Disclosure focus
Disclosure 2-9 is a structural governance disclosure. It requires the organization to describe its governance structure, identify impact-related committees and describe the composition of the highest governance body and its committees. Separate disclosures cover governance roles, delegation, sustainability reporting approval, collective knowledge and performance evaluation.
The highest governance body is the governance body with the highest authority in the organization. It is not automatically called a board. Where supervision and management are separated in a two-tier system, both tiers are included in the GRI definition of the highest governance body.
The disclosure focuses on the highest governance body and its committees. Other local, regional or subsidiary governance bodies may be described when needed to explain the overall structure, but they are not automatically included in the composition data under 2-9-c.
Requirement 2-9-a covers the complete governance structure, including all committees of the highest governance body. Requirement 2-9-b then identifies separately which of those committees make decisions on or oversee the management of impacts on the economy, environment, and people, including impacts on their human rights.
Requirement 2-9-c covers eight composition characteristics for the highest governance body and its committees: executive/non-executive status, independence, tenure, other significant positions and commitments, gender, under-represented social groups, competencies relevant to impacts and stakeholder representation.
Independence refers to conditions that enable members to exercise independent judgment free from external influence or conflicts of interest. State the criteria used and distinguish statutory, listing-rule and internal classifications where relevant.
For every member, report the exact number and nature of other significant positions and commitments. A significant position or commitment demands enough time and attention that it could affect the member’s ability to perform duties in the organization. Grouped bands do not replace the member-by-member count.
Under-represented social groups depend on the operating context and a stated reference population. Competencies must be evidenced and connected to relevant impacts. Stakeholder representation means formal representation in composition; observers, advisers, nominators and stakeholder engagement should not be treated as equivalent.
Use a member register and committee membership matrix so one person serving on several committees is not counted as several people. Formal members and qualifying alternates belong in composition; observers and advisers without formal membership are described separately.
If a specified element does not exist—for example, there are no committees, independent members or stakeholder representatives—state this explicitly. If required information exists but cannot be reported, identify the affected requirement and use a permitted reason for omission with the required explanation in the GRI content index.
A reference date and explanation of significant membership changes can improve clarity, but they are LRA preparation recommendations, not additional GRI 2-9 requirements.
The 11 datapoints below are an LRA operational decomposition of the three requirements in Disclosure 2-9. They are not 11 separate GRI requirements; 2-9-c-iv is split into the exact number and the nature of other significant positions and commitments.
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
＋ Show GRI 2-9 sub-elements (LRA working checklist)
Identify the governance body with the highest authority and describe the governance structure, including every committee belonging to that body. In a two-tier system, include both the supervisory and management tiers. Other local or subsidiary bodies may provide context but are not automatically part of the 2-9-c composition population.
From the complete committee list, identify separately the committees responsible for decision-making on and overseeing the management of impacts on the economy, environment, and people, including impacts on their human rights.
Describe the composition of the highest governance body and each committee by executive and non-executive members. Apply the classification established by law, listing rules, constitutional documents or recognized governance criteria and distinguish unique people, seats and committee memberships.
Describe composition by independence and state the criteria used. Independence means conditions that enable a member to exercise independent judgment free from external influence or conflicts of interest; distinguish statutory, listing-rule and internal assessments where relevant.
Describe member tenure on the highest governance body and its committees. A transparent record normally includes initial appointment date, service period, committee appointment where relevant, current term and reappointments; an average does not replace member-level information.
For each member, report the exact number of other significant positions and commitments. A significant position or commitment demands enough time and attention that it could affect the member’s ability to perform duties in the organization; do not substitute grouped bands.
For each member, describe the nature of the significant positions and commitments counted, which can include other governance, executive, public, professional, community, academic or other time-intensive roles.
Describe the composition of the highest governance body and its committees by gender using appropriate, current source data. Keep this separate from any judgement about balance or targets.
Describe composition by under-represented social groups relevant to the operating context, explaining the reference population, relevance and data method. A group is under-represented when its representation in the body is lower than in the relevant population, limiting opportunities to express economic, social or political needs and views.
Describe evidence-based competencies connected with impacts associated with the organization’s sectors, products and geographic locations. Use documented qualifications, professional experience and reviewed skills information; do not attribute competencies through unsupported inference.
Describe formal stakeholder representation in the highest governance body and its committees, including the stakeholder group, basis of representation and voting rights. Identify observers and advisers separately when they are not formal members; stakeholder engagement outside the body is not composition evidence.
How to prepare it
1Identify the body with the highest authority from law and constitutional documents. Include both supervisory and management tiers where the system is two-tier.
2Map the governance structure and every committee of the highest governance body; keep local, subsidiary and management bodies separate unless needed as explanatory context.
3From the complete list, flag the committees responsible for decision-making on and oversight of impacts on the economy, environment, and people.
4Build a unique member register and committee membership matrix. Distinguish formal members, qualifying alternates, temporary appointees, observers and advisers.
5Complete the eight composition characteristics for the highest governance body and every committee using authoritative classifications and member-level evidence.
6Report the exact number and nature of significant positions and commitments for each member; do not use grouped bands or limit the test to corporate directorships.
7State the under-represented-group methodology and stakeholder-representation basis; aggregate sensitive data where appropriate without silently removing a required element.
8State absent elements explicitly. For information that exists but cannot be reported, document the affected requirement and a permitted reason for omission in the GRI content index. Treat reference dates and change explanations as LRA clarity recommendations.
Request the data
Identify the highest governance body, committees and composition
Translate the disclosure into an internal business question — then adapt it to your organisation's own language.
How are the highest governance body and all its committees structured, which committees have impact-related decision-making or oversight responsibilities, and how is each body composed across the eight GRI 2-9 characteristics?
Use the organization’s legal governance terminology, but first identify the body with the highest authority. Include both tiers where supervision and management are separated. Do not silently omit an element because it is not tracked or because no representation exists.
Weak request
Please provide board details and any committees in scope, including diversity where tracked.
Why it fails: It assumes a board is the highest governance body, permits arbitrary committee scope and creates silent omissions for under-represented groups and stakeholder representation.
Better request
Provide the actual highest governance body, both tiers where applicable, all its committees, the separately identified impact-related committees and a member/committee matrix covering all eight GRI 2-9 characteristics, absent elements and reasons for omission.
Industry examples
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
LRA preparation recommendation: identify the legal governance structure, reference date, member classifications, independence criteria, tenure basis, significant-commitment criterion, under-represented-group method and formal representation basis.
Context note
Describe the factual composition of the highest governance body and its committees. Any assessment of adequacy should be labelled as an additional evaluation and supported by an approved effectiveness or skills assessment.
Fluctuation statement
Additional LRA practice only: where changes during the period are necessary to understand the reported composition, describe relevant appointments, departures or committee changes.
Content index entry
GRI 2-9 Governance structure and composition — [location/page]. For unmet information: [requirement] — [permitted reason for omission] — [required explanation].
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Preparation tools & forms
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Assurance readiness
For each claim, check the evidence
Evidence pack to prepare
Common reporting gaps
The highest governance body is automatically called the board without testing the actual governance structure.One tier is omitted in a two-tier governance system.Only the sustainability committee is described instead of all committees of the highest governance body.All committees are listed but the impact-related committees are not identified separately.Composition is reported only for the main body and not for each committee.Committee seats or memberships are confused with the number of unique members.Independence is reported without the applicable criterion.Only average tenure or broad tenure bands are disclosed.Other significant positions and commitments are reported in grouped bands rather than exact counts for each member.Only corporate directorships are counted, omitting other time-intensive commitments.Only the proportion of women is reported rather than composition by gender.A general diversity statement replaces composition by under-represented social groups.A skills matrix covers finance and management but not competencies relevant to the organization’s impacts.Stakeholder engagement or nomination is reported as stakeholder representation.An observer or adviser is counted as a formal member.Year-on-year changes are presented as a mandatory GRI 2-9 datapoint.Required information is omitted as ‘not tracked’ without a permitted reason for omission.
Common gaps
Mistakes to avoid when collecting the data
The highest governance body is automatically called the board without testing the actual governance structure.
The highest governance body is automatically called the board without testing the actual governance structure.
One tier is omitted in a two-tier governance system.
One tier is omitted in a two-tier governance system.
Only the sustainability committee is described instead of all committees of the highest governance body.
Only the sustainability committee is described instead of all committees of the highest governance body.
All committees are listed but the impact-related committees are not identified separately.
All committees are listed but the impact-related committees are not identified separately.
Composition is reported only for the main body and not for each committee.
Composition is reported only for the main body and not for each committee.
Committee seats or memberships are confused with the number of unique members.
Committee seats or memberships are confused with the number of unique members.
Independence is reported without the applicable criterion.
Independence is reported without the applicable criterion.
Only average tenure or broad tenure bands are disclosed.
Only average tenure or broad tenure bands are disclosed.
Other significant positions and commitments are reported in grouped bands rather than exact counts for each member.
Other significant positions and commitments are reported in grouped bands rather than exact counts for each member.
Only corporate directorships are counted, omitting other time-intensive commitments.
Only corporate directorships are counted, omitting other time-intensive commitments.
Where judgement is often needed
Mergers, acquisitions and disposals
Reassess the highest governance body only if the organization’s governance structure changed; an acquisition does not automatically change the body in scope.
Alternates, observers and advisers
Include formal or formally substituting members under the governance documents. Do not count observers or advisers without formal membership; treat temporary appointees according to their actual appointment period and status.
Mixed executive roles
Apply law, listing rules, constitutional documents or recognized criteria and disclose the basis where classification is not straightforward.
Different independence tests
Do not depart from mandatory legal criteria. Distinguish statutory, listing-rule and stricter internal assessments where relevant.
Sensitive diversity data
Use aggregated counts or percentages where appropriate. If even aggregation creates identification risk, apply Confidentiality constraints as a formal reason for omission.
No representation or committee
A truthful statement that the element does not exist completes the factual disclosure; do not omit it silently.
Examples
Illustrative examples
Synthetic, written by LRA — not from a company report, not text from any standard.
Illustrative (synthetic) example — member composition
The Board of Directors is the organization’s highest governance body. It has four standing committees: Audit and Risk, Nomination, Remuneration and Sustainability. Audit and Risk and Sustainability are responsible for decision-making on and oversight of the management of impacts. The composition below is at 31 December 2025; the reference date is an LRA clarity recommendation, not an additional GRI requirement.
The table reports each member rather than grouped bands. ‘No’ under the under-represented-group and stakeholder-representation fields is a direct statement of the synthetic facts, not a silent omission. Committee memberships are shown in the second example.
Illustrative (synthetic) example — committee membership matrix
The Supervisory Board and Management Board together form the highest governance body under the organization’s two-tier structure. The Supervisory Board has Audit and Risk, Nomination, Remuneration and Sustainability committees. Audit and Risk and Sustainability are the impact-related committees under 2-9-b. Composition across both tiers and every committee is reported using the eight characteristics in the accompanying member register.
Four unique people can hold several committee memberships. The matrix avoids describing four committee memberships as four additional people. Observers and advisers are excluded unless formally appointed as members; changes during the period may be explained as additional context.
How companies report GRI 2-9 in practice
Examples of full and partial reporting practice. These are evidence-led reviews, not exact disclosure templates to copy.
Interconexión Eléctrica S.A. E.S.P.
Electric Utilities / IPP / Energy Traders · Colombia · 2024
ISA’s substantive governance disclosure on page 30 identifies the Board of Directors, four committees, member names, nominations, committee memberships and independent-member markers. Its GRI index points to additional sources for tenure, other boards, gender, diversity, skills and stakeholder information. Those references are not treated as automatic proof: the exact member-by-member commitment count, actual under-represented-group composition and formal stakeholder representation still require verification.
Pulmuone Corporate
Food Production — Agricultural · South Korea · 2024
Pulmuone’s pages 110–113 are the correct substantive source. They identify the Board as the highest decision-making and supervisory body, list eight committees, identify the ESG Committee, and provide member type, independence, appointment dates, gender and a Board Skill Matrix. The ‘other mandates’ row is incomplete for all members, profiles do not clearly map every significant commitment, and actual under-represented-group composition and formal stakeholder representation are not established.
CJ Cheiljedang Corporation
Food Production — Agricultural · South Korea · 2024
CJ Cheiljedang’s correct GRI 2-9 source is pages 90–92. The section presents internal and independent directors, names, gender, appointment year, independence criteria, a skills matrix and five Board committees; the Corporate Sustainability Committee handles ESG decisions. Exact member-by-member significant-commitment counts and nature were not confirmed, diversity policy does not establish actual under-represented-group composition, and shareholder engagement does not replace formal stakeholder representation.
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Scenarios to work through
The draft lists a board, Audit Committee and Remuneration Committee but does not show how the governance structure fits together.
QWhat else is required?
Reveal model answer →Hide answer ↑Identify the actual highest governance body, including both tiers where applicable; describe the full governance structure and all its committees; identify separately the impact-related committees; and describe composition of the body and each committee across all eight characteristics.
Why this matters · A committee-name list alone does not complete 2-9-a to 2-9-c.
The highest governance body has four committees, but only Sustainability makes decisions on and oversees impact management.
QShould the disclosure list only Sustainability?
Reveal model answer →Hide answer ↑No. Describe all four committees as part of the governance structure under 2-9-a, then identify Sustainability separately as the committee responsible under 2-9-b. Composition under 2-9-c still covers the highest governance body and its committees.
Why this matters · The 2-9-b subset does not replace the complete 2-9-a committee list.
Ten people sit on the highest governance body and those same people hold 14 memberships across four committees.
QHow should the numbers be presented?
Reveal model answer →Hide answer ↑Report 10 unique members, show the 14 committee memberships in a matrix, and describe each body and committee across executive/non-executive status, independence, tenure, significant positions and commitments, gender, under-represented groups, impact competencies and stakeholder representation.
Why this matters · Distinguish unique people, seats and committee memberships.
One member sits on two other boards and chairs a charity; another has no other commitments.
QCan the disclosure use ‘0–3 outside roles’ as a band?
Reveal model answer →Hide answer ↑No. For each member, report the exact number and nature of other significant positions and commitments. Explain the significance criterion: demands on time and attention that could affect the member’s ability to perform duties in the organization.
Why this matters · Member-by-member exact counts and descriptions are required; grouped bands are not a substitute.
Framework references
Relevant GRI requirements and related disclosures
Available framework references and nearby disclosures relevant to preparing this requirement.
Primary
Related & explore
Nomination and selection of the highest governance body → Guide ✓Chair of the highest governance body → Guide ✓Role of the highest governance body in overseeing the management of impacts → Guide ✓Delegation of responsibility for managing impacts → Guide ✓Conflicts of interest → Guide ✓Browse all disclosures →
FAQ
Questions this page answers
Is the highest governance body always the board?+−
No. Identify the body with the highest authority. In a two-tier system where supervision and management are separated, both tiers are included in the GRI definition.
Do we report all committees or only impact-related committees?+−
Both steps are required: describe all committees under 2-9-a, then identify separately the committee or committees responsible for impact-related decision-making and oversight under 2-9-b.
What composition information is required?+−
For the highest governance body and its committees, cover executive/non-executive status, independence, tenure, exact number and nature of significant positions and commitments, gender, under-represented social groups, impact-relevant competencies and stakeholder representation.
Can other significant positions be reported in bands?+−
No. Report the exact number held by each member and describe their nature, using a significance test based on demands on time and attention that could affect the member’s duties.
Do observers count as stakeholder representatives?+−
Only when they are formal members under the governance documents. Otherwise identify observers or advisers separately; engagement or nomination alone is not formal stakeholder representation in composition.
What if an element does not exist or information cannot be reported?+−
State a non-existent element explicitly. Where required information exists but cannot be reported, identify the affected requirement and use a permitted reason for omission with the required content-index explanation.
What do the synthetic examples show?+−
They provide an actual synthetic governance statement, a quantitative member composition table and a committee membership matrix. Use the structure only; replace every fact with supported organization-specific data.
What should the evidence pack contain?+−
Use governance-specific evidence: constitutional documents, the complete committee register and terms, member and committee registers, appointment and classification records, independence tests, declarations, diversity methodology, skills evidence, representation records and approval.
Are the assurance checks prescribed by GRI 2-9?+−
No. They are LRA quality-control checks designed to test the official requirements; they are not assurance claims prescribed by GRI 2-9.
How should I use the real-report examples?+−
Use the ‘How companies report GRI 2-9 in practice’ cards to open the cited report pages and compare coverage by datapoint. They are evidence-led reviews, not complete templates or endorsements.
How this library is built
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63171 pages with page-level citations
272 practitioner guides
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