ESMA has released new Q&As clarifying several operational aspects of the EU ESG Ratings Regulation (ESGRR), the Market Abuse Regulation (MAR) delegated audit requirements, and an exemption from MiCA white paper obligations for certain crypto-asset offerings. These Q&As materially affect how ESG rating providers structure their methodologies and registrations, how firms plan and evidence MAR compliance audits, and when MiCA white papers are required, and therefore should immediately be integrated into internal compliance frameworks.
What Changed
- - ESMA clarifies what constitutes a “defined ranking system” under the EU ESG Ratings Regulation (ESGRR), including when rating scales, score bands or league tables will be regarded as a ranking...
- ESMA sets out transitional provisions for existing ESG rating providers active before ESGRR application, detailing conditions and timelines under which they may continue operating while completing...
- ESMA explains how ESG rating providers established after the ESGRR date of entry into force must comply, including the need to obtain authorisation/registration before commencing activity in the EU...
- ESMA defines what qualifies as “material changes to registration information” for ESG rating providers under ESGRR, indicating the types of changes (e.g.
- Under MAR and Commission Delegated Regulation (EU) 2016/957, ESMA clarifies expectations regarding the annually conducted audit of market soundings arrangements, including scope, independence of the...
Suggested Considerations
- Map all existing and planned ESG rating products against ESMA’s clarified concept of a “defined ranking system” and update methodologies, scales, and disclosures to ensure they meet ESGRR and Q&A expectations.
- For ESG rating providers operating before 02 July 2026, develop and execute a documented transitional compliance plan that aligns governance, methodologies, data controls and transparency with ESGRR, ensuring timely notification to ESMA within one month from 02 July 2026.
- For entities intending to launch ESG rating activities after ESGRR entry into force, prepare and submit complete authorisation or registration files to ESMA before commencing rating activity, incorporating the Q&A guidance on initial registration requirements.
- Establish or enhance a formal process to identify, assess and record “material changes to registration information” for ESG rating providers, and implement controls to ensure ESMA is notified within required timelines before or immediately after such changes, as specified in the Q&A.
- Review and update MAR compliance frameworks, with particular focus on market soundings procedures, to incorporate ESMA’s expectations on the scope, independence, and documentation of the annually conducted audit required under Commission Delegated Regulation (EU) 2016/957.
Key Dates
– ESG Ratings Regulation (ESGRR) enters into force, starting the formal legislative timeline and triggering preparatory obligations for future ESG rating providers
– ESGRR applies and the main substantive requirements become effective; from this date entities have one month to notify ESMA of their intention to apply for authorisation or registration as ESG rating providers
Compliance Impact
Non-compliance with ESGRR, MAR and MiCA as interpreted in ESMA’s Q&As may lead to authorisation refusals or withdrawals, administrative fines, product restrictions, and heightened supervisory scrutiny. Given the enforcement nature of ESG ratings supervision and MAR/MiCA regimes, firms face significant conduct, reputational and business model risks if they fail to align promptly with this guidance.