Role of the highest governance body in overseeing the management of impacts

Disclosure focus

Disclosure 2-12 requires an organization to describe the respective roles of its highest governance body and senior executives in developing, approving and updating the organization’s purpose, value or mission statements, strategies, policies and goals related to sustainable development.

The organization must also describe the role of the highest governance body in overseeing due diligence and other processes used to identify and manage the organization’s impacts on the economy, environment, and people. Due diligence is the process used to identify, prevent, mitigate and account for how the organization addresses its actual and potential negative impacts.

The disclosure must explain whether and how the highest governance body engages with stakeholders to support these processes. Where stakeholder engagement is delegated, the organization can explain to whom it is delegated and how the resulting stakeholder feedback is provided to the highest governance body. Direct engagement by the highest governance body is not mandatory, but the organization must report the actual arrangement accurately.

The organization must describe how the highest governance body considers the outcomes of its due diligence and other impact-identification and management processes. This can include how outcomes are reviewed, discussed, challenged, approved, escalated or used to determine priorities and follow-up actions.

The organization must also describe the role of the highest governance body in reviewing the effectiveness of these due diligence and impact-management processes and report the frequency of this effectiveness review. The required frequency is not the general frequency of Board or committee meetings, but the frequency with which the effectiveness of the relevant processes is reviewed.

Senior executives are explicitly included in Disclosure 2-12-a. Disclosures 2-12-b and 2-12-c focus on the role of the highest governance body. Where committees or management bodies perform work on its behalf, the organization should explain the delegation, division of responsibilities and reporting route to the highest governance body.

The disclosure should not be limited only to impacts already classified as significant or material. It should describe governance oversight of the organization’s processes for identifying and managing impacts on the economy, environment, and people.

Reasons for omission are permitted for Disclosure 2-12. If a specified process or practice does not exist, the organization should report this explicitly. Where required information exists but cannot be reported, the organization must identify the affected requirement and provide an applicable reason for omission and the required explanation in its GRI content index.

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