SPK Sustainability Communique Update: New Requirements for Listed Companies

From "Comply or Explain" to Mandatory

Turkey's sustainability reporting landscape is rapidly evolving, and one of the most concrete indicators of this evolution is the updates to the Capital Markets Board's (SPK) sustainability communique. Communique II-15.1 — the Sustainability Principles Compliance Framework — initially adopted a largely "comply or explain" approach when first published. Companies that were not implementing sustainability principles only needed to explain why.

That era is ending. The updated communique makes many previously voluntary disclosure items mandatory and significantly raises the bar for reporting expectations (SPK, 2024). For sustainability teams at listed companies, this change creates a broad preparation need spanning from data collection infrastructure to governance structure.

Key Elements of the Communique Update

Newly Mandatory Disclosure Items

The most significant dimension of the updated communique is the requirement for quantitative data reporting. Items that were previously in a "disclose if available" format are now mandatory:

Quantitative GHG emissions reporting. Reporting Scope 1 (direct) and Scope 2 (indirect energy) emissions in tonnes of CO2 equivalent has become mandatory. For many listed companies, this means a first-ever requirement to prepare a systematic GHG inventory. While Scope 3 (value chain) emissions remain under "comply or explain" for now, TSRS's Scope 3 requirements mean these emissions are expected to become mandatory in practice in the near future.

Sustainability governance structure disclosure. How sustainability issues are addressed at the board level, whether responsible committee or executive appointments have been made, and senior management accountability mechanisms for sustainability performance are now mandatory disclosure items. This requirement aligns directly with the TCFD and ISSB governance pillar.

Climate risk and opportunity assessment. Companies are expected to disclose physical risks from climate change (extreme weather events, water scarcity, temperature increases) and transition risks (policy changes, technology transformation, market preferences). This assessment is not a simple risk list — it must cover the potential effects of these risks on the business model, strategy, and financial planning.

Sustainability targets and progress reporting. Setting quantitative targets such as emission reduction targets, energy efficiency targets, and water consumption reduction targets, and reporting progress toward them annually, is mandatory. This means companies must now disclose not only their current state but also their forward-looking commitments.

SPK and KGK/TSRS Relationship: Two Regulators, One Reporting Process

One of the most confusing aspects of Turkey's sustainability reporting ecosystem is that two different regulators impose similar but not identical requirements. Understanding the relationship between these two regulations is key to an efficient compliance strategy:

The critical point: companies at the intersection of both regulations (listed on Borsa Istanbul and included in KGK's TSRS scope) must meet both requirements. However, managing this obligation as two separate reporting processes is inefficient — the climate data requirements of both regulations largely overlap (KGK, 2023).

The Integrated Approach: How It Works

A practical integration strategy:

1. Data collection layer: A single GHG inventory (ISO 14064-1 compliant) meets the emissions data requirements of both regulations. The same inventory serves as the foundation for both the SPK communique and TSRS's IFRS S2 requirements.

2. Governance disclosures: SPK's sustainability governance requirements align with TSRS's IFRS S1 governance pillar. A single governance disclosure can satisfy both.

3. Risk assessment: Climate risk and opportunity assessment is a common requirement of both the SPK communique and TSRS. An assessment conducted under the TCFD framework feeds both regulations.

4. Additional ESG topics: The SPK communique expects disclosures on social and governance topics beyond TSRS (such as diversity, human rights, anti-corruption). Since these items fall outside TSRS scope, they must be addressed specifically for the SPK communique.

Compliance Timeline and Phased Transition

Updated requirements are taking effect gradually:

The preparation window for BIST 100 companies is quite narrow. While most of these companies already conduct some level of sustainability reporting, the quantitative emissions data requirement creates a new capacity need for many.

Practical Implications for Companies

Strengthening Data Collection Infrastructure

Quantitative emissions reporting requires a reliable and auditable GHG inventory. This inventory should cover:

• Facility-level fuel consumption data (Scope 1)
• Electricity and heat procurement data (Scope 2)
• Documentation of emission factors with source and update date
• Clear specification of organizational boundary definition (control approach or equity share)

An ISO 14064-1:2018 compliant inventory is the reliable data source that forms the foundation of both SPK and TSRS requirements.

Board-Level Oversight Structure

The communique requires sustainability issues to be addressed at the board level. Three common models in practice:

1. Dedicated sustainability committee: An independent committee within the board — the strongest oversight model
2. Task assignment to existing committee: Adding sustainability to the audit committee or risk committee mandate — the most common transition model
3. Full board agenda item: The full board addressing sustainability issues as a regular agenda item

Regardless of which model is chosen, board-level accountability for sustainability performance must be clearly defined and publicly disclosed.

Independent Assurance Readiness

While assurance requirements under TSRS have not yet been finalized, it is likely that SPK will evaluate mandatory independent assurance of sustainability reports for listed companies in the near future. The global trend in CSRD (limited assurance, transitioning to reasonable assurance in subsequent years) is shaping regulatory expectations in Turkey as well.

Three core components of assurance readiness:

• Audit trail: Traceability of every reported data point to its source
• Internal controls: Error prevention mechanisms in data collection and reporting processes
• Documentation: Written records of calculation methodologies, emission factor selections, and assumptions

Even though assurance is not yet mandatory, building this infrastructure now delivers two benefits: it improves reporting quality, and you will be ready when assurance becomes mandatory.

International Context: Where Does Turkey Stand?

Turkey's sustainability reporting ecosystem — the SPK communique, KGK TSRS, and BRSA sustainable banking guidance — is broadly aligned with global developments. When considered together — TSRS developed on the ISSB foundation, SPK referencing the GRI/TCFD framework, and BRSA's environmental risk management expectations — Turkey's regulatory framework is ahead of many countries at a similar income level.

However, gaps exist at the implementation level. Quantitative emissions data collection capacity, verification and assurance infrastructure, and digital reporting requirements such as XBRL are capacity gaps that need to be closed over the next 2-3 years.

Preparation Action Plan

Immediate Steps (0-3 months)

1. Review the current version of the SPK communique and separate mandatory from "comply or explain" items
2. Prepare a mapping table with TSRS requirements — which SPK items cover which TSRS requirements?
3. Assess your current reporting capacity — which mandatory items have data infrastructure ready, and where are the gaps?

Short Term (3-6 months)

4. Launch the GHG inventory process — ISO 14064-1 compliant, including Scope 1 and 2
5. Establish board-level sustainability oversight structure — committee assignment or role definition
6. Design the climate risk assessment process — physical and transition risks

Medium Term (6-12 months)

7. Prepare your first quantitative sustainability report — in SPK format
8. Build audit trail and internal control mechanisms — assurance readiness
9. Integrate with TSRS reporting — single data collection, dual format output

Action Item: SPK and KGK regulations should be considered together. An integrated approach both reduces compliance costs and improves reporting quality. Start with your GHG inventory — this single investment forms the foundation of both SPK and TSRS requirements.

See how enterprise teams meet TSRS and SPK reporting requirements efficiently.