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.
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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.
A quick mental checklist before you prepare this disclosure — tick each as you settle it.
| 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)
- Set out how the board is organised, including any board committees.
- Show the mix of skills and experience on the board and its committees that matters to the organisation’s impacts.
- Show how many board and committee members are executive and non-executive.
- Show the gender balance across the board and its committees.
- Show which board and committee members are independent.
- Show how many other major roles and commitments each board and committee member holds.
- Show whether the board and its committees include stakeholder representatives.
- Show how long members have served on the board and its committees.
- Show whether under-represented social groups are present on the board and its committees.
- Explain what the commitments are.
- List the board committees that decide on, and oversee management of, the organisation’s economic, environmental and social impacts.
LRA working checklist - paraphrased; see official source
- Set 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.
- Identify 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.
- Gather 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.
- Compile 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.
- Prepare 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.
- Before 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.
Translate the disclosure into an internal business question — then adapt it to your organisation's own language.
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.
Please provide the GRI 2-9 disclosure data for governance structure and composition, including all sub-points.
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]
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.
The full request pack — response form, data table, evidence metadata and sign-off — is in the Download Centre.
LRA training templates — adapt them to your organisation, and check the official source before sign-off.
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.
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.
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.
GRI 2-9 Governance structure and composition — [location / page] / [notes]
Professional preparation tools and forms for GRI 2-9. Each download includes a concise “How to use” guide.
| Claim | Risk | Evidence 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 |
- The board charter or governance framework setting out the body's role and structure
- The committee terms of reference defining each committee's mandate
- The register of directors / governance-body members behind the composition figures
- The independence assessment records (covering tenure and diversity) for the members
- Appointment records and declarations of outside positions for each member
- The internal approval / sign-off record for the disclosure before publication
- 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.
- 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.
- Counting basis gets mixed
One spreadsheet blends headcount, seats, and named individuals without a clear rule, so the same person or role is counted in more than one way.
- Source labels lost
Original register names, file titles, or system field labels are stripped out during copying, making it hard to trace each figure back to the record it came from.
- Separate groups merged
Data for the board and its committees, or for different member categories, is combined into one pool even though the disclosure needs those populations kept distinct.
- Evidence details missing
The collector saves the numbers but not the supporting metadata, such as the source document, version, date, or owner, so later review cannot verify where the data came from.
- No sign-off trail
Draft data is passed around informally without a named reviewer or approval record, so nobody can show who checked the figures before disclosure drafting began.
- 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.
- Which date to use for the make-up of the board and committees
Choose a clear reference point, such as the reporting date or an average over the period, apply it consistently, and disclose that basis if membership changed during the year.
- How to classify people with mixed roles as executive or non-executive
For members who hold both management and oversight roles, use the classification that best reflects their current position in your organisation and explain any judgement where the split is not obvious.
- How to judge independence where local rules and internal policy do not match
If independence is defined differently across jurisdictions or by your own policies, state the basis used for the classification and explain any departures from local practice.
- Whether to count outside roles and commitments by exact number or grouped bands
Pick a counting method that is workable and consistent, describe what you included as a significant outside role or commitment, and explain any grouping or rounding used.
- How to report sensitive diversity or representation information without exposing individuals
Where headcount is small or categories could identify people, aggregate the data to protect privacy, say that the figures are grouped, and keep the method consistent across periods.
- How to treat skills and experience that are inferred rather than formally recorded
Use documented evidence where available, rely on a reasoned estimate only when necessary, and disclose the source or basis for any judgement about relevant capability.
- How to present committee coverage when responsibilities overlap
If more than one committee oversees the same impact area, list each relevant committee and explain the division of responsibilities so the reader can see how oversight is actually arranged.
Synthetic, written by LRA — not from a company report, not text from any standard.
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.
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.
How to turn the collected data into a draft disclosure. Suggested visuals and a GRI content-index line generated from this disclosure's datapoints.
Suggested visuals
- Board and committee structure — table: A concise listing of the board, the committees under it, and what each one is responsible for in overseeing the organisation.
- Board composition by role type — stacked bar: How the board and its committees are split between executive and non-executive members.
- Board composition by independence — bar: The number or share of members who are independent versus not independent across the board and committees.
- Board composition by tenure — bar: How long members have served on the board, showing the spread of tenure across the group.
- Board diversity and representation profile — stacked bar: The make-up of the board and committees by gender, under-represented social groups, and stakeholder representation.
- Skills, commitments and capacity — table: Members’ relevant competencies, other significant roles or commitments, and the nature of those commitments.
What separates a figure from a disclosure.
I have 10 board and committee members.
I have 10 board and committee members, split between 4 executives and 6 non-executives, with 7 independent, and I also note their average service length, outside roles, gender mix, social background mix, relevant skills and any stakeholder seats.
I have 10 board and committee members across the board and two committees this year, with 4 executives and 6 non-executives, 7 independent, an average service length of 5 years, 3 members holding one other major role each, a 6:4 gender split, 2 members from under-represented social groups, 8 members with impact-related skills, and 1 stakeholder representative; the only notable change is that one new non-executive joined after a planned retirement, which shortened average service length and added fresh sector experience.
Real reports where this topic is disclosed. The confidence label shows how closely each match maps to GRI 2-9 — these are report practice, not exact disclosure examples.
| Company | Sector · Country | Year | Match | Page | Report | Assurance | |||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interconexión Eléctrica S.A. E.S.P. | Electric Utilities / IPP / Energy Traders · Colombia | 2024 | Partial | p. 133 →p. 58 →p. 136 → | ISA Integrated Management Report 2024 → | ey | |||||||||||||||||||||||||||||||||||||
Evidence in Interconexión Eléctrica S.A. E.S.P.’s reportWhat the report shows 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.
Evidence-based summary of this company’s own report — not a disclosure template to copy, and not a compliance verdict. Datapoint coverage
Source trail
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| Pulmuone Corporate | Food Production — Agricultural · South Korea | 2024 | Partial | p. 155 →p. 8 →p. 42 → | Integrated Report 2024 → | EY | |||||||||||||||||||||||||||||||||||||
Evidence in Pulmuone Corporate’s reportWhat the report shows 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.
Evidence-based summary of this company’s own report — not a disclosure template to copy, and not a compliance verdict. Datapoint coverage
Source trail
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| CJ Cheiljedang Corporation | Food Production — Agricultural · South Korea | 2024 | Partial | p. 116 →p. 90 →p. 91 → | Sustainability Report 2024 → | DNV | |||||||||||||||||||||||||||||||||||||
Evidence in CJ Cheiljedang Corporation’s reportWhat the report shows 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).
Evidence-based summary of this company’s own report — not a disclosure template to copy, and not a compliance verdict. Datapoint coverage
Source trail
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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.Should the write-up go beyond naming the board and its sub-committees, and if so what should it cover?
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.Which committees should be singled out in the disclosure?
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.Is that enough, or does the disclosure need a more structured picture of who sits on the board and committees?
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.How should outside roles and commitments be handled in the disclosure?
See how companies actually report GRI 2-9 — drawn from their own published reports, with the exact pages, and an LRA AI-assistant that works through it with you. Available to LRA Community members and to students throughout their platform access.
How this disclosure maps across the major reporting frameworks.
For GRI 2-9, what data points should I gather before drafting the disclosure?
The page lists the core datapoints to prepare, including governance structure, oversight committees, board mix, independence, tenure, outside roles, commitments, gender mix, under-represented groups, relevant skills and stakeholder seats. Use that list as your starting scope so you can build the disclosure from the same dataset the page expects. ↑ section
How do I use the step-by-step 'how to prepare' section for GRI 2-9?
Use it as a working sequence for turning raw governance information into a draft disclosure, rather than as a final answer key. It is there to help you set scope, collect the right inputs and organise them into a report-ready format. ↑ section
What should I include in the evidence pack for GRI 2-9 assurance readiness?
The page says there are six evidence-pack items to support assurance readiness, so the practical aim is to assemble the documents and records that back each datapoint and claim. Build the pack alongside the disclosure so the figures, governance descriptions and narrative can be traced back to source material. ↑ section
What are the four assurance claims I need to verify for GRI 2-9?
The page flags four claims to check, each with a claim, risk and evidence angle. Use those prompts to test whether the disclosure is complete, internally consistent and supported by documentation before it goes to review. ↑ section
How do I turn the GRI 2-9 data into a draft narrative and content-index line?
The page includes draft-output support, including narrative starters, visualisation ideas and a GRI content-index line. That means you can use the prepared datapoints and example wording structure to produce a first draft, then adapt it to your organisation’s facts and evidence. ↑ section
What common reporting gaps should I watch for in a GRI 2-9 board and governance disclosure?
The page lists common gaps and mistakes, so it is useful as a pre-submission check for missing or inconsistent governance data. In practice, use it to spot omissions in board composition, oversight detail, tenure, independence, skills or stakeholder representation before finalising the draft. ↑ section
How should I use the synthetic illustrative example disclosures on the GRI 2-9 page?
They are there to show how the disclosure can look in practice, including a quantitative table where relevant. Treat them as a formatting and drafting aid only, and make sure any numbers in your own draft are internally consistent and based on your organisation’s data. ↑ section
What is in the Prep & Assurance workbook for GRI 2-9, and how do I use it?
The Download Centre includes a Prep & Assurance workbook in .xlsx format, which is intended to help you organise preparation and assurance work. Use it to capture the datapoints, track evidence and keep the draft aligned with the assurance checks on the page. ↑ section
When should I use the printable Library Card PDF for GRI 2-9?
The page offers a printable Library Card PDF alongside the workbook, so it is a quick-reference aid rather than a drafting tool. It is useful for keeping the disclosure scope, key datapoints and review points visible while you work through the preparation process. ↑ section
Can I use the 'From company reports' table to find real examples of GRI 2-9 disclosures?
Yes. The page says the table links to real published reports at the pages where the topic is disclosed, so it can help you see how others present similar governance information without treating those examples as a template or requirement. ↑ section
- GRI 2-9 governance disclosure checklist for board composition, independence, tenure and skills
- How to collect GRI 2-9 data from HR, company secretariat and governance teams
- GRI 2-9 evidence pack template for assurance-ready reporting
- Common mistakes in GRI 2-9 board governance disclosures
- How to draft a GRI 2-9 narrative from governance data
- GRI 2-9 workbook download how to use it
- GRI 2-9 illustrative example disclosure table
- Where to find real company report examples for GRI 2-9
- GRI 2-9 stakeholder seats and under-represented groups data collection
- GRI 2-9 board member mix and independence mix reporting
- GRI 2-9 content index line example
- GRI 2-9 assurance claims and supporting evidence
Get a practical answer for your reporting context. Your first answer is free — create a free account to continue the conversation.
Sources, status and disclaimer
This LRA assistance tool is designed for educational and internal data-collection purposes. It is not an official interpretation of the GRI Standards, IFRS Sustainability Disclosure Standards or EU CSRD/ESRS requirements. When applying these frameworks in professional practice, users should consult and double-check the official standards, guidance and applicable regulatory sources.