Governance

4.1      Governance structure of the organization, including committees under the highest governance body responsible for specific tasks, such as setting strategy or organizational oversight. 

          Describe the mandate and composition (including number of independent members and/or non-executive members) of such committees and indicate any direct responsibility for economic, social, and environmental performance.

4.2      Indicate whether the Chair of the highest governance body is also an executive officer (and, if so, their function within the organization’s management and the reasons for this arrangement).

4.3      For organizations that have a unitary board structure, state the number of members of the highest governance body that are independent and/or non-executive members.

          State how the organization defines ‘independent’ and ‘non-executive’. This element applies only for organizations that have unitary board structures. See the glossary for a definition of ‘independent’.

4.4      Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body. 

          Include reference to processes regarding:

·    The use of shareholder resolutions or other mechanisms for enabling minority shareholders to express opinions to the highest governance body; and

·    Informing and consulting employees about the working relationships with formal representation bodies such as organization level ‘work councils’, and representation of employees in the highest governance body.

Identify topics related to economic, environmental, and social performance raised through these mechanisms during the reporting period.

4.5      Linkage between compensation for members of the highest governance body, senior managers, and executives (including departure arrangements), and the organization’s performance (including social and environmental performance).

4.6      Processes in place for the highest governance body to ensure conflicts of interest are avoided.

4.7      Process for determining the qualifications and expertise of the members of the highest governance body for guiding the organization’s strategy on economic, environmental, and social topics.

4.8      Internally developed statements of mission or values, codes of conduct, and principles relevant to economic, environmental, and social performance and the status of their implementation.

          Explain the degree to which these:

·    Are applied across the organization in different regions and department/units; and

·    Relate to internationally agreed standards.

4.9      Procedures of the highest governance body for overseeing the organization’s identification and management of economic, environmental, and social performance, including relevant risks and opportunities, and adherence or compliance with internationally agreed standards, codes of conduct, and principles.

          Include frequency with which the highest governance body assesses sustainability performance.

4.10   Processes for evaluating the highest governance body’s own performance, particularly with respect to economic, environmental, and social performance.

Commitments to External Initiatives

4.11   Explanation of whether and how the precautionary approach or principle is addressed by the organization.

          Article 15 of the Rio Principles introduced the precautionary approach. A response to 4.11 could address the organization’s approach to risk management in operational planning or the development and introduction of new products.

4.12    Externally developed economic, environmental, and social charters, principles, or other initiatives to which the organization subscribes or endorses.

          Include date of adoption, countries/operations where applied, and the range of stakeholders involved in the development and governance of these initiatives (e.g., multi-stakeholder, etc.). Differentiate between non-binding, voluntary initiatives and those with which the organization has an obligation to comply.

4.13    Memberships in associations (such as industry associations) and/or national/international advocacy organizations in which the organization:

·    Has positions in governance bodies;

·    Participates in projects or committees;

·    Provides substantive funding beyond routine membership dues; or

·    Views membership as strategic.

This refers primarily to memberships maintained at the organizational level.

Stakeholder Engagement

The following Disclosure Items refer to general stakeholder engagement conducted by the organization over the course of the reporting period. These Disclosures are not limited to stakeholder engagement implemented for the purposes of preparing a sustainability report.

4.14    List of stakeholder groups engaged by the organization.

          Examples of stakeholder groups are:

·         Communities;

·         Civil society;

·         Customers;

·         Shareholders and providers of capital;

·         Suppliers; and

·         Employees, other workers, and their trade unions.

4.15    Basis for identification and selection of stakeholders with whom to engage.

          This includes the organization’s process for defining its stakeholder groups, and for determining the groups with which to engage and not to engage.

4.16    Approaches to stakeholder engagement, including frequency of engagement by type and by stakeholder group.

          This could include surveys, focus groups, community panels, corporate advisory panels, written communication, management/union structures, and other vehicles.  The organization should indicate whether any of the engagement was undertaken specifically as part of the report preparation process.

4.17    Key topics and concerns that have been raised through stakeholder engagement, and how the organization has responded to those key topics and concerns, including through its reporting.