(1)

Easy and structured access to data is important in order for decision makers, professional and retail investors, non-governmental organisations, civil society organisations, social and environmental organisations, as well as other stakeholders in the economy and society, to make sound, informed, and environmentally and socially responsible investment decisions that serve the efficient functioning of the market. The provision of reliable and systematised sources of information is likewise of particular relevance for researchers and practitioners in academia, who engage in empirical or theoretical research into financial markets. Ensuring easier access to public information, including to information provided on a voluntary basis, is also necessary in order to increase opportunities for the growth and visibility of and innovation by small and medium-sized enterprises (SMEs). Rolling out common Union data spaces in crucial sectors, including the financial sector, serves the purpose of providing easy access to reliable sources of information in those sectors.

(2)

In its communication of 24 September 2020 entitled ‘A Capital Markets Union for people and businesses – new action plan’ (the ‘CMU Action Plan’), the Commission proposed to improve public access to entities’ financial and non-financial information by building a European single access point (ESAP). The communication of the Commission of 24 September 2020 entitled ‘A digital finance strategy for the EU’ (the ‘Digital Finance Strategy’) set out in general terms how the Union could promote the digital transformation of finance in the coming years, in particular how to promote data-driven finance. Subsequently, in its communication of 6 July 2021 entitled ‘Strategy for Financing the Transition to a Sustainable Economy’, the Commission placed sustainable finance at the heart of the financial system as a key means of achieving the green transition of the Union economy, as part of the European Green Deal set out in the Commission’s communication of 11 December 2019.

(3)

For the green transition of the Union economy to succeed through sustainable finance, it is essential that information related to the sustainability of businesses be easily accessible to investors so that they are better informed when making decisions about investments. For those purposes, public access to the financial and non-financial information of entities such as companies, businesses and financial institutions needs to be improved. An efficient means of doing so at Union level is to establish a centralised platform, ESAP, giving electronic public access to all relevant information.

(4)

ESAP should provide the public with easy, centralised access to information about entities and their products that is made public and is of relevance to financial services, capital markets, sustainability and diversity, but should exclude marketing information. Such access is needed in order to meet the rising demand for investable and diversified financial products that fall under the environmental, social and governance umbrella and to channel capital towards those products. ESAP is intended to be a forward-looking platform that should allow for the inclusion of public information of relevance to financial services, capital markets, sustainability and diversity stemming from future Union legislative acts, such as a Directive of the European Parliament and of the Council on corporate sustainability due diligence and amending Directive (EU) 2019/1937.

(5)

Investors, market participants, advisors, academia and the public at large may have an interest in obtaining information of relevance to financial services, capital markets, sustainability and diversity, other than that required to be made public under Union law, where an entity makes that information publicly accessible. SMEs in particular may want to make more of their information publicly accessible in order to become more visible to potential investors, thereby increasing and diversifying funding opportunities. Market participants may also want to provide more information than that required by Union law. Therefore, ESAP should provide access to information of relevance to financial services, capital markets, sustainability and diversity that is made public on a voluntary basis by any entity governed by the law of a Member State, where such entity chooses to make that information accessible on ESAP. Such information could be submitted on a voluntary basis once the operational soundness and efficiency of ESAP has been ensured, which would in any event be after the submission of the Commission report to the European Parliament and to the Council on the implementation, functioning and effectiveness of ESAP. Information submitted on a voluntary basis should be clearly identified as such.

(6)

Information submitted on a voluntary basis should aim to be uniform in format and comparable in substance, value, utility and reliability to that submitted on a mandatory basis. To ensure the increased comparability and usability of the information made accessible on ESAP on a voluntary basis, the European Supervisory Authority (European Banking Authority) (EBA) established by Regulation (EU) No 1093/2010 of the European Parliament and of the Council (3), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) (EIOPA) established by Regulation (EU) No 1094/2010 of the European Parliament and of the Council (4), and the European Supervisory Authority (European Securities and Markets Authority) (ESMA) established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council (5) (known collectively as ‘European Supervisory Authorities’ or ‘ESAs’) should, through the Joint Committee, develop draft implementing technical standards specifying the metadata to accompany that information and, where applicable, the formats or templates to be used for drawing up such information. The Joint Committee should also take into account any existing standards in the corresponding sectoral Union legislative acts and in particular any standards specifically designed for SMEs.

(7)

ESAP should not create any new disclosure requirements in terms of content, but should instead build upon existing requirements laid down in the Union legislative acts listed in the Annex to this Regulation. It is important to avoid double reporting, in order to prevent the imposition of any additional administrative and financial burden on entities, especially SMEs.

(8)

Historical information should also be able to be included on ESAP in order to increase the availability and comparability of information. Historical information should cover information that was made public no earlier than five years before it was required to be submitted to ESAP. To ensure consistent and complete sets of historical information, the ability to make historical information accessible on ESAP should remain the prerogative of the collection bodies that are Union bodies, offices or agencies.

(9)

ESAP should be established with an ambitious timeframe, while taking intermediate steps to ensure its operational soundness and efficiency. In particular, sufficient time should be allocated for the technical implementation of ESAP and for the collection of information to be put in place in Member States. The development of ESAP should have an initial phase of 12 months, to grant sufficient time to Member States and ESMA to establish the IT infrastructure and test it on the basis of the collection of a limited number of information flows. Subsequently, the development of ESAP should gradually incorporate, over time, an additional number of information flows and functionalities at a pace that allows for ESAP’s sound and efficient development. The functioning of ESAP should be assessed on a regular basis over the course of its implementation and operation to allow for any adjustments to meet the needs of its users and to ensure its technical efficiency.

(10)

The information to be made publicly accessible on ESAP should be collected by collection bodies designated for the purpose of collecting the information that entities are required to make public, or by collection bodies designated for the collection of information that is submitted by entities on a voluntary basis. In order to ensure the full and cost-efficient functioning of ESAP, the collection bodies should make the information available to ESAP in an automated manner through a single application programming interface (API). The collection bodies should draw, to the extent possible, upon existing information collection procedures and infrastructure, at Union and national level, for the transmission of information to ESAP without undue delay. There should be no obligation to make the information accessible on ESAP before that information is made public pursuant to the applicable sectoral Union legislative acts. For the purpose of making information accessible on ESAP, the collection bodies should store the information submitted by the entities or generated by the collection bodies themselves, unless appropriate alternative storage mechanisms are already provided for under Union law. The collection bodies should not be required to build new storage mechanisms where existing Union or national mechanisms can be relied on for the storage of information. Member States should designate at least one collection body for the collection of information submitted by entities on a voluntary basis, which could be the same as the bodies collecting information submitted by entities on a mandatory basis.

(11)

For the purpose of achieving cost-efficient functioning, the collection bodies should be able to delegate their tasks to a third party. Such delegation should be subject to appropriate safeguards and should not be exercised to such an extent that the collection body becomes merely a ‘letter-box entity’. It should not be possible to delegate the task of taking a discretionary decision to reject or remove information that is manifestly inappropriate, abusive or outside the scope of this Regulation. However, that does not prevent a delegatee from carrying out such rejection or removal in accordance with such a discretionary decision made by the collection body.

(12)

In order for the information made publicly accessible on ESAP to be digitally usable, entities should make that information available in a data extractable format or, where required by Union law, in a machine-readable format. Data extractable formats do not necessarily require information to be structured in such a way that makes it machine readable, whereas machine-readable formats are file formats structured so that software applications can easily identify, recognise and extract specific data, including individual statements of fact, and the internal structure of that data. Both formats should be open to allow for the widest possible use. Open formats should be understood to be platform-independent and made available to the public without any restriction that impedes the re-use of the information contained therein. Draft implementing technical standards should be drawn up by the ESAs, through the Joint Committee, for submission to the Commission, specifying the characteristics of machine-readable and data extractable formats and accounting for any evolving technology trends or standards. To ensure that entities submit the information in the correct format and to address any potential technical issues encountered by entities, the collection bodies should perform automated validations in accordance with this Regulation and provide assistance to the entities submitting information, where needed.

(13)

Entities submitting information and metadata to the collection bodies should remain responsible for the accuracy and completeness of the information in the language in which it is submitted and for the reliability of that information and metadata. Pursuant to the principles of data minimisation and data protection, entities should ensure that no personal data are included in the information being submitted, except where those data constitute a necessary element of the information about entities’ economic activities, including where the name of the entity corresponds to the name of the owner. Where the information submitted contains personal data, entities should ensure that for the disclosure of that personal data they can rely on one of the lawful grounds of processing laid down in Regulation (EU) 2016/679 of the European Parliament and of the Council (6).

(14)

The objective of ESMA is to protect the public interest by contributing to the stability and effectiveness of the financial system, for the Union economy, its citizens and businesses. In that context, ESMA contributes in particular to ensuring the integrity, transparency, efficiency and orderly functioning of financial markets. It has, amongst others, the task of improving investor protection. Accordingly, ESMA should be given the task of establishing and operating ESAP.

(15)

In order to enable entities and the public to identify the collection bodies providing information to ESAP, ESMA should publish on its website a list of the collection bodies and keep that list up to date. If it is necessary to make changes to the list, those changes should be made within the shortest timeframe possible.

(16)

ESAP could be subject to confidentiality breaches, integrity risks and risks related to its own availability and the availability of the information processed therein. Those risks include accidents, errors, deliberate attacks and natural events, and need to be recognised as operational risks. ESMA and the collection bodies should implement appropriate and proportionate policies, including regular reviews, to ensure that ESAP protects the information processed and functions to the highest appropriate standard.

(17)

To facilitate the searching, finding, retrieving and use of data, ESMA should ensure that ESAP offers a set of functionalities, including a search function, a machine translation service and the possibility of extracting information, as well as electronic accessibility features designed for visually impaired persons and persons with disabilities and access needs. The search function should be offered in all official languages of the Union and build at least on the metadata provided pursuant to the Union legislative acts listed in the Annex to this Regulation. The user interface and search function in ESAP should be designed in a manner that is as user-friendly as possible, with a high degree of data comparability, and that caters for a broad range of potential users, such as professional and retail investors, academic institutions and civil society organisations.

(18)

The use and re-use of information that is publicly accessible on ESAP can improve the functioning of the internal market and promote the development of new services that combine and make use of such information. It is therefore necessary, where justified on the grounds of a public interest objective, to allow for the use and re-use of the information that is accessible on ESAP for purposes other than those for which the information was drawn up. Such use and re-use of information should, nonetheless, be subject to objective and non-discriminatory conditions. Moreover, conditions corresponding to those laid down in open standard licences within the meaning of Directive (EU) 2019/1024 of the European Parliament and of the Council (7), allowing for data and content to be freely accessible, used, modified and shared by anyone for any purpose, should apply where appropriate. Entities submitting their information to a collection body for it to be made accessible on ESAP should not limit the use and re-use of that information for regulatory and non-commercial purposes on the basis of a sui generis right, without prejudice to Union law on copyright and other related rights. Neither ESMA nor the collection bodies should bear any liability for the access, use or re-use of information accessible on ESAP, without prejudice to the principles of non-contractual liability laid down in Article 340 of the Treaty on the Functioning of the European Union (TFEU).

(19)

The information available to ESAP should be made accessible to the public in a timely manner. Therefore, the information provided by the collection bodies to ESAP should be made accessible on ESAP without undue delay and, in any event, within the shortest timeframe possible. In order to ensure the uniform quality of the information, the collection bodies should perform automated validations and reject information submitted where it does not comply with the necessary requirements. The automated validations should not relate to the content of the information. In addition to automated validations, the collection bodies should reject or remove information if they determine, for example after receiving information from a stakeholder, that it falls outside the scope of this Regulation, or that it includes content that is manifestly inappropriate or abusive. The collection bodies are not required to manually or automatically check whether information falls outside the scope of this Regulation or whether it is manifestly inappropriate or abusive. The entities should remain responsible for the content. Other duties that the collection bodies might have under other provisions of Union or national law remain unaffected by this Regulation.

(20)

ESAP should provide users with access to information free of charge and on a non-discriminatory basis and should make it possible for users to search, access and download information from ESAP. However, to protect ESMA from an excessive financial burden in relation to costs incurred as a result of serving the needs of any intensive users, ESMA should be allowed to generate revenue. Therefore, by way of derogation from the general principle that information should be accessible free of charge, ESMA should be allowed to impose fees for specific services, including for services with high maintenance or support costs due to searches for and downloads of very large volumes of information or due to a high frequency of access to information made accessible on ESAP, in particular if the use of such information is for commercial purposes. Any fees imposed should, however, not exceed the costs incurred by ESMA for providing those specific services. Any fees collected should be allocated to the overall functioning of ESAP. Some users, including academia and civil society organisations, should not be subject to any fees. The calculation of fees should be transparent and based on clear principles.

(21)

To promote data-driven innovation in finance, help integrate capital markets in the Union, channel investments into sustainable activities and bring about efficiencies for consumers and businesses, ESAP should improve access to public information that could contain personal data. ESAP should, however, only improve access to those personal data that are contained in information made public pursuant to a legal obligation or, where the information is made public voluntarily, to those personal data that are processed on lawful grounds pursuant to Regulation (EU) 2016/679. For any processing of personal data in the context of making information accessible on ESAP, ESMA, in its capacity as data controller of ESAP, and the collection bodies should ensure compliance with Regulation (EU) 2016/679 and Regulation (EU) 2018/1725 of the European Parliament and of the Council (8). Submitting entities should be responsible for identifying the presence of any personal data in the information submitted and for the processing of such personal data on the basis of one of the lawful grounds for processing pursuant to Regulation (EU) 2016/679. Information accompanied by metadata specifying that it contains personal data should not be retained by the collection bodies or ESAP for any longer than is necessary and in any event for no longer than five years, unless otherwise provided in the Union legislative acts listed in the Annex to this Regulation.

(22)

The European Data Protection Supervisor was consulted in accordance with Article 42(1) of Regulation (EU) 2018/1725 and delivered formal comments on 19 January 2022.

(23)

The European Central Bank provided its opinion on 7 June 2022 (9).

(24)

In order to build and maintain public trust in ESAP and to protect each entity from undue alteration of its information, the collection bodies should ensure data integrity and the credibility of the source of the information submitted by entities. More particularly, the collection bodies should ensure appropriate levels of authenticity, availability, integrity and non-repudiation of the information submitted by entities to be made available to and accessible on ESAP. Non-repudiation of information means that the entity should be provided with a reasonable assurance that its submission was delivered and that the recipient has proof of the entity’s identity. A qualified electronic seal as defined in Regulation (EU) No 910/2014 of the European Parliament and of the Council (10) could be used to meet those objectives. A specific legal entity identifier, where available, should be a mandatory attribute of the information submitted.

(25)

In order for the information on ESAP to be comparable over time, users should have access also to past information, including historical information. Unless otherwise provided in the Union legislative acts listed in the Annex to this Regulation, ESAP should provide access to information for a reasonable period of time. For that purpose, ESMA should ensure that personal data are neither retained nor made accessible on ESAP for any longer than required by Union law and, in any event, for no longer than five years, unless otherwise provided in the Union legislative acts within the scope of this Regulation.

(26)

The collection bodies should inform ESMA of any substantial practical difficulties identified in relation to the performance of their tasks. ESMA, in close cooperation with EBA and EIOPA, should monitor the functioning of ESAP and publish an annual report thereon, with the aim of ensuring that potential problems are made transparent and that appropriate action can be taken where necessary. The drawing up of the annual report on the functioning of ESAP by ESMA, in close cooperation with EBA and EIOPA, will also help to ensure that competent authorities are involved and that other stakeholders are consulted through the ad hoc task force, group or committee, as appropriate, to be established by ESMA.

(27)

Given the relevance of the Commission report to the European Parliament and to the Council on the implementation, functioning and effectiveness of ESAP for the possible adoption of a delegated act to postpone the inclusion on ESAP of information for which submission to the collection bodies is not yet required pursuant to this Regulation in application of Directive (EU) 2023/2864 of the European Parliament and of the Council (11) and Regulation (EU) 2023/2869 of the European Parliament and of the Council (12), it is important that the Commission make use of the annual reports on the functioning of ESAP drawn up by ESMA and carry out appropriate consultations of the collection bodies and the relevant expert groups, notably the Expert Group of the European Securities Committee. The European Parliament and the Council should, where they consider it appropriate, be given ample opportunity to discuss the Commission’s report.

(28)

In order, where necessary, to postpone the inclusion on ESAP of certain information that should be made accessible on ESAP, the power to adopt acts in accordance with Article 290 of TFEU should be delegated to the Commission in respect of the date from which that information should be submitted for accessibility on ESAP. It is of particular importance that the Commission carry out appropriate consultations during its preparatory work, including at expert level, and that those consultations be conducted in accordance with the principles laid down in the Interinstitutional Agreement of 13 April 2016 on Better Law-Making (13). In particular, to ensure equal participation in the preparation of delegated acts, the European Parliament and the Council receive all documents at the same time as Member States’ experts, and their experts systematically have access to meetings of Commission expert groups dealing with the preparation of delegated acts.

(29)

To ensure the smooth processing of the information received or drawn up by the collection bodies and made available to ESAP, it is necessary to lay down certain clear and detailed requirements specifying the format and the metadata of that information and which collection bodies should collect it. In order to ensure the quality of the information submitted to ESAP by the collection bodies, it is also necessary to define the characteristics of the automated validations to be carried out in respect of each item of information submitted by entities to the collection bodies, including the characteristics of the qualified electronic seal to be attached to that information, where required by the collection bodies. To ensure the use and re-use of data on ESAP, a list of the designated open standard licences needs to be established. To facilitate the searching, finding and retrieving of data in a timely manner, the characteristics of the API and the metadata to be implemented also need to be established. Additional requirements as regards an efficient search function should also be implemented, such as the specific legal entity identifier of the entity, the classification of the type of information submitted by the entity and the size of the entity by category. To that end, the ESAs should, through the Joint Committee, develop draft implementing technical standards. When drafting the implementing technical standards, the ESAs, through the Joint Committee, should consult with the collection bodies in advance and analyse, in particular, the potential associated costs and benefits. Additionally, ESMA should be able to develop draft implementing technical standards to determine the nature and extent of the specific services for which fees may be charged and the associated fee structure. Such draft implementing technical standards would allow for global and interoperable access to the information of entities. As regards the implementing technical standards concerning sustainability information, the ESAs, through the Joint Committee, should liaise with EFRAG on the development of those draft standards. The Commission should be empowered to adopt those implementing technical standards by means of implementing acts pursuant to Article 291 TFEU and in accordance with Article 15 of Regulation (EU) No 1093/2010, Article 15 of Regulation (EU) No 1094/2010 and Article 15 of Regulation (EU) No 1095/2010.

(30)

Since the objective of this Regulation, namely, to contribute to integrating the Union financial services and capital markets by providing easy centralised access to public information about entities and their products, cannot be sufficiently achieved by the Member States, but can rather, by reason of its scale and effects, be better achieved at Union level, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve that objective.

(31)

ESAP is the first action in the new CMU Action Plan and a concrete realisation of the Digital Finance Strategy. ESAP is thus a major project of common European interest in the field of digital finance. For that reason, as much funding as possible should be sought from the Digital Europe Programme established by Regulation (EU) 2021/694 of the European Parliament and of the Council (14), in particular during the early development stages of ESAP, in line with the amounts presented in the Commission Staff Working Document of 25 November 2021. Those funds are allocated to the Commission during the early development of ESAP, with a view to ensuring that ESMA is the ultimate owner of any resulting assets. After the contribution from the Digital Europe Programme has been exhausted, the funding of ESAP should follow the model provided for the funding of ESMA until 31 December 2027. The contributions of competent authorities under that funding model should not exceed a total of EUR 6 968 000. The funding allocation by Member States is, however, not contingent upon a possible overrun of the cost estimates presented in the Commission Staff Working Document of 25 November 2021. The funding of ESAP after December 2027 should be discussed in the appropriate budgetary procedure in the context of the next Multiannual Financial Framework when assessing whether a larger contribution from the Union budget would be appropriate,

(1)

‘entity’ means any natural or legal person:

(2)

‘collection body’ means a Union body, office or agency or national body, authority or register designated as such pursuant to any of the Union legislative acts under Article 1(1), point (a), or designated as such by a Member State in accordance with Article 3(2);

(3)

‘data extractable format’ means any open format as defined in Article 2, point (14), of Directive (EU) 2019/1024 that is widely used or required by law, that allows data extraction by a machine and that is human-readable;

(4)

‘machine-readable format’ means a machine-readable format as defined in Article 2, point (13), of Directive (EU) 2019/1024;

(5)

‘qualified electronic seal’ means a qualified electronic seal as defined in Article 3, point (27), of Regulation (EU) No 910/2014;

(6)

‘application programming interface’ or ‘API’ means a set of functions, procedures, definitions and protocols for machine-to-machine communication and the seamless exchange of data;

(7)

‘metadata’ means structured information that makes it easier to retrieve, use or manage an information resource, including by describing, explaining or locating the source of that information;

(8)

‘personal data’ means personal data as defined in Article 4, point (1), of Regulation (EU) 2016/679;

(9)

‘historical information’ means the information referred to in Article 1(1), point (a), that was made public no earlier than five years before the date of application of the requirement to submit that information to ESAP;

(10)

‘Joint Committee’ means the committee referred to in Article 54 of Regulation (EU) No 1093/2010, Article 54 of Regulation (EU) No 1094/2010 and Article 54 of Regulation (EU) No 1095/2010.