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GRI 2: General Disclosures
Disclosure GRI 2-9

Governance structure and composition

Practical guidance for preparing this disclosure. Use this card to identify datapoints, verify claims and organise supporting evidence. For exact requirements, always refer to the official GRI source.

Dr Ross Kurinko, GRI Certified Trainer
Reviewed by Dr Ross Kurinko · GRI Certified Trainer LRA educational guidance · Not issued or endorsed by GRI
To prepare this disclosure
Disclosure focus

This disclosure asks an organisation to explain how its governance body is set up and who sits on it. In practice, that means describing the main decision-making structure, the roles and responsibilities within it, and the mix of people involved so readers can understand how oversight is organised.

The practical focus is on giving a clear picture of governance coverage and composition across the organisation, not just highlighting a single board or a flagship entity. The report should help readers see whether the governance structure reflects the organisation as a whole and how it is arranged in reality.

This LRA educational guidance supports disclosure preparation. For the exact requirements, always refer to the official GRI source.

Before you start

A quick mental checklist before you prepare this disclosure — tick each as you settle it.

Preparation

Key datapoints to prepare

Datapoint What to capture Evidence hint Owner
Governance structure overview A plain description of how the top governing group is set up, including any committees attached to it and how they fit together. Board charter, committee terms of reference, governance map, company secretary records. Company secretary / governance
Impact oversight committees Which board-level committees are responsible for decisions about, and oversight of, how the organisation manages its effects on the economy, environment and people. Committee mandates, board minutes, governance matrix, committee reporting lines. Company secretary / sustainability governance
Board member mix How the top governing group and its committees are split between executive and non-executive members. Board and committee membership register, director biographies, governance disclosures. Company secretary / board affairs
Board independence mix How many members of the top governing group and its committees are independent versus not independent. Independence assessments, board register, nomination committee papers. Company secretary / nominations
Member tenure profile How long each member of the top governing group has served, for the group and its committees. Appointment dates, board tenure schedule, director register. Company secretary / board affairs
Outside roles count For each member, the number of other major roles and commitments they hold alongside their governance role. Director declarations, conflict-of-interest forms, annual board questionnaires, external appointments register. Company secretary / nominations
Commitment details A short description of what those other roles and commitments actually are, not just how many there are. Director declarations, CVs, external appointment records, board questionnaires. Company secretary / nominations
Gender mix How the top governing group and its committees are distributed by gender. Director self-identification records, board diversity schedule, governance reporting pack. Company secretary / people analytics
Under-represented groups How the top governing group and its committees are represented across under-represented social groups used by the organisation. Director self-identification data, diversity monitoring records, board reporting pack. Company secretary / people analytics
Relevant skills mix Which members of the top governing group and its committees have skills or experience that relate to the organisation’s impacts. Skills matrix, director biographies, committee competency review, board effectiveness papers. Company secretary / sustainability governance
Stakeholder seats How the top governing group and its committees include people who represent stakeholder interests. Committee terms of reference, board appointment papers, stakeholder representation policy, governance map. Company secretary / governance
+ Show GRI 2-9 sub-elements (LRA working checklist)

How to prepare it

1Set the reporting boundary first: confirm which governing board sits at the top of the organisation, and which committees belong to it, so you know exactly whose structure and make-up you are describing.
2Identify the committees that have a role in decisions about, or oversight of, how the organisation manages its effects on the economy, the environment and people; list those bodies clearly and separately from any other committees.
3Gather the source records for the board and each relevant committee, then extract the facts needed to show their make-up: executive versus non-executive members, independence status, length of service, and how many other major roles or commitments each person holds, including what those commitments are.
4Compile the remaining composition details for the board and its committees: gender balance, representation from under-represented social groups, skills or experience linked to the organisation’s impacts, and any stakeholder representation.
5Prepare the disclosure text or table so it covers both the overall governance structure and the committee list, then add the composition information in a way that is complete, consistent and easy to trace back to the underlying records.
6Before finalising, check your draft against the official source to confirm you have not missed any required element, and note any exclusions, boundary changes or unusual judgments so the reported information is transparent and defensible.
Request the data

Request board and committee governance details

Translate the disclosure into an internal business question — then adapt it to your organisation's own language.

How is the board and its committees set up, who sits on them, and what governance and oversight information do we need to describe them clearly for the reporting period?

Use your organisation’s own board, committee and director language first, then map it to the reporting disclosure. Keep the request in the terms your secretariat, governance team or board administrator already uses, and check the source material before sign-off.

Weak request

Please provide the GRI 2-9 disclosure data for governance structure and composition, including all sub-points.

Why it fails: This uses framework language only, so the owner has to translate the ask before they can respond. It also does not say which internal records to use, what period to cover, or how to present the board and committee information in a usable way.

Better request

Please send the current board and committee register for [reporting period], plus the board skills matrix and director profile details. We need the board and committee names, which committee oversees sustainability-related impacts, member type, independence, tenure, other roles and commitments, gender, under-represented groups, relevant skills and any stakeholder seats. Use your own governance terms and include the source documents and any gaps.

Formal email template
Subject: Request for board and committee governance details for [reporting period]

Dear [name/team],

We are preparing the sustainability reporting pack and need your help with the board and committee information for [reporting period].

Please share the current governance pack or a completed table covering:
- the board and any committees in scope
- which committees handle oversight of the organisation’s impacts on the economy, environment and people
- member type split (executive / non-executive)
- independence status
- member tenure
- other significant roles and commitments held by each member, plus a short description of the nature of those commitments
- gender
- under-represented social groups, where tracked
- relevant skills or experience linked to the organisation’s impacts
- stakeholder representation, where applicable

Please use your organisation’s own terminology and source records, then we will map the information into the reporting format. If anything is unclear, we can work from the board register, committee terms of reference, skills matrix and director biographies.

Please also include the reporting date, source documents and any assumptions or gaps.

Many thanks,
[preparer name]
[role]
[contact details]
Short Teams / Slack version
Hi [name/team] — could you share the board/committee governance details for [reporting period]? We need the board and committee list, who oversees sustainability-related impacts, member type, independence, tenure, other roles/commitments, gender, under-represented groups, relevant skills and any stakeholder seats. Please use your own governance terms and send the source docs or a completed table. Thanks, [name]
Industry examples
Listed manufacturing group

Context. The company has a board, audit committee, risk committee and a sustainability committee. The secretariat maintains the board register and committee terms of reference.

Adapted request. Please provide the board register and committee matrix for [reporting period], including the board, audit, risk and sustainability committees; which committee oversees environmental and social impact matters; director type; independence; tenure; outside appointments; gender; under-represented groups; and the skills matrix used for board composition reporting.

Example response. Returned table includes each director, board/committee membership, executive or non-executive status, independence, appointment date, outside roles, gender, diversity fields, skills tags and source references to the register and biographies.

Member-owned financial services firm

Context. The organisation uses a board, conduct committee and remuneration committee, with some member-elected seats and stakeholder observers.

Adapted request. Please share the board and committee summary for [reporting period], including member-elected and appointed seats, any committee that oversees customer, community and environmental matters, independence, tenure, external commitments, gender, relevant expertise and any stakeholder observer roles.

Example response. Returned pack lists each governance body, member category, appointment dates, independence status, external commitments, gender, skills areas and notes on stakeholder observer participation, with references to the governance calendar and board papers.

Draft your disclosure

Notes that turn data into a disclosure

LRA training templates — adapt them to your organisation, and check the official source before sign-off.

Method note

Explain the basis used to define the board, each committee, member categories, independence, tenure, other roles, gender, under-represented groups, relevant skills and stakeholder representation, and note any judgement calls or source records used to classify members.

Context note

Set out what the figures say about how the organisation is governed, who sits on the board and committees, and whether the current mix of skills, independence, representation and capacity appears aligned with oversight of the organisation’s impacts.

Fluctuation statement

If the profile has changed from the prior period, briefly explain whether this was driven by appointments, departures, committee changes, reclassification of members, or updated information on skills, roles or representation.

Content index entry
GRI 2-9 Governance structure and composition — [location / page] / [notes]
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Preparation tools & forms

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Assurance readiness

For each claim, check the evidence

ClaimRiskEvidence to check
The information reported for this disclosure reconciles to the underlying source records.What is reported cannot be traced back to the systems or documents it was drawn from, or does not tie out to them.calculation_workbook reconciling the reported value to source_system_export
The information reported for this disclosure is current as at the reporting date.The disclosure reflects a different period, a cut-off before the reporting date, or stale data carried over from a prior period.approval_record showing the data cut-off date and the period covered
The scope behind the information reported for this disclosure is applied consistently.Parts of the organisation are silently in or out of scope, or the scope differs from the prior period without that change being explained.methodology defining the scope and a site_register of what it covers
Everything in scope is included in the information reported for this disclosure — nothing material is left out.Parts of the population that should be reported are omitted, understating or overstating the disclosure.site_register of the full population vs the calculation_workbook of what was actually included

Evidence pack to prepare

Common reporting gaps

The information is presented without a date or as-at point.The scope or boundary of the statement is left undefined.Key terms are used inconsistently across the report.Material changes since the previous period are not disclosed.Assertions are made without supporting detail or a source record.Boilerplate is used that does not actually answer what is asked.
Common gaps

Mistakes to avoid when collecting the data

Wrong owner
People ask the company secretary, HR, or a committee admin in framework language instead of the person who actually holds the board and committee records, so the first data pull comes from the wrong source.
Scope left vague
The team does not pin down which board, sub-committees, or other governance groups are in scope, so different contributors collect different populations and the final set is inconsistent.
Timing basis not fixed
No one agrees the reporting cut-off or snapshot date before collection starts, so member lists and committee roles are taken from different points in time.
+ Show 5 more

Where judgement is often needed

What counts as the top governance group and its sub-committees after a deal or disposal
If a purchase, sale, or reorganisation changes which bodies sit within scope, use the year-end structure you are reporting on, explain the cut-off used, and note any material change from the prior period.
How to handle different local labels for the same oversight role
Where country-specific titles or legal forms differ, map them to your organisation’s own governance language and explain the mapping so readers can see which bodies are being counted together.
Whether to include members who sit on the edge of the governance perimeter
Decide consistently whether alternates, observers, advisers, or temporary appointees are treated as part of the body being described, and state the rule you applied.
+ Show 7 more
Examples

Illustrative examples

Synthetic, written by LRA — not from a company report, not text from any standard.

Illustrative (synthetic) example — Utilities

We set out how our board is organised, including the standing committees and which of them oversee our economic, environmental and social impacts. We also show the make-up of the board and committees by role type, independence, tenure, outside commitments, gender, under-represented groups, relevant skills and stakeholder links.

Synthetic illustration only. This example shows how a reporter could present board and committee composition in a compact quantitative format while covering the required governance topics.

Illustrative (synthetic) example — Food manufacturing

We describe our board structure and the committees that handle oversight of our business impacts. The profile below summarises who sits on the board and committees by executive status, independence, tenure, outside roles, gender, under-represented groups, relevant expertise and stakeholder representation.

Synthetic illustration only. This example uses a different plausible sector and a different board profile, while still covering the same governance composition topics.

Company reportsReal published reports
Compare side by side →Get it free

How companies report GRI 2-9

Real reports where this topic is disclosed. These are report practice, not exact disclosure templates to copy.

Interconexión Eléctrica S.A. E.S.P.
Electric Utilities / IPP / Energy Traders · Colombia · 2024
Open report →
Interconexión Eléctrica S.A. E.S.P.'s ISA Integrated Management Report 2024 includes a reference to circular economy programs and highlights leadership in initiatives as a critical material topic on page 87. However, the report does not provide quotable evidence for other narrative items related to the disclosure, as no information was found for multiple specified points. Overall, the coverage is limited to a brief mention of circular economy efforts without further detailed disclosures.
Pulmuone Corporate
Food Production — Agricultural · South Korea · 2024
Open report →
Pulmuone Corporate’s Integrated Report 2024 provides coverage on governance-related disclosures, including identification of the highest governance body on page 155 and details on ESG and environment-related training offered to all Board members on October 31, 2024 (p.115). The report also includes supporting context on decision-making and transparency related to governance committees (p.113) and references governance fundamentals within its ESG framework (p.38). However, several narrative items related to governance specifics, such as detailed roles or succession processes, are not found or remain unclear in the report.
CJ Cheiljedang Corporation
Food Production — Agricultural · South Korea · 2024
Open report →
CJ Cheiljedang Corporation’s Sustainability Report 2024 provides coverage on governance structure and composition, including nomination and selection of the highest governance body (p.116), as well as the management and oversight responsibilities related to circular economy governance (p.37). The report also addresses stakeholder engagement and communication (p.113). However, several narrative items related to governance details remain unaddressed or unclear, as no quotable evidence was found for multiple specified narrative points (c-i to c-vii).
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Check your understanding

Scenarios to work through

A preparer is drafting the governance section and has a clear list of the board, audit committee and remuneration committee. They are unsure whether to stop there or also explain how those groups fit together.

QShould the write-up go beyond naming the board and its sub-committees, and if so what should it cover?
Reveal model answer →

The board has three committees, but only one of them reviews climate, workforce and community matters. The team is unsure whether that committee needs to be identified separately.

QWhich committees should be singled out in the disclosure?
Reveal model answer →

A company has 10 board members and 4 committee members. The draft currently says only that the board is ‘diverse’ and ‘experienced’, with no breakdown by role type, independence or length of service.

QIs that enough, or does the disclosure need a more structured picture of who sits on the board and committees?
Reveal model answer →

One director sits on two other listed-company boards and chairs a charity, while another has no outside roles. The team is unsure whether these outside commitments belong in the governance section or can be left out.

QHow should outside roles and commitments be handled in the disclosure?
Reveal model answer →
Framework references

Related framework references

How this disclosure maps across the major reporting frameworks.

GRI
GRI 2-9
within GRI 2: General Disclosures
Open official source →
Primary
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FAQ

Questions this page answers

For GRI 2-9, what data points should I gather before drafting the disclosure?+
How do I use the step-by-step 'how to prepare' section for GRI 2-9?+
What should I include in the evidence pack for GRI 2-9 assurance readiness?+
What are the four assurance claims I need to verify for GRI 2-9?+
How do I turn the GRI 2-9 data into a draft narrative and content-index line?+
What common reporting gaps should I watch for in a GRI 2-9 board and governance disclosure?+
How should I use the synthetic illustrative example disclosures on the GRI 2-9 page?+
What is in the Prep & Assurance workbook for GRI 2-9, and how do I use it?+
When should I use the printable Library Card PDF for GRI 2-9?+
Can I use the 'From company reports' table to find real examples of GRI 2-9 disclosures?+
More questions this page can help with