in adopting and implementing ESG standards.
2. Preparing a Double Materiality Study aimed at identifying the economic, environmental, and social impacts of issuers’ activities, as well as sustainability-related risks and opportunities affecting their financial performance. This analysis prioritizes material topics for stakeholders and the organization, ensuring alignment with IFRS Sustainability Standards (IFRS S1 and S2) and other applicable regulations. The results of the study are fundamental to strengthening governance structures, preparing the Sustainability Report, and transparently disclosing risks and opportunities in the assurance on the sustainability report issued by an external auditor in alignment with regulatory requirements.
3. Implementing the “ESG Experience / ESG Compliance” technological platform to manage, monitor, audit, and report ESG standards, efficiently collecting information and support from various business areas on the topics identified in the Materiality Study. This will be essential for (i) strengthening issuers' governance structures, (ii) preparing the Sustainability Report in compliance with the Reform (aligned with IFRS S1 and S2 of the ISSB), and (iii) identifying sustainability-related risks and opportunities to be disclosed in the assurance on the sustainability report issued by an external auditor.
4. Strengthening governance structures for issuers or potential issuers to implement ESG standards with a deep understanding from both legal and non-legal perspectives through compliance programs aligned to the ESG risks identified in the Materiality Study, including the operation of compliance management systems based on international standards.
5. Preparing the annual report in compliance with Article 104, Section III of the Securities Market Law and Article 33 of the Issuers Regulations. This report will include the Sustainability Report demonstrating progress in adopting ESG standards, sustainability-related risks and opportunities, and actions implemented to ensure transparency and regulatory compliance in issuers’ operations.
6. Crime Prevention Control: We develop strategies and evidence to validate the corporate obligation to prevent environmental crimes, discrimination and other serious human rights violations.
For any questions or comments, you can contact our expert team.
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