1. in Article 1, paragraph 2 shall be replaced by the following:
"2. Apart from the cases mentioned in paragraph 1 the Member States may require any undertaking governed by their national law to draw up consolidated accounts and a consolidated annual report if:
(a) that undertaking (a parent undertaking) has the power to exercise, or actually exercises, dominant influence or control over another undertaking (the subsidiary undertaking); or
(b) that undertaking (a parent undertaking) and another undertaking (the subsidiary undertaking) are managed on a unified basis by the parent undertaking.";
2. in Article 3(1), the reference to "Articles 13, 14 and 15" shall be replaced by a reference to "Articles 13 and 15";
3. Article 6 shall be amended as follows:
(a) paragraph 4 shall be replaced by the following:
"4. This Article shall not apply where one of the undertakings to be consolidated is a company whose securities are admitted to trading on a regulated market of any Member State within the meaning of Article 1(13) of Council Directive 93/22/EEC of 10 May 1993 on investment services in the securities field(13).";
(b) paragraph 5 shall be deleted;
4. Article 7 shall be amended as follows:
(a) in paragraph 1(b), the second sentence shall be deleted;
(b) in paragraph 2(a), the reference to "Articles 13, 14 and 15" shall be replaced by a reference to "Articles 13 and 15";
(c) paragraph 3 shall be replaced by the following:
"3. This Article shall not apply to companies whose securities are admitted to trading on a regulated market of any Member State within the meaning of Article 1(13) of Directive 93/22/EEC.";
5. in Article 11(1)(a) the reference to "Articles 13, 14 and 15" shall be replaced by a reference to "Articles 13 and 15";
6. Article 14 shall be deleted;
7. in Article 16(1) the following subparagraph shall be added: "Member States may permit or require the inclusion of other statements in the consolidated accounts in addition to the documents referred to in the first subparagraph.";
8. in Article 17(1) the reference to "Articles 3 to 10" shall be replaced by a reference to "Articles 3 to 10a";
9. Article 34 shall be amended as follows:
(a) in point (2)(b) the terms "Articles 13 and 14 and, without prejudice to Article 14(3)," shall be replaced by a reference to "Article 13 and";
(b) in point (5) the words "and those excluded pursuant to Article 14" shall be deleted;
10. Article 36 shall be amended as follows:
(a) paragraph 1 shall be replaced by the following:
"1. The consolidated annual report shall include at least a fair review of the development and performance of the business and of the position of the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
The review shall be a balanced and comprehensive analysis of the development and performance of the business and of the position of the undertakings included in the consolidation taken as a whole, consistent with the size and complexity of the business. To the extent necessary for an understanding of such development, performance or position, the analysis shall include both financial and, where appropriate, non-financial key performance indicators relevant to the particular business, including information relating to environmental and employee matters.
In providing its analysis, the consolidated annual report shall, where appropriate, provide references to and additional explanations of amounts reported in the consolidated accounts.";
(b) The following paragraph shall be added:
"3. Where a consolidated annual report is required in addition to an annual report, the two reports may be presented as a single report. In preparing such a single report, it may be appropriate to give greater emphasis to those matters which are significant to the undertakings included in the consolidation taken as a whole.";
11. Article 37 shall be replaced by the following:
"Article 37
1. The consolidated accounts of companies shall be audited by one or more persons approved by the Member State whose laws govern the parent undertaking to carry out statutory audits on the basis of the Eighth Council Directive 84/253/EEC of 10 April 1984 on the approval of persons responsible for carrying out the statutory audits of accounting documents(14).
The person or persons responsible for auditing the consolidated accounts (hereinafter: the statutory auditors) shall also express an opinion concerning the consistency or otherwise of the consolidated annual report with the consolidated accounts for the same financial year.
2. The report of the statutory auditors shall include:
(a) an introduction which shall at least identify the consolidated accounts which are the subject of the statutory audit, together with the financial reporting framework that has been applied in their preparation;
(b) a description of the scope of the statutory audit which shall at least identify the auditing standards in accordance with which the statutory audit was conducted;
(c) an audit opinion which shall state clearly the opinion of the statutory auditors as to whether the consolidated accounts give a true and fair view in accordance with the relevant financial reporting framework and, where appropriate, whether the consolidated accounts comply with statutory requirements; the audit opinion shall be either unqualified, qualified, an adverse opinion or, if the statutory auditors are unable to express an audit opinion, a disclaimer of opinion;
(d) a reference to any matters to which the statutory auditors draw attention by way of emphasis without qualifying the audit opinion;
(e) an opinion concerning the consistency or otherwise of the consolidated annual report with the consolidated accounts for the same financial year.
3. The report shall be signed and dated by the statutory auditors.
4. Where the annual accounts of the parent undertaking are attached to the consolidated accounts, the report of the statutory auditors required by this Article may be combined with any report of the statutory auditors on the annual accounts of the parent undertaking required by Article 51 of Directive 78/660/EEC.";
12. in Article 38, the following paragraph shall be added:
"7. Paragraphs 2 and 3 shall not be applied in respect of companies whose securities are admitted to trading on a regulated market of any Member State within the meaning of Article 1(13) of Directive 93/22/EEC."