Chair of the highest governance body

Objet de l’information

Disclosure 2-11 requires an organization to report whether the chair of its highest governance body is also a senior executive in the organization. The disclosure does not require the organization to name the individual, although it may do so or cross-reference its governance information.

A senior executive is a high-ranking member of the organization’s management, such as the Chief Executive Officer or an individual reporting directly to the CEO or the highest governance body. The assessment should therefore consider the chair’s actual management position, reporting line and responsibilities, rather than relying only on a job title or on whether the chair manages day-to-day operations.

If the chair is not a senior executive, a clear statement to this effect is sufficient for Disclosure 2-11.

If the chair is also a senior executive, the organization must explain:

1. the chair’s function within the organization’s management;2. the reasons for combining the chair and senior executive roles;3. how conflicts of interest arising from the arrangement are prevented and mitigated.

The highest governance body is the governance body with the highest authority in the organization. The term “Board Chair” should be used only where the Board is the organization’s highest governance body. Where the organization has a two-tier or another non-standard governance structure, the organization should explain the structure and identify the chair or chairs relevant to this disclosure.

If the chair or the chair’s senior executive status changed during the reporting period, the organization should describe the relevant periods and arrangements where this is necessary to avoid a misleading statement. This is an LRA preparation recommendation and not an additional requirement of GRI 2-11.

Reasons for omission are permitted for Disclosure 2-11. Where the organization cannot report a required item, it must identify the affected requirement and provide an applicable reason for omission and the required explanation in its GRI content index.

Ce support pédagogique LRA aide à préparer l’information. Pour les exigences exactes, reportez-vous toujours à la source officielle GRI.