Advisory and Mediation Panel Guidelines
on Business Engagement with Stakeholders
March 2022
Business and Human Rights Lawyers Network Japan

Purpose and Background of the Guidelines
Business enterprises are facing the need to conduct human rights due diligence (HRDD) and establish
a grievance mechanism to promote responsible business conduct and supply chains under the UN
Guiding Principles on Business and Human Rights (UNGPs), the OECD Guidelines for Multinational
Enterprises, the ILO’s declaration of principles concerning multinational enterprises, and otherinternational norms (collectively, “International Norms”).
However, when a business enterprise receives a grievance from a stakeholder or recognizes any
significant issues on responsible business conduct, supply chains, value chains and investment chains(“supply chains, etc.”), and if it tries to respond to the grievance on its own, it would not be able togain full understanding of stakeholders or even could fail to sufficiently engage with suppliers, etc.
In such case, it would be beneficial for the business enterprise to seek engagement and remedy support
from the Advisory and Mediation Panel, receive advice consistent with International Normsindependently from the business enterprise, and gain support in facilitating dialogue with stakeholders
and engaging with suppliers. The Engagement and Remedy Guidelines, which provide practical guideto establish effective operational level grievance mechanisms, also mentions the benefits of using theAdvisory and Mediation Panel.
The Guidelines sets out clear standards on which the Advisory and Mediation Panel provides
engagement and remedy support in a manner that will enhance the effectiveness of grievanceprocedures, while maintaining its independence from business enterprises.

Article 1. Composition of Advisory and Mediation Panel
1. Number of panel members
A person who receives a request for stakeholder engagement and remedy support from a businessenterprise (“business enterprises” shall include other types of groups, organizations and industry
groups: the same shall apply hereinafter) may serve as the Advisory and Mediation Panel comprisedof one or more members, as necessary and appropriate.
2. Key considerations for particularly significant and complicated cases
Particularly significant and complicated cases shall be handled through sufficient discussions anddeliberations, and the person who received the request shall advise the business enterprise to selectthree or more members for the Advisory and Mediation Panel to enable decision making by majority
vote.
3. Key considerations for disputable cases
For cases that could lead the business enterprise to any dispute with stakeholders, suppliers or otherparties, members of the Advisory and Mediation Panel who are attorneys shall be responsible for
dispute-related advisory and mediation matters in terms of compliance with the Japanese Attorney Act.
Other members of the Advisory and Mediation Panel, who are not attorneys, shall be responsible onlyfor advice in non-legal areas for the business enterprise.

Article 2. Independence of Advisory and Mediation Panel
1. Exclusion of interested parties
To ensure the independence of the Advisory and Mediation Panel from business enterprises, a person
who has a vested interest in the business enterprise involved in the grievance or the claimant shall notserve as a member of the Advisory and Mediation Panel.
2. Definitions of interested persons
A “person who has a vested interest” shall include:(i) a member of the Advisory and Mediation Panel who has filed the grievance;(ii) a member of the Advisory and Mediation Panel who is currently acting or acted in the past as anagent for the business enterprise or the claimant with regard to such grievance or any related case;(iii) a member of the Advisory and Mediation Panel who is a business executor1 of the business1

A “business executor” shall mean a director, officer, division manager or other person responsiblefor business execution.

enterprise or the spouse, a direct lineal ancestor or descendant, a sibling or relative living together ofthe claimant; or(iv) a member of the Advisory and Mediation Panel who has a continued contractual relationship,including that of a corporate or personal attorney of the business enterprise or the claimant.
3. Factual circumstances
A member of the Advisory and Mediation Panel who is not deemed to have a vested interest, but who
has any factual circumstances which might cause doubts as to the impartiality and neutrality of his or
her duties, including the acceptance of any obligation in the past from the business enterprise involvedin the grievance or the claimant, the member shall explain the fact to the business enterprise and theclaimant.

Article 3. Standards of Conduct for Advisory and Mediation Panel
1. Preservation of impartiality and neutrality of duties
The Advisory and Mediation Panel shall not receive any order or direction from a third party, but shallpreserve the impartiality and neutrality of its duties and execute procedures in an impartial manner.
2. Confidentiality
No member of the Advisory and Mediation Panel shall disclose to any other person, with no due cause,the pendency, details or outcome of the procedure or any other fact that may come into his or her
knowledge during the course of his or her duties. The aforementioned provision shall apply even after
the member leaves the post.
3. Compliance with International Norms, etc.
In providing advisory and Mediation services in relation to grievance procedures, the Advisory andMediation Panel shall consider whether the business enterprise involved in the grievance carry out
activities in conformance with applicable laws and regulations, its code of conduct, procurement
standards, International Norms, international human rights standards (collectively, “InternationalNorms, etc.”).
4. Constructive and practical advisory activity
The Advisory and Mediation Panel shall strive to facilitate constructive dialogue between the businessenterprise and stakeholders and explore practical solutions, based on the understanding that promotingand supporting responsible business conduct in conformance with International Norms, etc. for thesake of the business enterprise will bring about mutual benefit for both the business enterprise andstakeholders from a medium-to-long-term perspective.

Article 4. Description of Duties of Advisory and Mediation Panel
1. Description of duties
The Advisory and Mediation Panel shall place itself in an expert position independent of the businessenterprise to provide it with advice on individual grievance cases in accordance with InternationalNorms, etc., facilitate dialogue between the business enterprise and the claimant, present solutions,and assist the business enterprise in taking action on supply chains, as needed.
2. Sorting out of facts
With the assistance of the business enterprise’s responsible division, the Advisory and Mediation Panelshall conduct a fact-finding investigation in relation to the grievance to look into whether the alleged
misconduct specified in the grievance actually took place or not, and to find out about other relevant
circumstances. The investigation shall involve the business enterprise’s concerned persons, including
the business enterprise and its officers and employees, group companies and supplies (the same shallapply hereinafter), as well as the claimant.
However, if the grievance is so significant and complicated that the Advisory and Mediation Panel andthe business enterprise’s responsible division alone cannot perform an adequate investigation, or if
there is a serious conflict between the parties in relation to the facts on which the grievance is based,
the Advisory and Mediation Panel shall advise the business enterprise to ask an independentinvestigation agency, individual or entity to conduct an investigation.
3. Facilitation of dialogue
With the assistance of the business enterprise’s responsible division, the Advisory and Mediation Panelshall take the lead in facilitating dialogue between the parties.
In facilitating dialogue between the parties, the Advisory and Mediation Panel shall encourage eachparty to explore corrective measures consistent with internationally recognized International Norms,etc. on human rights and responsible business conduct. The panel shall also encourage each party toexplore constructive and practical corrective measures which would bring about mutual benefit froma medium-to-long term perspective, regardless of its position or claim.

4. Presentation of a mediation plan
The Advisory and Mediation Panel shall present a mediation plan as an expert body independent of
the business enterprise and grievance processors.
The Advisory and Mediation Panel shall propose solutions which are consistent with internationallyrecognized human rights, environment, biodiversity and other norms. The panel shall also explore
constructive and practical solutions which would bring about mutual benefit to the parties from amedium-to-long term perspective.
5. Assistance in taking action on suppliers
If the grievance is about an issue concerning supply chains, value chains, and investment chains, theAdvisory and Mediation Panel shall provide advice and support to the business enterprise in taking
effective action on suppliers and other relevant parties.
6. Consideration for attorney-client privilege
The Advisory and Mediation Panel shall perform its duties in a manner that protects the businessenterprise’s attorney-client privilege, as needed.

Article 5. Documentation of Engagement Contracts
A person who shall take the post of a member of the Advisory and Mediation Panel shall sign
engagement contracts and other documents with the business enterprise stating his or her commitment
to performing his or her duties in compliance with the Guidelines, in principle.
However, the person may reach agreement with the business enterprise as to any matter that is different
from what is described in the Guidelines, only if such agreement does not undermine the effectivenessof the grievance processes, such as when the claimant gives consent.

Article 6. Compensation for Advisory and Mediation Panel Members
The amount of expert compensation paid by the business enterprise for each member of the Advisory
and Mediation Panel shall be determined on an individual basis, based on discussions between thebusiness enterprise and the panel member.
For cases for which working hours are predictable to some extent, it would be beneficial to set a fixedamount of compensation for services per case (including the sorting out of facts, facilitation of

dialogue and presentation of a mediation plan) in order to ensure predictability for the businessenterprise. For cases for which working hours are difficult to predict, it is possible to set an hourlycharge rate.
It is often the case that the compensation system based solely on the prominence of the member provesinappropriate. The success-fee system may sometimes motivate the business enterprise to lead toinvestigation findings as desired, which could affect neutrality and should be avoided.

Acknowledgments
The Guidelines were formulated as an output of the Engagement and Remedy Project, which wasimplemented by Business and Human Rights Lawyers Network Japan, Global Compact NetworkJapan, Business and Human Rights Resource Centre, and Sasakawa Peace Foundation from 2020 to2022. It was also based on the discussions at the Japan Responsible Supply Chain Committee.
We would like to thank the participating organizations and the working group members of theEngagement and Remedy Project as well as member of the Japan Responsible Supply ChainCommittee and many other stakeholders.
Working Group Members of Engagement and Remedy Project (as of December 2021)▪

Akihiro Ueda Researcher, Sasakawa Peace Foundation▪

Keiichi Ujiie Deputy Director General, Global Compact Network Japan▪

Sakon Kuramoto Steering Committee Officer, BHR Lawyers Network Japan▪

Akiko Sato Japan Researcher, Business and Human Rights Resource Center▪

Toshio Shikata▪

Takeshi ShimodayaLRQA Sustainability K.K. (formerly Fuji Oil Holdings Inc.)
Representative Director, The Global Alliance for Sustainable SupplyChain (ASSC)▪

Daisuke Takahashi▪

Ryusuke Tanaka▪

Hidemi Tomita Managing Director, LRQA Sustainability K.K..

Steering Committee Officer, BHR Lawyers Network Japan
Program Officer, International Labor Organization (ILO) Office for Japan