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GRI Training Partner GRI 2 · General Disclosures · Disclosure GRI 2-10

Nomination and selection of the highest governance body

GRI 2-10 · mandatory · narrative disclosure

GRI 2-10 has two requirements. First, describe the nomination and selection processes for the highest governance body and its committees. Second, describe the criteria used to nominate and select members of the highest governance body, including whether and how stakeholder views (including shareholder views), diversity, independence, and competencies relevant to the organization’s impacts are considered.

Disclosure focus

Use the actual highest governance body under the legal structure, not a universal assumption that it is called the board. In a two-tier system, include both tiers where together they form the highest governance body. This is a governance-process disclosure, so do not create a boundary by sites, regions, subsidiaries or local boards.

For the first requirement, show the route from nomination through assessment and recommendation to final election, selection or appointment. Cover the highest governance body and every one of its committees, and distinguish who nominates, who assesses, who recommends and who makes the final decision. Reappointment and removal can be useful context where they are part of the standing process.

The four criteria in the second requirement apply to nomination and selection of members of the highest governance body. Do not automatically present them as mandatory criteria for committee appointments. If the organization applies criteria to committee appointments too, report that as supplementary context and label it clearly.

For each criterion, ‘whether and how’ is one requirement: give a direct yes or no, then explain the mechanism if it is used. A criterion that is not used is a reportable answer, not a reason for omission. If required information cannot be reported, identify the affected requirement in the GRI content index and use a permitted reason for omission.

Stakeholder views can enter through nomination rights, shareholder voting, cumulative voting, formal stakeholder representation or documented engagement feedback. GRI 2-10 does not require a separate consultation exercise, but the route into the nomination or selection decision must be clear.

Keep the exact concept of diversity, name the dimensions the organization uses, and explain how they affect the candidate specification, search, longlist, shortlist, assessment or recommendation. Do not replace the process criterion with current composition statistics.

For independence, identify the statutory, listing or internal definition used. Independence means conditions that allow a member to exercise independent judgment free from external influence or conflicts of interest; explain how and when the test is applied.

For competencies, connect the capabilities sought to impacts associated with the organization’s sectors, products and services, and geographic locations. A generic list of leadership, finance or industry experience does not by itself explain competencies relevant to impacts.

Report the standing policy and process even if no nominations, selections or appointments occurred during the reporting period. A note on changes to the process is useful LRA practice but is not a separate GRI 2-10 requirement.

The nine datapoints below are an LRA operational decomposition of the two requirements in Disclosure 2-10. They are not nine separate GRI requirements.

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

Prepare

What to collect before drafting

Tick each field as the evidence lands. Owners are the teams that usually hold the source files.

  • Nomination and selection processes for the highest governance body and its committees

    Company Secretariat / Legal

    Identify the actual highest governance body (both tiers where applicable) and describe nomination, assessment, recommendation and final selection or election for its members, plus the appointment process for every committee.

    Evidence constitutional documents; nomination policy; committee terms of reference; succession plan; nomination and appointment minutes

    Watch for Only the final appointing authority is named, or committees and a second governance tier are omitted.

  • Whether stakeholder views, including shareholder views, are considered

    Company Secretariat / Investor Relations

    State whether views of stakeholders, including shareholders, are considered when members of the highest governance body are nominated and selected. If they are not used, say so directly.

    Evidence nomination policy; shareholder rights; stakeholder representation rules; engagement records; nomination papers

    Watch for Silence is treated as meaning the criterion was considered, or shareholder views are confused with all stakeholder views.

  • How stakeholder views, including shareholder views, are considered

    Nomination Committee / Investor Relations

    Explain the route by which stakeholder and shareholder views affect nomination or selection, such as nomination rights, voting, representation or documented engagement feedback.

    Evidence nomination and voting records; engagement summaries; candidate specification; shortlist and recommendation papers

    Watch for Generic stakeholder engagement is cited without showing a route into nomination or selection.

  • Whether diversity is considered

    Nomination Committee / People or DEI lead

    State whether diversity is considered when members of the highest governance body are nominated and selected. If it is not used, say so directly.

    Evidence board diversity policy; nomination criteria; candidate specification; succession plan

    Watch for A statement that the body is diverse is substituted for the selection criterion.

  • How diversity is considered

    Nomination Committee / Company Secretariat

    Name the diversity dimensions used and explain how they shape the candidate specification, search, shortlist, assessment or recommendation.

    Evidence longlist and shortlist criteria; skills and diversity matrix; nomination committee papers; recommendation record

    Watch for Dimensions are named but there is no evidence that they affected any stage of the process.

  • Whether independence is considered

    Company Secretariat / Legal

    State whether independence is considered when members of the highest governance body are nominated and selected. If it is not used, say so directly.

    Evidence applicable law or listing rules; independence policy; candidate declarations; conflict register

    Watch for The current number of independent members is substituted for whether independence is a selection criterion.

  • How independence is considered

    Nomination Committee / Legal

    Define the statutory, listing or internal independence test used and explain when, by whom and with what evidence it is applied.

    Evidence independence questionnaire and assessment; legal review; nomination committee minutes; recommendation paper

    Watch for Different statutory, listing and internal definitions are blended, or the test is performed only after appointment.

  • Whether competencies relevant to the organization’s impacts are considered

    Nomination Committee / Sustainability lead

    State whether competencies relevant to the organization’s impacts are considered when members of the highest governance body are nominated and selected. If they are not used, say so directly.

    Evidence impact assessment; skills matrix; succession plan; candidate specification; nomination criteria

    Watch for Generic leadership or finance experience is substituted for competencies relevant to impacts.

  • How competencies relevant to the organization’s impacts are considered

    Nomination Committee / Sustainability lead

    Connect the competencies sought to impacts associated with the organization’s sectors, products and services, and geographic locations, and explain how gaps affect the search and decision.

    Evidence impact-to-competency mapping; candidate assessments; shortlist; nomination committee minutes; recommendation paper

    Watch for A skills matrix is cited without linking skills to sector-, product- or geography-related impacts or to the selection decision.

Before you start

  • Which body or two tiers constitute the actual highest governance body under the legal structure?
  • Have you listed every committee of that body and its appointment route?
  • Can you distinguish nomination, assessment, recommendation and final election, selection or appointment?
  • For highest-governance-body members, can you answer whether and how each of the four criteria is used?
  • Can you trace impact-related competencies to sector-, product-, service- and geography-related impacts?
  • If no appointment occurred, have you still documented the standing process?
+ Show GRI 2-10 sub-elements (LRA working checklist)

How to prepare it

Confirm from constitutional documents which body or bodies constitute the highest governance body; include both tiers where applicable.
List every committee of the highest governance body and map the standing appointment process for the body and each committee.
Separate nomination, assessment, recommendation and final selection, election or appointment, recording the responsible party and evidence at each stage.
For members of the highest governance body, answer whether and how each of the four criteria is used: stakeholder views, diversity, independence and competencies relevant to impacts.
Map impact-related competencies to impacts associated with sectors, products and services, and geographic locations; distinguish these from generic business skills.
Draft from the standing process even if no appointment occurred, distinguish a criterion not used from information unavailable, and add any permitted reason for omission to the GRI content index.
Reconcile the narrative to policies, committee papers, nomination or election records and approvals; treat any process-change note as optional context.

Request the data

Request highest-governance-body nomination and selection records

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

What is our standing route for nominating and selecting members of the highest governance body and appointing its committee members, and whether and how do the four GRI 2-10 criteria affect body-member selection?

Use the organization’s legal names for each governance body, tier, committee and decision-maker. Do not request site, region or entity population data for this governance-process disclosure.

Weak request

Please provide the GRI 2-10 disclosure.

Why it fails: It asks for drafted framework language, not the legal structure, process stages, decision rights and evidence needed to verify the disclosure.

Better request

Please provide the standing nomination and selection process for the actual highest governance body and every committee, plus whether and how the four criteria affect selection of body members and the records supporting each answer.

Formal email template
Subject: GRI 2-10 nomination and selection records for [period]

Hi [name/team],

Please provide the legal governance structure identifying our highest governance body (including both tiers where applicable), the complete committee register, and the standing process in force during [period] for nomination, assessment, recommendation and final selection, election or appointment of body members and appointment of committee members.

For members of the highest governance body, please state whether and how the process considers: stakeholder views including shareholder views; diversity; independence; and competencies relevant to our impacts. Please attach the policy, terms of reference, succession plan, candidate or decision records, and approvals. If a criterion is not used, say so directly. If no appointment occurred, still provide the process in force.

Thanks,
[preparer name]
Short Teams / Slack version
Please send the legal governance map, full committee register and standing nomination-to-appointment process for [period]. For highest-governance-body members, include whether and how the four GRI 2-10 criteria are used, plus supporting records. A criterion not used should be stated directly.

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

We identify the highest governance body from our legal structure and describe the standing nomination and selection processes for it and its committees. For members of the highest governance body, we state whether and how stakeholder views, diversity, independence and competencies relevant to our impacts are considered.

Context note

Where the organization has a two-tier structure, both tiers are covered. Criteria applied voluntarily to committee appointments are identified as supplementary context.

Fluctuation statement

Optional LRA context: state whether the standing process changed during the period. This is not a separate GRI 2-10 requirement.

Content index entry

GRI 2-10 Nomination and selection of the highest governance body — [location / page] / [reason for omission, if applicable]

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Preparation tools & forms

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Check

For each claim, check the evidence

  • The actual highest governance body is identified from the legal governance structure.

    Risk A familiar board label is assumed without checking where ultimate authority sits.

    Evidence to check constitutional documents and governance framework

  • Both tiers are covered where the highest governance body is split across a two-tier structure.

    Risk Only the supervisory or management tier is reported.

    Evidence to check constitutional documents and governance structure map

  • The process covers the highest governance body and every one of its committees.

    Risk Committee appointments are omitted or blended into the body-level process.

    Evidence to check committee register, terms of reference and appointment records

  • Nomination, assessment, recommendation and final selection, election or appointment are distinguished.

    Risk The report names the final authority but not the preceding process or decision rights.

    Evidence to check nomination policy, process map and minutes

  • The account describes the standing process in force even when no appointment occurred in the reporting period.

    Risk No disclosure is made because there were no vacancies or appointments.

    Evidence to check current policy, succession plan and approval history

  • Whether stakeholder views, including shareholder views, are considered is stated explicitly.

    Risk Generic engagement language or silence is used instead of a direct answer.

    Evidence to check nomination policy and shareholder or stakeholder rights records

  • The route by which stakeholder or shareholder views enter the decision is described accurately.

    Risk Engagement activity is presented without evidence that it informed nomination or selection.

    Evidence to check engagement summary, nomination rights, voting records and decision papers

  • Whether diversity is considered is stated, and the dimensions used are named.

    Risk Current composition or an aspiration is substituted for the selection criterion.

    Evidence to check diversity policy, candidate specification and succession plan

  • How diversity affects the search, shortlist, assessment or recommendation is supported.

    Risk Dimensions are listed without a decision mechanism.

    Evidence to check longlist, shortlist, matrix and nomination committee papers

  • Whether independence is considered is stated using the applicable definition.

    Risk The report mixes legal, listing and internal tests or only reports current composition.

    Evidence to check independence policy, listing rules and candidate declarations

  • How and when independence is assessed, by whom, and against which evidence is described.

    Risk A later annual check is presented as the nomination-stage process.

    Evidence to check questionnaire, legal review, committee minutes and recommendation

  • Whether competencies relevant to impacts are considered is stated.

    Risk Generic business expertise is presented as impact-relevant competence.

    Evidence to check impact assessment, skills matrix and nomination criteria

  • Impact-related competencies are connected to sectors, products and services, and geographic locations.

    Risk The link between impacts, skill gaps and candidate selection is missing.

    Evidence to check impact-to-competency map, candidate assessment and recommendation

  • A criterion that is not used is reported directly, while unavailable required information follows the permitted reason-for-omission route.

    Risk A negative answer is treated as an omission, or unavailable information is silently left out.

    Evidence to check GRI content index, owner confirmation and omission approval

Evidence pack to prepare

Common reporting gaps

  • Calling a familiar board the highest governance body without checking the legal structure or both tiers.
  • Naming only the final appointing authority instead of the full nomination, assessment, recommendation and selection route.
  • Describing the highest governance body but omitting how its committees are appointed.
  • Applying the four member-selection criteria to committee appointments as though GRI expressly required it.
  • Using silence for a criterion that is not used instead of giving a direct answer.
  • Citing generic stakeholder engagement without showing how views enter nomination or selection.
  • Reporting current diversity or independence composition instead of the selection criteria and mechanisms.
  • Listing diversity dimensions without showing how they affect the process.
  • Blending statutory, listing and internal independence definitions.
  • Using generic leadership or finance skills without linking competencies to impacts.
  • Omitting the disclosure because no appointments took place during the period.
  • Treating a negative answer as a reason for omission, or leaving unavailable information out without the GRI content-index route.

Where drafts go wrong

Mistakes to avoid and where judgement is needed

The left column is what preparers get wrong while collecting; the right column is where you will have to make and explain a judgement.

Mistakes to avoid

  • Wrong governance bodyThe board label is assumed without checking the legal structure or both tiers.
  • Committees omittedThe body-member process is documented but committee appointments are not.
  • Stages collapsedNomination, assessment, recommendation and final decision are presented as one step.
  • Criteria overextendedThe four criteria are presented as mandatory for committee appointments rather than for members of the highest governance body.
+ Show 5 more

Judgement needed

  • Two-tier structureCover both tiers where together they form the highest governance body and explain the separate decision rights.
  • Ex officio or statutory membersExplain the legal route and any criteria that do or do not apply instead of forcing them into a standard candidate process.
  • Controlling shareholder or public authorityDescribe nomination and appointment rights accurately and distinguish them from broader stakeholder views.
  • No appointments in the periodReport the standing process in force and do not invent a current-year case study.
+ Show 3 more

Examples

How it reads on the page

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

Illustrative (synthetic) example — Renewable energy developer

This is a synthetic example only. The Board of Directors is our highest governance body. Shareholders may propose candidates under the articles; the Nomination Committee assesses candidates, recommends a slate to the Board, and shareholders elect directors at the annual general meeting. The Board appoints members of its four standing committees after considering the Nomination Committee’s recommendation.

For Board candidates, shareholder views enter through nomination and voting rights and documented investor feedback considered when the candidate specification is set. Diversity is considered through gender, ethnicity, nationality, age and professional background in the search brief and shortlist review. Independence is tested against listing rules and our stricter conflicts policy before recommendation. The skills-gap review maps climate transition, biodiversity, community and worker-safety impacts to the capabilities sought in each search. These four criteria apply to Board-member selection; criteria used for committee allocation are supplementary.

StageResponsible partyProcess
NominationShareholders / Nomination CommitteeCandidates proposed under the articles and succession plan
AssessmentNomination CommitteeCandidate evidence tested against the four disclosed criteria
RecommendationNomination Committee to BoardSlate and rationale submitted
ElectionShareholders at AGMDirectors elected
Committee appointmentBoardCommittee members appointed after committee recommendation

Shows the highest governance body, distinct nomination-to-election stages, committee appointment, and the four whether-and-how criteria without extending the GRI requirement to committee members.

Illustrative (synthetic) example — Two-tier food manufacturer

This is a synthetic example only. Under our legal structure, the Supervisory Board and Management Board together constitute the highest governance body. Shareholders elect Supervisory Board members from candidates assessed by its Nomination Committee; the Supervisory Board appoints Management Board members after succession and candidate assessment. Each tier appoints members of its own committees under the applicable terms of reference.

For candidates to either tier, shareholder views enter through proposal and voting rights, while workforce views enter through reserved representation. Diversity dimensions shape the longlist and shortlist. Independence is tested for relevant Supervisory Board candidates under law, listing rules and our policy. Our skills matrix maps food safety, agricultural sourcing, packaging, labour and water impacts to gaps used in candidate specifications. Committee-allocation criteria are disclosed separately as supplementary information.

AppointmentNomination / assessmentFinal decision
Supervisory BoardNomination Committee assesses candidatesShareholders elect
Management BoardSupervisory Board succession and candidate assessmentSupervisory Board appoints
CommitteesTerms of reference and tier-level reviewRelevant tier appoints

Shows how to cover both tiers, keep committee appointment distinct, and apply the four criteria to members of the highest governance body.

Quality ladder

  • Basic

    We identify the highest governance body and describe the nomination and selection processes for it and its committees, then answer whether each of the four criteria is used for body-member selection.

  • Better

    We distinguish each process stage and decision right, explain how each used criterion enters candidate search or assessment, and support every statement with current governance records.

  • Best

    We cover both tiers where applicable and every committee, map impacts to competencies, distinguish committee context from body-member criteria, report negative answers directly, and document the standing process even when no appointment occurred.

Check your understanding

Scenarios to work through

The report says shareholders appoint directors and says nothing about committees.

QIs this enough?
Reveal model answer →

A two-tier company reports only the Supervisory Board.

QWhat should change?
Reveal model answer →

The organization does not use wider stakeholder views in nomination but shareholders vote.

QHow should it report this?
Reveal model answer →

The skills matrix lists finance, strategy and leadership only.

QDoes this address impact-relevant competencies?
Reveal model answer →

No director or committee appointment occurred during the reporting period.

QCan the disclosure be omitted?
Reveal model answer →

Real reports

How 3 companies report it

Examples of full and partial reporting practice. These are evidence-led reviews, not exact disclosure templates to copy.

Real published reports

Interconexión Eléctrica S.A. E.S.P.

Reviewed

Electric Utilities / IPP / Energy Traders · Colombia · 2024 · p.30 ↗

ISA’s report identifies its Board and committees and its GRI index points to governance sources including the Corporate Governance Report, Code, stakeholder material, succession policy, independence provisions and a skills matrix. Those cross-references provide relevant evidence trails, but the report pages reviewed do not consolidate the full nomination-to-selection process or clearly show each of the four whether-and-how criteria. Coverage is therefore graded conservatively and each referenced source should be checked at element level.

Cogna Educação S.A.

Reviewed

Education Services · Brazil · 2024 · p.135 ↗

Cogna describes the Board as the highest governance body, shareholder election and removal, committee appointments and terms, and a Nomination Policy covering the Board, committees and Executive Board. It names broad candidate qualifications, detailed diversity dimensions and an independence declaration against Novo Mercado criteria. Shareholder views are visible through election rights, but a route for wider stakeholder views is not clear. Diversity is encouraged rather than tied to every decision, and competencies are not clearly connected to the organization’s impacts, so those how-elements remain partial.

LIXIL Corporation

Reviewed

Building Products · Japan · 2025 · p.211 ↗

LIXIL’s GRI index links GRI 2-10 to governance information, while its Corporate Governance General Policy describes Board and committee appointment routes, Nomination Committee review, candidate criteria, a skills matrix, detailed diversity dimensions and independence criteria. The policy notes stakeholder and minority-shareholder perspectives, but their direct route into nomination decisions is not fully explicit. Knowledge and experience are assessed, yet the link to impacts associated with sectors, products or locations is not clear; those elements are graded partial.
FieldInterconexión Eléctrica S.A. E.S.P.Cogna Educação S.A.LIXIL Corporation
Nomination and selection processes for the highest governance body and its committeesPartialNot foundNot found
Whether stakeholder views, including shareholder views, are consideredPartialPartialPartial
How stakeholder views, including shareholder views, are consideredPartialPartialPartial
Whether diversity is consideredPartialNot foundNot found
How diversity is consideredPartialPartialPartial
Whether independence is consideredPartialNot foundNot found
How independence is consideredPartialNot foundNot found
Whether competencies relevant to the organization’s impacts are consideredPartialPartialPartial
How competencies relevant to the organization’s impacts are consideredPartialPartialPartial

Full evidence map with quotes and page numbers →

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FAQ

Questions this page answers

What does GRI 2-10 require?+
Do the four criteria apply to committee appointments?+
What if the organization has a two-tier governance system?+
Must we consult stakeholders separately for GRI 2-10?+
What if one of the four criteria is not used?+
Do we report GRI 2-10 if nobody was appointed this year?+
How should competencies relevant to impacts be explained?+
Why are there nine datapoints on this page?+
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How should I use the workbook?+
Are the example disclosures real company claims?+
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