GRI 2: General Disclosures·Disclosure GRI 2-9
Governance structure and composition
Practical guidance for preparing this disclosure. Use this card to identify the information to prepare, verify claims and organise supporting evidence. For exact requirements, always refer to the official GRI source.
Published passport
Last reviewed 2026-07-18
Reviewed by
Dr Ross KurinkoLinkedIn
Strategic ESG Advisor · IFRS S1 & S2 / GRI / ESRS expert
GRI Certified Global Trainer · PhD, University of Cambridge · ESG-AI expert
15+ years on FTSE 100 & Fortune Global 500 disclosures
Canary Wharf, London
LRA educational guidance · Not issued or endorsed by GRI
Standard
GRI 2: General Disclosures
Disclosure GRI 2-9
Last reviewed
2026-07-18
LRA educational guidance · Not issued or endorsed by GRI
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
Before you start
A quick mental checklist before you prepare this disclosure — tick each as you settle it.
Preparation
Key information to prepare
| Preparation field | What to capture | Evidence hint | Owner |
|---|---|---|---|
| Governance structure and all committees of the highest governance body | 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. | Constitutional documents, governance charter, organization chart and complete committee register. | Company Secretariat / Legal |
| Committees responsible for impact-related decision-making and oversight | 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. | Terms of reference for all committees, delegated-authority matrix and approved governance map. | Company Secretariat / Sustainability Governance |
| Executive and non-executive composition | 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. | Member register, committee membership matrix and formal classification records. | Company Secretariat / Legal |
| Independence composition and criteria | 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. | Independence assessments, declarations, board register and applicable statutory or listing criteria. | Company Secretariat / Nominations |
| Tenure of members | 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. | Appointment and resignation records, tenure schedule and committee membership register. | Company Secretariat / Board Affairs |
| Exact number of other significant positions and commitments held by each member | 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. | Member declarations, annual questionnaires, conflict register and external-commitment schedule. | Company Secretariat / Nominations |
| Nature of other significant positions and commitments | 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. | Member declarations, biographies, questionnaires and external-commitment schedule. | Company Secretariat / Nominations |
| Composition by gender | 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. | Member self-identification records, governance register and approved aggregated diversity schedule. | Company Secretariat / People Analytics |
| Composition by under-represented social groups | 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. | Approved methodology, relevant population data, member self-identification records and privacy review. | Company Secretariat / DEI / Legal |
| Competencies relevant to the organization’s impacts | 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. | Board skills matrix, reviewed self-assessment, biographies, qualifications and experience records. | Company Secretariat / Sustainability Governance |
| Stakeholder representation | 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. | Constitutional documents, nomination records, member register and stakeholder-representation mandates. | Company Secretariat / Stakeholder Governance |
How to prepare it
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.
Formal email template
Subject: GRI 2-9 governance structure and composition for [reference date] Dear [name/team], Please provide the governance structure in effect at [reference date], identifying the highest governance body and all its committees. Where supervision and management are separated, include both tiers. Indicate separately which committees are responsible for decision-making on and overseeing the management of the organization’s impacts on the economy, environment, and people. For the highest governance body and each committee, provide the member list and: executive or non-executive status; independence and criteria used; appointment date and tenure; exact number and nature of other significant positions and commitments; gender; representation of under-represented social groups; competencies relevant to impacts; and stakeholder representation, including its basis and voting rights. Please distinguish formal members from observers and advisers. Please identify any element that does not exist and any information that is unavailable or subject to legal or confidentiality restrictions, with the affected requirement and supporting explanation. Include source references and reviewer approval. Many thanks, [preparer name]
Short Teams / Slack version
Please provide the highest governance body and all committee records for [reference date], identify the impact-related committees, and complete the member/committee matrix across all eight GRI 2-9 characteristics. State absent elements and any information requiring a formal reason for omission.
Industry examples
Listed manufacturing group
Context. A one-tier board has five standing committees.
Adapted request. Provide all five committee terms, identify the impact-related subset and complete the member-by-committee composition matrix with exact significant-commitment counts.
Example response. The secretariat returns the board register, five committee lists, impact-responsibility flags, member characteristics and source references.
Member-owned financial services
Context. A member-elected representative and non-member observers attend governance meetings.
Adapted request. Confirm formal membership, stakeholder group, nomination basis and voting rights; list observers separately and complete the remaining composition characteristics.
Example response. The response distinguishes the voting member representative from observers and engagement channels and retains the appointment documents.
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].Download Centre
Preparation tools & forms
Professional preparation tools for GRI 2-9 — free with an LRA Community membership. Register once (it's free) and every download unlocks, together with the Disclosure Library, templates and the LRA AI Assistant.
Assurance readiness
For each claim, check the evidence
| Claim | Risk | Evidence to check |
|---|---|---|
| The highest governance body is identified from the organization’s actual and legal governance structure. | The wrong body is treated as the highest authority. | Constitutional documents, governance charter and legal review. |
| Both tiers are included where supervision and management are separated. | One tier of a two-tier highest governance body is omitted. | Governance chart, constitutional documents and member registers for both tiers. |
| The governance structure includes all committees of the highest governance body. | A committee is omitted or a management committee is misclassified. | Complete committee register and terms of reference. |
| Impact-related committees are identified separately. | The complete committee list is confused with the 2-9-b subset. | Committee mandates and delegated-authority matrix. |
| The highest governance body and each committee are described across all eight characteristics. | Committee composition or one characteristic is missing. | Member-by-body composition matrix and disclosure cross-check. |
| Unique members, seats and committee memberships are not mixed. | The same person is counted repeatedly or committee members appear additional to the body. | Unique member ID reconciliation and committee membership matrix. |
| Executive and non-executive status follows an authoritative classification. | A subjective category is applied to mixed roles. | Legal, listing-rule or constitutional classification record. |
| Independence classifications are supported and the criteria are stated. | Independent status is asserted without an applicable test. | Independence assessments, declarations and applicable criteria. |
| Tenure is calculated from verified appointment dates. | Average tenure or inconsistent start dates obscure member service. | Appointment, reappointment and resignation records. |
| Each member has an exact count and description of significant positions and commitments. | Grouped bands or corporate directorships alone understate commitments. | Member declarations, questionnaires and commitment schedule. |
| Gender and under-represented-group data use appropriate sources and protect identification where necessary. | Inferred or overly granular data are inaccurate or expose individuals. | Self-identification data, methodology and privacy review. |
| Competencies are supported by skills, biography or qualification evidence. | Unsupported inference attributes an impact competency to a member. | Skills matrix, reviewed self-assessment, biographies and qualifications. |
| Stakeholder representatives are formal members, while observers are labelled separately. | Engagement, nomination or observer status is presented as representation. | Membership, nomination and representation records including voting rights. |
| Governance elements that do not exist are stated explicitly. | Silence is mistaken for a zero or absence statement. | Approved disclosure and governance registers. |
| Any unmet requirement uses a permitted reason for omission. | Not tracked, immaterial or not applicable is used without the required process. | GRI content index, omission rationale and approval. |
Evidence pack to prepare
Common reporting gaps
Common gaps
Mistakes to avoid when collecting the data
Where judgement is often needed
Examples
Illustrative examples
Synthetic, written by LRA — not from a company report, not text from any standard.
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.
Highest governance body composition at 31 December 2025 (members)
| Member | Executive status / independence | Tenure | Other significant positions | Gender / under-represented group | Impact competencies / stakeholder representation |
|---|---|---|---|---|---|
| A. Morgan | Non-executive / independent | 4 years | 1 — trustee of a national energy-access charity | Woman / Yes — group defined against national senior-leadership population | Energy transition and community impacts / No |
| B. Okafor | Executive / not independent | 3 years | 0 — none | Man / Yes — group defined against national senior-leadership population | Occupational safety and grid resilience / No |
| C. Chen | Non-executive / independent | 6 years | 2 — university chair; public infrastructure advisory council | Woman / No | Climate adaptation and data privacy / Formal consumer representative, voting member |
| D. Patel | Non-executive / independent | 2 years | 1 — director of a biodiversity foundation | Non-binary / No | Biodiversity and human rights / No |
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.
Committee membership and impact-responsibility matrix (memberships)
| Committee | Formal members | Unique members | Impact decision / oversight | Non-member participants |
|---|---|---|---|---|
| Audit and Risk | A. Morgan; C. Chen; D. Patel | 3 | Yes — product safety, supply-chain and enterprise impact risks | Chief Audit Officer — adviser, no vote |
| Nomination | A. Morgan; D. Patel | 2 | No | None |
| Remuneration | C. Chen; D. Patel | 2 | No | People Director — adviser, no vote |
| Sustainability | A. Morgan; B. Okafor; C. Chen | 3 | Yes — climate, human rights and community impacts | Worker observer — no formal membership or vote |
Company reports
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.
Ask the Study Studio AI Assistant about this disclosure
Get practical answers for your reporting context. Your first two answers are free — join LRA Community for free to continue without a limit.
Check your understanding
Scenarios to work through
The draft lists a board, Audit Committee and Remuneration Committee but does not show how the governance structure fits together.
The highest governance body has four committees, but only Sustainability makes decisions on and oversees impact management.
Ten people sit on the highest governance body and those same people hold 14 memberships across four committees.
One member sits on two other boards and chairs a charity; another has no other commitments.
Framework references
Relevant GRI requirements and related disclosures
Available framework references and nearby disclosures relevant to preparing this requirement.
GRI
GRI 2-9
within GRI 2: General Disclosures
Related & explore
More in GRI 2 → Browse full catalogue → Disclosure Library home → Search all disclosures →
FAQ
Questions this page answers
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.
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.
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.
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.
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.
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.
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.
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.
No. They are LRA quality-control checks designed to test the official requirements; they are not assurance claims prescribed by GRI 2-9.
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.
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