Council of theEuropean Union
Brussels, 15 March 2024
(OR. en)6145/24
Interinstitutional File:2022/0051(COD)
DRS 13
SUSTDEV 19
COMPET 117
CODEC 279
NOTE
From:
To:

General Secretariat of the Council
Delegations

No. prev. doc.:

5893/24

Subject:

Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF
THE COUNCIL on Corporate Sustainability Due Diligence and amending
Directive (EU) 2019/1937- Letter to the Chair of the JURI Committee of the European Parliament

Following the Permanent Representative Committee meeting on 15 March 2024 which endorsed thefinal compromise text with a view to agreement, delegations are informed that the Presidency sent
the attached letter, together with its Annexes to the Chair of the European Parliament Committee on
Legal Affairs (JURI).

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6145/24

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2022/0051 (COD)
Proposal for a
DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
on Corporate Sustainability Due Diligence and amending Directive (EU) 2019/1937 andRegulation (EU) 2023/2859(Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty on the Functioning of the European Union, and in particular Article
50(1) and (2), point (g), and Article 114 thereof,
Having regard to the proposal from the European Commission,
After transmission of the draft legislative act to the national parliaments,
Having regard to the opinion of the European Economic and Social Committee1,
Acting in accordance with the ordinary legislative procedure,
Whereas:(1)

As stated in Article 2 of the Treaty on the European Union, the Union is founded on thevalues of respect for human dignity, freedom, democracy, equality, the rule of law andrespect for human rights as enshrined in the EU Charter of Fundamental Rights. Those
core values, that have inspired the Union’s own creation, as well as the universality andindivisibility of human rights, and respect for the principles of the United Nations Charterand international law, should guide the Union’s action on the international scene. Such

1

OJ C , , p. .

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action includes fostering the sustainable economic, social and environmental developmentof developing countries.
(2)

In line with Article 191 of the Treaty on the Functioning of the European Union(TFEU), a high level of protection and improvement of the quality of the environment andpromoting European core values are among the priorities of the Union, as set out in theCommission’s Communication on A European Green Deal2 . These objectives require theinvolvement not only of the public authorities but also of private actors, in particularcompanies.
In its Communication on a Strong Social Europe for Just Transition3 , the Commission(3)committed to upgrading Europe’s social market economy to achieve a just transition tosustainability, ensuring that no-one is left behind. This Directive will also contribute to
the European Pillar of Social Rights, which promotes rights ensuring fair working
conditions. It forms part of the EU policies and strategies relating to the promotion ofdecent work worldwide, including in global value chains, as referred to in the Commission
Communication on decent work worldwide4.
(4)

The behaviour of companies across all sectors of the economy is key to success in theUnion’s sustainability objectives as Union companies, especially large ones, rely on global
value chains. It is also in the interest of companies to protect human rights and theenvironment, in particular given the rising concern of consumers and investors regardingthese topics. Several initiatives fostering enterprises which support value-oriented
transformation already exist on Union5, as well as national6 level.

2

3

4

5
6

Communication from the Commission to the European Parliament the European Council,
the Council, the European Economic and Social Committee and the Committee of theRegion “The European Green Deal” (COM/2019/640 final).
Communication from the Commission to the European Parliament, the Council, theEuropean Economic and Social Committee and the Committee of the Regions – A Strong
Social Europe for Just Transitions (COM/2020/14 final).
Communication from the Commission to the European Parliament, the Council and theEuropean Economic and Social Committee on decent work worldwide for a global justtransition and a sustainable recovery, COM (2022) 66 final.
‘Enterprise Models and the EU agenda’, CEPS Policy Insights, No PI2021-02/ January
2021.
E.g. https://www.economie.gouv.fr/entreprises/societe-mission

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(5)

Existing international standards on responsible business conduct specify that companies
should protect human rights and set out how they should address the protection of theenvironment across their operations and value chains. The United Nations Guiding
Principles on Business and Human Rights7 recognise the responsibility of companies toexercise human rights due diligence by identifying, preventing and mitigating the adverse
impacts of their operations on human rights and by accounting for how they address those
impacts. Those Guiding Principles state that businesses should avoid infringing humanrights and should address adverse human rights impacts that they have caused, contributed
to or are linked with in their own operations, subsidiaries and through their direct andindirect business relationships.

(6)

The concept of human rights due diligence was specified and further developed in theOECD Guidelines for Multinational Enterprises8 which extended the application of due
diligence to environmental and governance topics. The OECD Guidance on Responsible
Business Conduct and sectoral guidance9 are internationally recognised frameworks settingout practical due diligence steps to help companies identify, prevent, mitigate and accountfor how they address actual and potential impacts in their operations, supply chains andother business relationships. The concept of due diligence is also embedded in therecommendations of the International Labour Organisation (ILO) Tripartite Declaration of
Principles concerning Multinational Enterprises and Social Policy.10(6a)All businesses have a responsibility to respect human rights, which are universal,
indivisible, interdependent and interrelated.

7

8
9

10

United Nations’ “Guiding Principles on Business and Human Rights: Implementing theUnited Nations ‘Protect, Respect and Remedy’ Framework”, 2011, available athttps://www.ohchr.org/documents/publications/guidingprinciplesbusinesshr_en.pdf.
OECD Guidelines for Multinational Enterprises, 2011 updated edition, available at
http://mneguidelines.oecd.org/guidelines/.https://mneguidelines.oecd.org/mneguidelines/
OECD Guidance on Responsible Business Conduct, 2018, and sector-specific guidance,
available at https://www.oecd.org/investment/due-diligence-guidance-for-responsiblebusiness-conduct.htm.
The International Labour Organisation’s “Tripartite Declaration of Principles concerning
Multinational Enterprises and Social Policy, Fifth Edition, 2017, available at:https://www.ilo.org/empent/Publications/WCMS_094386/lang--en/index.htm.

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The United Nations’ Sustainable Development Goals11, adopted by all United Nations(7)

Member States in 2015, include the objectives to promote sustained, inclusive andsustainable economic growth. The Union has set itself the objective to deliver on the UN
Sustainable Development Goals. The private sector contributes to those aims.
(7a)

Global value chains, and in particular critical raw materials value chains, are impacted
by detrimental effects of natural or man-made hazards. The frequency and impact ofshocks involving risks to critical value chains are likely to increase in the future. The
private sector could play an important role in promoting sustained, inclusive andsustainable economic growth, while avoiding the creation of imbalances on the internalmarket, underlining the importance of strengthening the resilience of companies toadverse scenarios related to their value chains, taking into account externalities as well
as social, environmental and governance risks.

(8)International agreements under the United Nations Framework Convention on Climate
Change, to which the Union and the Member States are parties, such as the Paris
Agreement under the United Nations Framework Convention on Climate Change
adopted on 12 December 2015 (the ‘Paris Agreement’)12 and the recent Glasgow Climate
Pact13, set out precise avenues to address climate change and keep global warming within
1.5 °C degrees. Besides specific actions being expected from all signatory Parties, the roleof the private sector, in particular its investment strategies, is also considered central toachieve these objectives.
In Regulation (EU) 2021/1119 of the European Parliament and of the Council14, the(9)Union also legally committed to becoming climate-neutral by 2050 and to reducing
emissions by at least 55% by 2030. Both these commitments require changing the way inwhich companies produce and procure. The Commission’s 2030 Climate Target Plan15
models various degrees of emission reductions required from different economic sectors,
11
12
13

14

15

https://www.un.org/ga/search/view_doc.asp?symbol=A/RES/70/1&amp;Lang=E.
OJ L 282, 19.10.2016, p. 4.
Glasgow Climate Pact, adopted on 13 November 2021 at COP26 in Glasgow,
https://unfccc.int/sites/default/files/resource/cma2021_L16_adv.pdf.https://unfccc.int/sites/default/files/resource/cma2021_L16_adv.pdf.
Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021
establishing the framework for achieving climate neutrality and amending Regulations (EC)No 401/2009 and (EU) 2018/1999 (‘European Climate Law’) ▌ (OJ L 243, 9.7.2021, p. 1).
SWD/2020/176 final.

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ENthough all need to see considerable reductions under all scenarios for the Union to meet its
climate objectives. The Plan also underlines that “changes in corporate governance rules
and practices, including on sustainable finance, will make company owners and managers
prioritise sustainability objectives in their actions and strategies.” The 2019
Communication on the European Green Deal16 sets out that all Union actions and policies
should pull together to help the Union achieve a successful and just transition towards asustainable future. It also sets out that sustainability should be further embedded into thecorporate governance framework. The General Union Environmental Action
Programme to 203017 (‘8th EAP’), the framework for Union action in the field of theenvironment and climate, aims to accelerate the green transition to a climate-neutral,sustainable, non-toxic, resource-efficient, renewable energy-based, resilient andcompetitive circular economy in a just, equitable and inclusive way, and to protect,
restore and improve the state of the environment by, inter alia, halting and reversing
biodiversity loss.
According to the Commission Communication on forging a climate-resilient Europe18(10)

presenting the Union Strategy on Adaptation to climate change, new investment and policy
decisions should be climate-informed and future-proof, including for larger businesses
managing value chains. This Directive should be consistent with that Strategy. Similarly,
there should be consistency with the Commission Directive […] amending Directive
2013/36/EU as regards supervisory powers, sanctions, third-country branches, andenvironmental, social and governance risks (Capital Requirements Directive)19, which setsout clear requirements for banks’ governance rules including knowledge about
environmental, social and governance risks at board of directors level.

16
17

18

19

COM/2019/640 final.
Decision (EU) 2022/591 of the European Parliament and of the Council of 6 April 2022
on a General Union Environment Action Programme to 2030 (OJ L 114, 12.4.2022, p.
22).
Communication from the Commission to the European Parliament, the Council, theEuropean Economic and Social Committee and the Committee of the Regions on Forging a
climate-resilient Europe – the new EU Strategy on Adaptation to Climate Change(COM/2021/82 final), available at https://eur-lex.europa.eu/legalcontent/EN/TXT/?uri=COM:2021:82:FIN.
OJ C […], […], p. […].

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The Action Plan on a Circular Economy20, the Biodiversity strategy21, the Farm to Fork

(11)

strategy22 and the Chemicals strategy23, the 2021 EU Action Plan Towards Zero Pollution
for Air, Water and Soil, and Updating the 2020 New Industrial Strategy: Building astronger Single Market for Europe’s recovery24, Industry 5.025 and the European Pillar ofSocial Rights Action Plan26 and the 2021 Trade Policy Review27 list an initiative on
sustainable corporate governance among their elements. Due diligence requirements
under this Directive should contribute to the objectives of the EU Action Plan Towards
Zero Pollution for Air, Water and Soil of creating a toxic-free environment andprotecting the health and well-being of people, animals and ecosystems fromenvironment-related risks and negative impacts.
(12)This Directive is in coherence with the EU Action Plan on Human Rights and Democracy
2020-202428. This Action Plan defines as a priority to strengthen the Union’s engagement
to actively promote the global implementation of the United Nations Guiding Principles on
Business and Human Rights and other relevant international guidelines such as the OECD

20

21

22

23

24

25
26
27

28

Communication from the Commission to the European Parliament, the Council, theEuropean Economic and Social Committee and the Committee of the Regions on A new
Circular Economy Action Plan For a cleaner and more competitive Europe (COM/2020/98
final).
Communication from the Commission to the European Parliament, the Council, theEuropean Economic and Social Committee and the Committee of the Regions on the EU
Biodiversity Strategy for 2030 Bringing nature back into our lives (COM/2020/380 final).
Communication from the Commission to the European Parliament, the Council, theEuropean Economic and Social Committee and the Committee of the Regions on A Farm to
Fork Strategy for a fair, healthy and environmentally-friendly food system (COM/2020/381
final).
Communication from the Commission to the European Parliament, the Council, theEuropean Economic and Social Committee and the Committee of the Regions on theChemicals Strategy for Sustainability Towards a Toxic-Free Environment(COM/2020/667 final).
Communication from the Commission to the European Parliament, the Council, theEuropean Economic and Social Committee and the Committee of the Regions on Updating
the 2020 New Industrial Strategy: Building a stronger Single Market for Europe’s recovery(COM/2021/350 final).
Industry 5.0; https://ec.europa.eu/info/research-and-innovation/research-area/industrialresearch-and-innovation/industry-50_en
https://op.europa.eu/webpub/empl/european-pillar-of-social-rights/en/
Communication from the Commission to the European Parliament, the Council, theEuropean Economic and Social Committee and the Committee of the Regions, Trade Policy
Review – An Open, Sustainable and Assertive Trade Policy (COM/2021/66/final).
Joint Communication to the European Parliament and the Council on the EU Action Plan on
Human Rights and Democracy 2020-2024 (JOIN/2020/5 final).

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Guidelines for Multinational Enterprises, including by advancing relevant due diligencestandards.
(13)

The European Parliament, in its resolution of 10 March 2021 calls upon the Commission to
propose Union rules for ▌ comprehensive corporate due diligence obligations, withconsequences including civil liability for those companies that cause or jointly cause
harm by failing to carry out due diligence29. The Council Conclusions on Human Rights
and Decent Work in Global Supply Chains of 1 December 2020 called upon theCommission to table a proposal for a Union legal framework on sustainable corporate
governance, including cross-sector corporate due diligence obligations along global supply
chains.30 The European Parliament also calls for clarifying directors' duties in its own
initiative report adopted on 2 December 2020 on sustainable corporate governance. In their
Joint Declaration on EU Legislative Priorities for 202231, the European Parliament, theCouncil of the European Union and the Commission have committed, to deliver on an
economy that works for people, and to improve the regulatory framework on sustainablecorporate governance.

(14)

This Directive aims to ensure that companies active in the internal market contribute tosustainable development and the sustainability transition of economies and societies
through the identification, and where necessary, prioritisation, prevention and mitigation,bringing to an end, minimisation and remediation of potential or actual adverse humanrights and environmental impacts connected with companies’ own operations, operationsof their subsidiaries and their business partners in the companies’ chains of activities,
and ensuring that those affected by a failure to respect this duty have access to justiceand legal remedies. This Directive is without prejudice to the responsibility of Member
States to respect and protect human rights and the environment under international law.

29

30
31

European Parliament resolution of 10 March 2021 with recommendations to theCommission on corporate due diligence and corporate accountability (2020/2129(INL)),
P9_TA(2021)0073, available athttps://oeil.secure.europarl.europa.eu/oeil/popups/ficheprocedure.do?lang=en& ▌reference=2020/2129(INL).
Council Conclusions on Human Rights and Decent Work in Global Supply Chains, 1
December 2020 (13512/20).
Joint declaration of the European Parliament, the Council of the European Union and theEuropean Commission on EU Legislative Priorities for 2022, available athttps://ec.europa.eu/info/sites/default/files/joint_declaration_2022.pdf.

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(14a)

This Directive is without prejudice to obligations in the areas of human, employment
and social rights, protection of the environment and climate change under other Union
legislative acts. If the provisions of this Directive conflict with a provision of another
Union legislative act pursuing the same objectives and providing for more extensive or
more specific obligations, the provisions of the other Union legislative act should prevailto the extent of the conflict and should apply to those specific obligations. Examples ofthese obligations in Union legislative acts include obligations in the Regulation (EU)2017/821 of the European Parliament and of the Council (Conflict Minerals
Regulation)32, Regulation (EU) 2023/1542 of the European Parliament and of theCouncil (Batteries Regulation)33 or Regulation (EU) 2023/1115 of the European
Parliament and of the Council (Regulation on deforestation-free supply chains)34.

(14b)This Directive does not apply to pension institutions operating social security systems
under applicable Union law. Where a Member State has chosen not to apply Directive(EU) 2016/2341 in whole or in parts to an institution for occupational retirement inaccordance with Article 5 of that Directive, this Directive does not apply to thoseinstitutions.

(15)

Companies should take appropriate steps to set up and carry out due diligence measures,with respect to their own operations, those of their subsidiaries, as well as their direct andindirect business partners throughout their chains of activities in accordance with theprovisions of this Directive. This Directive should not require companies to guarantee, inall circumstances, that adverse impacts will never occur or that they will be stopped. For
example, with respect to business partners where the adverse impact results from State
intervention, the company might not be in a position to arrive at such results. Therefore,

32

33

34

Regulation (EU) 2017/821 of the European Parliament and of the Council of 17 May
2017 laying down supply chain due diligence obligations for Union importers of tin,tantalum and tungsten, their ores, and gold originating from conflict-affected and highrisk areas (OJ L 130, 19.5.2017, p. 1).
Regulation (EU) 2023/1542 of the European Parliament and of the Council of 12 July
2023 concerning batteries and waste batteries, amending Directive 2008/98/EC andRegulation (EU) 2019/1020 and repealing Directive 2006/66/EC, (OJ L 191, 28.7.2023, p.
1).
Regulation (EU) 2023/1115 of the European Parliament and of the Council of 31 May
2023 on the making available on the Union market and the export from the Union ofcertain commodities and products associated with deforestation and forest degradation
and repealing Regulation (EU) No 995/2010, (OJ L 150, 9.6.2023, p. 206).

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ENthe main obligations in this Directive should be ‘obligations of means’. The company
should take the appropriate measures which are capable of achieving the objectives of due
diligence by effectively addressing adverse impacts, in a manner commensurate to thedegree of severity and the likelihood of the adverse impact. Account should be taken of
the circumstances of the specific case, the nature and extent of the adverse impact andrelevant risk factors, including, in preventing and minimising adverse impacts, thespecificities of the company’s business operations and its chain of activities, sector or
geographical area in which its business partners operate, the company’s power to influence
its direct and indirect business partners, and whether the company could increase its powerof influence.
(16)

The due diligence process set out in this Directive should cover the six steps defined by theOECD Due Diligence Guidance for Responsible Business Conduct, which include due
diligence measures for companies to identify and address adverse human rights andenvironmental impacts. This encompasses the following steps: (1) integrating due
diligence into policies and management systems, (2) identifying and assessing adverse
human rights and environmental impacts, (3) preventing, ceasing or minimising actual andpotential adverse human rights ▌ and environmental impacts, (4) monitoring andassessing the effectiveness of measures, (5) communicating, (6) providing remediation.

(16a)

In order to make due diligence more effective and reduce the burden on companies, theyshould be entitled to share resources and information within their respective groups ofcompanies and with other legal entities. The parent company falling under the scope of
this Directive should be allowed to fulfil some of the due diligence obligations also on
behalf of its subsidiaries that are falling under the scope of this Directive, if this ensureseffective compliance. This should be without prejudice to the subsidiaries being subject
to the exercise of the supervisory authority's powers and to their civil liability under thisDirective. When the parent company fulfils the obligations on combatting climatechange on behalf of the subsidiary, the subsidiary should comply with those obligationsin accordance with the parent company's climate change mitigation plan accordingly
adapted to its business model and strategy. If the subsidiary does not fall under the scopeof this Directive, since the subsidiary is not obliged to carry out due diligence, the parent
company should cover operations of the subsidiary as part of its own due diligenceobligations. If the subsidiaries fall under the scope of this Directive, but the parent
company does not, they still should be allowed to share resources and information within

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ENthe group of companies. Nevertheless, the subsidiaries would be responsible for fulfillingdue diligence obligations under this Directive.
(16b)

The fulfilment of some of the due diligence obligations at a group level should be
without prejudice to the civil liability of subsidiaries under this Directive in respect tovictims to whom the damage is caused. If the conditions for civil liability are met, thesubsidiary might be held liable for damage occurred, irrespective of whether the due
diligence obligations were carried out by the subsidiary or by the parent company onbehalf of the subsidiary.

(16c)

Business partners should not be obliged to disclose to a company which is complying
with the obligations resulting from this Directive, information that is a trade secret as
defined in the Directive 2016/943/EU of the European Parliament and of the Council35
without prejudice to the disclosure of the identity of direct and indirect business
partners, or essential information needed to identify potential or actual adverse impacts,
where necessary and duly justified for the company’s compliance with due diligenceobligations. This should be without prejudice to the possibility for the business partners
to protect their trade secrets through the mechanisms established in Directive (EU)2016/943 of the European Parliament and of the Council. Business partners should
never be obliged to disclose classified information or other information the disclosure ofwhich would cause a risk to the essential interests of a state's security.

(17)

Adverse human rights, and environmental impacts might occur in companies’ own
operations, operations of their subsidiaries, and their business partners in their ▌ chainsof activities, in particular at the level of raw material sourcing, manufacturing. In order forthe due diligence to have a meaningful impact, it should cover human rights, andenvironmental adverse impacts generated throughout the majority of the life-cycle ofproduction, distribution, transport and storage of a product or provision of services, at thelevel of companies’ own operations, operations of their subsidiaries and their business
partners in their chains of activities.

▌
35

Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016
on the protection of undisclosed know-how and business information (trade secrets)
against their unlawful acquisition, use and disclosure (OJ L 157, 15.6.2016, p. 1).

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(18)

The chain of activities should cover activities of a company’s upstream business partners
related to the production of goods or the provision of services by the company, including
the design, extraction, sourcing, manufacture, transport, storage and supply of raw
materials, products or parts of the products and development of the product or theservice, and activities of a company’s downstream business partners related to the
distribution, transport and storage of the product, where the business partners carry out
those activities for the company or on behalf of the company. This Directive should notcover the disposal of the product . Also, under this Directive the chain of activities
should not encompass the distribution, transport, storage and disposal of a product thatis subject to export control of a Member State, meaning either the export control under
the Regulation (EU) 2021/821 of the European Parliament and of the Council36 or theexport control of weapons, munition or war material under national export controls,
after the export of the product is authorised. This Directive is complemented by theseand other legislative acts, which also address negative adverse impacts in the field of
human rights or environmental protection. In particular, Regulation (EU) 2021/821 of
the European Parliament and of the Council sets up a regime for the control of exports,
brokering, technical assistance, transit and transfer of dual-use items, covering inter alia
software and technologies that can be used for cyber‑ surveillance purposes. Under thisregime, Member States should consider in particular the risk of such goods being usedin connection with internal repression or the commission of serious violations of humanrights and international humanitarian law. Also, Regulation (EU) 2019/125 of theEuropean Parliament and the Council prohibits or regulates, as the case may be, exportof goods such as chemical substances that are used or could be used for the purpose ofcapital punishment or for the purpose of torture and other cruel, inhuman or degrading
treatment or punishment. Moreover, several other legislative initiatives aim at mitigating
environmental impacts of products during their whole lifecycle, including by setting
ecodesign requirements based on the sustainability and circularity aspects of products.
Compliance with this Directive should facilitate compliance with the provisions andobjectives of these other legislative acts, and with the terms and conditions of theapplicable authorisations implemented thereunder. Exporters should take into account36

Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May
2021 setting up a Union regime for the control of exports, brokering, technical assistance,transit and transfer of dual-use items (OJ L 206, 11.6.2021, p. 1).

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ENthe results of their due diligence findings under this Directive in their compliance withthese other legislative acts. The term “chain of activities” as defined in this directive is
without prejudice to the terms “value chain” or "supply chain" as defined in or within
the meaning of other EU legislation.
▌
▌
(19)

The definition of ‘chain of activities’ should not include the activities of a company's
downstream business partners related to the services of the company. For regulated
financial undertakings, the definition of the term ‘chain of activities’ should not include
downstream business partners that are receiving their services and products. Therefore,
as regards regulated financial undertakings, only the upstream but not the downstream
part of their chain of activities is covered by this Directive.

▌
▌
(21)

Under this Directive, companies formed in accordance with the legislation of a Member
State should be subject to due diligence requirements when they meet certain conditions,
including turnover and, in certain cases, employee thresholds. While these conditions
are expressed with regard to single financial years, this Directive should only apply if thecompany has met them for each of the last two consecutive financial years and should
no longer apply where they cease to be met for each of the last two relevant financial
years. This is also true for companies formed in accordance with the law of a third
country which should fulfil the relevant EU turnover criterion for each of the last two
financial years. For the sake of clarity, and taking the staggered application of the
Directive into account, the scope criteria need to be fulfilled for two consecutive
financial years by both EU and non-EU companies preceding the relevant application
dates established according to the rules on the transposition of this Directive. As regards
the employee thresholds, temporary agency workers, and workers posted under Article

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1(3), point (c), of Directive 96/71/EC of the European Parliament and of the Council37,
as amended by Directive 2018/957/EU of the European Parliament and of the Council38,
should be included in the calculation of the number of employees in the user company.
Posted workers under Article 1(3), points (a) and (b), of Directive 96/71/EC, as amended
by Directive 2018/957/EU, should only be included in the calculation of the number of
employees of the sending company. Other workers in non-standard forms of employment
should also be included in the calculation of the number of employees insofar as theymeet the criteria for determining the status of a worker established by the Court ofJustice of the European Union. Seasonal workers should be included in the calculationof the number of employees proportionally to the number of months that they are
employed for. The calculation of the thresholds should include the number of employees
and the turnover of a company’s branches, which are places of business other than thehead office that are legally dependent on it, and therefore considered as part of thecompany, in accordance with EU and national legislation. This also applies for thegroup companies in case the thresholds are calculated on a consolidated basis. Where
this is not specified otherwise, the thresholds mentioned in order for a company to becovered by this directive should be understood as thresholds calculated on an individual
basis.
(22)

Companies established in the Union with more than 1000 employees on average and a
net worldwide turnover exceeding EUR 450 million in the last financial year for whichannual financial statements have been or should have been adopted, should be required
to comply with due diligence. Companies having entered into franchising or licensing
agreements in the Union in return for royalties with independent third-party companies,
where these agreements ensure a common identity, a common business concept and theapplication of uniform business methods, and where these royalties amount to morethan EUR 22,5 million in the last financial year for which annual financial statements
have been or should have been adopted, and provided that the company had a net
worldwide turnover of more than EUR 80 million in the last financial year for which

37

38

Directive 96/71/EC of the European Parliament and of the Council of 16 December 1996
concerning the posting of workers in the framework of the provision of services (OJ L 18,
21.1.1997, p. 1).
Directive (EU) 2018/957 of the European Parliament and of the Council of 28 June 2018
amending Directive 96/71/EC concerning the posting of workers in the framework of theprovision of services (OJ L 173, 9.7.2018, p. 16).

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annual financial statements have been or should have been adopted should also meet the
obligations of this Directive. The same applies to ultimate parent companies of groups ofcompanies that taken together fulfil these conditions. As regards these ultimate parent
companies, the obligations of this Directive should be met by the ultimate parent
company or, in case the latter has as its main activity the holding of shares inoperational subsidiaries and does not engage in taking management, operational or
financial decisions affecting the group or one or more of its subsidiaries, in its stead by
one operational subsidiary established in the Union, under the conditions provided for inthis Directive. ▌(23)

In order to achieve fully the objectives of this Directive addressing adverse human rights
and ▌ environmental impacts with respect to companies’ operations, operations of theirsubsidiaries and their business partners in companies’ chains of activities, third-country
companies with significant operations in the EU should also be covered. More specifically,
the Directive should apply to third-country companies which generated a net turnover of atleast EUR 450 million in the Union in the financial year preceding the last financial year.
Companies having entered into franchising or licensing agreements in the Union in
return for royalties with independent third-party companies, where these agreements
ensure a common identity, a common business concept and the application of uniform
business methods, and where these royalties amount to more than EUR 22,5 million in
the Union in the financial year preceding the last financial year, and provided that thecompany had a net turnover of more than EUR 80 million in the Union in the financial
year preceding the last financial year should also meet the obligations of this Directive.
The same applies to ultimate parent companies of groups of companies that taken
together fulfil these conditions. As regards these ultimate parent companies, theobligations of this Directive should be met by the ultimate parent company or, in case thelatter has as its main activity the holding of shares in operational subsidiaries and does
not engage in taking management, operational or financial decisions affecting the groupor one or more of its subsidiaries, in its stead by one operational subsidiary establishedin the Union, under the conditions provided for in this Directive. ▌(24)

For defining the scope of application in relation to third-country companies, the describedturnover criterion should be chosen as it creates a territorial connection between the third-

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ENcountry companies and the Union territory. Turnover is a proxy for the effects that theactivities of those companies could have on the internal market. In accordance withinternational law, such effects justify the application of Union law to third-country
companies. To ensure identification of the relevant turnover of companies concerned, themethods for calculating net turnover for third-country companies as laid down in Directive(EU) 2013/34 of the European Parliament and of the Council39 should be used. To
ensure effective enforcement of this Directive, an employee threshold should, in turn, notbe applied to determine which third-country companies fall under this Directive, as thenotion of “employees” retained for the purposes of this Directive is based on Union law
and could not be easily transposed outside of the Union. In the absence of a clear andconsistent methodology, including in accounting frameworks, to determine the employeesof third-country companies, such employee threshold would therefore create legal
uncertainty and would be difficult to apply for supervisory authorities. The definition of
turnover should be based on Directive 2013/34/EU which has already established themethods for calculating net turnover for non-Union companies, as turnover and revenue
definitions are similar in international accounting frameworks too. With a view to ensuringthat the supervisory authority knows which third country companies generate the required
turnover in the Union to fall under the scope of this Directive, this Directive should requirethat the third-country company’s authorised representative or the company itself informs
a supervisory authority in the Member State where the third country company’s authorised
representative is domiciled or established and, where it is different, a supervisory authority
in the Member State in which the company generated most of its net turnover in the Union
in the financial year preceding the last financial year ▌ that the company is a company
falling under the scope of this Directive. If necessary for determination in which Member
State the third-country company generated most of its net turnover in the Union, theMember State can request the Commission to inform the Member State about the net
turnover of the third-country company generated in the Union. The Commission should
set up a system to ensure such an exchange of information.

39

Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on
the annual financial statements, consolidated financial statements and related reports ofcertain types of undertakings, amending Directive 2006/43/EC of the European
Parliament and of the Council and repealing Council Directives 78/660/EEC and83/349/EEC (OJ L 182, 29.6.2013, p. 19).

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(24a)

It is essential to establish a European framework for a responsible and sustainableapproach to global value chains, given the importance of companies as a pillar in theconstruction of a sustainable society and economy. The emergence of binding legislationin several Member States has given rise to the need for a level playing field forcompanies in order to avoid fragmentation and to provide legal certainty for businesses
operating in the internal market. Nonetheless, this Directive should not preclude
Member States from introducing more stringent national provisions diverging fromthose laid down in Articles other than Articles 6(1), 6(1a), 7(1) and 8(1), including wheresuch provisions may indirectly raise the level of protection of those Articles 6(1), 6(1a),7(1) and 8(1), such as the provisions on the scope, on the definitions, on the appropriate
measures for the remediation of actual adverse impacts, on the carrying out of
meaningful engagement with stakeholders and on the civil liability; or from introducing
national provisions that are more specific in terms of their objective or the field covered,such as national provisions regulating specific adverse impacts or specific sectors ofactivity, in order to achieve a different level of protection of human, employment andsocial rights, the environment or the climate.

(25)This Directive aims to comprehensively cover human rights, including all five
fundamental principles and rights at work as defined in the 1998 ILO Declaration on
Fundamental Principles and Rights at Work40 . In order to achieve a meaningful
contribution to the sustainability transition, due diligence under this Directive should be
carried out with respect to adverse human rights impacts on persons resulting from theabuse of one of the rights ▌ as enshrined in the international instruments listed in the
Annex I, Part I Section 1 to this Directive. The term “abuse” should be interpreted inline with international human rights law. In order to ensure a comprehensive coverage ofhuman rights, an abuse of a human right not specifically listed in Annex I, Part I Section
1 which can be abused by a company or legal entity, and which directly impairs a legal
interest protected in the human rights instruments listed in Annex I, Part I Section 2
should also form part of the adverse human rights impacts covered by this Directive,
provided that the company concerned could have reasonably foreseen the risk of suchhuman right abuse, taking into account all relevant circumstances of the specific case,40

Adopted at the 86th Session of the International Labour Conference (1998) and amended
at the 110th Session (2022). Available at https://www.ilo.org/wcmsp5/groups/public/--ed_norm/---declaration/documents/normativeinstrument/wcms_716594.pdf

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ENincluding the nature and extent of the company’s business operations and its chain of
activities, economic sector and geographical and operational context. Due diligenceshould further encompass adverse environmental impacts resulting from the violation of
one of the prohibitions and obligations listed in the Annex I, Part II to this Directive, as
well as adverse impacts resulting from the breach of one of the prohibitions listed in the
Annex I, Part I, points 18 and 19, taking into account national legislation linked to theprovisions of the instruments listed therein. These prohibitions and obligations should beinterpreted and applied in line with international and Union general principles ofenvironmental law, as set out in Article 191 of TFEU. These prohibitions include theprohibition of causing any measurable environmental degradation, such as harmful soilchange, water or air pollution, harmful emissions, excessive water consumption,
degradation of land, or other impact on natural resources, such as deforestation, that
substantially impairs the natural bases for the preservation and production of food, orthat denies a person access to safe and clean drinking water, or that makes it difficult fora person to access sanitary facilities or destroys them, or that harms the health, safety,
the normal use of land or lawfully acquired possessions of a person, or that substantiallyadversely affects ecosystem services through which an ecosystem contributes directly or
indirectly to human wellbeing. In order to assess whether the damage to ecosystemservices is substantial, the following elements should be taken into account where
relevant: the baseline condition of the affected environment, whether the damage islong-lasting, medium term or short term, the spread of the damage, and the reversibilityof the damage. Due diligence requirements under this Directive should therefore
contribute to preserving and restoring biodiversity and improving the state of theenvironment, in particular the air, water and soil, including to better protect humanrights. The Commission should be empowered to adopt delegated acts in order to amend
Annex I to this Directive for the purposes laid down in Article 3(2), including by adding
the reference, once ratified by all EU Member States, to the ILO Occupational Safety
and Health Convention, 1981 (No. 155), and the ILO Promotional Framework for
Occupational Safety and Health, 2006 (No 187), which form part of the ILO
fundamental instruments.
(25a)

Depending on circumstances, companies may need to consider additional standards. For
instance, taking account of specific contexts or intersecting factors, including among
others, gender, age, race, ethnicity, class, caste, education, migration status, disability, as

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ENwell as social and economic status, as part of a gender- and culturally responsive
approach to due diligence, companies should pay special attention to any particularadverse impacts on individuals who may be at heightened risk due to marginalisation,
vulnerability or other circumstances, individually or as members of certain groups orcommunities, including Indigenous Peoples, as protected under the United Nations
Declaration on the Rights of Indigenous Peoples, including in relation to Free, Priorand Informed Consent (FPIC). In doing so, companies may need to take into
consideration, where relevant, international instruments such as the International
Convention on the Elimination of All Forms of Racial Discrimination, the Convention
on the Elimination of All Forms of Discrimination Against Women, the Convention on
the Rights of Persons with Disabilities.
(25b)

Companies should also be responsible for using their influence to contribute to an
adequate standard of living in chains of activities. This is understood as a living wage
for employees and a living income for self-employed workers and smallholders, which
they earn in return from their work and production.

(25c)

This Directive acknowledges the 'One Health' approach as recognised by the World
Health Organization, an integrated and unifying approach that aims to sustainably
balance and optimise the health of people, animals and ecosystems. The 'One Health'approach recognises that the health of humans, domestic and wild animals, plants, andthe wider environment, including ecosystems, are closely interlinked and interdependent.
It is therefore appropriate to lay down that environmental due diligence should
encompass avoiding environmental degradation that results in adverse health effects
such as epidemics, and to respect the right to a clean, healthy and sustainable
environment.

(25d)

Adverse human rights and environmental impacts can be intertwined with orunderpinned by factors such as corruption and bribery. It therefore may be necessary forcompanies to take into account these factors when carrying out human rights andenvironmental due diligence, consistently with the United Nations Convention against
Corruption.

(26)

When assessing the adverse human rights impacts, companies have guidance at theirdisposal that illustrates how their activities may impact human rights and which corporate6145/24
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ENbehaviour is prohibited in accordance with internationally recognised human rights. Suchguidance is included for instance in the United Nations Guiding Principles Reporting
Framework41, and the United Nations Guiding Principles Interpretative Guide42. ▌▌(27)

In order to conduct appropriate human rights ▌ and environmental due diligence withrespect to their operations, operations of their subsidiaries, and operations of theirbusiness partners in companies’ chains of activities, companies covered by this Directive
should integrate due diligence into company’s policies and risk management systems,
identify and assess, where necessary prioritise, prevent and mitigate as well as bring to an
end and minimise the extent of potential and actual adverse human rights andenvironmental impacts, provide remediation to actual adverse impacts, carry out
meaningful engagement with stakeholders, establish and maintain a notification
mechanism and complaints procedure, monitor the effectiveness of the taken measures inaccordance with the requirements that are set up in this Directive and communicate
publicly on their due diligence. In order to ensure clarity for companies, in particular thesteps of preventing and mitigating potential adverse impacts and of bringing to an end, orwhen this is not possible, minimising the extent of actual adverse impacts, should beclearly distinguished in this Directive.

(28)

In order to ensure that due diligence forms part of companies’ policies and risk
management systems, and in line with the relevant international framework, companies
should integrate due diligence into their relevant policies and risk management systems
and at all relevant levels of operation and have in place a due diligence policy. The due
diligence policy should be developed in prior consultation with the company’s employees
and their representatives and should contain a description of the company’s approach,including in the long term, to due diligence, a code of conduct describing the rules andprinciples to be followed throughout the company and its subsidiaries, and, where
relevant, the company’s direct or indirect business partners and a description of theprocesses put in place to integrate due diligence into the relevant policies and to
implement due diligence, including the measures taken to verify compliance with the code

41
42

https://www.ungpreporting.org/wpcontent/uploads/UNGPReportingFramework_withguidance2017.pdf.
https://www.ohchr.org/Documents/Issues/Business/RtRInterpretativeGuide. ▌ pdf.

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of conduct and to extend its application to business partners. The due diligence policy
should ensure a risk-based due diligence. The code of conduct should apply in all relevant
corporate functions and operations, including procurement, employment and purchasing
decisions. For the purposes of this Directive, employees should be understood as
including temporary agency workers, and other workers in non-standard forms of
employment provided that they fulfil the criteria for determining the status of a worker
established by the Court of Justice.
▌
▌
▌
(29)

To comply with due diligence obligations, companies need to take appropriate measureswith respect to the identification, prevention, bringing to an end, minimisation andremediation of adverse impacts, and the carrying out of meaningful engagement withstakeholders throughout the due diligence process. ▌ ‘Appropriate measures’ shouldmean measures that are capable of achieving the objectives of due diligence, by effectively
addressing adverse impacts in a manner commensurate to the degree of severity and thelikelihood of the adverse impact, and reasonably available to the company, taking into
account the circumstances of the specific case, including the nature and extent of theadverse impact and relevant risk factors. If necessary information, including
information that is deemed to be a trade secret, cannot be reasonably obtained due tofactual or legal obstacles, for instance because a business partner refuses to provide
information and there are no legal grounds to enforce this, such circumstances cannot
be held against the company, but companies should be able to explain why thisinformation could not be obtained and should take the necessary and reasonable steps to
obtain it as soon as possible.

(30)

Under the due diligence obligations set out by this Directive, a company should identify
and assess actual or potential adverse human rights and environmental impacts. In order toallow for a comprehensive identification and assessment of adverse impacts, such
identification and assessment should be based on quantitative and qualitative information,
including the relevant disaggregated data that can be reasonably obtained by a company.
Companies should make use of appropriate methods and resources, including public

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ENreports. For instance, as regards adverse environmental impacts, the company should
obtain information about baseline conditions at higher risk sites or facilities in its chains ofactivities. As part of the obligation to identify adverse impacts, companies should takeappropriate measures to map their own operations, those of their subsidiaries and, whererelated to their chains of activities, those of their business partners, in order to identify
general areas where adverse impacts are most likely to occur and to be most severe.
Based on the results of that mapping, companies should carry out an in-depth
assessment of their own operations, those of their subsidiaries and, where related to theirchains of activities, those of their business partners, in the areas where adverse impacts
were identified to be most likely to occur and most severe. When identifying, andassessing the adverse impacts, the company should take into account, based on an
overall assessment, possible relevant risk factors, including company-level risk factors,
such as whether the business partner is not a company covered by this Directive;
business operations risk factors; geographic and contextual risk factors, such as thelevel of law enforcement with respect to the type of adverse impacts; product and service
risk factors; and sectoral risk factors. When identifying and assessing adverse impacts,
companies should also identify and assess the impact of a business partner’s businessmodel and strategies, including trading, procurement and pricing practices. With a view tolimiting the burden on smaller companies created by requests for information, where
information necessary for the identification of adverse impacts can be obtained frombusiness partners at different levels of the chain of activities, companies should exercise
restraint with regard to business partners that do not themselves present risks of adverse
impacts and privilege reaching out, where reasonable, directly for more detailed
information to business partners at levels in the chain of activities where, based on the
mapping, potential or actual adverse impacts are most likely to occur. Identification ofadverse impacts should include assessing the human rights, and environmental context
in a dynamic way and in regular intervals: without undue delay after a significant
change occurs, but at least every 12 months, throughout the life cycle of an activity or
relationship, and whenever there are reasonable grounds to believe that new risks may
arise. A significant change should be understood as a change to the status quo of thecompany’s own operations, operations of its subsidiaries or business partners, the legal
or business environment or any other substantial shift from the situation of the company
or its operating context. Examples of a significant change could be the cases when thecompany starts to operate in a new economic sector or geographical area, starts
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producing new products or changes the way of producing the existing products using
technology with potentially higher adverse impacts, or changes its corporate structure
via restructuring or mergers or acquisitions. Reasonable grounds to believe that there
are new risks may arise in different ways, including learning about the adverse impact
from publicly available information, through stakeholder engagement, or throughnotifications. If, despite having taken appropriate measures to identify, companies do nothave all the necessary information regarding their chain of activities, they should be
able to explain why this information could not be obtained and should take the necessary
and reasonable steps to obtain it as soon as possible.
▌(30b)

In conflict-affected and high-risk areas, as defined in accordance with Regulation (EU)2017/821, human rights’ abuses are more likely to occur and to be severe. Companies
should take this into account when integrating due diligence into their policies and risk
management systems to ensure that codes of conduct and processes put in place toimplement due diligence are adapted to conflict-affected and high-risk areas,consistently with International Humanitarian Law, as laid out in the Geneva
Conventions and additional protocols. Companies should take into account that thesesituations constitute particular geographic and contextual risk factors when performing
in-depth assessments as part of the identification and assessing process, when taking
appropriate measures to prevent, mitigate, bring to an end and minimise identified
adverse impacts, and when engaging with stakeholders. For this purpose, companies
may rely on the Commission’s guidance on the assessment of risk factors associated withconflict-affected and high-risk areas, which should take into account the UNDP
Guidance on “Heightened Human Rights Due Diligence for Business in Conflict
Affected Contexts”.

▌▌

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(31a)

This Directive should be without prejudice to the rules on professional secrecy
applicable to lawyers or to other certified professionals who are authorised to represent
their clients in judicial proceedings, in accordance with Union and national law.

(32)

Where the company cannot prevent, mitigate, bring to an end or minimise the extent of
all the identified actual and potential adverse impacts at the same time to the full extent,
it should prioritise the adverse impacts based on their severity and likelihood. The
severity of an adverse impact should be assessed based on the scale, scope orirremediable character of the adverse impact, taking into account the gravity of the
impact, including the number of individuals that are or will be affected, the extent towhich the environment is or may be damaged or otherwise affected, its irreversibility andthe limits on the ability to restore affected individuals or the environment to a situationequivalent to their situation prior to the impact within a reasonable period of time. Oncethe most severe and likely adverse impacts are addressed in reasonable time, thecompany should address less severe and less likely adverse impacts. On the other hand,
actual or potential influence of the company on its business partners, the level ofinvolvement of the company in the adverse impact, the proximity to the subsidiary or thebusiness partner, or its potential liability are not relevant factors in the prioritisation ofadverse impacts.

(33)

Under the due diligence obligations set out by this Directive, if a company identifies
potential adverse human rights or environmental impacts, it should take appropriate
measures to prevent or adequately mitigate them. To provide companies with legal clarity
and certainty, this Directive should set out the actions companies should be expected totake for prevention and mitigation of potential adverse impacts, where relevant dependingon the circumstances. When assessing the appropriate measures to prevent or adequately
mitigate adverse impacts, due account should be taken of the so-called ‘level ofinvolvement of the company in an adverse impact’ in line with the internationalframeworks and the company’s ability to influence the business partner causing or
jointly causing the adverse impact. Companies should take appropriate measures toprevent or mitigate the adverse impacts that they cause by themselves (so called‘causing’ the adverse impact as referred to in the international framework) or jointlywith their subsidiaries or business partners (so called ‘contributing’ to the adverse
impact as referred to in the international framework), This applies irrespective ofwhether third entities outside of the company’s chain of activities are also causing the6145/24
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ENadverse impact. Jointly causing the adverse impact is not limited to equal implication of
the company and its subsidiary or business partner in the adverse impact, but should
cover all cases of the company’s acts or omissions, causing the adverse impact in
combination with the acts or omissions of subsidiaries or business partners, including
where the company substantially facilitates or incentivises a business partner to cause an
adverse impact, that is, excluding minor or trivial contributions. When companies are
not causing the adverse impacts occurring in their chain of activities themselves orjointly with other legal entities, but the adverse impact is caused only by their business
partner in the companies’ chains of activities (so called ‘being directly linked to’ theadverse impact as referred to in the international framework), they should still aim to
use their influence to prevent or mitigate the adverse impact caused by their business
partners or to increase their influence to do so. Using only the notion of ‘causing’ theadverse impact instead of the aforementioned terms used in the internationalframeworks avoids confusion with existing legal terms in national legal systems while
covering the same causal relations as described in these frameworks. In this context, inline with the international frameworks, the company’s influence on a business partner
should include on the one hand its ability to persuade the business partner to prevent
adverse impacts (for example through market power, pre-qualification requirements or
linking business incentives to human rights and environmental performance) and, on
the other hand, the degree of influence or leverage that the company could reasonably
exercise, for example through cooperation with the business partner in question or
engagement with another company which is the direct business partner of the business
partner associated with the adverse impact.
(34)

So as to comply with the prevention and mitigation obligation under this Directive,
companies should be required to take the following appropriate measures, where relevant.
Where necessary due to the complexity of prevention measures, companies should develop
and implement a prevention action plan. Companies should seek to obtain contractual
assurances from a direct ▌ business partner that it will ensure compliance with the code of
conduct and, as necessary, the prevention action plan, including by seeking corresponding
contractual assurances from its partners to the extent that their activities are part of thecompanies’ chain of activities. Contractual assurances should be designed to ensure that
responsibilities are shared appropriately by the company and the business partners. The
contractual assurances should be accompanied by appropriate measures to verify

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compliance. However, the company should only be obliged to seek the contractual
assurances, as obtaining them may depend on the circumstances. To ensurecomprehensive prevention of ▌ potential adverse impacts, companies should also makefinancial or non-financial investments, adjustment or upgrades, which aim to prevent
adverse impacts, and collaborate with other companies, in compliance with Union law.
Where relevant, companies should adapt business plans, overall strategies andoperations, including purchasing practices, and develop and use purchase policies that
contribute to living wages and incomes for their suppliers, and that do not encourage
potential adverse impacts on human rights or the environment. To conduct their due
diligence in an effective and efficient manner, companies should also make necessary
modifications of, or improvements to, their design and distribution practices, to address
adverse impacts arising both in the upstream part and the downstream part of theirchain of activities, before and after the product has been made. Adopting and adapting
such practices, as necessary, could be particularly relevant for the company, to avoid anadverse impact in the first instance. Such measures could also be relevant to address
adverse impacts that are jointly caused by the company and its business partner, forinstance due to the deadlines or specifications imposed on it by the company. Also, by
better sharing the value along the chain of activities, responsible purchasing or
distribution practices contribute to fighting against child labour, which often arises incountries or territories with high poverty levels. Companies should also provide targeted
and proportionate support for an SME which is a business partner of the company,
where necessary in light of the resources, knowledge and constraints of the SME,
including by providing or enabling access to capacity-building, training or upgrading
management systems, and, where compliance with the code of conduct or the prevention
action plan would jeopardise the viability of the SME, providing targeted andproportionate financial support, such as direct financing, low-interest loans, guarantees
of continued sourcing, or assistance in securing financing. Jeopardising the viability of
an SME should be interpreted as possibly causing a bankruptcy of the SME or putting
the SME in a situation where bankruptcy is imminent.
▌(34a)Tackling harmful purchasing practices and price pressures on producers, particularly
on smaller operators, is especially important in relation to sales of agricultural and foodproducts. In order to address the power imbalances in the agricultural sector and ensure6145/24
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ENfair prices at all links in the food supply chain and strengthen the position of farmers,
large food processors and retailers should adapt their purchasing practices, and develop
and use purchase policies that contribute to living wages and incomes for their suppliers.
By applying only to the business conduct of the largest operators, that is, those with a net
worldwide turnover of more than EUR 300 million, this Directive should benefit
agricultural producers with less bargaining power. Moreover, given companies formedin accordance with the law of a third country are equally subject to this Directive, thiswould protect agricultural producers in the Union against unfair competition andagainst harmful practices by operators established not only inside but also outside theUnion.

(35)

In order to reflect the full range of options for the company in cases where potential
adverse impacts could not be addressed by the described prevention or mitigation
measures, this Directive should also refer to the possibility for the company to seek
contractual assurances with the indirect business partner, with a view to achieving
compliance with the company’s code of conduct or a prevention action plan, and conduct
appropriate measures to verify compliance of the indirect business partner with thecontractual assurances.

(35a)

It is possible that prevention of potential adverse impacts requires collaboration withanother company, for example, at the level of indirect business partner with a company,
which has a direct contractual relationship with the indirect business partner inquestion. In some instances, a collaboration with other entities could be the only realistic
way of preventing potential adverse impacts caused even by direct business partners if
the influence of the company is not sufficient. The company should collaborate with theentity which can most effectively prevent or mitigate potential adverse impacts solely or
jointly with the company, or other legal entities, while respecting applicable law, inparticular competition law.

(36)

In order to ensure that appropriate measures for the prevention and mitigation of potential
adverse impacts are effective, companies should prioritize engagement with business
partners in their chain of activities, instead of terminating the business relationship, as alast resort action after attempting at preventing and mitigating adverse potential impacts

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without success. However, the Directive should also, for cases where potential adverse
impacts could not be addressed by such appropriate measures, refer to the obligation forcompanies, as a last resort, to refrain from entering into new or extending existing
relations with the partner in question and, where there is a reasonable prospect of change,
by using or increasing the company’s leverage through the temporary suspension of thebusiness relationship with respect to the activities concerned, adopt and implement anenhanced prevention action plan for the specific adverse impact without undue delay
including a specific and appropriate timeline for the adoption and implementation of allactions therein, during which the company may also seek alternative business partners.
Factors determining the appropriateness of the timeline for adoption andimplementation of these actions could include the severity of the adverse impact, theneed to identify and take steps to prevent or mitigate any additional adverse impacts, aswell as impacts on SMEs or smallholders. Companies should suspend their business
relationships with the business partner, which increases their leverage and increases the
chances that the impact is addressed. Where there is no reasonable expectation that these
efforts would succeed, for instance, in situations of state-imposed forced labour, or
where the implementation of the enhanced prevention action plan failed to prevent or
mitigate the adverse impact, the company should be required to terminate the business
relationship with respect to the activities concerned if the potential adverse impact issevere. In order to allow companies to fulfil that obligation, Member States should provide
for the availability of an option to terminate the business relationship in contracts governedby their laws. In deciding to terminate or suspend a business relationship, the company
should assess whether the adverse impacts of doing so could be reasonably expected to be
manifestly more severe than the adverse impact that could not be prevented oradequately mitigated. Where companies do temporarily suspend or terminate thebusiness relationship, they should take steps to prevent, mitigate, or bring to an end theimpacts of suspension or termination, provide reasonable notice to the business partnerand keep that decision under review. It is possible that prevention of adverse impacts at
the level of indirect business relationships requires collaboration with another entity. In
some instances, collaboration with another company could be the only realistic way of
preventing adverse impacts at the level of indirect business relationships, in particular,
where the indirect business partner is not ready to enter into a contract with thecompany.

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▌
(36b)

Although regulated financial undertakings are only subject to due diligence obligations
for the upstream part of their chain of activities, the specificities of financial services aswell as the OECD Guidelines for Multinational Enterprises provide indications of thetypes of measures that are appropriate and effective for financial undertakings to take indue diligence processes. As it is highlighted also in the OECD Guidelines forMultinational Enterprises, the specificities of financial services need to beacknowledged. Regulated financial undertakings are expected to consider adverse
impacts and to use their so-called ‘leverage’ to influence companies. The exercise ofshareholders’ rights can be a way to exercise leverage.

(37)

As regards direct and indirect business partners, industry ▌ and multi-stakeholder
initiatives can help create additional leverage to identify, mitigate, and prevent adverse
impacts. Therefore it should be possible for companies to participate in such initiatives tosupport the implementation of ▌ obligations laid down in Articles 5 to 11 of this Directive
to the extent that such schemes and initiatives are appropriate to support the fulfilment of
those obligations. The meaning of initiatives is broad and includes a combination ofvoluntary due diligence procedures, tools and mechanisms, developed and overseen by
governments, industry associations, interested organisations, including civil society
organisations, or groupings or combinations thereof, that companies could participate inin order to support the implementation of due diligence obligations. Companies could,
after having assessed their appropriateness, make use of or join relevant risk analysis
carried out by industry or multi-stakeholder initiatives or by members of those initiatives
and could take or join effective appropriate measures through such initiatives. When
doing so, companies should monitor the effectiveness of such measures and, continue totake appropriate measures where necessary to ensure the fulfilment of their obligations.
In order to ensure full information on such initiatives, the Directive should also refer to thepossibility for the Commission and the Member States to facilitate the dissemination of
information on such schemes or initiatives and their outcomes. The Commission, in
collaboration with Member States, should issue guidance setting out fitness criteria and amethodology for companies to assess the fitness of industry and multi-stakeholder
initiatives. Companies could also use independent third-party verification on and fromcompanies in their chain of activities to support the implementation of due diligenceobligations to the extent that such verification is appropriate to support the fulfilment of

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ENthe relevant obligations. Third-party verification could be carried out by othercompanies or by an industry or multi-stakeholder initiative. Independent third-party
verifiers should act with objectivity and complete independence from the company, be
free from any conflict of interests, remain free from external influence, whether direct
or indirect, and should refrain from any action incompatible with their independence.
According to the nature of the adverse impact, they should have experience andcompetence in environmental or human rights matters and should be accountable forthe quality and reliability of the verification. The Commission, in collaboration withMember States, should issue guidance setting out fitness criteria and a methodology forcompanies to assess the fitness of third party verifiers, and guidance for monitoring theaccuracy, effectiveness and integrity of third-party verification. This guidance isessential to address the shortcomings of ineffective audits. Companies participating inindustry or multi-stakeholder initiatives or using third party verification or contractual
clauses to support the implementation of due diligence obligations should still be able tobe sanctioned or found liable for violations of this Directive and damage suffered by
victims as a result.
(38)

Under the due diligence obligations set out by this Directive, if a company identifies actual
adverse human rights or environmental ▌ impacts, it should take appropriate measures tobring those to an end. It can be expected that a company is able to bring to an end actual
adverse impacts in its own operations and those of its subsidiaries. However, it should beclarified that ▌ where adverse impacts cannot be brought to an end, companies should
minimise the extent of such impacts. Minimisation of the extent of adverse impacts should
require an outcome that is the closest possible to bringing the adverse impact to an end. In
this line, the company should periodically reassess the circumstances that made it notpossible to bring the adverse impact to an end, and whether the adverse impact can bebrought to an end. To provide companies with legal clarity and certainty, this Directive
should define which actions companies should be required to take for bringing actual
human rights and environmental adverse impacts to an end and minimisation of theirextent, where relevant depending on the circumstances. When assessing the appropriate
measures to bring to an end or minimise the extent of the adverse impacts, due accountshould be taken of the so-called ‘level of involvement of the company in an adverse
impact’ in line with the international frameworks and the company’s ability to influence
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ENtake appropriate measures to bring to an end or minimise the extent of the adverse
impacts that they cause by themselves (so called ‘causing’ the adverse impact as referred
to in the international framework) or jointly with their subsidiaries or business partners(so called ‘contributing’ to the adverse impact as referred to in the internationalframework). This applies irrespective of whether third entities outside of the company’s
chain of activities are also causing the adverse impact. Jointly causing the adverse
impact is not limited to equal implication of the company and its subsidiary or business
partner in the adverse impact, but should cover all cases of the company’s acts oromissions, causing the adverse impact in combination with the acts or omissions ofsubsidiaries or business partners, including where the company substantially facilitates
or incentivises a business partner to cause an adverse impact, that is, excluding minor ortrivial contributions. When companies are not causing the adverse impacts occurring intheir chain of activities themselves or jointly with other legal entities, but the adverse
impact is caused only by their business partner in the companies’ chains of activities (socalled ‘being directly linked to’ the adverse impact as referred to in the internationalframework), they should still aim to use their influence to bring to an end or minimise
the extent of the adverse impact caused by their business partners or to increase theirinfluence to do so. Using only the notion of ‘causing’ the adverse impact instead of theaforementioned terms used in the international frameworks avoids confusion withexisting legal terms in national legal systems while covering the same causal relations as
described in these frameworks. In this context, in line with the internationalframeworks, the company’s influence on a business partner should include on the one
hand its ability to persuade the business partner to bring to an end or minimise theextent of the adverse impacts (for example through market power, pre-qualification
requirements or linking business incentives to human rights and environmental
performance) and, on the other hand, the degree of influence or leverage that thecompany could reasonably exercise, for example through cooperation with the business
partner in question or engagement with another company which is the direct business
partner of the business partner associated with the adverse impact.
(39)

So as to comply with the obligation of bringing to an end and minimising the extent of
actual adverse impacts under this Directive, companies should be required to take thefollowing appropriate measures, where relevant. Where necessary due to the fact that theadverse impact cannot be immediately brought to an end, companies should develop and6145/24
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implement a corrective action plan. Companies should seek to obtain contractual
assurances from a direct business partner that it will ensure compliance with the code of
conduct and, as necessary, the corrective action plan, including by seeking
corresponding contractual assurances from its partners to the extent that their activities
are part of the companies’ chain of activities. Contractual assurances should bedesigned to ensure that responsibilities are shared appropriately by the company and thebusiness partners. The contractual assurances should be accompanied by appropriate
measures to verify compliance. However, the company should only be obliged to seek thecontractual assurances, as obtaining them may depend on the circumstances. Companies
should also make financial or non-financial investments, adjustment or upgrades,
aiming at ceasing or minimising the extent of adverse impacts, and collaborate withother companies, in compliance with Union law. Where relevant, companies should
adapt business plans, overall strategies and operations, including purchasing practices,and develop and use purchase policies that contribute to living wages and incomes fortheir suppliers, and that do not encourage actual adverse impacts on human rights orthe environment. To conduct their due diligence in an effective and efficient manner,companies should also make necessary modifications of, or improvements to, theirdesign and distribution practices, to address adverse impacts arising both in the
upstream part and the downstream part of their chain of activities, before and after the
product has been made. Adopting and adapting such practices, as necessary, could beparticularly relevant for the company, to avoid an adverse impact in the first instance.
Such measures could also be relevant to address adverse impacts that are jointly causedby the company and its business partner, for instance due to the deadlines or
specifications imposed on it by the company. Also, by better sharing the value along thechain of activities, responsible purchasing or distribution practices contribute to fighting
against child labour, which often arises in countries or territories with high poverty
levels. Companies should also provide targeted and proportionate support for an SME
which is a business partner of the company, where necessary in light of the resources,
knowledge and constraints of the SME, including by providing or enabling access tocapacity-building, training or upgrading management systems, and, where compliancewith the code of conduct or the corrective action plan would jeopardise the viability of
the SME, providing targeted and proportionate financial support, such as direct
financing, low-interest loans, guarantees of continued sourcing, or assistance insecuring financing. Jeopardising the viability of an SME should be interpreted as
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possibly causing a bankruptcy of the SME or putting the SME in a situation wherebankruptcy is imminent.
(40)

In order to reflect the full range of options for the company in cases where actual adverse
impacts could not be addressed by the described measures, this Directive should also referto the possibility for the company to seek contractual assurances with the indirectbusiness partner, with a view to achieving compliance with the company’s code of conduct
or a corrective action plan, and conduct appropriate measures to verify compliance of theindirect business partner with the contractual assurances.

(40a)

When contractual assurances are obtained from an SME that is an indirect business
partner, companies should assess whether the contractual assurances should beaccompanied by appropriate measures for SMEs. When the SMEs requests to pay part ofthe cost, or in agreement with the company, the SME should be able to share the resultsof verification with other companies.

(41)

In order to ensure that appropriate measures for the bringing to an end or minimising ofactual adverse impacts are effective, companies should prioritize engagement withbusiness partners in their chain of activities, instead of terminating the business
relationship, as a last resort action after attempting to bring actual adverse impacts to an
end or minimise their extent without success. However, the Directive should also, forcases where actual adverse impacts could not be brought to an end or the extent adequately
minimised by such appropriate measures, refer to the obligation for companies, as a lastresort, to refrain from entering into new or extending existing relations with the partner inquestion and, where there is a reasonable prospect of change, by using or increasing thecompany’s leverage through the temporary suspension of the business relationship withrespect to the activities concerned, adopt and implement an enhanced corrective action
plan for the specific adverse impact without undue delay including a specific andappropriate timeline for the adoption and implementation of all actions therein, during
which the company may also seek alternative business partners. Factors determining theappropriateness of the timeline for adoption and implementation of these actions could
include the severity of the adverse impact, the need to identify and take steps to bring toan end or minimise the extent of any additional adverse impacts, as well as impacts on
SMEs or smallholders. Companies should suspend their business relationships with thebusiness partner, which increases their leverage and increases the chances that the6145/24
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impact is addressed. Where there is no reasonable expectation that these efforts would
succeed, for instance, in situations of state-imposed forced labour, or where theimplementation of the enhanced corrective action plan failed to bring to an end or
minimise the extent of the adverse impact, the company should be required to terminate
the business relationship with respect to the activities concerned ▌ if the actual adverse
impact is ▌ severe. In order to allow companies to fulfil that obligation, Member Statesshould provide for the availability of an option to terminate the business relationship incontracts governed by their laws. In deciding to terminate or suspend a business
relationship, the company should assess whether the adverse impacts of doing so could
be reasonably expected to be manifestly more severe than the adverse impact that could
not be brought to an end or the extent of which could not be adequately minimised.
Where companies do temporarily suspend or terminate the business relationship, theyshould take steps to prevent, mitigate, or bring to an end the impacts of suspension or
termination, provide reasonable notice to the business partner and keep that decision
under review. It is possible that bringing to an end adverse impacts at the level ofindirect business relationships requires collaboration with another entity. In someinstances, collaboration with another company could be the only realistic way ofbringing to an end actual adverse impacts at the level of indirect business relationships,
in particular, where the indirect business partner is not ready to enter into a contract
with the company.
▌(41a)

Where a company has caused or jointly caused an actual adverse impact, the company
should provide remediation. Remediation means restitution of the affected person or
persons, communities or environment to a situation equivalent or as close as possible tothe situation they would be in had the actual adverse impact not occurred, proportionate
to the company’s implication in the adverse impact, including financial or non-financial
compensation provided by the company to a person or persons affected by the actual
adverse impact and, where applicable, reimbursement of the costs incurred by publicauthorities for any necessary remedial measures. Member States should ensure thatstakeholders affected by an adverse impact should not be required to seek remediation
prior to filing claims in court. Member States should ensure that, where the company
fails to provide remediation in case it has caused or jointly caused the actual adverse
impact, the competent supervisory authority has the power, on its own motion or as a

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ENresult of substantiated concerns communicated to it in accordance with this Directive, toorder the company to provide appropriate remediation. This is without prejudice in suchsituation to the imposition of penalties for the infringement of national provisions
adopted pursuant to this Directive and to the civil liability being sought before a national
court. Where the actual adverse impact is caused only by the company’s business
partner, voluntary remediation may be provided by the company. The company may also
use its ability to influence the business partner causing or jointly causing the adverse
impact to enable remediation.
▌(42)

Companies should provide the possibility for persons and organisations to submit
complaints directly to them in case of legitimate concerns regarding actual or potential
human rights and environmental adverse impacts. Persons and organisations who could
submit such complaints should include persons who are affected or have reasonablegrounds to believe that they might be affected and the legitimate representatives of such
persons on behalf of them, such as civil society organisations and human rights
defenders; trade unions and other workers’ representatives representing individuals
working in the chain of activities concerned; and civil society organisations active andexperienced in the areas related to the environmental adverse impact that is the subject
matter of the complaint. Companies should establish a fair, publicly available, accessible,
predictable and transparent procedure for dealing with those complaints and inform therelevant workers, trade unions and other workers’ representatives about such procedures.
Companies should also establish an accessible mechanism for the submission of
notifications by persons and organisations where they have information or concerns
regarding actual or potential adverse impacts. In order to reduce the burden on
companies, they should be able to participate in collaborative complaints procedures andnotification mechanisms, such as those established jointly by companies (for example, bya group of companies), through industry associations, multi-stakeholders’ initiatives or
global framework agreements. The submission of a notification or complaint should not
be a prerequisite nor preclude the person submitting them from having access to thesubstantiated concerns procedure nor to judicial or other non-judicial mechanisms, suchas the OECD national contact points where they exist. The provisions on the complaints
procedure and notification mechanism under this Directive should avoid that this accessto a company’s representatives leads to unreasonable solicitation. In accordance with

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ENinternational standards, persons submitting complaints, where they do not submit themanonymously, should be entitled to request from the company timely and appropriate
follow-up and to meet with the company’s representatives at an appropriate level to discuss
potential or actual severe adverse impacts that are the subject matter of the complaint andpotential remediation, to be provided with the reasoning as to whether a complaint has
been considered founded or unfounded and, where founded, to be provided withinformation on the steps and actions taken or to be taken. Companies should also takereasonably available measures to prevent any form of retaliation by ensuring theconfidentiality of the identity of the person or organisation submitting the complaint or
notification, in accordance with national law. The terms ‘fair, publicly available,
accessible, predictable and transparent’ should be understood in line with principle 31 of
the United Nations Guiding Principles on Business and Human Rights requiring
procedures to be legitimate, accessible, predictable, equitable, transparent, rightscompatible and a source of continuous learning, as also referred to in the United
Nations Committee on the Rights of the Child General Comment No 16. Workers andtheir representatives should also be properly protected, and any non-judicial remediation
efforts should be without prejudice to encouraging collective bargaining and recognitionof trade unions and should by no means undermine the role of legitimate trade unions
or workers’ representatives in addressing labour-related disputes. Companies should
ensure accessibility of the notification mechanisms and complaint procedures forstakeholders, taking due account of relevant barriers.
(42a)

Due to a broader list of persons or organisations entitled to submit a complaint and abroader scope of subject-matters of complaints, the complaints procedure is legally
understood as a separate mechanism to the internal reporting procedure set up bycompanies in accordance with the Directive (EU) 2019/1937 of the European
Parliament and of the Council43. If the breach of Union or national law included in thematerial scope of that Directive can be considered as an adverse impact and thereporting person is a company’s employee that is directly affected by the adverse impact,
then the person could use both procedures – complaints mechanism in accordance withthis Directive or an internal reporting procedure set out in accordance with that43

Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October
2019 on the protection of persons who report breaches of Union law (OJ L 305,
26.11.2019, p. 17).

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Directive. Nevertheless, if one of the conditions above is not met, then the person could
proceed only via one of the procedures.
(43)

Companies should monitor the implementation and effectiveness of their due diligencemeasures. They should carry out periodic assessments of their own operations, those of
their subsidiaries and, where related to the chains of activities of the company, those of
their ▌ business partners, to assess the implementation and to monitor the adequacy andeffectiveness of the identification, prevention, minimisation, bringing to an end andmitigation of ▌ adverse impacts. Such assessments should verify that adverse impacts areproperly identified, due diligence measures are implemented and adverse impacts haveactually been prevented or brought to an end. In order to ensure that such assessments are
up-to-date, they should be carried out without undue delay after a significant change
occurs, but at least every 12 months and be revised in-between if there are reasonablegrounds to believe that ▌ new risks of adverse impact could have arisen. A significant
change should be understood as a change to the status quo of the company’s own
operations, operations of its subsidiaries or business partners, the legal or businessenvironment or any other substantial shift from the situation of the company or its
operating context. Examples of a significant change could be the cases when thecompany starts to operate in a new economic sector or geographical area, starts
producing new products or changes the way of producing the existing products using
technology with potentially higher adverse impact, or changes its corporate structure via
restructuring or mergers or acquisitions. Reasonable grounds to believe that there are
new risks may arise in different ways, including learning about the adverse impact frompublicly available information, through stakeholder engagement, or throughnotifications. Companies should retain documentation demonstrating their compliancewith this requirement for at least 5 years. Such documentation should at least include,
where relevant, the identified impacts and in-depth assessments pursuant to Article 6,
the prevention and/or corrective action plan pursuant to Articles 7(2)(a) and 8(3)(b),contractual provisions obtained or contracts concluded pursuant to Articles 7(2)(b),(3)and 8(3)(c),(4), verifications pursuant to Articles 7(4) and 8(5), remediation measures,periodic assessments as part of the company’s monitoring obligation, as well as
notifications and complaints. Financial undertakings should carry out periodic
assessment only of their own operations, those of their subsidiaries and of their
upstream business partners.

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(44)

Like in the existing international standards set by the United Nations Guiding Principles on
Business and Human Rights and the OECD framework, it forms part of the due diligencerequirement to communicate externally relevant information on due diligence policies,
processes and activities conducted to identify and address actual or potential adverse
impacts, including the findings and outcomes of those activities. Directive 2013/34/EU
sets out relevant reporting obligations for the companies covered by this directive. In
addition Regulation (EU) 2019/2088 sets out further reporting obligations onsustainability-related disclosures in the financial services sector, for financial
undertakings. In order to avoid duplicating reporting obligations, this Directive should
therefore not introduce any new reporting obligations in addition to those under Directive
2013/34/EU for the companies covered by that Directive as well as the reporting standards
that should be developed under it. In order to comply with their obligation ofcommunicating as part of the due diligence under this Directive, companies should
publish on their website an annual statement in at least one of the official languages of
the Union, within a reasonable period of time, but no later than 12 months after thebalance sheet date of the financial year for which the statement is drawn up, unless thecompany is subject to the sustainability reporting requirements of Directive 2013/34/EU.
In cases where a company is not required to report in accordance with articles 19a or
29a of the Directive 2013/34/EU, the statement should be published by the date of
publication of the annual financial statements. The annual statement should besubmitted to the designated collection body for the purpose of making it accessible on theEuropean Single Access Point (ESAP) as established by Regulation (EU) 2023/2859. In
order to ensure uniform conditions for the implementation of the rules on accessibility of
information on the ESAP, implementing powers should be conferred on theCommission. To enhance legal certainty, the Annex to Regulation (EU) 2023/2859
should be amended by introducing the reference to this Directive.

(44a)

The requirement on companies which are under the scope of this Directive and at thesame time are subject to reporting requirements under Articles 19a, 29a and 40a of
Directive 2013/34/EU to report on their due diligence process as stipulated in Articles
19a, 29a and 40a of Directive 2013/34/EU should be understood as a requirement forcompanies to describe how they implement due diligence as provided for in thisDirective.

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(44b)

It is not the objective of this Directive to require companies to publicly disclose
intellectual capital, intellectual property, know-how or the results of innovation thatwould qualify as trade secrets as defined in Directive (EU) 2016/943 of the European
Parliament and of the Council. Reporting requirements provided for in this Directive
should therefore be without prejudice to Directive (EU) 2016/943. This Directive should
also apply without prejudice to Regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse (market abuse
regulation) and repealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

(44c)

In order to conduct meaningful human rights and environmental due diligence,companies should take appropriate measures to carry out effective engagement withstakeholders, for the process of carrying out the due diligence actions. Without prejudice
to Directive (EU) 2016/943, effective engagement should cover providing consulted
stakeholders with relevant and comprehensive information, as well as ongoing
consultation that allows for genuine interaction and dialogue at the appropriate level,such as project or site level and with appropriate periodicity. Meaningful engagementwith consulted stakeholders should take due account of barriers to engagement, ensurethat stakeholders are free from retaliation and retribution, including by maintaining
confidentiality and anonymity, and particular attention should be paid to the needs ofvulnerable stakeholders, and to overlapping vulnerabilities and intersecting factors,
including by taking into account potentially affected groups or communities, forexample those protected under the United Nations Declaration on the Rights ofIndigenous People and those covered in the United Nations Declaration on Human
Rights Defenders. There are situations in which it will not be possible to carry out
meaningful engagement with consulted stakeholders, or where engagement withadditional expert perspectives is useful to allow the company to comply fully with therequirements of this Directive. In these cases, companies should additionally consult
with experts, such as civil society organisations or legal or natural persons defending
human rights or the environment in order to gain credible insights into potential or
actual adverse impacts.

The consultation of employees and their representatives

should be conducted in accordance with relevant EU law, where applicable, national law
and collective agreements and without prejudice to their applicable rights to
information, consultation and participation, and in particular those covered by relevant
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EU legislation in the field of employment and social rights, including Directive
2002/14/EC, Directive 2009/38/EC and Directive 2001/86/EC. For the purposes of thisDirective, employees should be understood as including temporary agency workers, andother workers in non-standard forms of employment provided that they fulfil the criteria
for determining the status of a worker established by the Court of Justice. When
carrying out consultations, it should be possible for companies to rely on industry
initiatives to the extent that such schemes are appropriate to support effective
engagement. The use of industry and multi-stakeholder initiatives is not in itself
sufficient to fulfil the obligation to consult workers and their representatives.
▌(45)

In order to give companies tools to help them comply with their due diligence requirements
through their ▌ chain of activities the Commission, in consultation with Member Statesand stakeholders, should provide guidance on model contractual clauses, which can beused voluntarily by companies as a tool to help fulfil their obligations in Articles 7 and 8.
The guidance should aim to facilitate a clear allocation of tasks between contracting
parties and ongoing cooperation, in a way that avoids the transfer of the obligations of
this Directive to a business partner and automatically rendering the contract void in caseof a breach. The guidance should reflect the principle that the mere use of contractual
assurances cannot, on its own, satisfy the due diligence standards of this Directive.

(46)

In order to provide support and practical tools to companies or to Member State authorities
on how companies should fulfil their due diligence obligations in a practical manner, andto provide support to stakeholders, the Commission, using relevant internationalguidelines and standards as a reference, and in consultation with Member States andstakeholders, the European Union Agency for Fundamental Rights, the European
Environment Agency, the European Labour Authority, and where appropriate withinternational organisations and other bodies having expertise in due diligence, should ▌issue guidelines, including general guidelines and for specific sectors or specific adverse
impacts and the interplay of this Directive and other Union legislative acts pursuing thesame objectives and providing for more extensive or more specific obligations.

(46a)

Digital tools and technologies, such as those used for tracking, surveillance or tracing
raw materials, goods and products throughout value chains (for instance satellites,

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ENdrones, radars, or platform-based solutions) could support and reduce the cost of data
gathering for value chain management, including the identification and assessment ofadverse impacts, prevention and mitigation, and monitoring of the effectiveness of due
diligence measures. In order to help companies fulfilling their due diligence obligations
along their value chain, the use of such tools and technologies should be encouraged
and promoted. To this end, the Commission should issue guidelines with useful
information and references to appropriate resources. When using digital tools andtechnologies, companies should take into account and appropriately address possible
risks associated therewith, and put in place mechanisms to verify the appropriateness of
the information obtained.
(47)

Although SMEs are not included in the scope of this Directive, they could be impacted byits provisions as contractors or subcontractors to the companies which are in the scope. The
aim is nevertheless to mitigate financial or administrative burden on SMEs, many of which
are already struggling in the context of the global economic and sanitary crisis. In order tosupport SMEs, Member States, with the support of the Commission, should set up andoperate, either individually or jointly, dedicated user-friendly websites, portals or
platforms, to provide information and support to companies, and Member States could
also financially support SMEs and help them build capacity. Such support could also bemade accessible, and where necessary adapted and extended to upstream economic
operators in third countries. Companies whose business partner is an SME, are also
encouraged to support them to comply with due diligence measures ▌ and use fair,reasonable, non-discriminatory and proportionate requirements vis-a-vis the SMEs.

(47a)

The Commission should establish a single helpdesk on corporate sustainability due
diligence. This single helpdesk should be able to collaborate and request informationfrom relevant national authorities in each Member State, including national helpdesks
where they exist, for instance to assist in tailoring the information and guidance tonational contexts and its dissemination, without prejudice to the allocation of functions
and powers among the authorities within national systems. The Single helpdesk andrelevant national authorities should also liaise with each other to ensure cross-bordercooperation.

(48)

In order to complement Member State support to companies, in their implementation,
including SMEs, the Commission may build on existing Union tools, projects and other6145/24
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actions helping with the due diligence implementation in the Union and in third countries.
It may set up new support measures that provide help to companies, including SMEs on
due diligence requirements, including an observatory for chain of activities transparency
and the facilitation of joint stakeholder initiatives.
(49)

The Commission could complement Member States’ support measures building on
existing Union action to support upstream economic operators build the capacity toeffectively prevent and mitigate adverse human rights and environmental impacts of theiroperations and business relationships, paying specific attention to the challenges faced bysmallholders. The Union and Member States within their respective competences areencouraged to use their neighbourhood, development and international cooperation
instruments, including trade agreements, to support third country governments andupstream economic operators in third countries addressing adverse human rights andenvironmental impacts of their operations and upstream business relationships. This could
include working with partner country governments, the local private sector andstakeholders on addressing the root causes of adverse human rights and environmental
impacts.

(50)

This Directive is an important legislative tool to ensure corporate transition to asustainable economy, including to reduce the existential harms and costs of climatechange, to ensure alignment with global net zero by 2050, to avoid any misleading
claims regarding such alignment and to stop greenwashing, disinformation and fossil
fuels expansion worldwide in order to achieve international and European climate
objectives. In order to ensure that this Directive effectively contributes to combatingclimate change, companies should adopt and put into effect a transition plan for climatechange mitigation which aims to ensure, through best efforts, that the business model andstrategy of the company are compatible with the transition to a sustainable economy andwith the limiting of global warming to 1.5 °C in line with the Paris Agreement and theobjective of achieving climate neutrality as established in Regulation (EU) 2021/1119,
including its intermediate and 2050 climate neutrality targets. The plan should address,
where relevant, the exposure of the undertaking to coal-, oil- and gas- related activities.
Such requirements should be understood as an obligation of means and not of results.
Being an obligation of means, due account should be given to the progress companies
make, and the complexity and evolving nature of climate transitioning. While companies
should strive to achieve the GHG emission reduction targets contained in their plans,

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ENspecific circumstances may lead to companies not being able to reach these targets,where this is no longer reasonable. The plan should include time-bound targets related
to their climate objectives for 2030 and in five-year steps up to 2050 based on conclusive
scientific evidence and where appropriate, absolute emission reduction targets forgreenhouse gas for scope 1, scope 2 and scope 3. The plans should develop
implementing actions to achieve the company’s climate targets and be based on
conclusive scientific evidence, meaning evidence with independent scientific validationthat is consistent with the limiting of global warming to 1.5°C as defined by theIntergovernmental Panel on Climate Change (IPCC) and taking into account therecommendations of the European Scientific Advisory Board on Climate Change.
Supervisory authorities should be required to at least supervise the adoption and designof the plan and the updates thereof, in accordance with the requirements laid down inthis Directive. Since the content of the transition plan for climate change mitigation
should be in line with the reporting requirements under Directive 2013/34/EU as regards
corporate sustainability reporting, companies that report such a plan under Directive
2013/34/EU should be deemed to have complied with the specific obligation to adopt aplan under this Directive. While the adoption obligation will be considered to have beenmet, companies still have to abide by their obligation to put this transition plan into
effect and to update it every 12 months to assess progress towards its the targets.
▌(52)

In order to allow for the effective oversight of and, where necessary, enforcement of thisDirective in relation to third-country companies ▌, those companies should designate asufficiently mandated authorised representative in the Union and provide information
relating to their authorised representatives. It should be possible for the authorised
representative to also function as a point of contact, provided the relevant requirements ofthis Directive are complied with. If the third-country company does not designate theauthorised representative, all Member States in which the company operates should becompetent to enforce the fulfilment of this obligation, especially to designate a legal or
natural person in one of the Member States where it operates, in accordance with theenforcement framework set in national law. The Member States initiating such an
enforcement should inform supervisory authorities of other Member States through theEuropean Network of Supervisory Authorities so that other Member States do not
enforce them.

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(53)

In order to ensure the monitoring of the correct implementation of companies’ due
diligence obligations and ensure the proper enforcement of this Directive, Member Statesshould designate one or more national supervisory authorities. These supervisory
authorities should be of a public nature, independent from the companies falling within thescope of this Directive or other market interests, and free from conflicts of interest andexternal influence, whether direct or indirect. In order to exercise their powers
impartially, these supervisory authorities should neither seek nor take instructions fromanybody. In accordance with national law, Member States should ensure that eachsupervisory authority is provided with the human and financial resources necessary forthe effective performance of its tasks and exercise of its powers. They should be entitledto carry out investigations, on their own initiative or based on ▌ substantiated concerns
raised under this Directive. These investigations can include, where appropriate, on site
inspections and the hearing of relevant stakeholders. Where competent authorities under
sectoral legislation exist, Member States could identify those as responsible for theapplication of this Directive in their areas of competence. Supervisory authorities should
publish and make available on a website an annual report on their past activities,
including the most serious breaches identified. Member States should establish anaccessible mechanism for receiving substantiated concerns, free of charge or with a fee
limited to covering administrative costs only, and ensure that practical information ismade available to the public on how to exercise this right.

(54)

In order to ensure effective enforcement of national measures implementing this Directive,
Member States should provide for dissuasive, proportionate and effective penalties forinfringements of those measures. In order for such penalties regime to be effective,
penalties to be imposed by the national supervisory authorities should include pecuniary
penalties and a public statement indicating the company responsible and the nature of
the infringement if the company fails to comply with decision imposing a pecuniary
penalty within the applicable timeframe. This penalties regime is without prejudice tothe power to withdraw and to prohibit the placing, making available on the market andexport of products under other Union legislative acts providing for more extensive or
more specific due diligence obligations, such as the Deforestation Regulation. Member
States should ensure that the pecuniary penalty is commensurate to the company’s
worldwide net turnover when being imposed. However, this should not oblige theMember States to base the pecuniary penalty solely on the net turnover of the company

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in every case. The Member States should decide in accordance with the national law,whether the penalties should be imposed directly by supervisory authorities, incollaboration with other authorities or by application to the competent judicial
authorities. In order to ensure public oversight of the application of the rules set out inthis Directive, the decisions of the supervisory authorities containing penalties imposedon companies due to failure to comply with the provisions of national law implementing
this Directive should be published, sent to the European Network of Supervisory
Authorities and remain publicly available for at least 3 years. The published decision
should not contain any personal data in accordance with the Regulation (EU) 2016/679
of the European Parliament and of the Council1. The publication of the company’s
name is allowed even if it contains a name of a natural person.
(54a)

In order to prevent an artificial reduction of potential administrative fines, Member
States should ensure that, when imposing a pecuniary penalty to a company belonging toa group, pecuniary penalties are calculated taking into account the consolidated
turnover calculated at the level of the ultimate parent company.

▌(55)

In order to ensure consistent application and enforcement of national provisions adopted
pursuant to this Directive, national supervisory authorities should cooperate and coordinate
their action. For that purpose a European Network of Supervisory Authorities should be set
up by the Commission and the supervisory authorities should assist each other inperforming their tasks and provide mutual assistance.

(56)

In order to ensure that victims of adverse impacts have effective access to justice andcompensation, Member States should be required to lay down rules governing the civil
liability of companies for damages caused to a natural or legal person, under thecondition that the company intentionally or negligently failed to ▌ prevent and mitigate
potential adverse impacts or to bring actual impacts to an end and minimise their extent ▌and as a result of such a failure a damage was caused to the natural or legal person.
Damage caused to a person’s protected legal interests should be understood in line with
the national law, for example death, physical or psychological injury, deprivation of
personal liberty, loss of human dignity, or damage to a person’s property. The condition
that the damage has to be caused to a person as a result of the company’s failure to6145/24
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ENcomply with the obligation to address the adverse impact, when the right, prohibition or
obligation listed in Annex I, the abuse or violation of which is resulting in the adverse
impact that should have been addressed, is aimed to protect the natural or legal person towhich the damage is caused, should be understood as that a derivative damage (caused
indirectly to other persons who are not the victims of adverse impacts and who are notprotected by the rights, prohibitions or obligations listed in Annex I) is not covered. For
example, if an employee of a company suffered damage due to the company’s violationof safety standards in the workplace, the landlord of such an employee should not beallowed to bring a claim against the company for an economic loss caused by theemployee not being able to pay the rent. Causality within the meaning of civil liability is
not regulated by this Directive, with the exception that the companies should not be held
liable under this Directive if the damage is caused only by the business partners in thecompanies’ chains of activities (so called ‘being directly linked to’). Victims should havethe right to full compensation for the damage occurred in accordance with national law
and in line with such common principle. Deterrence through damages (i. e. punitive
damages) or any other form of overcompensation should be prohibited.
(57)

As the adverse impacts should be prioritised according to their severity and likelihood
and addressed gradually, if it is not possible to address all identified adverse impacts atthe same time to the full extent, a company should not be liable under this Directive forany damage stemming from any less significant adverse impacts that were not yet
addressed. The correctness of the company’s prioritisation of adverse impacts should,
however, be assessed when determining whether the conditions for company’s liability
were met as part of the assessment of whether the company breached its obligation toadequately address the identified adverse impacts.

▌(58)

The liability regime does not regulate who should prove the fulfilment of the conditions
for liability under the circumstances of the case, or under which conditions the civil
proceeding can be initiated, therefore these questions are left to national law.

(58a)

In order to ensure the right to an effective remedy, as enshrined in Article 2(3) of theInternational Covenant on Civil and Political Rights, Article 8 of the Universal
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Information, Public Participation in Decision-making and Access to Justice inEnvironmental Matters, this Directive addresses some practical and procedural barriers
to justice for victims of adverse impacts, including difficulties in accessing evidence,
limited duration of limitation periods, the absence of adequate mechanisms forrepresentative actions, and prohibitive costs of civil liability proceedings.
(58b)

When a claimant presents a reasoned justification containing reasonably available facts
and evidence sufficient to support the plausibility of its claim for damage and indicatethat additional evidence lies in the control of the company, Member States should ensurethat courts can order that such evidence be disclosed by the company in accordance withnational procedural law, while limiting such disclosure to that which is necessary andproportionate. For this purpose, national courts should consider the extent to which theclaim or defence is supported by available facts and evidence justifying the disclosure
request; the scope and cost of disclosure as well as the legitimate interests of all parties
concerned, including preventing non-specific searches for information which is unlikely
to be of relevance for the parties in the procedure. Where such evidence contains
confidential information, national courts should be able to order its disclosure only
where they consider it relevant to the action for damages and put in place effective
measures to protect such information.

(58c)

Member States should provide for the reasonable conditions under which any alleged
injured party should be able to authorise a trade union, a non-governmental humanrights or environmental organisation or other non-governmental organisation, and,according to national law, national human rights’ institutions, based in any Member
State to bring civil liability actions to enforce victims' rights, where such entities comply
with the requirements laid down in national law, for instance, where they maintain apermanent presence of their own and, in accordance with their statutes, are not engaged
commercially and not only temporarily in the realisation of rights protected under thisDirective or the corresponding rights in national law. This could be achieved byprovisions of national civil procedure on authorization to represent the victim in thecontext of a third-party intervention, based on the explicit consent of the alleged injured
party, and should not be interpreted as requiring the Member States to extend theirnational provisions on representative actions as defined in Directive 2020/1828.

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(58d)

Limitation periods for bringing civil liability claims for damages should be at least five
years and, in any case, not lower than the limitation period laid down under general civil
liability national regimes. National rules on the beginning, duration, suspension orinterruption of limitation periods should not unduly hamper the bringing of actions fordamages and, in any case, should not be less than the rules on general civil liability
national regimes.

(58e)

Moreover, in order to ensure legal remedies, claimants should be able to seek injunctive
measures in the form of a definitive or provisional measure to cease infringements of thenational provisions adopted pursuant to this Directive by performing an action orceasing a conduct.

(59)

As regards civil liability rules, the civil liability of a company for damages arising due toits failure to carry out adequate due diligence should be without prejudice to civil liabilityof its subsidiaries or the respective civil liability of direct and indirect business partners in
the chain of activities. When the company caused the damage jointly with its subsidiaryor business partner, it should be jointly and severally liable with this respective
subsidiary or business partner. This should be in accordance with national law on theconditions of joint and several liability, and without prejudice to any Union or nationallaw on joint and several liability, and on rights of recourse for the full compensation
paid by one jointly and severally liable party.

(59a)

The civil liability rules under this Directive should be without prejudice to Union or
national rules on civil liability related to adverse human rights impacts or to adverse
environmental impacts that provide for liability in situations not covered by or providing
for stricter liability than this Directive.
A stricter liability regime should also be understood as a civil liability regime thatprovides for liability also in cases where the application of the liability rules under thisDirective would not result in the liability of the company.

▌▌▌

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(60)

As regards civil liability arising from adverse environmental impacts, persons who suffer
damage can claim compensation under this Directive even where they overlap with humanrights claims.

(61)

In order to ensure that victims of human rights and environmental harms can bring anaction for damages and claim compensation for damage caused when the company
intentionally or negligently failed to comply with the due diligence obligations stemmingfrom this Directive, this Directive should require Member States to ensure that theprovisions of national law transposing the civil liability regime provided for in thisDirective are of overriding mandatory application in cases where the law applicable to ▌claims to that effect is not the law of a Member State, as could ▌ for instance be the casein accordance with international private law rules when the damage occurs in a third
country. This means that the Member States should also ensure that the requirements as
regards which natural or legal person can bring the claim, the statute of limitations andthe disclosure of evidence are of overriding mandatory application. When transposing thecivil liability regime provided for in this Directive and choosing the methods to achieve
such results, Member States can also take into account all related national rules to theextent they are necessary to ensure the protection of victims and crucial for
safeguarding the Member States’ public interests, such as its political, social or
economic organisation.

(62)

The civil liability regime under this Directive should be without prejudice to the Directive
2004/35/EC of the European Parliament and of the Council44. This Directive should notprevent Member States from imposing further, more stringent obligations on companies orfrom otherwise taking further measures having the same objectives as ▌ Directive
2004/35/EC.

(63)

Member States should ensure that compliance with the obligations resulting from thenational measures transposing this Directive, or their voluntary implementation,
qualifies as an environmental and/or social aspect or element that contracting
authorities may, in accordance with the Directive 2014/24/EU of the European

44

Directive 2004/35/EC of the European Parliament and of the Council of 21 April 2004 on
environmental liability with regard to the prevention and remedying of environmental
damage (OJ L 143; 30.4.2004, p. 56).

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ENParliament and of the Council45, Directive 2014/25/EU of the European Parliament andof the Council46 and Directive 2014/23/EU of the European Parliament and of theCouncil47, take into account as part of the award criteria for public and concession
contracts or lay down in relation to the performance of such contracts. Contracting
authorities and contracting entities may exclude or may be required by Member States to
exclude from participation in a procurement procedure, including a concession award
procedure, where applicable, any economic operator where they can demonstrate by any
appropriate means a violation of applicable obligations in the fields of environmental,social and labour law, including those stemming from certain international agreements
ratified by all Member States and listed in those Directives, or that the economic
operator is guilty of grave professional misconduct, which renders its integrity
questionable. To ensure coherence within EU legislation and support implementation,
the Commission should consider whether it is relevant to update any of these directives,in particular with regards to the requirements and measures Member States are to adopt
to ensure compliance with the sustainability and due diligence obligations throughout
procurement and concession processes.
▌(65)

Persons who work for companies subject to due diligence obligations under this Directiveor who are in contact with such companies in the context of their work-related activities
can play a key role in exposing breaches of the national measures transposing thisDirective. They can thus contribute to preventing and deterring such breaches andstrengthening the enforcement of this Directive. Directive (EU) 2019/1937 ▌ should
therefore apply to the reporting of all breaches of the national measures transposing thisDirective and to the protection of persons reporting such breaches.

45

46

47

Directive 2014/24/EU of the European Parliament and of the Council of 26 February
2014 on public procurement and repealing Directive 2004/18/EC (OJ L 94, 28.3.2014, p.
65).
Directive 2014/25/EU of the European Parliament and of the Council of 26 February
2014 on procurement by entities operating in the water, energy, transport and postal
services sectors and repealing Directive 2004/17/EC (OJ L 94, 28.3.2014, p. 243).
Directive 2014/23/EU of the European Parliament and of the Council of 26 February
2014 on the award of concession contracts (OJ L 94, 28.3.2014, p. 1).

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(65a)

To enhance legal certainty, the applicability, pursuant to this Directive, of Directive(EU) 2019/1937 to reports of breaches of the national measures transposing thisDirective and to the protection of persons reporting such breaches, should be reflected inthat Directive (EU) 2019/1937. The Annex to Directive (EU) 2019/1937 should therefore
be amended accordingly. It is for the Member States to ensure that that amendment isreflected in their transposition measures adopted in accordance with Directive (EU)2019/1937.

▌(66)

In order to specify the information that companies not subject to reporting requirements
under the provisions on corporate sustainability reporting under Directive 2013/34/EU
should be communicating on the matters covered by this Directive, the power to adopt acts
in accordance with Article 290 of the Treaty on the Functioning of the European Union
should be delegated to the Commission in respect of determining additional rules
concerning the content and criteria of such reporting, specifying information on thedescription of due diligence, potential and actual impacts and actions taken on those. It isof particular importance that the Commission carry out appropriate consultations during its
preparatory work, including at expert level, and that those consultations be conducted inaccordance with the principles laid down in the Interinstitutional Agreement of 13 April
2016 on Better Law-Making50. In particular, to ensure equal participation in the
preparation of delegated acts, the European Parliament and the Council receive all
documents at the same time as Member States' experts, and their experts systematicallyhave access to meetings of Commission expert groups dealing with the preparation ofdelegated acts.

(67)

This Directive should be applied in compliance with Union data protection law and theright to the protection of privacy and personal data as enshrined in Articles 7 and 8 of theCharter of Fundamental Rights of the European Union. Any processing of personal data
under this Directive is to be undertaken in accordance with Regulation (EU) 2016/679 ▌,including the requirements of purpose limitation, data minimisation and storage limitation.

50

OJ L 123, 12.5.2016, p. 1.

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(68)

The European Data Protection Supervisor was consulted in accordance with Article 28(2)of Regulation (EU) 2018/1725 of the European Parliament and of the Council52 anddelivered an opinion on … 2022.

▌(70)

The Commission should periodically report to the European Parliament and to theCouncil on the implementation of the Directive and its effectiveness in reaching its
objectives, in particular in addressing adverse impacts. The first report should cover,among others, the impacts of the Directive on SMEs, the scope of application of thisDirective in terms of the companies covered, ▌whether the definition of ‘chain of
activities’ needs to be revised, whether Annex I needs to be modified and thelist of
relevant international conventions referred to in this Directive should be amended, inparticular in the light of international developments, whether the rules on combatting
climate change and the powers of supervisory authorities related to these rules need tobe revised, the effectiveness of the enforcement mechanisms put in place at national
level, of the penalties and the rules on civil liability, and whether changes to the level ofharmonisation of this Directive are required to ensure a level-playing field forcompanies in the internal market. At the earliest possible opportunity after the date ofentry into force of this Directive, but no later than two years after that date, theCommission should also submit a report to the European Parliament and to the Council
on the necessity to lay down additional sustainability due diligence requirements tailored
to regulated financial undertakings with respect to the provision of financial services
and investment activities, and the options for such due diligence requirements as well as
their impacts, in line with the objectives of this Directive, while taking into account other
Union legislative acts that apply to regulated financial undertakings. It should beaccompanied, if appropriate, by a legislative proposal.

(71)

Since the objective of this Directive, namely better exploiting the potential of the single
market to contribute to the transition to a sustainable economy and contributing tosustainable development through the prevention and mitigation of potential or actual

52

Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October
2018 on the protection of natural persons with regard to the processing of personal data by
the Union institutions, bodies, offices and agencies and on the free movement of such data
(OJ L 295, 21.11.2018, p. 39).

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ENhuman rights and environmental adverse impacts in companies’ ▌ chains of activities,
cannot be sufficiently achieved by the Member States acting individually or in an
uncoordinated manner, but can rather, by reason of the scale and effects of the actions, bebetter achieved at Union level. In particular, addressed problems and their causes are of atransnational dimension, as many companies are operating Union wide or globally andvalue chains expand to other Member States and to third countries. Moreover, individual
Member States’ measures risk being ineffective and lead to fragmentation of the internalmarket. Therefore, the Union may adopt measures, in accordance with the principle ofsubsidiarity as set out in Article 5 TEU. In accordance with the principle of proportionality,
as set out in that Article, this Directive does not go beyond what is necessary in order toachieve that objective.
HAVE ADOPTED THIS DIRECTIVE:

Article 1
Subject matter
1.

This Directive lays down rules on(a)▌ obligations for companies regarding actual and potential human rights adverse
impacts and environmental adverse impacts, with respect to their own operations, theoperations of their subsidiaries, and the ▌ operations carried out by their business
partners in companies’ chains of activities;(b)▌ liability for violations of the obligations mentioned above; and(c)obligation to adopt and put into effect a transition plan for climate change
mitigation which aims to ensure, through best efforts, compatibility of the businessmodel and strategy of the company with the transition to a sustainable economy
and with the limiting of global warming to 1.5 °C.

▌
2.

This Directive shall not constitute grounds for reducing the level of protection of human,
employment and social rights, or of protection of the environment or the protection of the6145/24
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climate provided for by the law of Member States, or applicable collective agreements atthe time of the adoption of this Directive.
3.

This Directive shall be without prejudice to obligations in the areas of human, employment
and social rights, protection of the environment and climate change under other Union
legislative acts. If the provisions of this Directive conflict with a provision of another
Union legislative act pursuing the same objectives and providing for more extensive or
more specific obligations, the provisions of the other Union legislative act shall prevail tothe extent of the conflict and shall apply to those specific obligations.

Article 2
Scope
1.

This Directive shall apply to companies which are formed in accordance with thelegislation of a Member State and which fulfil one of the following conditions:(a)the company had more than 1000 employees on average and had a net worldwide
turnover of more than EUR 450 million in the last financial year for which annual
financial statements have been or should have been adopted;(b)

the company did not reach the thresholds under (a) but is the ultimate parent
company of a group that reaches the thresholds in the last financial year for which
consolidated annual financial statements have been or should have been adopted;(ba) the company entered into or is the ultimate parent company of a group that enteredinto franchising or licensing agreements in the Union in return for royalties withindependent third-party companies, where these agreements ensure a common
identity, a common business concept and the application of uniform businessmethods, and where these royalties amount to more than EUR 22,5 million in thelast financial year for which annual financial statements have been or should havebeen adopted, and provided that the company had or is the ultimate parent
company of a group that had a net worldwide turnover of more than EUR 80
million in the last financial year for which annual financial statements have beenor should have been adopted;

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▌
2.

This Directive shall also apply to companies which are formed in accordance with thelegislation of a third country, and fulfil one of the following conditions:(a)generated a net turnover of more than EUR 450 million in the Union in the financial
year preceding the last financial year;(b)

the company did not reach the thresholds under point (a) but is the ultimate parent
company of a group that on a consolidated basis reaches the thresholds under (a)in the financial year preceding the last financial year;(ba) the company entered into or is the ultimate parent company of a group that enteredinto franchising or licensing agreements in the Union in return for royalties withindependent third-party companies, where these agreements ensure a common
identity, a common business concept and the application of uniform businessmethods, and where these royalties amount to more than EUR 22,5 million in theUnion in the financial year preceding the last financial year; and provided that thecompany generated or is the ultimate parent company of a group that generated a
net turnover of more than EUR 80 million in the Union in the financial year
preceding the last financial year;

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2a.

Where the ultimate parent company has as its main activity the holding of shares inoperational subsidiaries and does not engage in taking management, operational or
financial decisions affecting the group or one or more of its subsidiaries, it may be
exempted from carrying out the obligations under this Directive. This exemption is
subject to the condition that one of the ultimate parent company’s subsidiaries
established in the Union is designated to fulfil the obligations set out in Articles 4a,
Articles 5 to 11 and Article 15 on behalf of the ultimate parent company, including theobligations of the ultimate parent company with respect to the activities of its
subsidiaries. In such a case, the designated subsidiary is given all the necessary means
and legal authority to fulfil those obligations in an effective manner, in particular toensure that the designated subsidiary obtains from the companies of the group therelevant information and documents to fulfil the obligations of the ultimate parent
company under this directive.
The ultimate parent company must apply for the exemption to the competent supervisory
authority, in accordance with Article 17, to assess whether the conditions referred to in
the first subparagraph are met. Where the conditions are met, the competent supervisory
authority shall grant the exemption. Where applicable, such authority shall duly informthe competent supervisory authority of the Member State where the designatedsubsidiary is established of the application and then of its decision.
The ultimate parent company shall remain jointly liable with the designated subsidiary
for a failure of the latter to comply with its obligations in accordance with this article
2(2a).

3.

For the purposes of paragraph 1, the number of part-time employees shall be calculated ona full-time equivalent basis. Temporary agency workers and other workers in nonstandard forms of employment, provided that they fulfil the criteria for determining thestatus of a worker established by the Court of Justice, shall be included in the calculationof the number of employees in the same way as if they were workers employed directly forthe same period of time by the company.

3a.

Where a company has met the conditions laid down in paragraphs 1 or 2, the Directive
shall only apply if this occurs in two consecutive financial years. This Directive shall nolonger apply to a company referred to in paragraphs 1 or 2 where the conditions laid

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ENdown in paragraphs 1 or 2 cease to be met for each of the last two relevant financial
years.
4.

As regards the companies referred to in paragraph 1, the Member State competent toregulate matters covered in this Directive shall be the Member State in which the company
has its registered office.

5.

As regards the companies referred to in paragraph 2, the Member State competent toregulate matters covered in this Directive shall be the Member State in which thecompany has a branch. If the company does not have a branch in any Member State, or
has branches located in different Member States, the Member State competent toregulate matters covered in this Directive shall be that in which the company generated
the highest net turnover in the Union in the financial year preceding the last financial
year.

▌

7.

This Directive shall not apply to AIFs as defined in point (a) of Article 4(1) of Directive
2011/61/EU53 or to UCITS authorised in accordance with Article 1(2) of Directive
2009/65/EC54.

▌

53

54

Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on
Alternative Investment Fund Managers and amending Directives 2003/41/EC and2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (OJ L 174,
1.7.2011, p. 1)
Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on
the coordination of laws, regulations and administrative provisions relating toundertakings for collective investment in transferable securities (UCITS) (OJ L 302,
17.11.2009, p. 32).

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Article 3
Definitions
1.

For the purpose of this Directive, the following definitions shall apply:(a)‘company’ means any of the following:(i)a legal person constituted as one of the legal forms listed in Annex I and
Annex II to Directive 2013/34/EU of the European Parliament and of theCouncil 55;(ii)

a legal person constituted in accordance with the law of a third country in aform comparable to those listed in Annex I and II of ▌ Directive 2013/34/EU;▌(iv) a regulated financial undertaking, regardless of its legal form, which is:-a credit institution as defined in Article 4(1), point (1), of Regulation(EU) No 575/2013 the European Parliament and of the Council56;-

an investment firm as defined in Article 4(1), point (1), of Directive
2014/65/EU the European Parliament and of the Council57;-

an alternative investment fund manager (AIFM) as defined in Article
4(1), point (b), of Directive 2011/61/EU of the European Parliament andof the Council58, including a manager of Euveca under Regulation (EU)

55

56

57

58

Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on theannual financial statements, consolidated financial statements and related reports of certain
types of undertakings (OJ L 182, 29.6.2013, p. 19).
Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June2013 on prudential requirements for credit institutions and investment firms and amending
Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1).
Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on
markets in financial instruments and amending Directive 2002/92/EC and Directive
2011/61/EU (OJ L 173, 12.6.2014, p. 349).
Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on
Alternative Investment Fund Managers and amending Directives 2003/41/EC and6145/24
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No 345/2013 of the European Parliament and of the Council59, a manager
of EuSEF under Regulation (EU) No 346/2013 of the European
Parliament and of the Council60 and a manager of ELTIF under
Regulation (EU) 2015/760 of the European Parliament and of theCouncil61;-

an undertaking for collective investment in transferable securities(UCITS) management company as defined Article 2(1), point (b), of
Directive 2009/65/EC of the European Parliament and of the Council62;-

an insurance undertaking as defined in Article 13, point (1), of Directive
2009/138/EC of the European Parliament and of the Council63;-

a reinsurance undertaking as defined in Article 13, point (4), of Directive
2009/138/EC;-

an institution for occupational retirement provision within the scope of
Directive (EU) 2016/2341 of the European Parliament and of theCouncil64 in accordance with Article 2 thereof, unless a Member State
has chosen not to apply that Directive in whole or in parts to that
institution in accordance with Article 5 of that Directive;

▌

59
60
61
62

63

64

▌

2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (OJ L 174,
1.7.2011, p. 1).
Regulation (EU) No 345/2013 of the European Parliament and of the Council of 17 April
2013 on European venture capital funds (OJ L 115, 25.4.2013, p. 1).
Regulation (EU) No 346/2013 of the European Parliament and of the Council of 17 April
2013 on European social entrepreneurship funds (OJ L 115, 25.4.2013, p. 18).
Regulation (EU) 2015/760 of the European Parliament and of the Council of 29 April
2015 on European long-term investment funds (OJ L 123, 19.5.2015, p. 98).
Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on thecoordination of laws, regulations and administrative provisions relating to undertakings forcollective investment in transferable securities (UCITS) (OJ L 302, 17.11.2009, p. 32).
Directive 2009/138/EC of the European Parliament and of the Council of 25 November
2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (SolvencyII) (OJ L 335, 17.12.2009, p. 1).
Directive (EU) 2016/2341 of the European Parliament and of the Council of 14 December
2016 on the activities and supervision of institutions for occupational retirement provision(IORPs) (OJ L 354, 23.12.2016, p. 37).

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▌

▌

▌

▌

-

a central counterparty as defined in Article 2, point (1), of Regulation(EU) No 648/2012 of the European Parliament and of the Council67;-

a central securities depository as defined in Article 2(1), point (1), ofRegulation (EU) No 909/2014 of the European Parliament and of theCouncil68;-

an insurance or reinsurance special purpose vehicle authorised inaccordance with Article 211 of Directive 2009/138/EC;-‘securitisation special purpose entity’ as defined in Article 2, point (2), ofRegulation (EU) No 2017/2402 of the European Parliament and of theCouncil69;-

a financial holding company as defined in article 4, paragraph 1, point(21) of Regulation (EU) 575/2013, an insurance holding company as
defined in Article 212(1), point (f), of Directive 2009/138/EC or a mixed
financial holding company as defined in Article 212(1), point (h), of
Directive 2009/138/EC, which is part of an insurance group that is
subject to supervision at the level of the group pursuant to Article 213 ofthat Directive and which is not exempted from group supervision
pursuant to Article 214(2) of Directive 2009/138/EC;

67

68

69

Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012
on OTC derivatives, central counterparties and trade repositories (OJ L 201, 27.7.2012, p.
1).
Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July
2014 on improving securities settlement in the European Union and on central securities
depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No
236/2012 (OJ L 257, 28.8.2014, p. 1).
Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December
2017 laying down a general framework for securitisation and creating a specific frameworkfor simple, transparent and standardised securitisation, and amending Directives
2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU)No 648/2012 (OJ L 347, 28.12.2017, p. 35).

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-

a payment institution as defined in point (d) of Article 1(1) of Directive(EU) 2015/2366 of the European Parliament and of the Council70;-

an electronic money institution as defined in point (1) of Article 2 ofDirective 2009/110/EC of the European Parliament and of the Council71;-

a crowdfunding service provider as defined in point (e) Article 2(1) ofRegulation (EU) 2020/1503 of the European Parliament and of theCouncil72;-

a crypto-asset service provider as defined in Article 3(1), point (8), of[the proposal for a Regulation of the European Parliament and of theCouncil on Markets in Crypto-assets, and amending Directive (EU)2019/193773] where performing one or more crypto-asset services as
defined in Article 3(1), point (9), of [the proposal for a Regulation of theEuropean Parliament and of the Council on Markets in Crypto-assets, andamending Directive (EU) 2019/1937];

(b)

▌

▌

▌

▌

▌

▌

‘adverse environmental impact’ means an adverse impact on the environment
resulting from the breach of the prohibitions and obligations listed in Part I, points

70

71

72

73

Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November
2015 on payment services in the internal market, amending Directives 2002/65/EC,
2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive
2007/64/EC (OJ L 337, 23.12.2015, p. 35).
Directive 2009/110/EC of the European Parliament and of the Council of 16 September
2009 on the taking up, pursuit and prudential supervision of the business of electronicmoney institutions amending Directives 2005/60/EC and 2006/48/EC and repealing
Directive 2000/46/EC (OJ L 267, 10.10.2009, p. 7).
Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October
2020 on European crowdfunding service providers for business, and amending Regulation(EU) 2017/1129 and Directive (EU) 2019/1937 (OJ L 347, 20.10.2020, p. 1).
COM/2020/593 final.

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18 and 19, and Part II of Annex I, taking into account national legislation linked
to the provisions of the instruments listed therein;(c)‘adverse human rights impact’ means an ▌ impact on ▌ persons resulting from:(i)an abuse of one of the human rights listed in the Annex I, Part I Section 1,
as those human rights are enshrined in the international instruments listed
in Annex I, Part I Section 2;(ii)

an abuse of a human right not listed in the Annex I, Part I Section 1, but
included in the human rights instruments listed in the Annex I, Part I
Section 2, provided that:-the human right can be abused by a company or legal entity;-

the human right abuse directly impairs a legal interest protected in thehuman rights instruments listed in the Annex I, Part I Section 2; and-the company could have reasonably foreseen the risk that such human rightmay be affected, taking into account the circumstances of the specific case,including the nature and extent of the company’s business operations and its
chain of activities, characteristics of the economic sector and geographicaland operational context;(ca) ‘adverse impact’ means adverse environmental impact and adverse human rights
impact;(d)‘subsidiary’ means a legal person as defined in Article 2, point (10), of Directive
2013/34/EU and a legal person through which the activity of a ‘controlled
undertaking’ as defined in Article 2(1), point (f), of Directive 2004/109/EC of theEuropean Parliament and of the Council 74 is exercised;

(e)

74

‘business partner’ means an entity

Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004
on the harmonisation of transparency requirements in relation to information about issuers
whose securities are admitted to trading on a regulated market and amending Directive
2001/34/EC (OJ L 390, 31.12.2004, p. 38).

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(i)

with whom the company has a commercial agreement related to theoperations, products or services of the company or to whom the company
provides services pursuant to point (g) (‘direct business partner’), or(ii)

which is not a direct business partner but which performs business operations
related to the operations, products or services of the company (‘indirectbusiness partner’);▌(g)‘ ▌ chain of activities’ means:(i)activities of a company’s upstream business partners related to the
production of goods or the provision of services by the company, including
the design, extraction, sourcing, manufacture, transport, storage and supplyof raw materials, products or parts of the products and development of the
product or the service, and(ii)

activities of a company’s downstream business partners related to the
distribution, transport and storage of the product, where the business
partners carry out those activities for the company or on behalf of thecompany, excluding thedistribution, transport, storage of the product being
subject to the export control under the Regulation (EU) 2021/821 of theEuropean Parliament and of the Council or the export control relating toweapons, munition or war materials, after the export of the product isauthorised.

▌
▌
▌
▌
▌
▌

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(h)

‘independent third-party verification’ means verification of the compliance by acompany, or parts of its chain of activities, with human rights and environmental
requirements resulting from the provisions of this Directive by an expert which isobjective, completely independent from the company, free from any conflicts ofinterests and from external influence, has experience and competence inenvironmental or human rights matters, according to the nature of the adverse
impact, and is accountable for the quality and reliability of the verification;(i)‘SME’ means a micro, small or a medium-sized undertaking, irrespective of its legal
form, that is not part of a large group, as those terms are defined in Article 3(1), (2),(3) and (7) of Directive 2013/34/EU;(j)‘industry or multi-stakeholder initiative’ means a combination of voluntary ▌ due
diligence procedures, tools and mechanisms ▌, developed and overseen by
governments, industry associations, interested organisations, including civil society
organisations, or groupings or combinations thereof, that companies may
participate in in order to support the implementation of due diligence obligations;(k)‘authorised representative’ means a natural or legal person resident or established in
the Union who has a mandate from a company within the meaning of point (a)(ii) toact on its behalf in relation to compliance with that company’s obligations pursuant
to this Directive;(l)‘severe adverse impact’ means an adverse ▌ impact that is especially significant by
its nature, such as an impact that entails harm to human life, health and liberty, orby its scale, scope or irremediable character, taking into account its gravity,
including the number of individuals that are or may be affected, the extent to which
the environment is or may be damaged or otherwise affected, its irreversibility andthe limits on the ability to restore affected individuals or the environment to asituation equivalent to their situation prior to the impact within a reasonable periodof time;(m) ‘net turnover’ means:(i)the ‘net turnover’ as defined in Article 2, point (5), of Directive 2013/34/EU;
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(ii)

where the company applies international accounting standards adopted on thebasis of Regulation (EC) No 1606/2002 of the European Parliament and of theCouncil75 or is a company within the meaning of point (a)(ii), the revenue as
defined by or within the meaning of the financial reporting framework on thebasis of which the financial statements of the company are prepared;(n)‘stakeholders’ means the company’s employees, the employees of its subsidiaries,
trade unions and workers’ representatives, consumers; and other individuals,
groups, communities or entities whose rights or interests are or could be affected by
the products, services and operations of that company, its subsidiaries and its
business partners, including the employees of the company’s business partners,
trade unions and workers’ representatives, national human rights andenvironmental institutions, civil society organisations whose purpose includes theprotection of the environment, and the legitimate representatives of thoseindividuals, groups, communities or entities;

▌
▌

▌
▌
▌
▌

▌
(q)

‘appropriate measures’ means measures that are capable of achieving the objectivesof due diligence by effectively addressing adverse impacts in a mannercommensurate to the degree of severity and the likelihood of the adverse impact, andreasonably available to the company, taking into account the circumstances of thespecific case, including the nature and extent of the adverse impact and relevantrisk factors.

75

Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July
2002 on the application of international accounting standards (OJ L 243, 11.9.2002, p.1).

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(qa) ‘business relationship’ means a relationship of the company with its business
partner;(r)‘parent company’ means a company which controls one or more subsidiaries
within the meaning of point (d);(ra) ‘ultimate parent company’ means a parent company which controls, either directly
or indirectly in accordance with the criteria set out in Article 22(1) to (5) of
Directive 2013/34/EU of the European Parliament and of the Council, one or more
subsidiary companies and is not controlled by another company;(s)‘group of companies’ means a parent company and all its subsidiaries;(qe) ‘remediation’ means restitution of the affected person or persons, communities orenvironment to a situation equivalent or as close as possible to the situation theywould be in had the actual adverse impact not occurred, proportionate to thecompany’s implication in the adverse impact, including financial or non-financial
compensation provided by the company to a person or persons affected by theactual adverse impact and, where applicable, reimbursement of the costs incurredby public authorities for any necessary remedial measures;(qe) ‘risk factors’ means facts, situations or circumstances that relate to the severity
and likelihood of an adverse impact, including company-level, business operations,geographic and contextual, product and service, and sectoral risk factors;▌(qg) ‘severity of an adverse impact’ means the scale, scope or irremediable character of
the adverse impact, taking into account the gravity of an adverse impact, including
the number of individuals that are or may be affected, the extent to which theenvironment is or may be damaged or otherwise affected, its irreversibility and thelimits on the ability to restore affected individuals or the environment to a situationequivalent to their situation prior to the impact within a reasonable period of time.
2.

The Commission shall be empowered to adopt delegated acts in accordance with Article
28 in order to amend Annex I to this Directive by: (a) Adding the reference to articles ofinternational instruments ratified by all Member States and falling within the scope of a6145/24
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ENspecific right, prohibition or obligation related to the protection of human rights,
fundamental freedoms and of the environment listed in Annex I; (b) Modifying, as
appropriate, the reference to international instruments referred to in Annex I, in view ofthe modification, supersession or abrogation of such instruments; (c) In accordancewith developments within the relevant international fora concerning the instruments
listed in Annex I, Part 1, Section 2, (i) replacing the reference to the listed instruments,
by the reference to new instruments covering the same subject matter and ratified by all
Member States, or (ii) adding the reference to new instruments covering the same
subject matter as the listed instruments and ratified by all Member States.

Article 3a
Level of harmonisation
1.

Member States shall not introduce, in their national law, provisions within the fieldcovered by this Directive, laying down human rights and environmental due diligenceobligations diverging from those laid down in Articles 6(1), 6(1a), 7(1) and 8(1), without
prejudice to Article 1(2) and (3).

2.

Notwithstanding paragraph 1, this Directive shall not preclude Member States fromintroducing, in their national law, more stringent provisions, diverging from those laid
down in Articles other than Articles 6(1), 6(1a), 7(1) and 8(1), or provisions that are
more specific in terms of the objective or the field covered, in order to achieve a different
level of protection of human, employment and social rights, the environment or the
climate.

Article 4
Due diligence
1.

Member States shall ensure that companies conduct risk-based human rights andenvironmental due diligence as laid down in Articles 5 to 11 (‘due diligence’) by carryingout the following actions:(a)integrating due diligence into their policies and risk management systems inaccordance with Article 5;6145/24
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(b)

identifying and assessing actual or potential adverse impacts in accordance with
Article 6 and, where necessary, prioritising potential and actual adverse impacts inaccordance with Article 6a;(c)preventing and mitigating potential adverse impacts, and bringing actual adverse
impacts to an end and minimising their extent in accordance with Articles 7 and 8;▌(cb) providing remediation to actual adverse impacts in accordance with Article 8c;(cc) carrying out meaningful engagement with stakeholders in accordance with Article
8d;(d)establishing and maintaining a notification mechanism and complaints procedure inaccordance with Article 9;(e)monitoring the effectiveness of their due diligence policy and measures inaccordance with Article 10;(f)publicly communicating on due diligence in accordance with Article 11.

▌2.

Member States shall ensure that, for the purposes of due diligence, companies are entitledto share resources and information within their respective groups of companies and withother legal entities.

3.

Member States shall ensure that a business partner shall not be obliged to disclose to acompany which is complying with the obligations resulting from this Directive,
information that is a trade secret as defined in Article 2(1) of Directive (EU) 2016/943
of the European Parliament and of the Council76, without prejudice to the disclosure of
the identity of direct and indirect business partners, or essential information needed to
identify potential or actual adverse impacts, where necessary and duly justified for thecompany’s compliance with due diligence obligations. This shall be without prejudice to76

Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016
on the protection of undisclosed know-how and business information (trade secrets)
against their unlawful acquisition, use and disclosure (OJ L 157, 15.6.2016, p. 1).

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ENthe possibility for the business partners to protect their trade secrets through themechanisms established in Directive (EU) 2016/943 of the European Parliament and of
the Council. Business partners shall never be obliged to disclose classified informationor other information the disclosure of which would cause a risk to the essential interestsof a state's security.
3a.

Member States shall require companies to retain documentation regarding the actions
adopted to fulfil their due diligence obligations for the purpose of demonstratingcompliance, including supporting evidence, for at least 5 years from the moment whensuch documentation was produced or obtained.
Where, upon expiry of the applicable period, there is an ongoing judicial oradministrative proceeding under this Directive, the retention period shall be extended
until the final conclusion of the matter.

Article 4a
Due diligence support at a group level
1.

Member States shall ensure that parent companies falling under the scope of thisDirective may fulfil the obligations set out in Articles 5 to 11 and Article 15 on behalf ofcompanies which are their subsidiaries falling under the scope of this Directive, if thisensures effective compliance. This is without prejudice to the subsidiaries being subject
to the exercise of the supervisory authority's powers in accordance with Article 18 and totheir civil liability in accordance with Article 22.

2.

The fulfilment of due diligence obligations set out in Articles 5 to 11 by a parent
company in accordance with paragraph 1 of this Article is subject to all the following
conditions:(a)the subsidiary and parent company provide each other with all the necessary
information and cooperate to fulfil the obligations resulting from this Directive;(b)the subsidiary abides by its parent company's due diligence policy accordingly
adapted to ensure that the obligations laid down in Article 5(1) are fulfilled withrespect to the subsidiary;

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(c)

the subsidiary integrates due diligence into all its policies and risk management
systems in accordance with Article 5, clearly describing which obligations are to be
fulfilled by the parent company, and, where necessary, communicating so to
relevant stakeholders;(d)where necessary, the subsidiary continues to take appropriate measures inaccordance with Articles 7and 8 and to fulfil its obligations under Articles 8c and
8d;

(e)

where relevant, the subsidiary fulfils the obligation to seek the contractual
assurances in accordance with Article 7(2), point (b), or Article 8(3), point (c); toseek contractual assurances with an indirect business partner in accordance with
Articles 7(3) or 8(4); and to temporarily suspend or terminate the business
relationship in accordance with Articles 7(5) or 8(6);▌▌3.

When the parent company fulfils the obligation set out in Article 15 on behalf of thesubsidiary in accordance with paragraph 1 of this Article, the subsidiary shall comply
with the obligations laid down in Article 15 in accordance with the parent company's
transition plan for climate change mitigation accordingly adapted to its business modeland strategy.

Article 5Integrating due diligence into company’s policies and risk management systems
1.

Member States shall ensure that companies integrate due diligence into all their relevant
policies and risk management systems and have in place a due diligence policy that
ensures a risk-based due diligence.
▌▌▌

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▌
1a.

The due diligence policy shall be developed in prior consultation with the company’s
employees and their representatives, and contain all of the following:(a)a description of the company’s approach, including in the long term, to due
diligence;(b)a code of conduct describing rules and principles to be followed throughout thecompany and its subsidiaries, and the company’s direct or indirect business
partners in accordance with Article 7(2), point (b), 7(3), 8(3), point (c), or 8(4); and(c)a description of the processes put in place to integrate due diligence into therelevant policies and to implement due diligence, including the measures taken toverify compliance with the code of conduct and to extend its application to business
partners.

2.

Member States shall ensure that the companies update their due diligence policy without
undue delay after a significant change occurs, and review and, where necessary, update
it at least every 24 months.
For this purpose, companies shall take into account the adverse impacts alreadyidentified according to Article 6, as well as the appropriate measures taken to address
such adverse impacts in line with Articles 7 and 8 and the outcome of the assessments
carried out in accordance with Article 10.

▌▌▌

Article 6
Identifying and assessing actual and potential adverse impacts
1.

Member States shall ensure that companies take appropriate measures to identify andassess actual and potential adverse ▌ impacts arising from their own operations or those of

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ENtheir subsidiaries and, where related to their chains of activities, those of their business
partners, in accordance with this Article.
1a.

As part of the obligation in paragraph 1, taking into account relevant risk factors,
companies shall take appropriate measures to:(a) map their own operations, those of their subsidiaries and, where related to theirchains of activities, those of their business partners, in order to identify general areas
where adverse impacts are most likely to occur and to be most severe;(b) based on the results of that mapping, carry out an in-depth assessment of the own
operations, those of their subsidiaries and, where related to their chains of activities,
those of their business partners, in the areas where adverse impacts were identified to be
most likely to occur and most severe.

▌
▌
▌
▌
▌
4.

Member States shall ensure that, for the purposes of identifying and assessing the adverse
impacts referred to in paragraph 1 based on, where appropriate, quantitative and qualitative
information, companies are entitled to make use of appropriate resources, including
independent reports and information gathered through the notification mechanism andcomplaints procedure provided for in Article 9. ▌▌4b.

Where information necessary for the in-depth assessment according to paragraph (1a),point (b) can be obtained from business partners at different levels of the chain of
activities, the company shall prioritise requesting such information, where reasonable,
directly from business partners where the adverse impacts are most likely to occur.

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Article 6aPrioritisation of identified actual and potential adverse impacts
1.

Member States shall ensure that, where it is not feasible to prevent, mitigate, bring to an
end or minimise all identified adverse impacts at the same time to their full extent,
companies prioritise adverse impacts identified pursuant to Article 6 for fulfilling theobligations laid down in Article 7 or 8.

2.

The prioritisation shall be based on the severity and likelihood of the adverse impacts.

3.

Once the most severe and most likely adverse impacts are addressed in accordance with
Article 7 or 8 in a reasonable time, the company shall address less severe and less likely
adverse impacts.

Article 7
Preventing potential adverse impacts
1.

Member States shall ensure that companies take appropriate measures to prevent, or where
prevention is not possible or not immediately possible, adequately mitigate potential
adverse ▌ impacts that have been, or should have been, identified pursuant to Article 6, in
accordance with Article 6a and with this Article.
To determine the appropriate measures referred to in the first subparagraph, due accountshall be taken of:(a)whether the potential adverse impact may be caused only by the company; whether
it may be caused jointly by the company and its subsidiary or business partner,
through acts or omissions; or whether it may be caused only by the company’sbusiness partner in the chain of activities;(b)whether the potential adverse impact may occur in the operations of the subsidiary,
direct business partner or indirect business partner; and(c)the ability of the company to influence the business partner that may cause or
jointly cause the potential adverse impact

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▌
▌
2.

Companies shall be required to take the following appropriate measures, where relevant:(a)where necessary, due to the nature or complexity of the measures required forprevention, without undue delay develop and implement a prevention action plan,with reasonable and clearly defined timelines for the implementation of appropriate
measures and qualitative and quantitative indicators for measuring improvement.
Companies may develop their action plans in cooperation with industry or multistakeholder initiatives. The prevention action plan shall be adapted to companies'
operations and chain of activities;(b)seek contractual assurances from a ▌ direct business partner that it will ensurecompliance with the company’s code of conduct and, as necessary, a prevention
action plan, including by establishing corresponding contractual assurances from its
partners, to the extent that their activities are part of the company’s ▌ chain of
activities. When such contractual assurances are obtained, paragraph 4 shall apply;(c)make necessary financial or non-financial investments, adjustments or upgrades,such as into facilities, production or other operational processes and infrastructures▌;(ca) make necessary modifications of, or improvements to, the company’s own businessplan, overall strategies and operations, including purchasing practices, design anddistribution practices;(d)provide targeted and proportionate support for an SME which is a business partnerof the company, where necessary in light of the resources, knowledge andconstraints of the SME, including by providing or enabling access to capacitybuilding, training or upgrading management systems, and, where compliance withthe code of conduct or the prevention action plan would jeopardise the viability of
the SME, providing targeted and proportionate financial support, such as direct
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▌
(e)

in compliance with Union law, including competition law, collaborate with otherentities, including, where relevant, to increase the company’s ability to prevent or
mitigate the adverse impact ▌, in particular where no other measure is suitable oreffective.

▌
▌
2a.

Companies may take, where relevant, appropriate measures in addition to the measures
included in paragraph 2, such as engaging with a business partner about the company’s
expectations with regard to preventing and mitigating the potential adverse impacts, orproviding or enabling access to capacity-building, guidance, administrative andfinancial support such as loans or financing, taking into consideration the resources,
knowledge and constraints of the business partner.

3.

As regards potential adverse impacts that could not be prevented or adequately mitigatedby the appropriate measures listed in paragraph 2, the company may seek contractual
assurances with an indirect business partner, with a view to achieving compliance withthe company’s code of conduct or a prevention action plan. When such contractual
assurances are sought, paragraph 4 shall apply.

4.

The contractual assurances ▌ shall be accompanied by the appropriate measures to verify
compliance. For the purposes of verifying compliance, the company may refer toindependent third-party verification, including through industry or multi-stakeholder
initiatives.
When contractual assurances are obtained from, or a contract is entered into, with an SME,
the terms used shall be fair, reasonable and non-discriminatory. The company shall also
assess whether the contractual assurances with an SME should be accompanied by some of
the appropriate measures for SMEs included in paragraph 2, point (d). Where measures toverify compliance are carried out in relation to SMEs, the company shall bear the cost of the
independent third-party verification.
In case the SME requests to pay at least a part of the cost, or in agreement with thecompany, the SME shall be able to share the results of verifications with other companies.

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5.

As regards potential adverse impacts within the meaning of paragraph 1 that could not be
prevented or adequately mitigated by the measures in paragraphs 2, 3 and 4, as a lastresort, the company shall be required to refrain from entering into new or extending
existing relations with a business partner in connection with or in the chain of activities ofwhich the impact has arisen and shall, where the law governing their relations so entitles
them to, take the following actions, as a last resort:(a)adopt and implement an enhanced prevention action plan for the specific adverse
impact without undue delay, by using or increasing the company’s leveragethrough the temporary suspension of business relationships with respect to theactivities concerned, as long as there is reasonable expectation that these efforts will
succeed. The action plan shall include a specific and appropriate timeline for the
adoption and implementation of all actions therein, during which the company
may also seek alternative business partners;(b)

if there is no reasonable expectation that these efforts would succeed, or if theimplementation of the enhanced prevention action plan failed to prevent or
mitigate the adverse impact, terminate the business relationship with respect to theactivities concerned if the potential adverse impact is severe.
Prior to temporarily suspending or terminating the business relationship, thecompany shall assess whether the adverse impacts of doing so can be reasonably
expected to be manifestly more severe than the adverse impact that could not be
prevented or adequately mitigated. Should that be the case, the company shall not
be required to suspend or to terminate the business relationship, and shall be in aposition to report to the competent supervisory authority about the duly justified
reasons of such decision.

Member States shall provide for the availability of an option to temporarily suspend or
terminate the business relationship in contracts governed by their laws in accordance with thefirst subparagraph, except for contracts where the parties are obliged by law to enter into
them.
▌

▌
▌

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▌

▌
▌
▌
▌
Where the company decides to temporarily suspend or terminate the business
relationship, the company shall take steps to prevent, mitigate or bring to an end theimpacts of suspension or termination, provide reasonable notice to the business partnerand keep that decision under review.
Where the company decides not to temporarily suspend or terminate the business
relationship in line with this article, the company shall monitor the potential adverse
impact and periodically reassess its decision and whether further appropriate measures
are available.

▌

Article 8
Bringing actual adverse impacts to an end
1.

Member States shall ensure that companies take appropriate measures to bring actual
adverse impacts that have been, or should have been, identified pursuant to Article 6 to anend, in accordance with Article 6a and with this Article.
To determine the appropriate measures referred to in the first subparagraph, due accountshall be taken of:(a)whether the actual adverse impact is caused only by the company; whether it iscaused jointly by the company and its subsidiary or business partner, through acts
or omissions; or whether it is caused only by the company’s business partner in the
chain of activities;(b)whether the actual adverse impact occurred in the operations of the subsidiary,
direct business partner or indirect business partner; and6145/24
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(c)

the ability of the company to influence the business partner causing or jointly
causing the actual adverse impact.

2.

Where the adverse impact cannot immediately be brought to an end, Member States shallensure that companies minimise the extent of such an impact.

▌▌3.

Companies shall be required to take the following appropriate measures, where relevant:(a)neutralise the adverse impact or minimise its extent ▌. The action shall be
proportionate to the severity of the adverse impact and to the ▌ company’s
implication in the adverse impact;(b)where necessary due to the fact that the adverse impact cannot be immediately
brought to an end, without undue delay develop and implement a corrective action
plan with reasonable and clearly defined timelines for the implementation of
appropriate measures and qualitative and quantitative indicators for measuring
improvement. Companies may develop their action plans in cooperation withindustry or multi-stakeholder initiatives. The corrective action plan shall be adapted
to companies' operations and chain of activities;(c)seek contractual assurances from a direct ▌ business partner that it will ensurecompliance with the company’s code of conduct and, as necessary, a corrective
action plan, including by establishing corresponding contractual assurances from its
partners, to the extent that their activities are part of the company’s chain of
activities. When such contractual assurances are obtained, paragraph 5 shall apply;(d)make necessary financial or non-financial investments, adjustments or upgrades,such as into facilities, production or other operational processes and infrastructures▌;(da) make necessary modifications of, or improvements to, the company’s own businessplan, overall strategies and operations, including purchasing practices, design anddistribution practices;

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(e)

provide targeted and proportionate support for an SME ▌ which is a business
partner of the company, where necessary in light of the resources, knowledge andconstraints of the SME, including by providing or enabling access to capacitybuilding, training or upgrading management systems, and, where compliance withthe code of conduct or the corrective action plan would jeopardise the viability of theSME, providing targeted and proportionate financial support, such as direct
financing, low-interest loans, guarantees of continued sourcing, or assistance insecuring financing.

▌(f)in compliance with Union law, including competition law, collaborate with otherentities, including, where relevant, to increase the company’s ability to bring theadverse impact to an end or minimise the extent of such impact, in particular where
no other measure is suitable or effective.

(g)provide remediation in accordance with Article 8c.

▌
▌
3a.

Companies may carry out, where relevant, appropriate measures in addition to themeasures included in paragraph 3, such as engaging with a business partner about thecompany’s expectations with regard to bringing adverse impacts to an end or minimise
the extent of such impacts, or providing or enabling access to capacity-building,
guidance, administrative and financial support such as loans or financing, taking into
consideration the resources, knowledge and constraints of the business partner.

4.

As regards actual adverse impacts that could not be brought to an end or the extent of
which could not be adequately minimised by the appropriate measures listed in paragraph
3, the company may seek contractual assurances with an indirect business partner, with aview to achieving compliance with the company’s code of conduct or a corrective action
plan. When such contractual assurances are sought, paragraph 5 shall apply.

5.

The contractual assurances ▌ shall be accompanied by the appropriate measures to verify
compliance. For the purposes of verifying compliance, the company may refer to6145/24
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independent third-party verification, including through industry or multi-stakeholder
initiatives.
When contractual assurances are obtained from, or a contract is entered into, with an SME,
the terms used shall be fair, reasonable and non-discriminatory. The company shall also
assess whether the contractual assurances with an SME should be accompanied by some of
the appropriate measures for SMEs included in paragraph 3, point (e). Where measures toverify compliance are carried out in relation to SMEs, the company shall bear the cost of the
independent third-party verification.
In case the SME requests to pay at least a part of the cost, or in agreement with thecompany, the SME shall be able to share the results of verifications with other companies.
▌▌
6.

As regards actual adverse impacts within the meaning of paragraph 1 that could not be
brought to an end or the extent of which could not be minimised by the measures ▌ inparagraphs 3, 4 and 5, as a last resort, the company shall be required to refrain fromentering into new or extending existing relations with a business partner in connection
with or in the ▌ chain of activities of which the impact has arisen and shall, where the law
governing their relations so entitles them to, take ▌ the following actions, as a last resort:(a)adopt and implement an enhanced corrective action plan for the specific adverse
impact without undue delay, including by using or increasing the company’s
leverage through the temporary suspension of business relationships with respect tothe activities concerned, as long as there is reasonable expectation that these
efforts will succeed. The action plan shall include a specific and appropriate
timeline for the adoption and implementation of all actions therein, during which
the company may also seek alternative business partners;(b)

if there is no reasonable expectation that these efforts would succeed, or if theimplementation of the enhanced corrective action plan failed to bring to an end or
minimise the extent of the adverse impact, terminate the business relationship withrespect to the activities concerned ▌ if the actual adverse impact is ▌ severe.

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Prior to temporarily suspending or terminating the business relationship, thecompany shall assess whether the adverse impacts of doing so can be reasonably
expected to be manifestly more severe than the adverse impact that could not be
brought to an end or the extent of which could not be adequately minimised.
Should that be the case, the company shall not be required to suspend or toterminate the business relationship, and shall be in a position to report to thecompetent supervisory authority about the duly justified reasons of such decision.
Member States shall provide for the availability of an option to temporarily suspend or
terminate the business relationship in contracts governed by their laws in accordance with thefirst subparagraph, except for contracts where the parties are obliged by law to enter into
them.
▌

▌
▌

▌

▌
▌
▌
▌
Where the company decides to temporarily suspend or terminate the business
relationship, the company shall take steps to prevent, mitigate or bring to an end theimpacts of suspension or termination, provide reasonable notice to the business partnerand keep that decision under review.
Where the company decides not to temporarily suspend or terminate the business
relationship in line with this article, the company shall monitor the actual adverse
impact and periodically reassess its decision and whether further appropriate measures
are available.

▌

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▌
▌

▌

▌

▌
▌
▌
▌

Article 8c
Remediation of actual adverse impacts
1.

Member States shall ensure that where a company has caused or jointly caused an
actual adverse impact, that company shall provide remediation.

▌▌
2.

Where the actual adverse impact is caused only by the company’s business partner,
voluntary remediation may be provided by the company. The company may also use its
ability to influence the business partner causing the adverse impact to enable
remediation.

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Article 8d
Carrying out meaningful engagement with stakeholders
1.

Member States shall ensure that companies take appropriate measures to carry out
effective engagement with stakeholders, in accordance with this article.

2.

Without prejudice to Directive (EU) 2016/943, when consulting with stakeholders,companies shall, as appropriate, provide relevant and comprehensive information to
stakeholders, in order to carry out effective and transparent consultations. Without
prejudice to Directive (EU) 2016/943, consulted stakeholders shall be allowed to make areasoned request for relevant additional information, which shall be provided by thecompany within a reasonable period of time and in an appropriate and comprehensible
format. If the company refuses a request for additional information, the consulted
stakeholder shall be entitled to written justification for that refusal.

2a.

Consultation of stakeholders shall take place, in the following steps of the due diligenceprocess:(a) to gather the necessary information on actual or potential adverse impacts, in order
to identify, assess and prioritise adverse impacts pursuant to Articles 6 and 6a;(b) the development of prevention and corrective action plans pursuant to Article 7(2)and Article 8(3), and the development of enhanced prevention and corrective actionplans pursuant to Article 7(5) and Article 8(6);(c) the decision to terminate or suspend a business relationship pursuant to Article 7(5)and Article 8(6);(d) the adoption of appropriate measures to remediate adverse impacts pursuant to
Article 8c.
(e) as appropriate, when developing qualitative and quantitative indicators for themonitoring pursuant to Article 10.

3.

Where it is not reasonably possible to carry out effective engagement with stakeholders
to the extent necessary to comply with the requirements of this Directive, companies
shall consult additionally with experts who can provide credible insights into potential or
actual adverse impacts.

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4.

In consulting stakeholders, companies shall identify and address barriers to engagement
and shall ensure that participants are not the subject of retaliation or retribution,
including by maintaining confidentiality or anonymity.

5.

Member States shall ensure that companies are allowed to fulfil the obligations laid
down in this Article through industry or multi-stakeholder initiatives, as appropriate,
provided that the consultations procedures meet the requirements set out in this Article.
The use of industry and multi-stakeholder initiatives shall not be sufficient to fulfil theobligation to consult the company’s own employees and their representatives.

6.

Engagement with employees and their representatives shall be without prejudice torelevant EU and national legislation in the field of employment and social rights as wellas collective agreements applicable.

▌

Article 9
Notification mechanism and complaints procedure1.

Member States shall ensure that companies provide the possibility for persons andorganisations listed in paragraph 2 to submit complaints to them where these persons ororganisations have legitimate concerns regarding actual or potential adverse ▌ impacts
with respect to the companies' own operations, the operations of their subsidiaries or theoperations of their business partners in the companies’ chains of activities.

2.

Member States shall ensure that the complaints may be submitted by:(a)natural or legal persons who are affected or have reasonable grounds to believe thatthey might be affected by an adverse impact, and the legitimate representatives ofsuch persons on behalf of them, such as civil society organisations and humanrights defenders;(b)trade unions and other workers’ representatives representing individuals working in
the chain of activities concerned; and6145/24
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(c)

civil society organisations active and experienced in the areas related to theenvironmental adverse impact that is the subject matter of the complaint.

▌
3.

Member States shall ensure that ▌ companies establish a fair, publicly available,
accessible, predictable and transparent procedure for dealing with complaints referred toin paragraph 1, including a procedure when the company considers the complaint to be
unfounded, and inform the relevant workers representatives and trade unions of thatprocedure. Companies shall take reasonably available measures to prevent any form of
retaliation by ensuring the confidentiality of the identity of the person or organisation
submitting the complaint, in accordance with national law. Where information needs tobe shared, it shall be in a manner that does not endanger the complainant's safety,
including by not disclosing their identity.
Member States shall ensure that where the complaint is well-founded, the adverse impactthat is the subject matter of the complaint is deemed to be identified within the meaning of
Article 6 and the company shall take appropriate measures in accordance with Articles 7, 8
and 8c.
▌▌▌4.

Member States shall ensure that complainants are entitled:(a)to request appropriate follow-up on the complaint from the company with which they
have filed a complaint pursuant to paragraph 1; and(b)

to meet with the company’s representatives at an appropriate level to discuss
potential or actual severe adverse impacts that are the subject matter of thecomplaint, and potential remediation in line with Article 8c;(ba) to be provided with the reasoning as to whether a complaint has been consideredfounded or unfounded and, where founded, to be provided with information on thesteps and actions taken or to be taken.
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5.

Member States shall ensure that companies establish an accessible mechanism for thesubmission of notifications by persons and organisations where they have informationor concerns regarding actual or potential adverse impacts with respect to their own
operations, the operations of their subsidiaries and the operations of their business
partners in the companies’ chains of activities.
The mechanism shall ensure that notifications can be made either anonymously or
confidentially in accordance with national law. Companies shall take reasonably
available measures to prevent any form of retaliation by ensuring the confidentiality of
the identity of the person or organisation submitting the notification, in accordance withnational law. The company may inform the persons submitting notifications about steps
and actions taken or to be taken, where relevant.

6.

Member States shall ensure that companies are allowed to fulfil the obligations laid
down in paragraphs 1, 3, first subparagraph, and 5, by participation in collaborativecomplaints' procedures and notification mechanisms, including those established jointly
by companies, through industry associations, multi-stakeholder initiatives or global
framework agreements, provided that the collaborative procedures and mechanisms
meet the requirements set out in this Article.

7.

The submission of a notification or complaint under this Article shall not be aprerequisite for or preclude the persons submitting them from having access to theprocedures under Article 19 and 22 or to other non-judicial mechanisms.

Article 10
Monitoring ▌Member States shall ensure that companies carry out periodic assessments of their own
operations and measures, those of their subsidiaries and, where related to the chains ofactivities of the company, those of their ▌ business partners, to assess the implementationand to monitor the adequacy and effectiveness of the identification, prevention,
mitigation, bringing to an end and minimisation of the extent of ▌ adverse impacts. Suchassessments shall be based, where appropriate, on qualitative and quantitative indicatorsand be carried out without undue delay after a significant change occurs, but at least
every 12 months and whenever there are reasonable grounds to believe that ▌ new risks of
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ENthe occurrence of those adverse impacts may arise. Where appropriate, the due diligencepolicy, the identified adverse impacts and the derived appropriate measures shall be
updated in accordance with the outcome of those assessments and with due considerationof relevant information from stakeholders.
▌▌

Article 11
Communicating
1.

Without prejudice to the exemption in paragraph 2 of this Article, Member States shallensure that companies report on the matters covered by this Directive by publishing on
their website an annual statement. This annual statement shall be published:(a) in at least one of the official languages of the Union of the Member State of thesupervisory authority designated pursuant to Article 17 and, where different, in alanguage customary in the sphere of international business;(b) within a reasonable period of time, but no later than 12 months after the balance
sheet date of the financial year for which the statement is drawn up, or, for companies
voluntarily reporting in accordance with Directive 2013/34/EU, by the date of
publication of the annual financial statements.
In the case of a company formed in accordance with the legislation of a third country,
the statement shall also include the information pursuant to Article 16(2) regarding thecompany’s authorised representative.

2.

Paragraph 1 shall not apply to companies that are subject to sustainability reporting
requirements in accordance with Articles 19a, 29a or 40a of Directive 2013/34/EU,
including those that are exempted in accordance with Articles 19a(9) or 29a(8) of that
Directive.

3.

No later than 31 March 2027, the Commission shall adopt delegated acts in accordancewith Article 28 concerning the content and criteria for the reporting under paragraph 1,
specifying, in particular, sufficiently detailed information on the description of due
diligence, potential and actual adverse impacts identified and appropriate measures taken

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ENwith respect to those impacts. In preparing these delegated acts, the Commission shalltake due account of, and align them as appropriate with, the sustainability reporting
standards adopted pursuant to Article 29b and 40b of Directive 2013/34/EU.
When adopting delegated acts, the Commission shall ensure that there is no duplicationin reporting requirements for companies referred to in Article 3, point (a)(iv) that are
subject to reporting requirements under Article 4 of Regulation (EU) 2019/2088, while
maintaining in full the minimum obligations stipulated in this Directive.

Article 11a
Accessibility of information on the European Single Access Point (ESAP)
1.

From 1 January 2029, Member States shall ensure that, when making public the annual
statement referred to in Article 11(1) of this Directive, companies submit that statement
at the same time to the collection body referred to in paragraph 3 of this Article for the
purpose of making it accessible on the European Single Access Point (ESAP), as
established under Regulation (EU) 2023/2859 of the European Parliament and of theCouncil77 .
Member States shall ensure that the information complies with the following
requirements:(a) be submitted in a data extractable format as defined in Article 2, point (3), ofRegulation (EU) 2023/2859 or, required by Union or national law, in a machinereadable format, as defined in Article 2, point (4), of that Regulation;(b) be accompanied by the following metadata:(i)all the names of the company to which the information relates;(ii)

the legal entity identifier of the company, as specified pursuant to Article 7(4),point (b), of Regulation (EU) 2023/2859 ;(iii) the size of the company by category, as specified pursuant to Article 7(4), point (d),of that Regulation;
77

Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13
December 2023 establishing a European single access point providing centralised accessto publicly available information of relevance to financial services, capital markets andsustainability (OJ L, 2023/2859, 20.12.2023).

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(iv)

the industry sector(s) of the economic activities of the company, as specified

pursuant to Article 7(4), point (e), of that Regulation;(v) the type of information, as classified pursuant to Article 7(4), point (c), of that
Regulation;(vi) an indication of whether the information includes personal data.
2.

For the purposes of paragraph 1(b)(ii), Member States shall ensure that companies
obtain a legal entity identifier.

3.

By 31 December 2028, for the purposes of making the information referred to inparagraph 1 of this Article accessible on ESAP, Member States shall designate at least
one collection body as defined in Article 2, point (2), of Regulation (EU) 2023/2859 andnotify ESMA thereof.

4.

For the purposes of ensuring the efficient collection and management of information
submitted in accordance with paragraph 1, the Commission shall be empowered to adopt
implementing measures to specify:(a) any other metadata to accompany the information;(b) the structuring of data in the information;(c) for which information a machine-readable format is required and, in such cases,
which machine-readable format is to be used.

Article 12
Model contractual clauses
In order to provide support to companies to facilitate their compliance with Article 7(2),point (b), and Article 8(3), point (c), the Commission, in consultation with Member Statesand stakeholders, shall adopt guidance about voluntary model contractual clauses, nolater than after 30 months from the entry into force of this Directive.
▌▌

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Article 13
Guidelines
1.

In order to provide support to companies or to Member State authorities on how companies
should fulfil their due diligence obligations in a practical manner, and to provide support
to stakeholders, the Commission, in consultation with Member States and stakeholders, theEuropean Union Agency for Fundamental Rights, the European Environment Agency, theEuropean Labour Authority, and where appropriate with international organisations andother bodies having expertise in due diligence, shall issue guidelines, including general
guidelines and for specific sectors or specific adverse impacts.

1a.

These guidelines shall include:(a) guidance and best practices on how to conduct due diligence in line with the
obligations in Articles 4 to 11, particularly, the identification process pursuant to Article
6, the prioritisation of impacts pursuant to Articles 6a, appropriate measures to adapt
purchasing practices pursuant to Articles 7(2) and 8(3), responsible disengagement
pursuant to Articles 7(5) and 8(6), appropriate measures for remediation pursuant to
Article 8c, and on how to identify and engage with stakeholders pursuant to Article 8d,
including through the mechanism established in Article 9;(b) practical guidance on plans pursuant to Article 15;(c) sector specific guidance;(d) guidance on the assessment of company-level, business operations, geographic andcontextual, product and service, and sectoral risk factors, including those associatedwith conflict-affected and high-risk areas;(e) references to data and information sources available for the compliance with the
obligations in this Directive, and to digital tools and technologies that could facilitateand support compliance;(f) information on how to share resources and information among companies and otherlegal entities for the purpose of compliance with national provisions adopted pursuant tothis Directive, in line with the protection of trade secrets pursuant to Article 4(3) and theprotection from potential retaliation and retribution pursuant to Article 8d;(g) information for stakeholders and their representatives on how to engage throughout
the due diligence process.

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1b.

The guidelines in paragraph 1a, points (a), (d), and (e) shall be made available no later
than 30 months after the entry into force of this Directive. The guidelines in paragraph
1a, points (b), (f) and (g) shall be made available no later than 36 months after the entry
into force of this Directive.

1c.

The guidelines shall be made available in all the official languages of the Union. The
Commission shall periodically review the guidelines and adapt them where appropriate.

Article 14
Accompanying measures
1.

Member States shall, in order to provide information and support to companies, theirbusiness partners and stakeholders, set up and operate individually or jointly dedicatedwebsites, platforms or portals. Specific consideration shall be given, in that respect, to theSMEs that are present in the chains of activities of companies. These websites, platforms
or portals shall, in particular, give access to:(a) the content and criteria for reporting as defined by the Commission under Article 11;(b) the Commission's guidance about voluntary model contractual clauses regulated in
Article 12 and guidelines regulated in Article 13;(c) the single helpdesk regulated in Article 14a; and(d) information for stakeholders and their representatives on how to engage throughout
the due diligence process.

▌

▌

2.

Without prejudice to applicable State aid rules, Member States may financially support
SMEs. Member States may also provide support to stakeholders for the purpose of
facilitating the exercise of the rights laid down in this Directive.

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3.

The Commission may complement Member States’ support measures building on existing
Union action to support due diligence in the Union and in third countries and may devise
new measures, including facilitation of joint stakeholder initiatives to help companies fulfil
their obligations.

▌

4.

Without prejudice to Articles 18, 19 and 22, companies may participate in industry ▌ andmulti-stakeholder initiatives to support the implementation of ▌ obligations referred to in
Articles 5 to 11 ▌ to the extent that such ▌ initiatives are appropriate to support thefulfilment of those obligations. In particular, companies may, after having assessed theirappropriateness, make use of or join relevant risk analysis carried out by industry or
multi-stakeholder initiatives or by members of those initiatives and may take or join
effective appropriate measures through such initiatives. When doing so, companies shallmonitor the effectiveness of such measures and, continue to take appropriate measures
where necessary to ensure the fulfilment of their obligations.
The Commission and the Member States may facilitate the dissemination of information onsuch ▌ initiatives and their outcome. The Commission, in collaboration with Member
States, shall issue guidance setting out fitness criteria and a methodology for companies
to assess the fitness of industry schemes and multi-stakeholder initiatives.
▌
▌
▌

4a.

Without prejudice to Articles 18, 19 and 22, companies may use independent third-party
verification on and from companies in their chain of activities to support theimplementation of due diligence obligations to the extent that such verification isappropriate to support the fulfilment of the relevant obligations. Third-party verification
may be carried out by other companies or by an industry or multi-stakeholder initiative.
Independent third-party verifiers shall act with objectivity and complete independence
from the company, be free from any conflict of interests, remain free from external
influence, whether direct or indirect, and shall refrain from any action incompatible

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ENwith their independence. According to the nature of the adverse impact, they shall haveexperience and competence in environmental or human rights matters and shall be
accountable for the quality and reliability of the verification.
The Commission, in collaboration with Member States, shall issue guidance setting out
fitness criteria and a methodology for companies to assess the fitness of third party
verifiers, and guidance for monitoring the accuracy, effectiveness and integrity of thirdparty verification.
▌

Article 14aSingle helpdesk
1.

The Commission shall establish a single helpdesk through which companies may seek
information, guidance and support about how to fulfil their obligations under thisDirective.

2.

Relevant national authorities in each Member State shall collaborate with the single
helpdesk in order to assist in tailoring the information and guidance to national contexts
and its dissemination.

▌

Article 15
Combating climate change
1.

Member States shall ensure that companies referred to in Article 2(1), points (a), (b) and(ba), and Article 2(2), points (a), (b) and (ba), adopt and put into effect a transition planfor climate change mitigation which aims to ensure, through best efforts, that thebusiness model and strategy of the company are compatible with the transition to asustainable economy and with the limiting of global warming to 1.5 °C in line with the6145/24
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Paris Agreement and the objective of achieving climate neutrality as established inRegulation (EU) 2021/1119, including its intermediate and 2050 climate neutrality
targets, and where relevant, the exposure of the company to coal-, oil- and gas-related
activities.
The design of the transition plan referred to in the first subparagraph shall contain:(a) time-bound targets related to climate change for 2030 and in five-year steps up to
2050 based on conclusive scientific evidence and including, where appropriate, absoluteemission reduction targets for greenhouse gas for scope 1, scope 2 and scope 3
greenhouse gas emissions for each significant category;(b) a description of decarbonisation levers identified and key actions planned to reachtargets referred to under point (a), including where appropriate changes in theundertaking’s product and service portfolio and the adoption of new technologies;(c) an explanation and quantification of the investments and funding supporting theimplementation of the transition plan;(d) a description of the role of the administrative, management and supervisory bodies
with regard to the plan.
▌
▌
▌
▌
▌
▌
▌
▌
3.

Companies that report a transition plan for climate change mitigation in accordancewith Article 19a, 29a or 40a, as the case may be, of Directive 2013/34/EU of theEuropean Parliament and of the Council shall be deemed to have complied with the
adoption obligation set out in paragraph 1 of this Article.
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ENparent undertaking, reported in accordance with Article 29a or 40a, as the case may be,of Directive 2013/34/EU of the European Parliament and of the Council, shall bedeemed to have complied with the adoption requirement set out in paragraph 1 of this
Article.
3a.

Member States shall ensure that the transition plan referred to in paragraph 1 is updated
every 12 months and contains a description of the progress the company has madetowards achieving the targets referred to under paragraph 1, point (a).

Article 16
Authorised representative
1.

Member States shall lay down rules to require that a company within the meaning of
Article 2(2) operating in a Member State designates a legal or natural person as its
authorised representative, established or domiciled in one of the Member States where it
operates. The designation shall be valid when confirmed as accepted by the authorised
representative.

2.

Member States shall lay down rules to require that the authorised representative or thecompany notifies the name, address, electronic mail address and telephone number of theauthorised representative ▌ to a supervisory authority in the Member State where theauthorised representative is domiciled or established and, where it is different, thecompetent supervisory authority within the meaning of Article 17(3). Member Statesshall ensure that the authorised representative is obliged to provide, upon request, a copy ofthe designation in an official language of a Member State to any of the supervisory
authorities.

3.

Member States shall lay down rules to require that the authorised representative or thecompany informs a supervisory authority in the Member State where the authorised
representative is domiciled or established and, where it is different, the competentsupervisory authority within the meaning of Article 17(3) that the company is a company
within the meaning of Article 2(2).

4.

Member States shall lay down rules to require that each company empowers its authorised
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ENnecessary for compliance with and enforcement of national provisions transposing thisDirective. Companies shall be required to provide their authorised representative with thenecessary powers and resources to cooperate with supervisory authorities.
5.

When the company within the meaning of Article 2(2) fails to comply with the
obligations laid down in this Article, all Member States in which such company operates
should be competent to enforce the fulfilment of such obligations in accordance with thenational law. The Member State intending to enforce the obligations laid down in this
Article notifies the supervisory authorities through the European Network ofSupervisory Authorities in accordance with Article 21 so that other Member States do
not enforce them.

Article 17
Supervisory Authorities
1.

Each Member State shall designate one or more supervisory authorities to supervise
compliance with the obligations laid down in national provisions adopted pursuant to
Articles 5 to 11 and Article 15 (‘supervisory authority’).

2.

As regards the companies referred to in Article 2(1), the competent supervisory authority
shall be that of the Member State in which the company has its registered office.

3.

As regards companies referred to in Article 2(2), the competent supervisory authority shallbe that of the Member State in which the company has a branch. If the company does nothave a branch in any Member State, or has branches located in different Member States,
the competent supervisory authority shall be the supervisory authority of the Member Statein which the company generated most of its net turnover in the Union in the financial year
preceding the last financial year before the date indicated in Article 30 or the date on which
the company first fulfils the criteria laid down in Article 2(2), whichever comes last.
Companies referred to in Article 2(2) may, on the basis of a change in circumstances leading
to it generating most of its turnover in the Union in a different Member State, make a duly
reasoned request to change the supervisory authority that is competent to regulate matters
covered in this Directive in respect of that company.

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3a.

Where the parent company fulfils the obligations resulting from this Directive on behalfof its subsidiaries in accordance with Article 4a, the competent supervisory authority ofthe parent company shall cooperate with the competent supervisory authority of thesubsidiary, which will remain competent to ensure that the subsidiary is subject to theexercise of powers in accordance with Article 18. In this regard, the European Networkof Supervisory Authorities shall facilitate the needed cooperation, coordination andmutual assistance according to Article 21.
▌

4.

Where a Member State designates more than one supervisory authority, it shall ensure thatthe respective competences of those authorities are clearly defined and that they cooperate
closely and effectively with each other.

5.

Member States may designate the authorities for the supervision of regulated financial
undertakings also as supervisory authorities for the purposes of this Directive.

6.

By the date indicated in Article 30(1), point (a), Member States shall inform theCommission of the names and contact details of the supervisory authorities designatedpursuant to this Article, as well as of their respective competence where there are several
designated supervisory authorities. They shall inform the Commission of any changes
thereto.

7.

The Commission shall make publicly available, including on its website, a list of thesupervisory authorities, and, when a Member State has several supervisory authorities,
the respective competences of those authorities in relation to this Directive. The
Commission shall regularly update the list on the basis of the information received from
the Member States.

8.

Member States shall guarantee the independence of the supervisory authorities and ▌ensure that they, and all persons working for or who have worked for them and auditors,
experts and any other person acting on their behalf, exercise their powers impartially,transparently and with due respect for obligations of professional secrecy. In particular,
Member States shall ensure that the authority is legally and functionally independent, freefrom external influence whether direct or indirect, including from the companies fallingwithin the scope of this Directive or other market interests, that its staff and the persons

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ENresponsible for its management are free of conflicts of interest, subject to confidentiality
requirements, and that they refrain from any action incompatible with their duties.
8a.

Member States shall ensure that supervisory authorities publish and make accessible
online an annual report on their activities under this Directive.

▌

Article 18
Powers of supervisory authorities
1.

Member States shall ensure that the supervisory authorities have adequate powers andresources to carry out the tasks assigned to them under this Directive, including the power
to require companies to provide information and carry out investigations related tocompliance with the obligations set out in Articles 5 to 11. As regards Article 15,
supervisory authorities shall be required to supervise the adoption and design of the planin accordance with the requirements of Article 15(1).

2.

A supervisory authority may initiate an investigation on its own motion or as a result of
substantiated concerns communicated to it pursuant to Article 19, where it considers that it
has sufficient information indicating a possible breach by a company of the obligations
provided for in the national provisions adopted pursuant to this Directive.

3.

Inspections shall be conducted in compliance with the national law of the Member State inwhich the inspection is carried out and with prior warning to the company, except whereprior notification hinders the effectiveness of the inspection. Where, as part of its
investigation, a supervisory authority wishes to carry out an inspection on the territory of a
Member State other than its own, it shall seek assistance from the supervisory authority inthat Member State pursuant to Article 21(2).

4.

If, as a result of the actions taken pursuant to paragraphs 1 and 2, a supervisory authority
identifies a failure to comply with national provisions adopted pursuant to this Directive, it
shall grant the company concerned an appropriate period of time to take remedial action, if
such action is possible.

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ENTaking remedial action does not preclude the imposition of penalties or the triggering of civil
liability in case of damages, in accordance with Articles 20 and 22, respectively.
5.

When carrying out their tasks, supervisory authorities shall have at least the following
powers:(a)to order:(i)the cessation of infringements of the national provisions adopted pursuant tothis Directive by performing an action or ceasing a conduct;(ii)

the abstention from any repetition of the relevant conduct; and(iii) where appropriate, to provide remediation proportionate to the infringement
and necessary to bring it to an end;(b)

to impose penalties in accordance with Article 20; and(c)to adopt interim measures in case of imminent risk of severe and irreparable harm.

▌
6.

Supervisory authorities shall exercise the powers referred to in this Article in accordancewith national law:(a)directly;(b)in cooperation with other authorities; or(c)by application to the competent judicial authorities, which shall ensure that legal
remedies are effective and have an equivalent effect to the penalties imposed
directly by supervisory authorities.

7.

Member States shall ensure that each natural or legal person has the right to an effective
judicial remedy against a legally binding decision by a supervisory authority concerningthem, in accordance with national law.

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7b.

Member States shall ensure that the supervisory authorities keep records of theinvestigations referred to in paragraph 1, indicating, in particular, their nature andresult, as well as records of any enforcement action taken under paragraph 5.

7c.

Decisions of supervisory authorities regarding a company’s compliance with national
provisions adopted pursuant to this Directive shall be without prejudice to the company’s
civil liability under Article 22.

Article 19
Substantiated concerns
1.

Member States shall ensure that natural and legal persons are entitled to submit
substantiated concerns, through easily accessible channels, to any supervisory authority
when they have reasons to believe, on the basis of objective circumstances, that a company
is failing to comply with the national provisions adopted pursuant to this Directive(‘substantiated concerns’).

1a.

Member States shall ensure that, where persons submitting substantiated concerns so
request, the supervisory authority takes the necessary measures for the appropriate
protection of the identity of that person and their personal information, which, if
disclosed, would be harmful to that person.

2.

Where the substantiated concern falls under the competence of another supervisory
authority, the authority receiving the concern shall transmit it to that authority.

3.

Member States shall ensure that supervisory authorities assess the substantiated concerns
in an appropriate period of time and, where appropriate, exercise their powers as referred
to in Article 18.

4.

The supervisory authority shall, as soon as possible and in accordance with the relevant
provisions of national law and in compliance with Union law, inform the person referred toin paragraph 1 of the result of the assessment of their substantiated concern and shallprovide the reasoning for it. The supervisory authority shall also inform the persons
submitting the substantiated concern who have, in accordance with national law, alegitimate interest in the matter, its decision to accept or refuse any request for action, as

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ENwell as a description of the further steps and measures, and practical information onaccess to administrative and judicial review procedures.
▌
5.

Member States shall ensure that the persons submitting the substantiated concern
according to this Article and having, in accordance with national law, a legitimate interestin the matter, have access to a court or other independent and impartial public bodycompetent to review the procedural and substantive legality of the decisions, acts or failure
to act of the supervisory authority.

Article 20
Penalties
1.

Member States shall lay down the rules on penalties, including pecuniary penalties,
applicable to infringements of national provisions adopted pursuant to this Directive, andshall take all measures necessary to ensure that they are implemented. The penalties
provided for shall be effective, proportionate and dissuasive.

2.

In deciding whether to impose penalties and, if so, in determining their nature andappropriate level, due account shall be taken of:(a)the nature, gravity and duration of the infringement, and the severity of the
impacts resulting from that infringement;(b)

any investments made and any targeted support provided pursuant to Articles 7
and 8;(c)any collaboration with other entities to address the impacts concerned;(d)where relevant, the extent to which prioritisation decisions were made inaccordance with Article 6a;(e)

any relevant previous infringements by the company of national provisions
adopted pursuant to this Directive found by a final decision;

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(f)

the extent to which the company carried out any remedial action with regard to theconcerned subject-matter;(g)

the financial benefits gained from or losses avoided by the company due to theinfringement;▌(i)any other aggravating or mitigating factors applicable to the circumstances of the
case.

▌
2a.

At least the following penalties shall be provided for:(a) pecuniary penalties;(b) if the company fails to comply with the decision imposing a pecuniary penalty
within the applicable time-limit, a public statement indicating the company
responsible and the nature of the infringement;

3.

When pecuniary penalties are imposed, they shall be based on the company’s net
worldwide turnover. The maximum limit of pecuniary penalties shall be not less than 5%of the net worldwide turnover of the company in the financial year preceding the fining
decision.
Member States shall ensure that, with regards to companies referred to in Article 2(1),point (b) and Article 2(2), point (b), pecuniary penalties are calculated taking into accountthe consolidated turnover reported by the ultimate parent company.

▌
4.

Member States shall ensure that any decision of the supervisory authorities containing
penalties related to the infringements of the national provisions adopted pursuant to thisDirective is published, publicly available for at least 5 years and sent to the European
Network of Supervisory Authorities. The published decision shall not contain any
personal data within the meaning of Article 4(1) of Regulation (EU) 2016/679.

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Article 21
European Network of Supervisory Authorities
1.

The Commission shall set up a European Network of Supervisory Authorities, composedof representatives of the supervisory authorities. The Network shall facilitate thecooperation of the supervisory authorities and the coordination and alignment ofregulatory, investigative, sanctioning and supervisory practices of the supervisory
authorities and, as appropriate, sharing of information among them.
The Commission may invite Union agencies with relevant expertise in the areas covered bythis Directive to join the European Network of Supervisory Authorities.

1a.

Member States shall cooperate with the Network in order to identify the companies
within their jurisdiction, in particular by providing all necessary information in order toassess whether a third country company fulfils the criteria set in Article 2. The
Commission shall set up a secured system of exchange of information regarding the net
turnover generated in the Union by a company referred to in Article 2(2), that does nothave a branch in any Member State or has branches located in different Member States
where Member States shall regularly communicate information they have regarding the
net turnover generated by those companies. The Commission shall analyse thisinformation within a reasonable period of time and notify the Member State where thecompany generated most of its net turnover in the Union in the financial year preceding
the last financial year, that the company is a company within the meaning of Article 2(2)and the supervisory authority of the Member State is competent in accordance with
Article 17(3).

2.

Supervisory authorities shall provide each other with relevant information and mutual
assistance in carrying out their duties and shall put in place measures for effective
cooperation with each other. Mutual assistance shall include collaboration with a view tothe exercise of the powers referred to in Article 18, including in relation to inspections andinformation requests.

▌

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3.

Supervisory authorities shall take all appropriate steps needed to reply to a request forassistance by another supervisory authority without undue delay and no later than 1 monthafter receiving the request. Where necessary due to the circumstances of the case, theperiod may be extended by a maximum of two months based on a proper justification.
Such steps may include, in particular, the transmission of relevant information on the
conduct of an investigation.

4.

Requests for assistance shall contain all the necessary information, including the purposeof and reasons for the request. Supervisory authorities shall only use the information
received through a request for assistance for the purpose for which it was requested.

5.

The requested supervisory authority shall inform the requesting supervisory authority of
the results or, as the case may be, of the progress regarding the measures to be taken inorder to respond to the request for assistance.

6.

Supervisory authorities shall not charge each other fees for actions and measures taken
pursuant to a request for assistance.
However, supervisory authorities may agree on rules to indemnify each other for specificexpenditure arising from the provision of assistance in exceptional cases.

7.

The supervisory authority that is competent pursuant to Article 17(3) shall inform theEuropean Network of Supervisory Authorities of that fact and of any request to change thecompetent supervisory authority.

8.

When doubts exist as to the attribution of competence, the information on which that
attribution is based will be shared with the European Network of Supervisory Authorities,
which may coordinate efforts to find a solution.

9.

The European Network of Supervisory Authorities shall publish: (i) the decisions of thesupervisory authorities containing penalties as referred to in Article 20(4); and (ii) an
indicative list of third country companies subject to this Directive.

▌

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Article 22
Civil liability of companies and a right to full compensation
1.

Member States shall ensure that a company can be held liable for a damage caused to anatural or legal person, provided that:(a)the company intentionally or negligently failed to comply with the obligations laid
down in Articles 7 and 8, when the right, prohibition or obligation listed in Annex I
is aimed to protect the natural or legal person; and(b)

as a result of a failure as referred to in point (a), a damage to the natural or legal
person’s legal interest protected under national law was caused.

A company cannot be held liable if the damage was caused only by its business partners in
its chain of activities.
2.

▌Where the company was held liable in accordance with paragraph 1, a natural or legal
person shall have the right to full compensation for the damage occurred in accordancewith national law. Full compensation under this Directive shall not lead to
overcompensation, whether by means of punitive, multiple or other types of damages.
▌

2a.

Member States shall ensure that:(a) national rules on the beginning, duration, suspension or interruption of limitation
periods shall not unduly hamper the bringing of actions for damages and, in any case,shall not be more restrictive than the rules on general civil liability national regimes.
The limitation period for bringing actions for damages under this Directive shall be atleast 5 years and, in any case, not lower than the limitation period laid down undergeneral civil liability national regimes.
Limitation periods shall not begin to run before the infringement has ceased and theclaimant knows, or can reasonably be expected to know: (i) of the behaviour and thefact that it constitutes an infringement; (ii) of the fact that the infringement caused
harm to them; and (iii) the identity of the infringer.

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These shall be in the form of a definitive or provisional measure to cease infringementsof the national provisions adopted pursuant to this Directive by performing an action orceasing a conduct;(d) Member States shall provide for the reasonable conditions under which any alleged
injured party may authorise a trade union, non-governmental human rights orenvironmental organisation or other non-governmental organisation, and, according tonational law, national human rights’ institutions, based in a Member State to bringactions to enforce the rights of the alleged injured party , without prejudice to nationalrules of civil procedure.
A trade union or non-governmental organisation may be authorised under paragraph 1
if it complies with the requirements as laid down in national law. These requirements
may include maintaining a permanent presence of its own and, in accordance with its
statutes, not engaging commercially and not only temporarily in the realisation of rights
protected under this Directive or the corresponding rights in national law.
(e) when a claim is brought, and a claimant presents a reasoned justification containing
reasonably available facts and evidence sufficient to support the plausibility of theirclaim for damage and has indicated that additional evidence lies in the control of thecompany, courts are able to order that such evidence be disclosed by the company inaccordance with national procedural law.
National courts shall limit the disclosure of the evidence sought to that which isnecessary and proportionate to support a potential claim or a claim for damages and thepreservation to that which is necessary and proportionate to support such a claim fordamages. In determining whether an order for the disclosure or preservation of evidence
is proportionate, national courts shall consider the extent to which the claim or defence
is supported by available facts and evidence justifying the request to disclose evidence;the scope and cost of disclosure as well as the legitimate interests of all parties, including
third parties concerned, including preventing non-specific searches for information
which is unlikely to be of relevance for the parties in the procedure; whether theevidence the disclosure of which is sought contains confidential information, especiallyconcerning any third parties, and what arrangements are in place for protecting suchconfidential information.
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action for damages. Member States shall ensure that, when ordering the disclosure ofsuch information, national courts have at their disposal effective measures to protect
such information.
2b.
Companies that have participated in industry or multi-stakeholder initiatives, or used thirdparty verification or contractual clauses to support the implementation of due diligenceobligations can still be held liable in accordance with this Article.
3.

The civil liability of a company for damages arising under this provision shall be without
prejudice to the civil liability of its subsidiaries or of any direct and indirect business
partners in the company’s chain of activities.
When the damage was caused jointly by the company and its subsidiary, direct or indirectbusiness partner, they shall be liable jointly and severally, without prejudice to theprovisions of national law concerning the conditions of joint and several liability and therights of recourse.

4.

The civil liability rules under this Directive shall not limit companies' liability under
Union or national legal systems and shall be without prejudice to Union or national ruleson civil liability related to adverse human rights impacts or to adverse environmental
impacts that provide for liability in situations not covered by or providing for stricter
liability than this Directive.

5.

Member States shall ensure that the ▌ provisions of national law transposing this Article
are of overriding mandatory application in cases where the law applicable to claims to that
effect is not the law of a Member State.

Article 23
Reporting of breaches and protection of reporting persons
Member States shall take the necessary measures to ensure that Directive (EU)2019/1937 applies to the reporting of ▌ breaches of the national measures transposing
this Directive and the protection of persons reporting such breaches.

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Article 24
Public support, public procurement and public concessions
Member States shall ensure that compliance with the obligations resulting from thenational measures transposing this Directive, or their voluntary implementation,
qualifies as an environmental or social aspect that contracting authorities may, in
accordance with Directive 2014/24/EU of the European Parliament and of the Council,
Directive 2014/25/EU of the European Parliament and of the Council and Directive
2014/23/EU of the European Parliament and of the Council, take into account as part of
the award criteria for public and concession contracts, and as an environmental orsocial condition that contracting authorities may, in accordance with those Directives,
lay down in relation to the performance of public and concession contracts.

▌
▌
▌

▌
▌
▌

Article 27
Amendment to Directive (EU) 2019/1937
In Point E.2 of Part I of the Annex to Directive (EU) 2019/1937, the following point is
added:‘(vi) ▌ Directive … of the European Parliament and of the Council of … on Corporate
Sustainability Due Diligence and amending Directive (EU) 2019/1937 andRegulation (EU) 2023/2859 (OJ L ..., ...) *1. _________________ *Directive …

of the European Parliament and of the Council of … on Corporate Sustainability
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Due Diligence and amending Directive (EU) 2019/1937 and Regulation (EU)2023/2859 (OJ L ..., ...).’.
_____________1+

OJ: Please insert in the text the number and the date of the Directive

contained in document ... and insert the OJ reference of that Directive in thefootnote.’

Article 27a
Amendment to Regulation (EU) 2023/2859
In Regulation (EU) 2023/2859, the following point is added to part B of the Annex:"17. Directive … of the European Parliament and of the Council of … on Corporate
Sustainability Due Diligence and amending Directive (EU) 2019/1937 and Regulation (EU)2023/2859 (OJ L ..., ...) *78. _________________ * Directive … of the European Parliamentand of the Council of … on Corporate Sustainability Due Diligence and amending
Directive (EU) 2019/1937 and Regulation (EU) 2023/2859 (OJ L ..., ...).’.”

Article 28
Exercise of the delegation
1.

The power to adopt delegated acts is conferred on the Commission subject to theconditions laid down in this Article.

2.

The power to adopt delegated acts referred to in Article 3(2) and Article 11 shall be
conferred on the Commission for an indeterminate period of time from … [date of entry
into force of this Directive].

3.

The delegation of power referred to in Article 3(2) and Article 11 may be revoked at any
time by the European Parliament or by the Council. A decision to revoke shall put an end

78+
OJ: Please insert in the text the number and the date of the Directive containedin document ... and insert the OJ reference of that Directive in the footnote.

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ENto the delegation of the power specified in that decision. It shall take effect the day
following the publication of the decision in the Official Journal of the European Union orat a later date specified therein. It shall not affect the validity of any delegated acts alreadyin force.
4.

Before adopting a delegated act, the Commission shall consult experts designated by each
Member State in accordance with the principles laid down in the Interinstitutional
Agreement of 13 April 2016 on Better Law-Making.

5.

As soon as it adopts a delegated act, the Commission shall notify it simultaneously to theEuropean Parliament and to the Council.

6.

A delegated act adopted pursuant to Article 3(2) and Article 11 shall enter into force only
if no objection has been expressed either by the European Parliament or by the Council
within a period of two months of notification of that act to the European Parliament and theCouncil or if, before the expiry of that period, the European Parliament and the Council
have both informed the Commission that they will not object. That period shall be
extended by two months at the initiative of the European Parliament or of the Council. ▌Article 28a
Committee procedure
1.

The Commission shall be assisted by a committee. That committee shall be a committee
within the meaning of Regulation (EU) No 182/2011.

2.

Where reference is made to this paragraph, Article 4 of Regulation (EU) No 182/2011
shall apply.

Article 29
Review and reporting
1.

The Commission shall submit a report to the European Parliament and to the Council
on the necessity to lay down additional sustainability due diligence requirements tailored
to regulated financial undertakings with respect to the provision of financial services

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and investment activities, and the options for such due diligence requirements as well as
their impacts, in line with the objectives of the Directive.
The report shall take into account other Union legislative acts that apply to regulated
financial undertakings. It shall be published at the earliest possible opportunity after thedate of entry into force of this Directive, but no later than two years after that date. It
shall be accompanied, if appropriate, by a legislative proposal.
2.

No later than ▌ [OP please insert the date = 6 years after the date of entry into force of thisDirective,] and every three years thereafter, the Commission shall submit a report to theEuropean Parliament and to the Council on the implementation of this Directive and its
effectiveness in reaching its objectives, in particular in addressing adverse impacts. The
report shall be accompanied, if appropriate, by a legislative proposal. The first reportshall, inter alia, assess the following issues:(-a) the impacts of the Directive on SMEs, together with an assessment of theeffectiveness of the different measures and tools for support provided to SMEs by
the Commission and the Member States;▌(-c) the scope of application of this Directive in terms of the companies covered,
whether it ensures the effectiveness of this Directive in light of its objectives, a levelplaying field between entities covered and that companies cannot circumvent theapplication of the Directive, including: -whether Article 3(1), point (a), needs

to be revised so that entities constituted as different legal forms than those listed in
Annex I or Annex II of Directive 2013/34/EU are covered; -whether businessmodels or forms of economic cooperation with third-party companies other thanthose covered by Article 2 need to be included in the scope of application; whether the thresholds regarding the number of employees and net turnover laid
down in Article 2 need to be revised and if a sector-specific approach needs to be
introduced in high-risk sectors;-

whether the criterion of net turnover

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(a)

whether the Annex I needs to be modified, including in light of international
developments, and whether it should be extended to cover additional adverse
impacts, in particular adverse impacts on good governance;(aa) whether the rules on combatting climate change, especially as regards the designof transition plans, their adoption and their putting into effect by companies, aswell as the powers of supervisory authorities related to these rules, need to berevised;(ab) the effectiveness of the enforcement mechanisms put in place at national level, ofthe penalties and the rules on civil liability;(b)whether changes to the level of harmonisation of this Directive are required toensure a level-playing field for companies in the internal market, including theconvergence and divergence between national laws of the Member Statestransposing this Directive.

▌
▌
▌
▌
▌
▌
▌
▌

Article 30
Transposition
1.

Member States shall adopt and publish, by … [2 years from the entry into force of thisDirective] at the latest, regulations and administrative provisions necessary to comply with

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ENthis Directive. They shall forthwith communicate to the Commission the text of those
provisions.
They shall apply those provisions:(a)from … [3 years from the entry into force of this Directive] as regards companies
referred to in Article 2(1), points (a) and (b), which are formed in accordance withthe legislation of the Member State and that had more than 5000 employees on
average and generated a net worldwide turnover of more than EUR 1500 million
in the last financial year preceding … [3 years from the entry into force of thisDirective] for which annual financial statements have been or should have been
adopted, with the exception of the measures necessary to comply with Article 11,
which Member States shall apply to these companies for financial years starting on
or after 1 January 2028;(aa) from … [4 years from the entry into force of this Directive] as regards companies
referred to in Article 2(1), points (a) and (b), which are formed in accordance withthe legislation of the Member State and that had more than 3000 employees on
average and generated a net worldwide turnover of more than EUR 900 million in
the last financial year preceding … [4 years from the entry into force of thisDirective] for which annual financial statements have been or should have been
adopted, with the exception of the measures necessary to comply with Article 11,
which Member States shall apply to these companies for financial years starting on
or after 1 January 2029;(b)from … [3 years from the entry into force of this Directive] as regards companies
referred to in Article 2(2), points (a) and (b), which are formed in accordance withthe legislation of a third country and that generated a net turnover of more than
EUR 1500 million in the Union, in the financial year preceding the last financial
year preceding … [3 years from the entry into force of this Directive], with the
exception of the measures necessary to comply with Article 11, which Member
States shall apply to these companies for financial years starting on or after 1
January 2028;(ba) from … [4 years from the entry into force of this Directive] as regards companies
referred to in Article 2(2), points (a) and (b), which are formed in accordance with
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ENthe legislation of a third country and that generated a net turnover of more than
EUR 900 million in the Union, in the financial year preceding the last financial
year preceding … [4 years from the entry into force of this Directive], with the
exception of the measures necessary to comply with Article 11, which Member
States shall apply to these companies for financial years starting on or after 1
January 2029;(c)

from… [5 years from the entry into force of this Directive] as regards all othercompanies referred to in Article 2(1), points (a) and (b), and Article 2(2), points (a)and (b), and companies referred to in Article 2(1), point (ba) and Article 2(2), point(ba), with the exception of the measures necessary to comply with Article 11, which
Member States shall apply to these companies for financial years starting on orafter 1 January 2029;

When Member States adopt those provisions, they shall contain a reference to this Directive
or be accompanied by such a reference on the occasion of their official publication. Member
States shall determine how such reference is to be made.
2.

Member States shall communicate to the Commission the text of the main provisions ofnational law which they adopt in the field covered by this Directive.

Article 31
Entry into force
This Directive shall enter into force on the twentieth day following that of its publication in
the Official Journal of the European Union.

Article 32
Addressees
This Directive is addressed to the Member States.

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Done at …,

For the European Parliament

For the Council

The President

The President

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▌
ANNEX

Part I▌1.

RIGHTS AND PROHIBITIONS INCLUDED IN INTERNATIONAL HUMAN
RIGHTS INSTRUMENTS▌
2.

▌The right to life, interpreted in line with Article 6(1) of the International Covenant on
Civil and Political Rights. This includes, but is not restricted to, private or public security
guards protecting the company's resources, facilities or personnel causing death of aperson due to a lack of instruction or control by the company;

3.

▌The prohibition of torture, cruel, inhuman or degrading treatment, interpreted in linewith Article 7 of the International Covenant on Civil and Political Rights. This includes,
but is not restricted to, private or public security guards protecting the company's
resources, facilities or personnel subjecting a person to torture or cruel, inhuman ordegrading treatment due to a lack of instruction or control by the company;

4.

▌The right to liberty and security, interpreted in line with Article 9(1) of the International
Covenant on Civil and Political Rights;

5.

▌The prohibition of arbitrary or unlawful interference with a person's privacy, family,
home or correspondence and unlawful attacks on their honour or reputation, interpreted
in line with Article 17 of the International Covenant on Civil and Political Rights;

6.

▌The prohibition of interference with the freedom of thought, conscience and religion,interpreted in line with Article 18 of the International Covenant on Civil and Political
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7.

▌The right to enjoy just and favourable conditions of work, including a fair wage and an
adequate living wage for employed workers and an adequate living income for selfemployed workers and smallholders, which they earn in return from their work andproduction, a decent living, safe and healthy working conditions and reasonable limitationof working hours, interpreted in line with Article 7 and 11 of the International Covenant
on Economic, Social and Cultural Rights;▌

8.

▌The prohibition to restrict workers’ access to adequate housing, if the workforce ishoused in accommodation provided by the company, and to restrict workers’ access toadequate food, clothing, and water and sanitation in the workplace, interpreted in line with
Article 11 of the International Covenant on Economic, Social and Cultural Rights;

9.

▌The right of the child to the highest attainable standard of health interpreted in linewith Article 24 of the Convention on the Rights of the Child; ▌ the right to educationinterpreted in line with Article 28 of the Convention on the Rights of the Child; ▌ theright to an adequate standard of living interpreted in line with Article 27 of theConvention on the Rights of the Child; the right of the child to be protected from
economic exploitation and from performing any work that is likely to be hazardous or tointerfere with the child's education, or to be harmful to the child's health or physical,
mental, spiritual, moral or social development, interpreted in line with to Article 32 of
the Convention on the Rights of the Child; the right of the child to be protected from all
forms of sexual exploitation and sexual abuse and to be protected from being abducted,
sold or moved illegally to a different place in or outside their country for the purpose of
exploitation, interpreted in line with Articles 34 and 35 of the Convention of the Rights of
the Child;

10.

▌The prohibition of the employment of a child under the age at which compulsory
schooling is completed and, in any case, is not less than 15 years, except where the law of
the place of employment so provides in line with Article 2(4) of the International Labour
Organization Minimum Age Convention, 1973 (No. 138), interpreted in line with
Articles 4 to 8 of the International Labour Organization Minimum Age Convention, 1973
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11.

▌The prohibition of ▌ the worst forms of child labour ▌ (persons below the age of 18
years), interpreted in line with Article 3 ▌ of the International Labour Organization Worst
Forms of Child Labour Convention, 1999 (No. 182). This includes:(a)

all forms of slavery or practices similar to slavery, such as the sale and trafficking ofchildren, debt bondage and serfdom, as well as forced or compulsory labour,
including the forced or compulsory recruitment of children for use in armed
conflicts;(b)

the use, procuring or offering of a child for prostitution, for the production of
pornography or for pornographic performances;(c)the use, procuring or offering of a child for illicit activities, in particular for the
production ▌ or trafficking of drugs; and(d)Work which, by its nature or the circumstances in which it is carried out, is likely toharm the health, safety or morals of children;

12.

▌The prohibition of forced or compulsory labour, which means all work or service that isexacted from any person under the menace of any penalty and for which the said person
has not offered himself or herself voluntarily, for example as a result of debt bondage ortrafficking in human beings, interpreted in line with Article 2(1) of the International
Labour Organization Forced Labour Convention, 1930 (No. 29). Forced or compulsory
labour shall not mean any work or services that comply with Article 2(2) of International
Labour Organization Forced Labour Convention, 1930 (No. 29) or with Article 8(3)(b) and(c) of the International Covenant on Civil and Political Rights;

13.

▌The prohibition of all forms of slavery and slave-trade, including practices akin toslavery, serfdom or other forms of domination or oppression in the workplace, such as
extreme economic or sexual exploitation and humiliation, or human trafficking,interpreted in line with Article 8 of the International Covenant on Civil and Political
Rights;▌
15.

▌The right to freedom of association, assembly, the rights to organise and collective
bargaining, interpreted in line with Articles 21 and 22 of the International Covenant on

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Civil and Political Rights, Article 8 of the International Covenant on Economic, Social andCultural Rights, the International Labour Organization Freedom of Association andProtection of the Right to Organise Convention, 1948 (No. 87), and the International
Labour Organization Right to Organise and Collective Bargaining Convention, 1949 (No.
98). This includes the following rights:(a)workers are free to form or join trade unions;(b)the formation, joining and membership of a trade union must not be used as a reason
for unjustified discrimination or retaliation;(c)

trade unions are free to operate in ▌ line with their constitutions and rules without
interference from the authorities; and

(d)
16.

the right to strike and the right to collective bargaining;▌The prohibition of unequal treatment in employment, unless this is justified by therequirements of the employment, interpreted in line with Articles 2 and ▌ 3 of theInternational Labour Organisation Equal Remuneration Convention, 1951 (No. 100),
Articles 1 and ▌ 2 of the International Labour Organisation Discrimination (Employment
and Occupation) Convention, 1958 (No. 111), and Article 7 of the International Covenant
on Economic, Social and Cultural Rights. This includes, in particular:(a)the payment of unequal remuneration for work of equal value; and(b)the discrimination on grounds of national extraction or social origin, race, colour,
sex, religion, political opinion;▌
18.

▌The prohibition of causing any measurable environmental degradation, such as harmful
soil change, water or air pollution, harmful emissions, excessive water consumption,
degradation of land, or other impact on natural resources, such as deforestation, that:6145/24
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(d)

harms the health, safety, the normal use of land or lawfully acquired possessions ofa person;▌(e)substantially adversely affects ecosystem services through which an ecosystem
contributes directly or indirectly to human wellbeing;interpreted in line with Article 6(1) of the International Covenant on Civil and Political
Rights and Articles 11 and 12 of the International Covenant on Economic, Social andCultural Rights;
19.

The right of individuals, groups and communities to lands and resources and to not be
deprived of means of subsistence, which entails the prohibition to unlawfully evict or takeland, forests and waters when acquiring, developing or otherwise using land, forests andwaters, including by deforestation, the use of which secures the livelihood of a person
interpreted in line with Article 1 and 27 of the International Covenant on Civil andPolitical Rights and Article 1, 2 and 11 of the International Covenant on Economic, Social
and Cultural Rights.
▌

▌
▌
2.

HUMAN RIGHTS AND FUNDAMENTAL FREEDOMS INSTRUMENTS

▌

▌

-

The International Covenant on Civil and Political Rights;-

The International Covenant on Economic, Social and Cultural Rights;

▌

▌

▌

▌

▌

▌

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▌

▌

-

The Convention on the Rights of the Child;

▌

▌

▌

▌

▌

▌

▌
▌
▌

▌

▌
▌
▌

▌

▌

▌

▌
▌
-

The International Labour Organization’s core/fundamental conventions:-

Freedom of Association and Protection of the Right to Organise Convention, 1948 (No.
87);-

Right to Organise and Collective Bargaining Convention, 1949 (No. 98);-

Forced Labour Convention, 1930 (No. 29) and its 2014 Protocol;-

Abolition of Forced Labour Convention, 1957 (No. 105);-

Minimum Age Convention, 1973 (No. 138);▌6145/24
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▌
▌
▌
-

Worst Forms of Child Labour Convention, 1999 (No. 182);-

Equal Remuneration Convention, 1951 (No. 100);-Discrimination (Employment and Occupation) Convention, 1958 (No. 111).

▌
▌
▌
▌

Part II▌PROHIBITIONS AND OBLIGATIONS INCLUDED IN ENVIRONMENTAL
INSTRUMENTS▌▌
1.

▌The obligation to ▌ avoid or minimise adverse impacts on biological diversity,interpreted in line with Article 10(b) of the 1992 Convention on Biological Diversity andapplicable law in the relevant jurisdiction, including the obligations of the Cartagena
Protocol on the development, handling, transport, use, transfer and release of living
modified organisms and of the Nagoya Protocol on Access to Genetic Resources and the
Fair and Equitable Sharing of Benefits Arising from their Utilization to the Convention on
Biological Diversity of 12 October 2014.

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2.

▌The prohibition to import, export, re-export or introduce from the sea any specimen
included in the Appendices I to III of the Convention on International Trade inEndangered Species of Wild Fauna and Flora (CITES) of 3 March 1973 without a permit,
interpreted in line with Articles III, IV and V of the Convention;

3.

▌The prohibition of the manufacture, import and export of mercury-added products listed
in Annex A Part I of the Minamata Convention on Mercury of 10 October 2013 (Minamata
Convention), interpreted in line with Article 4(1) of the Convention;

4.

▌The prohibition of the use of mercury or mercury compounds in the manufacturing
processes listed in Annex B Part I of the Minamata Convention after the phase-out datespecified in the Convention for the individual processes, interpreted in line with Article
5(2) of the Convention;

5.

▌The prohibition of the unlawful treatment of mercury waste, interpreted in line with
Article 11(3) of the Minamata Convention and Article 13 of Regulation (EU) 2017/852
of the European Parliament and of the Council48;

6.

▌The prohibition of the production and use of chemicals listed in Annex A of theStockholm Convention of 22 May 2001 on Persistent Organic Pollutants (POPsConvention), interpreted in line with Article 3(1)(a), point (i) of the Convention andRegulation (EU) 2019/1021 of the European Parliament and of the Council49;

7.

▌The prohibition of the unlawful handling, collection, storage and disposal of waste,interpreted in line with Article 6(1)(d), points (i) and (ii) of the POPs Convention and
Article 7 of Regulation (EU) 2019/1021;

8.

▌The prohibition of importing or exporting a chemical listed in Annex III of theRotterdam Convention on the Prior Informed Consent Procedure for Certain Hazardous
Chemicals and Pesticides in International Trade (UNEP/FAO) of 10 September 1998,
interpreted in line with Articles 10(1), 11(1)(b) and 11(2) of the Convention and48

49

Regulation (EU) 2017/852 of the European Parliament and of the Council of 17 May
2017 on mercury, and repealing Regulation (EC) No 1102/2008 (OJ L 137, 24.5.2017, p.
1).
Regulation (EU) 2019/1021 of the European Parliament and of the Council of 20 June2019 on persistent organic pollutants (OJ L 169, 25.6.2019, p. 45).

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indication by the importing or exporting Party to the Convention in line with the Prior
Informed Consent (PIC) Procedure;
9.

▌The prohibition of the unlawful production, consumption, import and export ofcontrolled substances in Annexes A, B, C and E of the Montreal Protocol on substancesthat deplete the Ozone Layer to the Vienna Convention for the protection of the Ozone
Layer, interpreted in line with Article 4B of the Montreal Protocol and licensing
provisions under applicable law in relevant jurisdiction;

10.

▌The prohibition of exports of hazardous or other waste, interpreted in line with Article
1(1) and (2) of the Basel Convention on the Control of Transboundary Movements ofHazardous Wastes and their Disposal of 22 March 1989 (Basel Convention) and ▌Regulation (EC) No 1013/2006 of the European Parliament and of the Council50:(a)

to a party to the Convention that has prohibited the import of such hazardous andother wastes, interpreted in line with Article 4(1)(b) of the Basel Convention;(b)

to a state of import ▌ that does not consent in writing to the specific import, in thecase where that state of import has not prohibited the import of such hazardous
wastes, interpreted in line with Article 4(1)(c) of the Basel Convention;(c)to a non-party to the Basel Convention, interpreted in line with Article 4(5) of theBasel Convention;(d)to a state of import if such hazardous wastes or other wastes are not managed in anenvironmentally sound manner in that state or elsewhere, interpreted in line with
Article 4(8) the first sentence ▌ of the Basel Convention ▌;11.

▌The prohibition of the export of hazardous wastes from countries listed in Annex VII to
the Basel Convention to countries not listed in Annex VII for operations listed in Annex
IV to the Basel Convention, interpreted in line with Article 4A of the Basel Convention
and Article 34 and 36 of Regulation (EC) No 1013/2006 ▌;50

Regulation (EC) No 1013/2006 of the European Parliament and of the Council of 14
June 2006 on shipments of waste (OJ L 190, 12.7.2006, p. 1).

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12.

▌The prohibition of the import of hazardous wastes and other wastes from a non-party thathas not ratified to the Basel Convention, interpreted in line with Article 4(5) of the Basel
Convention;▌
13.

The obligation to avoid or minimise adverse impacts on the properties delineatedas natural heritage as defined in Article 2 of the Convention Concerning theProtection of the World Cultural and Natural Heritage of 16 November 1972 (theWorld Heritage Convention), interpreted in line with Article 5(d) of the World
Heritage Convention and applicable law in the relevant jurisdiction;▌
14.

The obligation to avoid or minimise adverse impacts on wetlands as defined in
Article 1 of the Convention on Wetlands of International Importance especially as
Waterfowl Habitat of 2 February 1971 (Ramsar Convention), interpreted in linewith Article 4(1) of the Ramsar Convention and applicable law in the relevant
jurisdiction;▌
15.

The obligation to prevent the pollution from ships, interpreted in line with theInternational Convention for the Prevention of Pollution from Ships of 2
November 1973, as amended by the Protocol of 1978 (MARPOL 73/78). This
includes:(a)the prohibition to discharge into the sea:(i)oil or oily mixtures as defined in Regulation 1 of Annex I of MARPOL 73/78,
interpreted in line with Regulations 9 to 11 of Annex I of MARPOL 73/78;(ii)

noxious liquid substances as defined in Regulation 1(6) of Annex II of
MARPOL 73/78, interpreted in line with Regulations 5 and 6 of Annex II of
MARPOL 73/78; and(iii) sewage as defined in Regulation 1(3) of Annex IV of MARPOL 73/78,
interpreted in line with Regulations 8 and 9 of Annex IV of MARPOL 73/78;
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(b)

the prohibition of unlawful pollution by harmful substances carried by sea inpackaged form as defined in Regulation 1 of Annex III of MARPOL 73/78,
interpreted in line with Regulations 1 to 7 of Annex III of MARPOL 73/78; and(c)the prohibition of unlawful pollution by garbage from ships as defined inRegulation 1 of Annex V of MARPOL 73/78, interpreted in line with Regulations 3
to 6 of Annex V of MARPOL 73/78;▌
16.

The obligation to prevent, reduce and control pollution of the marine environment
by dumping, interpreted in line with Article 210 of the United Nations Convention
on the Law of the Sea of 10 December 1982 (UNCLOS) and applicable law in therelevant jurisdiction.

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