Disclosure focus
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.
Prepare
What to collect before drafting
Tick each field as the evidence lands. Owners are the teams that usually hold the source files.
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Governance structure and all committees of the highest governance body
Company Secretariat / LegalIdentify 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.
Evidence Constitutional documents, governance charter, organization chart and complete committee register.
Watch for The board is assumed to be the highest governance body, one tier or committee is omitted, or subsidiary bodies are mixed into the composition population.
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Committees responsible for impact-related decision-making and oversight
Company Secretariat / Sustainability GovernanceFrom 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.
Evidence Terms of reference for all committees, delegated-authority matrix and approved governance map.
Watch for Only a sustainability committee is listed, or all committees are listed without identifying which ones have the specified impact responsibilities.
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Executive and non-executive composition
Company Secretariat / LegalDescribe 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.
Evidence Member register, committee membership matrix and formal classification records.
Watch for A subjective classification is used or committee memberships are counted as additional people.
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Independence composition and criteria
Company Secretariat / NominationsDescribe 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.
Evidence Independence assessments, declarations, board register and applicable statutory or listing criteria.
Watch for Members are labelled independent without the applicable criterion, assessment date or reconciliation of differing legal and internal tests.
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Tenure of members
Company Secretariat / Board AffairsDescribe 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.
Evidence Appointment and resignation records, tenure schedule and committee membership register.
Watch for Only average tenure or broad bands are reported, or tenure is calculated from an inconsistent date.
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Exact number of other significant positions and commitments held by each member
Company Secretariat / NominationsFor 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.
Evidence Member declarations, annual questionnaires, conflict register and external-commitment schedule.
Watch for Counts are grouped, limited to corporate directorships or omitted for some members.
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Nature of other significant positions and commitments
Company Secretariat / NominationsFor 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.
Evidence Member declarations, biographies, questionnaires and external-commitment schedule.
Watch for A count is provided without the nature of the commitments or the significance criterion.
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Composition by gender
Company Secretariat / People AnalyticsDescribe 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.
Evidence Member self-identification records, governance register and approved aggregated diversity schedule.
Watch for Only a percentage of women is reported, categories do not reconcile to the member list, or outdated inferred data are used.
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Composition by under-represented social groups
Company Secretariat / DEI / LegalDescribe 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.
Evidence Approved methodology, relevant population data, member self-identification records and privacy review.
Watch for A general diversity policy replaces actual composition, or the element is silently omitted because it is not tracked.
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Competencies relevant to the organization’s impacts
Company Secretariat / Sustainability GovernanceDescribe 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.
Evidence Board skills matrix, reviewed self-assessment, biographies, qualifications and experience records.
Watch for Generic finance or leadership skills are presented without a link to impacts, or individual competencies are inferred without evidence.
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Stakeholder representation
Company Secretariat / Stakeholder GovernanceDescribe 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.
Evidence Constitutional documents, nomination records, member register and stakeholder-representation mandates.
Watch for Observers, nominators or engagement channels are misreported as formal stakeholder representation.
Before you start
- Have you identified the highest governance body from the actual legal structure rather than assumed it is a board?
- If supervision and management are separated, have both tiers been included?
- Does the structure map include every committee of the highest governance body?
- Are impact-related committees identified separately from the complete committee list?
- Does the member/committee matrix distinguish unique people, seats and memberships?
- Are all eight composition characteristics supported for the body and each committee?
- Are significant positions and commitments reported by exact count and nature for each member?
- Are absent elements stated and unavailable information handled through a reason for omission?
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
Download preparation tools for GRI 2-9 with free verified email access for 24 hours. Source-report links remain public.
Check
For each claim, check the evidence
The highest governance body is identified from the organization’s actual and legal governance structure.
Risk The wrong body is treated as the highest authority.
Evidence to check Constitutional documents, governance charter and legal review.
Both tiers are included where supervision and management are separated.
Risk One tier of a two-tier highest governance body is omitted.
Evidence to check Governance chart, constitutional documents and member registers for both tiers.
The governance structure includes all committees of the highest governance body.
Risk A committee is omitted or a management committee is misclassified.
Evidence to check Complete committee register and terms of reference.
Impact-related committees are identified separately.
Risk The complete committee list is confused with the 2-9-b subset.
Evidence to check Committee mandates and delegated-authority matrix.
The highest governance body and each committee are described across all eight characteristics.
Risk Committee composition or one characteristic is missing.
Evidence to check Member-by-body composition matrix and disclosure cross-check.
Unique members, seats and committee memberships are not mixed.
Risk The same person is counted repeatedly or committee members appear additional to the body.
Evidence to check Unique member ID reconciliation and committee membership matrix.
Executive and non-executive status follows an authoritative classification.
Risk A subjective category is applied to mixed roles.
Evidence to check Legal, listing-rule or constitutional classification record.
Independence classifications are supported and the criteria are stated.
Risk Independent status is asserted without an applicable test.
Evidence to check Independence assessments, declarations and applicable criteria.
Tenure is calculated from verified appointment dates.
Risk Average tenure or inconsistent start dates obscure member service.
Evidence to check Appointment, reappointment and resignation records.
Each member has an exact count and description of significant positions and commitments.
Risk Grouped bands or corporate directorships alone understate commitments.
Evidence to check Member declarations, questionnaires and commitment schedule.
Gender and under-represented-group data use appropriate sources and protect identification where necessary.
Risk Inferred or overly granular data are inaccurate or expose individuals.
Evidence to check Self-identification data, methodology and privacy review.
Competencies are supported by skills, biography or qualification evidence.
Risk Unsupported inference attributes an impact competency to a member.
Evidence to check Skills matrix, reviewed self-assessment, biographies and qualifications.
Stakeholder representatives are formal members, while observers are labelled separately.
Risk Engagement, nomination or observer status is presented as representation.
Evidence to check Membership, nomination and representation records including voting rights.
Governance elements that do not exist are stated explicitly.
Risk Silence is mistaken for a zero or absence statement.
Evidence to check Approved disclosure and governance registers.
Any unmet requirement uses a permitted reason for omission.
Risk Not tracked, immaterial or not applicable is used without the required process.
Evidence to check GRI content index, omission rationale and approval.
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.
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
- 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.
Judgement needed
- Mergers, acquisitions and disposalsReassess 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 advisersInclude 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 rolesApply law, listing rules, constitutional documents or recognized criteria and disclose the basis where classification is not straightforward.
- Different independence testsDo not depart from mandatory legal criteria. Distinguish statutory, listing-rule and stricter internal assessments where relevant.
- Sensitive diversity dataUse aggregated counts or percentages where appropriate. If even aggregation creates identification risk, apply Confidentiality constraints as a formal reason for omission.
- No representation or committeeA truthful statement that the element does not exist completes the factual disclosure; do not omit it silently.
Examples
How it reads on the page
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.
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 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.
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.
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 |
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.
Quality ladder
- Basic
Our Board has four committees.
- Better
The Board of Directors is our highest governance body and has Audit and Risk, Nomination, Remuneration and Sustainability committees; Audit and Risk and Sustainability are impact-related committees.
- Best
We identify the actual highest governance body and all committees, flag the impact-related subset, and provide a member and committee matrix covering all eight characteristics, exact significant-commitment counts, evidence-based competencies, formal stakeholder representation, absent elements and any reasons for omission.
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.
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.
Interconexión Eléctrica S.A. E.S.P.
Partial
Pulmuone Corporate
Partial
CJ Cheiljedang Corporation
Partial| Field | Interconexión Eléctrica S.A. E.S.P. | Pulmuone Corporate | CJ Cheiljedang Corporation |
|---|---|---|---|
| Governance structure and all committees of the highest governance body | Not found | Not found | Not found |
| Committees responsible for impact-related decision-making and oversight | Not found | Not found | Not found |
| Executive and non-executive composition | Partial | Not found | Not found |
| Independence composition and criteria | Not found | Not found | Not found |
| Tenure of members | Partial | Not found | Not found |
| Exact number of other significant positions and commitments held by each member | Partial | Partial | Not found |
| Nature of other significant positions and commitments | Partial | Partial | Not found |
| Composition by gender | Not found | Not found | Not found |
| Composition by under-represented social groups | Partial | Partial | Partial |
| Competencies relevant to the organization’s impacts | Not found | Not found | Not found |
| Stakeholder representation | Partial | Not found | Not found |
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Advice, not assurance
Framework references
Relevant GRI requirements and related disclosures
GRI
GRI 2-9
within GRI 2: General Disclosures
Guides that settle this question
Related & explore
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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.