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GRI Training Partner GRI 2 · General Disclosures · Disclosure GRI 2-12

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

GRI 2-12 · mandatory · narrative disclosure

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.

Start preparing ↓ Official GRI source ↗

Disclosure focus

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.

Prepare

What to collect before drafting

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

  • Governance and executive roles

    Company Secretariat / Governance

    Describe the respective roles in developing, approving and updating purpose, value or mission statements, strategies, policies and goals related to sustainable development.

    Evidence Dated source records, governance papers and approval evidence supporting governance and executive roles.

    Watch for The published response for governance and executive roles is incomplete or does not match the supporting records.

  • Oversight of due diligence

    Company Secretariat / Governance

    Describe how the highest governance body oversees due diligence and other impact-management processes.

    Evidence Dated source records, governance papers and approval evidence supporting oversight of due diligence.

    Watch for The published response for oversight of due diligence is incomplete or does not match the supporting records.

  • Stakeholder engagement

    Company Secretariat / Governance

    State whether and how the highest governance body engages with stakeholders, directly or through delegated arrangements.

    Evidence Dated source records, governance papers and approval evidence supporting stakeholder engagement.

    Watch for The published response for stakeholder engagement is incomplete or does not match the supporting records.

  • Consideration of outcomes

    Company Secretariat / Governance

    Explain how the highest governance body considers outcomes from the processes.

    Evidence Dated source records, governance papers and approval evidence supporting consideration of outcomes.

    Watch for The published response for consideration of outcomes is incomplete or does not match the supporting records.

  • Effectiveness review

    Company Secretariat / Governance

    Describe the highest governance body's role in reviewing process effectiveness.

    Evidence Dated source records, governance papers and approval evidence supporting effectiveness review.

    Watch for The published response for effectiveness review is incomplete or does not match the supporting records.

  • Frequency of effectiveness review

    Company Secretariat / Governance

    State how often that effectiveness review occurs.

    Evidence Dated source records, governance papers and approval evidence supporting frequency of effectiveness review.

    Watch for The published response for frequency of effectiveness review is incomplete or does not match the supporting records.

Before you start

  • Cover impacts on the economy, environment, and people; do not limit the disclosure to impacts already classified as significant or material.
  • Separate senior executives' role under 2-12-a from the highest governance body's roles under 2-12-b and 2-12-c.
  • Have the supporting records and the final response been reconciled?
＋ Show GRI 2-12 sub-elements (LRA working checklist)

How to prepare it

Cover impacts on the economy, environment, and people; do not limit the disclosure to impacts already classified as significant or material.
Collect and reconcile the records for: Governance and executive roles; Oversight of due diligence; Stakeholder engagement; Consideration of outcomes; Effectiveness review; Frequency of effectiveness review.
Separate senior executives' role under 2-12-a from the highest governance body's roles under 2-12-b and 2-12-c.
Draft the response using the defined terms shown in the disclosure focus; do not substitute broader internal labels.
Review the final wording against every requirement and the supporting governance or data records before sign-off.

Request the data

Request the disclosure evidence

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

Provide the roles, process records and review evidence covering development and approval, due-diligence oversight, stakeholder engagement, consideration of outcomes, effectiveness review and its frequency.

Use the organisation's own role and document names, but preserve the defined GRI terms and the scope described above.

Better request

Provide the roles, process records and review evidence covering development and approval, due-diligence oversight, stakeholder engagement, consideration of outcomes, effectiveness review and its frequency.

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

Distinguish governance oversight from operational management and preserve the defined term due diligence.

Context note

Explain delegated committee or stakeholder-engagement arrangements and the reporting route to the highest governance body.

Download Centre

Preparation tools & forms

Download preparation tools for GRI 2-12 with free verified email access for 24 hours. Source-report links remain public.

Free · Email access
01XLSPrep & Assurance workbookDatapoints, risks, evidence to check, owner and evidence pack.Get it free ↧ 02XLSData-request packRequest email, message template, response fields and sign-off structure.Get it free ↧ 03PDFLibrary CardPrintable one-page summary of this disclosure card.Get it free ↧

Check

For each claim, check the evidence

  • Governance and executive roles is reported accurately and completely.

    Risk The response omits, misclassifies or overstates governance and executive roles.

    Evidence to check Dated source records, governance papers and approval evidence supporting governance and executive roles.

  • Oversight of due diligence is reported accurately and completely.

    Risk The response omits, misclassifies or overstates oversight of due diligence.

    Evidence to check Dated source records, governance papers and approval evidence supporting oversight of due diligence.

  • Stakeholder engagement is reported accurately and completely.

    Risk The response omits, misclassifies or overstates stakeholder engagement.

    Evidence to check Dated source records, governance papers and approval evidence supporting stakeholder engagement.

  • Consideration of outcomes is reported accurately and completely.

    Risk The response omits, misclassifies or overstates consideration of outcomes.

    Evidence to check Dated source records, governance papers and approval evidence supporting consideration of outcomes.

  • Effectiveness review is reported accurately and completely.

    Risk The response omits, misclassifies or overstates effectiveness review.

    Evidence to check Dated source records, governance papers and approval evidence supporting effectiveness review.

  • Frequency of effectiveness review is reported accurately and completely.

    Risk The response omits, misclassifies or overstates frequency of effectiveness review.

    Evidence to check Dated source records, governance papers and approval evidence supporting frequency of effectiveness review.

Evidence pack to prepare

Common reporting gaps

  • Limiting the disclosure to significant impacts.
  • Calling every governance body the Board.
  • Treating operational due diligence as work performed by the highest governance body.
  • Assuming stakeholder engagement must be direct.
  • Reporting meeting frequency instead of effectiveness-review frequency.
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Framework references

Relevant GRI requirements and related disclosures

GRI

GRI 2-12

within GRI 2: General Disclosures

Open official source →

Guides that settle this question

Board Responsibilities for GRI Reporting: Material Topics, Oversight and Final Approval →GRI 2-5 External Assurance Explained: assurance policy, scope, level, provider independence, limitations and disclosure checklist →GRI 2: General Disclosures 2021 — Complete Guide and Common Reporting Errors →GRI Sector Standards for Diversified Groups: When More Than One Standard Applies →

Related & explore

Organizational details → CardNomination and selection of the highest governance body → CardChair of the highest governance body → CardDelegation of responsibility for managing impacts → CardRole of the highest governance body in sustainability reporting → CardBrowse all disclosures →

More in GRI 2 →Browse full catalogue →Search all disclosures →

How this library is built 1,211 published reports indexed 315,012 pages with page-level citations 272 published cards in the active catalogue
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