OECD - Public Consultation | 13 January – 10 February 2023

Consultation Draft: Targeted update of the OECD
Guidelines for Multinational Enterprises and their
Implementation ProceduresOECD Centre for Responsible Business Conduct,
Organisation for Economic Co-operation and Development
Paris, France2

Background
The OECD Guidelines for Multinational Enterprises (the Guidelines) set out recommendations from governments tobusinesses for ensuring responsible business conduct in all areas where business interacts with society, including humanrights, labour rights, environment, bribery, consumer interests, as well as disclosure, science and technology, competition, andtaxation. The OECD Guidelines are complemented by Implementation Procedures, which set out the role and functions of the
National Contact Points for Responsible Business Conduct.
The OECD Guidelines were last revised in 2011 and the OECD Working Party on Responsible Business Conduct (WPRBC) iscurrently working towards a targeted update of the Guidelines and Implementation Procedures to advance their uptake andpromotion, as well as to ensure they remain fit for purpose.
PUBLIC CONSULTATIONThe OECD is currently inviting interested stakeholders to comment on a consultation draft of potential updates. The public
consultation is open to all interested stakeholders from all countries, including businesses, industry groups, civil society
organisations, trade unions, as well as academia, interested citizens, international organisations and governmental experts(including from non-Adherent countries).
The public consultation will remain open until 10 February 2023.
CONSULTATION DRAFT ON THE OECD MNE GUIDELINES AND THEIR IMPLEMENTATION PROCEDURES
The consultation draft outlines potential updates to the Guidelines chapters and to their implementation procedures. The
potential updates reflect discussion by the WPRBC but do not constitute agreed text. As a working document, the draft issubject to change, including but not limited to changes to incorporate feedback received in the course of this public
consultation.
The targeted update is guided by a set of parameters set out by the WPRBC:•••

the update excludes a wholesale revision of the Guidelines or a full redrafting of existing chapters
potential updates are based on issues raised in the preceding stocktaking exercise and current
understanding and practice by Adherents
the update is further guided by the criteria of (i) ensuring coherence with OECD priorities and standards;(ii) enhancing the OECD’s leadership on RBC; (iii) building on achievements and strengths; and (iv)ensuring focus and proportionality.

Within these parameters, the consultation draft contains potential updates to all chapters of the Guidelines. However, themajority of potential updates occur in the chapter on Environment, the chapter on Science and Technology as well as in the
Implementation Procedures concerning the National Contact Points for Responsible Business Conduct.
The consultation draft reproduces the OECD Guidelines for Multinational Enterprises [OECD/LEGAL/0144] and their
Implementation Procedures and sets out annotated draft targeted updates to the text. Part I reproduces the chapters of the
Guidelines and their Commentary. Part II reproduces the Implementation Procedures, namely the Council Decision andProcedural Guidance [OECD/LEGAL/0307] as well as the Commentary thereto. Throughout we use track changes in bolditalics to indicate proposed additions. Text in strikethrough indicates proposed deletions. Text in italics only indicates text fromthe existing version of the Guidelines which has been moved to a different paragraph to improve readability.
Interested stakeholders are invited to submit comments through the consultation website. Please note that all written
submissions will be made publicly available. For any questions, please contact RBC@oecd.org.
YOUR DATA PROTECTION RIGHTS
Any personal data you provide as part of this consultation, including your name and responses, will be protected consistent
with the OECD Data Protection Rules. Please note that your submission will be made public indefinitely, as outlined above.
Under the Rules, you have rights to access and rectify your personal data, as well as to object to its processing and request
erasure in certain circumstances. To exercise these rights in connection with the consultation, pleasecontact RBC@oecd.org. If you have further queries or complaints related to the processing of your personal data, please3
contact the Data Protection Officer. If you need further assistance in resolving claims related to personal data protection you
can contact the Data Protection Commissioner.

4Part I: Targeted Updates to theOECD Guidelines forMultinational Enterprises
Preface
1.

2.

3.

4.

The OECD Guidelines for Multinational Enterprises (the Guidelines) are recommendations
addressed by governments to multinational enterprises. The common aim of the governments
countries adhering to the Guidelines is to encourage the positive contributions enterprises can maketo economic, environmental, and social progress and to minimise the adverse impacts that may result
from their operations. The Guidelines encourage the alignment of positive contributions thatmultinational enterprises can make business conduct with sustainable development objectives
related to economic, environmental and social progress and to minimise outcomes in the areas
covered by the difficulties to which their various operations may give rise Guidelines. Responsible
business conduct can enable the creation of a level playing field across global markets; foster adynamic and well-functioning business sector, enhance the business contribution to sustainable
development outcomes, including global solutions to address and respond to climate change. The
Guidelines aim to ensure that the operations of enterprises are in harmony with government policies,
to strengthen confidence between enterprises and the societies in which they operate, to help
improve the investment climate and to enhance the contribution to sustainable development madeby multinational enterprises.
The Guidelines are part of the OECD Declaration on International Investment and Multinational
Enterprises [OECD/LEGAL/0144] the other elements of which relate to national treatment,
conflicting requirements on enterprises, and international investment incentives and disincentives.
The countries adhering to the Guidelines make a binding commitment to implement them takecertain actions to further their effectiveness in accordance with the Decision of the OECD Council
on the OECD Guidelines for Multinational Enterprises [OECD/LEGAL/0307]. For this purpose,
National Contact Points for Responsible Business Conduct play a central role.
The Guidelines clarify the shared expectations for business conduct of the governments countries
adhering to them and provide an authoritative point of reference for enterprises and for otherstakeholders. Thus They recommend that enterprises undertake risk-based due diligence toidentify, prevent, mitigate and account for how they address actual and potential adverse
impacts on matters covered by the Guidelines. In this regard, the Guidelines both complement
and reinforce private and public efforts to define and implement responsible business conduct.
The Guidelines provide voluntary principles and standards for responsible business conductconsistent with applicable laws and internationally recognised standards. Matters covered by the
Guidelines may be the subject of national law and international commitments. Governments havean important role to play in supporting effective implementation of the Guidelines, including
by creating an enabling policy environment to drive, support, and promote responsible
business practices, including in their role as economic actors. Governments are increasingly
adopting policies aimed at promoting responsible business practices, including by using
OECD standards on responsible business conduct to support comprehensive and common
approaches for due diligence, thereby addressing uneven levels of implementation of

5

5.

6.

7.

8.

9.

voluntary approaches. There is a continued demand for coherence across international
standards on responsible business conduct and that governments co-operate with each otherand with other actors to strengthen the international legal and policy framework in whichbusiness is conducted. The design of specific policies, legislation and other measures on
responsible business conduct will be shaped by individual countries’ political, administrative,
and legal contexts.
International The political, economic, environmental, social, physical and technologicalenvironment for international business has experienced is undergoing far-reaching structural andrapid change and the. The Guidelines themselves have evolved to reflect these changes. With In
the past decades, international trade and finance has grown significantly as a share of the riseof service and knowledge-intensive industries and the expansion of the Internet global economy,
service and technology enterprises are playing an increasingly important role in the international
marketplace. Large enterprises still account for a major share of international trade and investment,
while cross-border trade and there is a trend toward large-scale international mergers. At the sametime, foreign investment by small- and medium-sized enterprises has also increased and theseenterprises now play a significant role in international markets. Multinational enterprises, like theirdomestic counterparts, have evolved to encompass a broader range of business arrangements andorganisational forms. Technological developments as well as strategic alliances and closer relations
with suppliers and contractors tend to blur the boundaries of the enterprise.
The rapid evolution in the structure of multinational enterprises is also reflected in their operations in
the emerging and developing world, where foreign direct economies, whose share of crossborder trade and investment has grown is growing. In emerging and developing countries
economies, multinational enterprises have diversified beyond primary production and extractive
industries into manufacturing, assembly, domestic market development and services. Another key
development is the emergence of multinational enterprises based in developing countries as majorinternational investors.
The activities of multinational enterprises, through international trade and investment, havestrengthened and deepened the ties that join the countries and regions of the world. These activities
bring substantial benefits to home and host countries. These benefits accrue when multinational
enterprises supply the products and services that through creation of better jobs, lower cost ofliving for consumers want to buy at competitive prices and when they provide fair, and better returns
to suppliers of capital. for investors. Their trade and investment activities contribute to the efficientuse of capital, technology and, human and natural resources. They facilitate the safe transfer oftechnology among the regions of the world and the development of technologies that reflect local
conditions. Through both formal training and on-the-job learning enterprises also promote thedevelopment of human capital and the creation of employment opportunities.
The nature, scope and speed of economic changes have presented new strategic challenges forenterprises and their stakeholders. Multinational enterprises have the opportunity to increasingly
implement best practice policies for business models that pursue sustainable development that
seek to ensure and support coherence between economic, environmental and social objectives.
The ability of multinational enterprises to promote sustainable development is greatly enhanced when
trade and investment are conducted in a context of open, competitive and appropriately regulated
markets with rules of law and protection of civic space.
Many multinational enterprises have demonstrated that respect for high standards of businessconduct can enhance growth. Competitive forces are intense and multinational enterprises face avariety of legal, social and regulatory settings. In this context, some enterprises may be tempted toneglect appropriate principles and standards of conduct in an attempt to gain undue competitive
advantage. Such practices by the few may call into question the reputation of the many and may giverise to public concerns.

10. Many enterprises have responded to these public concerns by developing internal programmes,
guidance and management systems that underpin their commitment to good corporate citizenship,
good practices and good business and employee conduct. Some of them have called upon
consulting, auditing and certification services, contributing to the accumulation of expertise in theseareas.

6
11. Many enterprises have responded by setting up due diligence processes to assess andaddress environmental, social and governance impacts of their operations underpinning theircommitment to good corporate citizenship, good practices and good business and employee
conduct. Enterprises have also promoted social dialogue on what constitutes responsible businessconduct and have worked with stakeholders, including in the context of multi-stakeholder initiatives,to develop guidance for responsible business conduct.
12. The adoption of the OECD Guidelines in 1976, and their subsequent updates, reflect increased
demand on business to follow principles and standards on responsible business conduct. The
beginnings of this development can be dated to the work of the International Labour Organisation in
the early twentieth century. The adoption by the United Nations in 1948 of the Universal Declarationof Human Rights was another landmark event. It was followed by the ongoing development ofstandards relevant for many areas of responsible business conduct a process that continues to thisday. The OECD has contributed in important ways to this process through the development ofstandards covering such areas as the environment, the fight against corruption, consumer interests,
corporate governance, science, technology and innovation and taxation.
13. The Guidelines remain the leading international instrument on responsible business conduct. The
countries adhering the Guidelines are committed to co-operating with each other and with othercountries to further their implementation in partnership with the many businesses, trade unions andother non-governmental organisations that are working in their own ways toward the same end. ..
Governments can help by providing effective domestic policy frameworks that include stable
macroeconomic policy, non- discriminatory treatment of enterprises, appropriate regulation andprudential supervision, an impartial system of courts and law enforcement and efficient and honest
public administration. Governments can also help by maintaining and promoting appropriate
standards and policies in support of sustainable development and by engaging in ongoing reforms toensure that public sector activity is efficient and effective. Governments adhering to the Guidelines
are committed to continuous improvement of both domestic and international policies with a view toimproving the welfare and living standards of all people.

7

Table of contents
Introduction

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Part I: Targeted Updates to the OECD Guidelines for Multinational Enterprises
Chapter I. Concepts and Principles
Chapter II. General Policies

4

8

10

Chapter III. Disclosure 17
Chapter IV. Human Rights

21

Chapter V. Employment and Industrial Relations
Chapter VI. Environment

24

29

Chapter VII. Combating Bribery, Bribe Solicitation and Extortion

37

Chapter VIII. Consumer Interests 41
Chapter IX. Science, Technology and Innovation

45

Chapter X. Competition 49
Chapter XI. Taxation

51

Part II. Targeted Updates to the Implementation Procedures of the OECD Guidelines for Multinational
Enterprises 548Chapter I. Concepts and Principles
Targeted Updates to OECD Guidelines for Multinational Enterprises: Chapter I. Concepts andPrinciples(text to illustrate potential edits is in bold and italics for new text and strike-out for deleted text)

Full edited text of Chapter I. Concepts and Principles
1. The Guidelines are recommendations jointly addressed by governments to multinational
enterprises. They provide principles and standards of good practice consistent with applicablelaws and internationally recognised standards. Observance of the Guidelines by enterprises isvoluntary and not legally enforceable. Nevertheless, some matters covered by the Guidelines may
also be regulated by national law or international commitments.
2.

Obeying domestic laws is the first obligation of enterprises. The Guidelines are not a substitute fornor should they be considered to override domestic law and regulation. While the Guidelines
extend beyond the law in many cases, they should not and are not intended to place an enterprisein situations where it faces conflicting requirements. However, in countries where domestic laws
and regulations conflict with, or set lower expectations than the principles and standards of the
Guidelines, enterprises should seek ways to honour such principles and standards to the fullest
extent which does not place them in violation of domestic law.

3.

Since the operations of multinational enterprises extend throughout the world, international cooperation in this field should extend to all countries. Governments adhering to the Guidelines
encourage the enterprises operating in or from their territories to observe the Guidelines wherever
they operate, while taking into account the particular circumstances of each host country.

4.

A precise definition of multinational enterprises is not required for the purposes of the Guidelines.
These enterprises operate in all sectors of the economy. They usually comprise companies orother entities established in more than one country and so linked that they may co- ordinate theiroperations in various ways or, companies or other entities conducting a significant amountof business in more than one country. While one or more of these entities may be able toexercise a significant influence over the activities of others entities in a group, their degree of
autonomy within the group enterprise may vary widely from one multinational enterprise toanother. Ownership may be private, State, or mixed. The Guidelines are addressed to all theentities within the multinational enterprise (parent companies and/or local entities). According to
the actual distribution of responsibilities among them, the different entities are expected to cooperate and to assist one another to facilitate observance of the Guidelines. The Guidelines allow
for a broad and flexible approach in identifying which entities may be consideredmultinational enterprises for the purposes of the Guidelines. The international nature of anenterprise’s structure or activities and its commercial form, purpose, or activities are
relevant considerations in this respect.

5.

The Guidelines are not aimed at introducing differences of treatment between multinational anddomestic enterprises; they reflect good practice for all. Accordingly, multinational and domestic
enterprises are subject to the same expectations in respect of their conduct wherever the
Guidelines are relevant to both.

6.

Governments wish to encourage the widest possible observance of the Guidelines. While it isacknowledged that small- and medium-sized enterprises may not have the same capacities aslarger enterprises, governments adhering to the Guidelines nevertheless encourage them toobserve the Guidelines’ recommendations to the fullest extent possible.

7.

Governments adhering to the Guidelines should not use them for protectionist purposes nor use
them in a way that calls into question the comparative advantage of any country wheremultinational enterprises invest.

8.

Governments have the right to prescribe the conditions under which multinational enterprises
operate within their jurisdictions, subject to international law. The entities of a multinational
enterprise located in various countries are subject to the laws applicable in these countries. Whenmultinational enterprises are subject to conflicting requirements by adhering countries or third9countries, the governments concerned are encouraged to co-operate in good faith with a view toresolving problems that may arise.
9.

Governments adhering to the Guidelines set them forth with the understanding that they will fulfil
their responsibilities to treat enterprises equitably and in accordance with international law andwith their contractual obligations.

10. The use of appropriate international dispute settlement mechanisms, including arbitration, is

encouraged as a means of facilitating the resolution of legal problems arising between enterprises
and host country governments.

11. Governments adhering to the Guidelines will implement them and encourage their use. They will

establish National Contact Points that promote the Guidelines and act as a forum for discussionof all matters relating to the Guidelines. The adhering Governments will also participate inappropriate review and consultation procedures to address relevant concerns regarding
concerning interpretation and implementation of the Guidelines and to maintain theircontinued relevance in a changing world.

 10Chapter II. General Policies
Targeted Updates to OECD Guidelines for Multinational Enterprises: Chapter II. General Policies(text to illustrate potential edits is in bold and italics for new text and strike-out for deleted text)

Full edited text of Chapter II. General Policies
Enterprises should take fully into account established policies in the countries in which they
operate, and consider the views of other stakeholders. In this regard:
A. Enterprises should:
1. Contribute to economic, environmental and social progress with a view to achieving sustainable
development.
2.

Respect the internationally recognised human rights of those affected by their activities.

3.

Encourage local capacity building through close co-operation with the local community, including
business interests, as well as developing the enterprise’s activities in domestic and foreign
markets, consistent with the need for sound commercial practice.

4.

Encourage human capital formation, in particular by creating employment opportunities andfacilitating training opportunities for employees.

5.

Ensure transparency and integrity in lobbying activities and refrain from seeking or accepting
exemptions not contemplated in the statutory or regulatory framework related to human rights,
environmental, health, safety, labour, taxation, financial incentives, or other issues.

6.

Support and uphold good corporate governance principles and develop and apply good corporate
governance practices, including throughout enterprise groups.

7.

Develop and apply effective self-regulatory practices and management systems that foster arelationship of confidence and mutual trust between enterprises and the societies in which they
operate.

8.

Promote awareness of and compliance by workers employed by multinational enterprises withrespect to company policies through appropriate dissemination of these policies, including
through training programmes.

9.

Refrain from discriminatory or disciplinary action or applying undue pressure, against workers,
trade union representatives or other worker representatives who make bona fide reports tomanagement or, as appropriate, to the competent public authorities, on practices that contravene
the law, the Guidelines or the enterprise’s policies.
10. (new paragraph) Refrain from applying undue pressure or reprisals against any persons orgroups who monitor or report practices of the enterprise or entities with which it has abusiness relationship that contravene the law, or are inconsistent with the Guidelines, orthe enterprise’s policies, including but not limited to submitters of Specific Instances,members of the press, whistleblowers, and human rights defenders, and those working on
environmental matters referred to as environmental defenders.
11. (Originally paragraph A.10) Carry out risk-based due diligence, for example by incorporating it
into their enterprise risk management systems, to identify, prevent and mitigate actual andpotential adverse impacts as described in paragraphs 11 and 12, and account for how these
impacts are addressed. The nature and extent of due diligence depend on the circumstances ofa particular situation.
12. (Originally paragraph A.11) Avoid causing or contributing to adverse impacts on matters coveredby the Guidelines, through their own activities, and address such impacts when they occur.
13. (Originally paragraph A.12) Seek to prevent or mitigate an adverse impact where they have notcontributed to that impact, when the impact is nevertheless directly linked to their operations,products or services by a business relationship. This is not intended to shift responsibility fromthe entity causing an adverse impact to the enterprise with which it has a business relationship.

 11

14. (New paragraph) Provide for or co-operate through legitimate processes in the remediationof adverse impacts where an enterprise has caused or contributed to these impacts.
15. (Originally paragraph A.13) In addition to addressing adverse impacts in relation to matters
covered by the Guidelines, encourage, where practicable, entities with which an enterprise
has a business relationship partners, including suppliers and sub-contractors, investee
companies, clients, buyers, and joint venture partners to apply principles of responsible
business conduct compatible with the Guidelines.
16. (Originally paragraph A.14) Engage meaningfully with relevant stakeholders in order to provide
opportunities for their views to be taken into account with respect to. in relation to planning anddecision making for projects or other activities that may significantly impact them local
communities.
17. Abstain from any improper involvement in local political activities, such as engaging in acts ofcorruption or attempting to influence the design, implementation, execution andevaluation of public policies and regulations administered by public officials, by providing
covert, deceptive or misleading evidence or data.
B. Enterprises are encouraged to
1. Support, as appropriate to their circumstances, cooperative efforts in the appropriate fora topromote Internet Freedom through respect of freedom of expression, assembly and association
online..
2. engage in or support, where appropriate, private or multi-stakeholder initiatives and social
dialogue on responsible supply chain management business conduct while ensuring that these
initiatives take due account of their social and economic effects on developing countries and ofexisting internationally recognised standards.
Commentary on General Policies
1.

The General Policies chapter of the Guidelines is the first to contain specific recommendations toenterprises. As such it is important for setting the tone and establishing common fundamental
principles for the specific recommendations in subsequent chapters2.

Enterprises are encouraged to co-operate with governments in the development andimplementation of policies and laws. Considering the views of other stakeholders in society, which
includes the local community and those affected or potentially affected by their activities aswell as business interests, can enrich this process. It is also recognised that governments shouldbe transparent in their dealings with enterprises, and consult with business on these same issues.
Enterprises, social partners and other stakeholders such as civil society organisations andtrade unions should be viewed as partners with government in the development and use of bothvoluntary and regulatory approaches (of which the Guidelines are one element) to policies
affecting them.

3.

There should not be any contradiction between the activity of multinational enterprises (MNEs)
and sustainable development, and the Guidelines are meant to foster complementarities in thisregard. Indeed, links among economic, social, and environmental progress are a key means forfurthering the goal of sustainable development.4*4. One of the most broadly accepted definitions of sustainable development from the 1987
World Commission on Environment and Development (the Brundtland Commission) is“Development that meets the needs of the present without compromising the ability of future
generations to meet their own needs”. The United Nations has set targets to eradicate
global poverty, protect the planet, and ensure that all people enjoy peace andprosperity.

4.

Chapter IV elaborates on the general human rights recommendation in paragraph A.2.

5.

The Guidelines also acknowledge and encourage the contribution that MNEs can make to local
capacity building as a result of their activities in local communities. Similarly, the recommendation
on human capital formation is an explicit and forward-looking recognition of the contribution to 12
individual human development that MNEs can offer their employees, and encompasses not only
hiring practices, but training and other employee development as well. Human capital formation
also incorporates the notion of non-discrimination in hiring practices as well as promotion
practices, life-long learning and other on-the-job training.
6.

Importantly, when engaging in public advocacy, enterprises should take due account of
the OECD Recommendation of the Council on Principles for Transparency and Integrity in
Lobbying [OECD/LEGAL/0379], while maintaining the ability to participate freely in public
discourse. Enterprises should ensure that their lobbying activities are coherent with theircommitments and goals on matters covered by the Guidelines. The Guidelines also
recommend that, in general, enterprises avoid making efforts to secure exemptions notcontemplated in the statutory or regulatory framework related to human rights, environmental,
health, safety, labour, taxation and financial incentives among other issues, without infringing on
an enterprise’s right to seek changes in the statutory or regulatory framework. The words “oraccepting” also draw attention to the role of the State in offering these exemptions. While this sortof provision has been traditionally directed at governments, it is also of direct relevance to MNEs.
Importantly, however, there are instances where specific exemptions from laws or other policies
can be consistent with these laws for legitimate public policy reasons. The environment andcompetition policy chapters provide examples.

7.

The Guidelines recommend that enterprises apply good corporate governance practices drawn
from the G20/OECD Principles of Corporate Governance [OECD/LEGAL/0413]. The Principles
call for the protection and facilitation of the exercise of shareholder rights, including the equitable
treatment of shareholders. Enterprise should recognise the rights of stakeholders established bylaw or through mutual agreements and encourage active co-operation with stakeholders increating wealth, jobs, and the sustainability of financially sound enterprises.

8.

The Principles call on the board of the parent entity to ensure the strategic guidance of theenterprise, the effective monitoring of management and to be accountable to the enterprise andto the shareholders, while taking into account the interests of stakeholders. In undertaking these
responsibilities, the board needs to ensure the integrity of the enterprise’s accounting andfinancial reporting systems, including independent audit, appropriate control systems, inparticular, risk management, and financial and operational control, and compliance with the law
and relevant standards.

9.

The Principles extend to enterprise groups, although boards of subsidiary enterprises might haveobligations under the law of their jurisdiction of incorporation. Compliance and control systems
should extend where possible to these subsidiaries. Furthermore, the board’s monitoring ofgovernance includes continuous review of internal structures to ensure clear lines of management
accountability throughout the group.

10. State-owned multinational enterprises are subject to the same recommendations as privatelyowned enterprises, but public scrutiny is often magnified when a State is the final owner. The
OECD Guidelines on Corporate Governance of State-Owned Enterprises are a useful andspecifically tailored guide for these enterprises and the recommendations they offer could
significantly improve governance.
11. Although primary responsibility for improving the legal and institutional regulatory framework lies
with governments, there is a strong business case for enterprises to implement good corporate
governance.
12. An increasing network of non-governmental self-regulatory instruments and actions address
aspects of corporate behaviour and the relationships between business and society. Interestingdevelopments in this regard are being undertaken in the financial sector. Enterprises recognisethat their activities often have social and environmental implications. The institution of selfregulatory practices and management systems and participation in related multi-stakeholder
initiatives by enterprises sensitive to reaching these goals – thereby contributing to sustainable
development – is an illustration of this. Self-regulatory practices and multi-stakeholder
initiatives should be credible and transparent. Where such initiatives are focused on
responsible business conduct due diligence, alignment with relevant international
standards such as the Guidelines can foster greater effectiveness while reducing
complexity and cost for businesses engaged in such initiatives. In turn, developing suchpractices can further constructive relationships between enterprises and the societies in which
they operate. Although enterprises can collaborate at an industry or multistakeholder level, 13
they always remain individually responsible for ensuring that their due diligence is carriedout effectively.
13. Following from effective self-regulatory practices, as a matter of course, enterprises are expected
to promote employee awareness of company policies. Safeguards to protect bona fide “whistleblowing” activities are also recommended, including protection of employees who, in the absenceof timely remedial action or in the face of reasonable risk of negative employment action, reportpractices that contravene the law to the competent public authorities. While of particular
relevance to internal controls, ethics and compliance programmes related to anti- bribery
corruption, discussed in Chapter VII, and environmental initiatives, such protection is also
relevant to other recommendations in the Guidelines.
14. (New paragraph) Business and civil society both depend on a shared civic space that
includes freedom of expression, association and assembly, as well as the rule of law,which in turn create an enabling environment for the implementation of the Guidelines. In
this respect, enterprises should refrain from applying undue pressure or reprisals against
any persons or groups who monitor or report practices of the enterprise that contravene
the law or are inconsistent with the Guidelines, including through developing appropriate
safeguards. Pressure is undue when it is retaliatory or discriminatory or based solely on
the act or content of reporting or monitoring. This includes threats, reputational smears,
slurs, harassment, intimidation, surveillance, Strategic lawsuits against public
participation (SLAPP suits) intended for the sole purpose of censoring, intimidating or
silencing critics, criminalisation of lawful activities, physical attacks and death.
15. (Originally paragraph 14 of commentary) For the purposes of the Guidelines, due diligence isunderstood as the process through which enterprises can identify, prevent, mitigate and accountfor how they address their actual and potential adverse impacts as an integral part of businessdecision-making and risk management systems. To that end the OECD Due Diligence
Guidance for Responsible Business Conduct sets out a due diligence framework adheringcountries have approved and committed to actively support and monitor. It outlines thefollowing measures: 1. embedding responsible business conduct into policies andmanagement systems; 2. identifying and assessing actual and potential adverse impactsof the enterprise’s operations, products or services; 3. ceasing, preventing and mitigating
adverse impacts; 4. tracking implementation and results; 5. communicating how impacts
are addressed; and 6. providing for or cooperating in remediation when appropriate. It alsosuggests practical actions to implement these measures. Not every practical action
mentioned in the due diligence guidance will be appropriate for every situation. The OECDdue diligence and OECD sector due diligence guidance help companies to understand andimplement due diligence as foreseen in the Guidelines. They also seek to promote a
common understanding among governments and stakeholders on due diligence for RBC.
16.

Due diligence can be included within broader enterprise risk management systems, provided
that it goes beyond simply identifying and managing material risks to the enterprise itself, toinclude the risks of adverse impacts related to matters covered by the Guidelines. Potential
impacts are to be addressed through prevention or mitigation, while actual impacts are to beaddressed through remediation. The Guidelines concern those adverse impacts that are either
caused or contributed to by the enterprise, or are directly linked to their operations, products orservices by a business relationship, as described in paragraphs A.11 and A.12. Due diligencecan help enterprises avoid the risk of such adverse impacts. For the purposes of thisrecommendation, ‘contributing to’ an adverse impact should be interpreted as a substantial
contribution, meaning an activity that causes, facilitates or incentivises another entity to cause an
adverse impact and does not include minor or trivial contributions. An enterprise’s relationshipto adverse impact is not static. It may change, for example as situations evolve anddepending upon the degree to which due diligence and steps taken to address identified
risks and impacts decrease the risk of the impacts occurring. The term ‘business
relationship’ includes relationships with business partners, investee companies, clients, andjoint venture partners, entities in the supply chain which supply products or services that
contribute to the enterprise’s own operations, products or services or receive products orservices from the enterprise, and any other non-State or State entities directly linked to its
business operations, products or services.

17. (Originally part of paragraph 14) The recommendation in paragraph A.11 applies to thosematters covered by the Guidelines that are related to adverse impacts associated with anenterprise’s operations, products and services, The recommendation in paragraph A.11
does not apply to the chapters on Science and Technology Competition and Taxation. Throughout 14
the Guidelines recommendations related to due diligence and identifying, preventing, andmitigating adverse impacts and accounting for how such impacts are addressed should beread in line with A 11-13 and related commentary.
18. (Originally paragraph 15) The nature and extent of due diligence, such as the specific steps tobe taken, appropriate to a particular situation will be affected by factors such as the size of theenterprise, context of its operations, the specific recommendations in the Guidelines, and theseverity of its adverse impacts. In this respect the measures that an enterprise takes to
conduct due diligence should be commensurate to the severity and likelihood of theadverse impact. Where it is not feasible to address all identified impacts at once, anenterprise should prioritise the order in which it takes action based on the severity andlikelihood of the adverse impact. For the assessment of adverse impacts arising fromdownstream business relationships, prioritisation should be based on any known orforeseeable circumstance related to the use of the product or service provided inaccordance with its intended purpose, or under conditions of reasonably foreseeable
improper use or misuse, which may give rise to adverse impacts. Specific recommendations
for human rights due diligence related to specific issues are provided in Chapter IV-VIII.
19. (Originally paragraph 16) Where enterprises have large numbers of suppliers and otherbusiness relationships, they are encouraged to identify general areas where the risk of adverse
impacts is most significant and, based on this risk assessment, prioritise suppliers these areas fordue diligence in line with the measures outlined in paragraph 17.
20. (Originally paragraph 17) To avoid causing or contributing to adverse impacts on matters coveredby the Guidelines through their own activities includes their activities in the supply chain. Business
relationships in the supply chain take a variety of forms including, for example, financing,supplying and buying, franchising, licensing or subcontracting. Business relationships may
include relationships with entities beyond contractual relationships, such as sub-suppliers,
as well as with buyers and users of products and services. Entities with which an enterprise
has a business relationship may or may not in the supply chain are often multinational
enterprises themselves and, by virtue of this fact, those be operating in or from the countries
adhering to the Declaration are covered by the Guidelines.
21. (Originally paragraph 18) In the context of its supply chain If the enterprise identifies a risk of
causing an adverse impact, then it should take the necessary steps to cease or prevent that impact.
22. (Originally paragraph 19) If the enterprise identifies a risk of contributing to an adverse impact,
then it should take the necessary steps to cease or prevent its contribution and use its leverage tomitigate any remaining impacts to the greatest extent possible. Leverage is considered to exist
where the enterprise has the ability to effect change in the wrongful practices of the entity thatcauses the harm.
23. (Originally paragraph 20) Meeting the expectation in paragraph A.13 would entail an enterprise,acting alone or in co-operation with other entities, as appropriate, to use its leverage to influence
the entity causing the adverse impact to prevent or mitigate that impact.
24. (Originally paragraph 21) The Guidelines recognise that there are practical limitations on theability of degree of leverage enterprises have to effect change in the behaviour of their entities
with which they have suppliers business relationships. These are related to product and/or
service characteristics, the number of suppliers and other business relationships, the structure
and complexity of the supply chain, the position of the enterprise vis-à-vis entities with which it
has a suppliers business relationship or other entities in the supply chain. Where an enterprise
does not have sufficient leverage, it should consider ways to enhance its leverage. For
example, in the context of some business relationships once a transaction has beenconcluded, an enterprises’ leverage may be significantly reduced and as such it isimportant that enterprises make efforts to exercise leverage before the conclusion of atransaction. However, Enterprises can also influence suppliers entities with which it has
business relationships, for example, through contractual arrangements support, training andcapacity building; engagement to urge them to prevent and/or mitigate impacts; building
expectations around responsible business conduct and due diligence specifically into
commercial contracts such as management contracts, pre-qualification requirements forpotential suppliers, voting trusts, and license o r f r anchise agreements; linking businessincentives with performance on responsible business conduct; engagement withregulators and policymakers on responsible business conduct issues; communicating thepossibility of responsible disengagement if expectations around responsible business 15
conduct are not respected, collaborating with other enterprises (at sectoral, risk or country
level) to pool leverage and implementing common standards of responsible businessconduct. Other factors relevant to determining the appropriate response to the identified risks
include the severity and probability of adverse impacts and how crucial that supplier is to theenterprise.
25. (Originally paragraph 22) Appropriate responses with regard to the business relationship may
include continuation of the relationship with a supplier throughout the course of risk mitigation
efforts; temporary suspension of the relationship while pursuing ongoing risk mitigation; or, as alast resort, responsible disengagement from with the supplier a business relationship either
after failed attempts at mitigation, or where the enterprise deems mitigation not feasible, or
because of the severity of the adverse impact. The enterprise should also take into accountpotential social and economic adverse impacts related to the decision to disengage and consult
with stakeholders in a timely manner. Enterprises should take reasonable and appropriate
measures to mitigate adverse impacts related to disengagement.
26. (Originally paragraph 23) Enterprises may also engage with suppliers and other entities withwhich they have business relationships entities in the supply chain to improve theirperformance, in co-operation with other stakeholders, including through personnel training andother forms of capacity building and, to support the integration of principles of responsible businessconduct compatible with the Guidelines into their business practices. Where entities with which
an enterprise has a business relationship suppliers have multiple customers and are potentially
exposed to conflicting requirements imposed, for example by different buyers, or service
providers, enterprises are encouraged, with due regard to anti-competitive concerns, toparticipate in industry-wide collaborative efforts with other enterprises with which they sharecommon suppliers to coordinate due diligence supply chain policies and risk management
strategies, including through information-sharing.
27. (Originally paragraph 24) Enterprises are also encouraged to participate in private or multistakeholder initiatives and social dialogue on responsible business conduct, responsible supply
chain management, such as those undertaken as part of the proactive agenda pursuant to theDecision of the OECD Council on the OECD Guidelines for Multinational Enterprises and theattached Procedural Guidance.
28. (Originally paragraph 25) Meaningful stakeholder engagement is a key component of thedue diligence process. In some cases stakeholder engagement may also be a right in andof itself. Stakeholder engagement involves interactive processes of engagement with relevant
stakeholders, through, for example, meetings, hearings or consultation proceedings. Relevant
stakeholders are persons or groups, or their legitimate representatives, who are or could
be adversely impacted by the enterprise’s operations, activities, products, or services,
Meaningful stakeholder engagement refers to ongoing engagement with stakeholders thatis two-way, conducted in good faith by the participants on both sides and responsive to
stakeholders’ views. To ensure stakeholder engagement is meaningful and effective, it isimportant to identify and remove potential barriers to engaging with stakeholders inpositions of vulnerability or marginalisation. The OECD Due Diligence Guidance for
Responsible Business Conduct and relevant OECD sector specific guidance includes
practical support for enterprises on carrying out stakeholder engagement including as partof an enterprise’s due diligence process. Effective stakeholder engagement is characterised by
two-way communication and depends on the good faith of the participants on both sides. This
engagement is can be particularly helpful important in the planning and decision-making
concerning projects or other activities involving, for example, the intensive use of land or water,which could significantly affect local communities, including groups with traditional ties toparticular lands and waters.
29. Paragraph B.1 acknowledges an important emerging issue. It does not create new standards,
nor does it presume the development of new standards. It recognises that enterprises haveinterests which will be affected and that their participation along with other stakeholders indiscussion of the issues involved can contribute to their ability and that of others to understandthe issues and make a positive contribution. It recognises that the issues may have a number ofdimensions and emphasises that co-operation should be pursued through appropriate fora. It is
without prejudice to positions held by governments in the area of electronic commerce at theWorld Trade Organisation (WTO). It is not intended to disregard other important public policy
interests which may relate to the use of the internet which would need to be taken into account.5
Finally, as is the case with the Guidelines in general, it is not intended to create conflicting
requirements for enterprises consistent with paragraphs 2 and 8 of the Concepts and Principles
Chapter of the Guidelines.

 16*5. Some countries have referred to the 2005 Tunis Agenda for the Information Society in thisregard.
30. (Originally paragraph 27) Finally, it is important to note that self-regulation and other initiatives
in a similar vein, including the Guidelines, should not unlawfully restrict competition, nor should
they be considered a substitute for effective law and regulation by governments. It is understoodthat MNEs should avoid potential trade or investment distorting effects of codes and selfregulatory practices when they are being developed.

 17

Chapter III. Disclosure
Targeted Updates to OECD Guidelines for Multinational Enterprises: Chapter III. Disclosure(text to illustrate potential edits is in bold and italics for new text and strike-out for deleted text)

Full edited text of Chapter IV. Disclosure**Disclaimer: the review of this Chapter is subject to alignment with the G20/OECD Principles ofCorporate Governance which are currently under review.
1. Enterprises should take fully into account established disclosure policies in the countries inwhich they operate, and consider the views and informational requirements of shareholders
and other relevant stakeholders. Enterprises should ensure that timely and accurate information
is disclosed on all material matters regarding their activities, structure, financial situation,
performance, ownership and governance. This information should be disclosed for the enterprise asa whole, and, where appropriate, along business lines or geographic areas. Disclosure policies ofenterprises should be tailored to the nature, size and location of the enterprise, with due regard
taken of costs, business confidentiality and other competitive concerns.
2.

Disclosure policies of enterprises should include, but not be limited to, material information on:a) the financial and operating results of the enterprise;b) enterprise objectives;c) major share ownership and voting rights, including beneficial owners, the structure of agroup of enterprises and intra-group relations, as well as control enhancing mechanisms;d) remuneration policy for members of the board and key executives, as well as remunerationlevels or amounts, and information about the composition of the board and its members,
including qualifications, the selection process, other enterprise directorships and whether
each board member is regarded as independent by the board;e) related party transactions;f)foreseeable risk factors;g) issues regarding workers and other stakeholders;h) governance structures and policies, in particular, the extent of compliance with national
content of any corporate governance codes or policies and it’s the process by which they
are implemented implementation process;i) debt contracts, including the risk of non-compliance with covenants.
3.

Enterprises are encouraged to communicate additional information that could include: It is also
important that enterprises communicate responsible business conduct information
including as part of their responsibility to carry out due diligence. Some of this information
may also be material under paragraph 2. Responsible business conduct information
includes:a) value statements or statements of business conduct intended for public disclosure including,depending on its relevance for the enterprise’s activities, information on the enterprise’s
policies on responsible business conduct issues that articulate the enterprise’scommitments to the principles and standards contained in the relating to matters
covered by the Guidelines, and its plans for implementing due diligence;b) policies and other codes of conduct to which the enterprise subscribes, their date of adoption
and the countries and entities to which such statements apply, and information on
measures taken to embed policies on RBC issues into the enterprise’s management
and oversight bodies;c) the enterprise’s identified areas of significant impacts or risks, the adverse impacts
or risks identified, prioritised and assessed, as well as the prioritisation criteria; 18d) its performance in relation to these the statements and codes in paragraph 3(a) and thecodes in paragraph (b) including the actions taken to prevent or mitigate risks or
impacts identified in paragraph 3(c), including where possible estimated timelines
and benchmarks for improvement and their outcomes, including the enterprise’s
provision of or co-operation in any remediation;e) information on internal audit, risk management and legal compliance systems;f)information on relationships with workers and other stakeholders;g) Additional information in line with disclosure recommendations on RBC information
is provided in Chapters IV and VI.
4.

Enterprises should apply high quality standards for accounting, and financial as well as environmental
and social reporting where they exist, and refrain from publication of inaccurate or misleading
information. The standards or policies under which information is compiled and published should bereported. An annual audit should be conducted by an independent, competent and qualified auditor
in order to provide an external and objective assurance to the board and shareholders that allreported financial information fairly represents the financial position and performance of theenterprise in all material respects. In order to enhance the credibility of responsible businessconduct information, enterprises may seek external assurance or audit of such information.

Commentary on Disclosure
28. The purpose of this Chapter is to help build an environment of transparency and accountability
around the operations of multinational enterprises, thereby supporting financial stability,business integrity, and sustainable and inclusive economic growth. encourage improved
understanding of the operations of multinational enterprises. In order to help build such anenvironment, clear and complete information on enterprises is important to a variety of users ranging
from shareholders and the financial community to other constituencies such as workers, local
communities, special interest groups, governments and society at large. To improve public
understanding of enterprises and their interaction with society and the environment, enterprises
should be transparent in their operations and responsive to the public’s increasingly sophisticateddemands for information.
29. The information highlighted in this chapter addresses disclosure in two areas. The first set ofdisclosure recommendations is identical to disclosure items outlined in the G20/OECD
Principles of Corporate Governance [OECD/LEGAL/0413]. Their related annotations provide further
guidance and the recommendations in the Guidelines should be construed in relation to them. The
first set of disclosure recommendations focus mainly on publicly traded enterprises may besupplemented by a second set of disclosure recommendations which enterprises are encouraged tofollow and information which is considered material if it can reasonably be expected toinfluence an investor’s assessment of a company’s value, investment or voting decision. To
the extent that they are deemed applicable in light of the nature, size and location of enterprises
they should also be a useful tool to improve corporate governance in non- traded enterprises; forexample, privately held or State-owned enterprises. This first set of disclosure recommendations
calls for timely and accurate disclosure on all material matters regarding the corporation, including
the financial situation, performance, ownership and governance of the company. Companies arealso expected to disclose sufficient information on the remuneration of board members and key
executives (either individually or in the aggregate) for investors and, where relevant, otherstakeholders to properly assess the costs and benefits of remuneration plans and the contributionof incentive schemes, such as stock option schemes, to performance. Related party transactions andmaterial foreseeable risk factors are additional relevant information that should be disclosed, as wellas material issues regarding workers and other stakeholders.
30. The Guidelines include a second set of disclosure recommendations on responsible businessconduct information including the enterprise’s actual or potential adverse impacts on people,
the environment and society, and related due diligence processes, which may be material to 19
an investor’s decision making and which also may be relevant for a broader set ofstakeholders, including, workers, worker representatives, local communities and civil society,among others. Several jurisdictions allow or require the consideration of stakeholderinterests and many enterprises provide information on a broader set of topics than financial
performance, and consider disclosure of such information a method by through which they candemonstrate a commitment to and performance on sustainable business practices moregenerally. socially acceptable practices. In some cases, This second type of disclosure – orcommunication with the public and with other parties directly affected by the enterprise’s activities orbusiness relationships – may pertain to entities that extend beyond those covered in theenterprise’s financial accounts. For example, it may also cover information on the activities ofsubcontractors and suppliers or of joint venture partners. Disclosure recommendations are notexpected to place unreasonable administrative or cost burdens on enterprises. Nor are enterprises
expected to disclose information that may endanger their competitive position unless disclosure isnecessary to fully inform the investment decision and to avoid misleading the investor. In order todetermine what information should be disclosed at a minimum, the Guidelines use the concept ofmateriality. Material information can be defined as information whose omission or misstatement could
influence the economic decisions taken by users of information.
31. The two sets of disclosures in paragraph 2 and paragraph 3 are interrelated and some
information may be relevant for both. In order to determine what information should be disclosed
at a minimum under paragraph 2, the Guidelines use the concept of materiality. Information underparagraph 2, including related to RBC issues and due diligence, should be consideredmaterial if it can reasonably be expected to influence an investor’s assessment of acompany’s value, investment or voting decisions. The determination of which information ismaterial may vary over time, and according to the local context, company specificcircumstances and jurisdictional requirements. Some jurisdictions may also require or
recommend disclosing sustainability matters critical to a company’s key stakeholders or acompany’s influence on non-diversifiable risks. The Guidelines also generally note that
information should be prepared and disclosed in accordance with high quality standards ofaccounting and financial and non-financial disclosure. This significantly improves the ability ofinvestors to monitor the enterprise by providing increased reliability and comparability of reporting,and improved insight into its performance. The annual independent audit recommended by the
Guidelines should contribute to an improved control and compliance by the enterprise.
32. In relation to information disclosed under paragraph 2, sustainability risks that may not seemto be financially material but that are relevant to society may reasonably be expected to
become financially material for a company at some point.
33. Users of financial information and market participants need information on material risks that
may include: risks that are specific to the industry or the geographical areas in which thecompany operates; dependence on commodities and value chains; financial market risks
including interest rate or currency risk; risks related to derivatives and off-balance sheettransactions; business conduct risks; digital security risks; compliance risks; andresponsible business conduct risks, notably climate-related risks.
33. The Guidelines also encourage a second set of disclosure or communication practices in areas
where reporting standards are still evolving such as, for example, social, environmental and risk
reporting. This is particularly the case with greenhouse gas emissions, as the scope of their monitoringis expanding to cover direct and indirect, current and future, corporate and product emissions;biodiversity is another example. Many enterprises provide information on a broader set of topics thanfinancial performance and consider disclosure of such information a method by which they candemonstrate a commitment to socially acceptable practices. In some cases, this second type of
disclosure – or communication with the public and with other parties directly affected by the enterprise’s
activities – may pertain to entities that extend beyond those covered in the enterprise’s financial
accounts. For example, it may also cover information on the activities of subcontractors and suppliers
or of joint venture partners. This is particularly appropriate to monitor the transfer of environmentally
harmful activities to partners.
34. Disclosure recommendations are not expected to should not place unreasonable administrative or
cost burdens on enterprises. Nor are should enterprises be expected to disclose information that 20
may endanger their competitive position unless, disclosure is necessary to fully inform an investor’s
decisions and to avoid misleading the investor.
35. The Guidelines also generally note that information should be prepared and disclosed in accordancewith internationally recognised standards high quality standards related to accounting andfinancial and non-financial disclosure. This significantly improves the ability of investors to monitor
the enterprise by providing increased reliability and comparability of reporting, and improved insight
into its performance. The annual independent audit recommended by the Guidelines should
contribute to an improved control and compliance by the enterprise. In the context of disclosure,due diligence processes, as outlined in paragraph 3, can be a useful means by which
enterprises can ensure they are effectively identifying and communicating relevant RBC
information in a consistent and credible manner, including information which may bematerial. In this way due diligence can support enterprises in identifying material risks andimpacts, and enhance the relevance, quality and comparability of disclosures under bothparagraphs 2 and 3. Furthermore, due diligence processes can be a means of ensuringcredible reporting against enterprise goals and commitments for which clearly identifiable ormeasurable targets may not exist.
36. Many enterprises have adopted measures designed to help them comply with the law and standardsof business conduct, and to enhance the transparency of their operations. A growing number of firms
have issued voluntary codes of corporate conduct, which are expressions of commitments tointernational standards or ethical values in such areas as environment, including climatechange, human rights, labour standards, consumer protection, or taxation. Specialised
management systems have been or are being developed and continue to evolve with the aim ofhelping them respect these commitments – these involve information systems, operating procedures
and training requirements.
37. Enterprises may be required to report against broader disclosure standards mandated byregulatory or listing authorities and, where consistent with a jurisdiction’s legal anddisclosure requirements, should seek to adopt and align with emerging global best practiceand evolving disclosure standards, for example on climate and emissions. Enterprises arecooperating with NGOs and intergovernmental organisations in developing reporting standards thatenhance enterprises’ ability to communicate how their activities influence sustainable development
outcomes (for example, the International Sustainability Standards Board, and the Global
Reporting Initiative which has incorporated responsible business conduct information into its
Universal Standards).
38. Enterprises are encouraged to proactively communicate relevant RBC information, to provide
easy and economical access to published information and to consider making use of information
technologies to meet this goal. Information that is made available to users in home markets should
also be available to all interested users with consideration for accessibility. Enterprises shouldseek to ensure information is presented appropriately for different target audiences and may
take special steps to make information available to communities that do not have access to online
or printed media (for example, poorer remote or impoverished communities that are directly
affected by the enterprise’s activities).
39. Review of responsible business conduct information by an independent, competent andqualified entity in accordance with internationally recognized assurance standards cansubstantiate and enhance confidence in the information disclosed and contribute to higher
quality and more comparable reporting.

 21

Chapter IV. Human Rights
Targeted Updates to OECD Guidelines for Multinational Enterprises: Chapter IV. Human Rights(text to illustrate potential edits is in bold and italics for new text and strike-out for deleted text)

Full edited text of Chapter IV. Human Rights
States have the duty to protect human rights. Enterprises should, within the framework of internationallyrecognised human rights, the international human rights obligations of the countries in which they operate aswell as relevant domestic laws and regulations:
1. Respect human rights, which means they should avoid infringing on the human rights of others andshould address adverse human rights impacts with which they are involved.
2. Within the context of their own activities, avoid causing or contributing to adverse human rights
impacts and address such impacts when they occur.
3. Seek ways to prevent or mitigate adverse human rights impacts that are directly linked to theirbusiness operations, products or services by a business relationship, even if they do not contributeto those impacts.
4. Have a publicly available policy commitment to respect human rights.
5. Carry out human rights due diligence as appropriate to their size, the nature and context of operations
and the severity of the risks of adverse human rights impacts.
6. Provide for or co-operate through legitimate processes in the remediation of adverse human rights
impacts where they identify that they have caused or contributed to these impacts.
Commentary on Human Rights
36. This chapter opens with a chapeau that sets out the framework for the specific recommendations

concerning enterprises’ respect for human rights. It draws upon the United Nations Framework for
Business and Human Rights ‘Protect, Respect and Remedy’ and is in line with its implementing
document the Guiding Principles on Business and Human Rights for its implementation as wellas the ILO Tripartite Declaration of Principles concerning Multinational Enterprises andSocial Policy.

37. The chapeau and the first paragraph recognise that States have the duty to protect human rights,

and that enterprises, regardless of their size, sector, operational context, ownership andstructure, should respect human rights wherever they operate. Respect for human rights is theglobal standard of expected conduct for enterprises independently of States’ abilities and/or
willingness to fulfil their human rights obligations, and does not diminish those obligations.
38. A State’s failure either to enforce relevant domestic laws, or to implement international humanrights obligations or the fact that it may act contrary to such laws or international obligations does
not diminish the expectation that enterprises respect human rights. In countries where domestic
laws and regulations conflict with internationally recognised human rights, enterprises should seek
ways to honour them to the fullest extent which does not place them in violation of domestic law,consistent with paragraph 2 of the Chapter on Concepts and Principles.
39. In all cases and irrespective of the country or specific context of enterprises’ operations, reference

should be made at a minimum to the internationally recognised human rights expressed in theInternational Bill of Human Rights, consisting of the Universal Declaration of Human Rights andthe main instruments through which it has been codified: the International Covenant on Civil andPolitical Rights and the International Covenant on Economic, Social and Cultural Rights, and to 22
the principles concerning fundamental rights set out in the 1998 International Labour Organisation
Declaration on Fundamental Principles and Rights at Work.
40. Enterprises can have an impact on virtually the entire spectrum of internationally recognised

human rights. In practice, some human rights may be at greater risk than others in particularindustries or contexts, and therefore will be the focus of heightened attention. However, situations
may change, so all rights should be the subject of periodic review. Depending on circumstances,enterprises may need to consider additional standards. For instance, enterprises should respect
the human rights of individuals belonging to specific groups or populations that require particularattention, where they may have adverse human rights impacts on them. As needed, enterprises
should take additional steps to assess and address adverse impacts on individuals who
may be at heightened risk due to their membership in marginalised or vulnerable groups or
populations, including Indigenous Peoples. In this regard connection, United Nations
instruments have the United Nations has elaborated further on the rights of indigenous peoples;(UN Declaration on the Rights of Indigenous Peoples), persons belonging to national or ethnic,
religious and linguistic minorities; women; children; persons with disabilities; and migrant workers
and their families. Moreover, in situations of armed conflict enterprises should respect thestandards of international humanitarian law, which can help enterprises avoid the risks of causing
or contributing to adverse impacts when operating in such difficult environments.
41. In paragraph 1, addressing actual and potential adverse human rights impacts consists of taking

adequate measures for their identification, prevention, where possible, and mitigation of potential
human rights impacts, remediation of actual impacts, and accounting for how the adverse humanrights impacts are addressed. The term ‘infringing’ refers to adverse impacts that an enterprise
may have on the human rights of individuals.
42. Paragraph 2 recommends that enterprises avoid causing or contributing to adverse human rights

impacts through their own activities and address such impacts when they occur. ‘Activities’ caninclude both actions and omissions. Where an enterprise causes or may cause an adverse humanrights impact, it should take the necessary steps to cease or prevent the impact. Where an
enterprise contributes or may contribute to such an impact, it should take the necessary steps tocease or prevent its contribution and use its leverage to mitigate any remaining impact to thegreatest extent possible. Leverage is considered to exist where the enterprise has the ability toeffect change in the practices of an entity that cause adverse human rights impacts.
43. Paragraph 3 addresses more complex situations where an enterprise has not contributed to an

adverse human rights impact, but that impact is nevertheless directly linked to its operations,products or services by its business relationship with another entity. Paragraph 3 is not intended
to shift responsibility from the entity causing an adverse human rights impact to the enterprise withwhich it has a business relationship. Meeting the expectation in paragraph 3 would entail anenterprise, acting alone or in co-operation with other entities, as appropriate, to use its leverage toinfluence the entity causing the adverse human rights impact to prevent or mitigate that impact.
‘Business relationships’ include relationships with business partners, entities in its supply chain,
and any other non-State or State entity directly linked to its business operations, products orservices. Among the factors that will enter into the determination of the appropriate action in suchsituations are the enterprise’s leverage over the entity concerned, how crucial the relationship isto the enterprise, the severity of the impact, and whether terminating the relationship with the entity
itself would have adverse human rights impacts.
44. Paragraph 4 recommends that enterprises express their commitment to respect human rights

through a publicly available statement of policy that: (i) is approved at the most senior level of 23
the enterprise; (ii) is informed by relevant internal and/or external expertise; (iii) stipulate theenterprise’s human rights expectations of personnel, business partners and other parties directly
linked to its operations, products or services; (iv) is publicly available and communicatedinternally and externally to all personnel, business partners and other relevant parties; (v) isreflected in operational policies and procedures necessary to embed it throughout the enterprise.
45. Paragraph 5 recommends that enterprises carry out human rights due diligence. The process

entails assessing actual and potential human rights impacts, integrating and acting upon thefindings, tracking responses as well as communicating how impacts are addressed. Human rights
due diligence can be included within broader enterprise risk management systems provided that itgoes beyond simply identifying and managing material risks to the enterprise itself to include therisks to rights-holders. It is an on-going exercise, recognising that human rights risks may changeover time as the enterprise’s operations and operating context evolve. Complementary guidanceon due diligence, including in relation to supply chains, and appropriate responses to risks arisingin supply chains are provided under paragraphs A.10 to A.12 of the Chapter on General Policies
and their Commentaries. In addition, further guidance has been developed for specificsectors and risk issues as well as at a cross-sectoral level through the OECD Due Diligence
Guidance on Responsible Business Conduct. Conducting human rights due diligence may
involve considering distinct and intersecting risks including those related to individual
characteristics or belonging to vulnerable or marginalized groups. Considering ways tomaximise sustainable development outcomes for such groups may also be relevant in thisregard.
46. When enterprises identify through their human rights due diligence process or other means thatthey have caused or contributed to an adverse impact, the Guidelines recommend that enterprises
provide for or cooperate in their remediation through legitimate processes. Enterprises
should establish or participate in have processes in place to enable remediation. Somesituations require co- operation with judicial or State-based non-judicial mechanisms. In others,
operational-level grievance mechanisms for those potentially impacted by enterprises’ activities
can be an effective means of providing for such processes when they meet the core criteria of:legitimacy, accessibility, predictability, equitability, compatibility with the Guidelines andtransparency, and are based on dialogue and engagement with a view to seeking agreed solutions.
Such mechanisms can be administered by an enterprise alone or in collaboration with otherstakeholders and can be a source of continuous learning. Operational- level grievancemechanisms should not be used to undermine the role of trade unions in addressing labour-related
disputes, nor should such mechanisms preclude access to judicial or non-judicial grievancemechanisms, including the National Contact Points under the Guidelines.

 24

Chapter V. Employment and Industrial
RelationsTargeted Updates to OECD Guidelines for Multinational Enterprises: Chapter V. Employment andIndustrial Relations(text to illustrate potential edits is in bold and italics for new text and strike-out for deleted text)

Full edited text of Chapter V. Employment and Industrial Relations
Enterprises should within the framework of applicable law, regulations and prevailing labour relations andemployment practices and applicable international labour standards, avoiding any unlawful employment
and industrial relations practices, and in line with due diligence expectations described in Chapter II
and IV:

1.
a)

Respect the right of workers employed by the multinational enterprise to establish or jointrade unions and representative organisations of their own choosing, including by avoiding
interfering with workers’ choice to establish or join a trade union or representative
organisation of their own choosing.

b)

Respect the right of workers employed by the multinational enterprise to have trade unions
and representative organisations of their own choosing recognised for the purpose ofcollective bargaining, and engage in constructive negotiations, either individually or throughemployers' associations, with such representatives with a view to reaching agreements on
terms and conditions of employment.

c)Contribute to the effective abolition of child labour, and take immediate and effective
measures to secure the prohibition and elimination of the worst forms of child labour as amatter of urgency.

d)Contribute to the elimination of all forms of forced or compulsory labour and take adequate
steps immediate and effective measures to seek to secure the elimination of forced orcompulsory labour as a matter of urgency. not exist in their operationse)

Be guided throughout their operations by the principle of equality of opportunity and treatment
in employment and not discriminate against their workers with respect to employment or
occupation on such grounds as race, colour, sex, age, religion, political opinion, national
extraction or social origin, persons with disabilities or other status, unless selectivity
concerning worker characteristics furthers established governmental policies which
specifically promote greater equality of employment opportunity or relates to the inherent
requirements of a job.

f)Provide a safe and healthy working environment, recognising occupational safety andhealth as an ILO Fundamental Principle and Right at Work, including by preventing
accidents and injury to health arising out of, linked with or occurring in the course ofwork, by minimising, so far as is reasonably practicable, the causes of hazards
inherent in the working environment.

a)Provide such facilities to workers’ representatives as may be necessary to assist in thedevelopment of effective collective agreements.

b)

Provide information in a timely manner to workers’ representatives which is needed formeaningful negotiations on conditions of employment.

2.

 25
c)

3.

4.

Provide information to workers and their representatives which enables them to obtain a trueand fair view of the performance of the entity or, where appropriate, the enterprise as a whole.
Promote consultation and co-operation between employers and workers and theirrepresentatives through legitimate processes, structures or mechanisms on matters ofmutual concerna)Observe standards of employment, contractual arrangements and industrial relations not lessfavourable than those observed by comparable employers in the host country.

b)

When multinational enterprises operate in developing countries, where comparable employers
may not exist, provide the best possible wages, benefits and conditions of work, within theframework of government policies and applicable international standards. These should be
related to the economic position of the enterprise, but should be at least adequate to satisfy thebasic needs of the workers and their families.

c)

Take adequate steps to ensure occupational health and safety in their operations Maintainhighest standards of safety and health at work.

5. In their operations, to the greatest extent practicable, employ local workers and provide training with aview to improving skill levels, in co-operation with worker representatives and, where appropriate,
relevant governmental authorities.
6. In considering changes in their operations which would have major employment effects, in particular in
the case of the closure of an entity involving collective lay-offs or dismissals, provide reasonable noticeof such changes to representatives of the workers in their employment and their organisations, and,
where appropriate, to the relevant governmental authorities, and co-operate with the worker
representatives and appropriate governmental authorities so as to mitigate to the maximum extent
practicable adverse effects of such changes. In light of the specific circumstances of each case, it would
be appropriate if management were able to give such notice prior to the final decision being taken. Other
means may also be employed to provide meaningful co-operation to mitigate the effects of suchdecisions.
7. In the context of bona fide negotiations with workers’ representatives on conditions of employment, or
while workers are exercising a right to organise, not threaten to transfer the whole or part of an operating
unit from the country concerned nor transfer workers from the enterprise’s component entities in othercountries in order to influence unfairly those negotiations or to hinder the exercise of a right to organize
or bargain collectively.
8. Enable authorised representatives of the workers in their employment to negotiate on collective
bargaining or labour-management relations issues and allow the parties to consult on matters of mutual
concern with representatives of management who are authorised to take decisions on these matters.
Commentary on Employment and Industrial Relations

47. This chapter opens with a chapeau that includes a reference to “applicable” law and regulations, whichis meant to acknowledge the fact that multinational enterprises, while operating within the jurisdictionof particular countries, may be subject to national and international levels of regulation of employment
and industrial relations matters. The terms “prevailing labour relations” and “employment practices” aresufficiently broad to permit a variety of interpretations in light of different national circumstances – forexample, different bargaining options provided for workers under national laws and regulations.
48. The International Labour Organisation (ILO) is the competent body to set and deal with international
labour standards, and to promote fundamental rights at work as recognised in its 1998 Declaration
on Fundamental Principles and Rights at Work. The Guidelines, as a non- binding instrument, havea role to play in promoting observance of these standards and principles among multinational
enterprises. The provisions of the Guidelines chapter echo relevant provisions of the 1998
Declaration, as well as the 1977 ILO Tripartite Declaration of Principles concerning Multinational
Enterprises and Social Policy, last revised in 2006 (the ILO MNE Declaration). The ILO MNE
Declaration sets out principles in the fields of employment, training, working conditions, andindustrial relations, while the OECD Guidelines cover all major aspects of corporate behaviour. The 26
OECD Guidelines and the ILO MNE Declaration refer to the behaviour expected from enterprises
and are intended to parallel and not conflict with each other. The ILO MNE Declaration can therefore
be of use in understanding the Guidelines to the extent that it is of a greater degree of elaboration.
However, the responsibilities for the follow-up procedures under the ILO MNE Declaration and the
Guidelines are institutionally separate.

49. The terminology used in Chapter V is consistent with that used in the ILO MNE Declaration. It is
recognised that in the absence of an employment relationship, enterprises are nevertheless expectedto act in accordance with the risk-based due diligence and supply chain recommendations inparagraphs A.10 to A.13 of Chapter II on General Policies. This is especially relevant in sectors
where informality, short-term working arrangements, decent work deficits and digitaltransformation are common. The use of the terms “workers employed by a multinational enterprise”
and “workers in their employment” is intended to have the same meaning as in the ILO MNE
Declaration. These terms refer to workers who are “in an employment relationship with the multinational
enterprise”. Enterprises wishing to understand the scope of their responsibility under Chapter V willfind useful guidance for determining the existence of an employment relationship in the context of the
Guidelines in the non-exhaustive list of indicators set forth in ILO Recommendation 198 of 2006,
paragraphs 13 (a) and (b). In addition, it is recognised that working arrangements change and develop
over time and that enterprises are expected to structure their relationships with workers so as to avoid
supporting, encouraging or participating in disguised employment practices. A disguised employment
relationship occurs when an employer treats an individual as other than an employee in a manner thathides his or her true legal status.
50. These recommendations do not interfere with true civil and commercial relationships, but rather seek
to ensure that individuals in an employment relationship have the protection that is due to them in thecontext of the Guidelines. It is recognised that in the absence of an employment relationship,enterprises are nevertheless expected to act in accordance with the risk-based due diligence andsupply chain recommendations in paragraphs A.10 to A.13 of Chapter II on General Policies.
51. Paragraph 1 of this chapter is designed to echo all five fundamental principles and rights at work which
are contained in the ILO’s 1998 Declaration ILO Declaration on Fundamental Principles and Rights
at Work, namely the freedom of association and right to collective bargaining, the effective abolition ofchild labour, the elimination of all forms of forced or compulsory labour, non-discrimination in
employment and occupation, and a safe and healthy working environment. These principles andrights have been developed in the form of specific rights and obligations in ILO Conventions recognised
as fundamental.
52. Paragraph 1c) recommends that multinational enterprises contribute to the effective abolition of childlabour in the sense of the ILO 1998 Declaration on Fundamental Principles and Rights at Work andILO Convention 182 concerning the worst forms of child labour. Long-standing ILO instruments on childlabour are Convention 138 and Recommendation 146 (both adopted in 1973), concerning minimum
ages for employment, and ILO Convention 182 and Recommendation 190 concerning the worst
forms of child labour. Through their labour management practices, their creation of high-quality, wellpaid, decent jobs work and their contribution to economic growth, multinational enterprises can play apositive role in helping to address the root causes of poverty in general and of child labour in particular.
It is important to acknowledge and encourage the role of multinational enterprises in contributing to thesearch for a lasting solution to the problem of child labour. In this regard, raising the standards ofeducation of children living in host countries is especially noteworthy. As a best practice, enterprises
can seek input from survivors of forced and child labor, for example as experts and consultants,in their efforts to prevent forced and child labor.
53. Paragraph 1d) recommends that enterprises contribute to the elimination of all forms of forced andcompulsory labour, another principle derived from the 1998 ILO Declaration ILO Declaration on
Fundamental Principles and Rights at Work, and recognised as the human right to be free fromforced and compulsory labor in the International Covenant on Civil and Political Rights (ICCPR).
The reference to this core labour right is based on the ILO Conventions 29 of 1930 and its Protocolof 2014 and Convention 105 of 1957. Convention 29 requests that calls on governments to “suppress
the use of forced or compulsory labour in all its forms within the shortest possible period”, while
Convention 105 requests of them calls on governments to “suppress and not to make use of any formof forced or compulsory labour” for certain enumerated purposes (for example, as a means of political
coercion or labour discipline), and “to take effective measures to secure [its] immediate and complete
abolition”. At the same time, it is understood that the ILO is the competent body to deal with the difficult
issue of prison labour, in particular when it comes to the hiring-out of prisoners to (or their placing at 27
the disposal of) private individuals, companies or associations. Enterprises should take thenecessary steps to prevent human trafficking, including forced labour, and address coercive
means, including debt bondage. Enterprises should respond to indicators set out in the ILO
Indicators of Forced Labour and bolster transparency around actions taken to address risks offorced labor associated with their operations, products and services.

54. The reference to the principle of non-discrimination with respect to employment and occupation inparagraph 1e is considered to apply to such terms and conditions as hiring, job assignment, discharge,
pay and benefits, promotion, transfer or relocation, termination, training and retirement. The list of nonpermissible grounds for discrimination which is taken from ILO Convention 111 of 1958 ILO
Discrimination (Employment and Occupation) Convention 111 of 1958, ILO Convention 100 of
1951 the Maternity Protection Convention 183 of 2000, Employment (Disabled Persons) Convention
159 of 1983, the Older Workers Recommendation 162 of 1980 and the HIV and AIDS at Work
Recommendation 200 of 2010, considers that any distinction, exclusion or preference on these grounds
is in violation of the Conventions, Recommendations and Codes. The term “other status” for the
purposes of the Guidelines refers to trade union activity and personal characteristics such as age,disability, pregnancy, marital status, sexual orientation, or HIV status. Consistent with the provisions inparagraph 1e, enterprises are expected to promote equal opportunities for women and men all withspecial emphasis on equal criteria for selection, remuneration, and promotion, and equal application of
those criteria, and prevent discrimination or dismissals on the grounds of marriage, pregnancy or of
those workers with family responsibilities parenthood.
55. In paragraph 2c) of this chapter, information provided by companies to their workers and theirrepresentatives is expected to provide a “true and fair view” of performance. It relates to the following:
the structure of the enterprise, its economic and financial situation and prospects, its adverse
environmental health and safety impacts, employment trends, and expected substantial changes inoperations, taking into account legitimate requirements of business confidentiality. Considerations ofbusiness confidentiality may mean that information on certain points may not be provided, or may not
be provided without safeguards.
56. The reference to consultative forms of worker participation in paragraph 3 of the Chapter is taken fromILO Recommendation 94 of 1952 concerning Consultation and Co-operation between Employers andWorkers at the Level of the Undertaking. It also conforms to a provision contained in the ILO MNE
Declaration. Such consultative arrangements should not substitute for workers’ right to bargain overterms and conditions of employment. A recommendation on consultative arrangements with respect
to working arrangements is also part of paragraph 8.
57. In paragraph 4, employment and industrial relations standards are understood to include compensation
and working-time arrangements. The reference to occupational health and safety implies thatmultinational enterprises are expected to follow prevailing regulatory standards and industry norms tominimise the risk of accidents and injury to health arising out of, linked with, or occurring in, the courseof employment. This encourages enterprises to work to raise the level of performance with respect tooccupational health and safety in all parts of their operation even where this may not be formallyrequired by existing regulations in countries in which they operate. It also encourages enterprises torespect workers’ ability to remove themselves from a work situation when there is reasonable
justification to believe that it presents an imminent and serious risk to health or safety. Reflecting theirimportance and complementarities among related recommendations, health and safety concerns are
echoed elsewhere in the Guidelines, most notably in chapters on Consumer Interests and theEnvironment. The ILO Recommendation No. 194 of 2002 ILO List of Occupational Diseases
Recommendation (No. 194) provides an indicative list of occupational diseases as well as codes ofpractice and guides which can be taken into account by enterprises for implementing thisrecommendation of the Guidelines. Further guidance for enterprises on occupational health andsafety is available in Part IV (Action at the level of the undertakings) of ILO Convention 155(Occupational Safety and Health) and the Guidelines on occupational safety and healthmanagement systems, ILO-OSH 2001.
58. The recommendation in paragraph 5 of the chapter encourages MNEs to recruit an adequate workforce
share locally, including managerial personnel, and to provide training to them. Training for up-skilling
and re-skilling should anticipate future changes in operations and employer needs, including
those responding to societal, environmental technological changes, risks and opportunities
linked to automation, digitalization, just transition and sustainable development. Language inthis paragraph on training and skill levels complements the text in paragraph A.4 of the General Policies
chapter on encouraging human capital formation. The reference to local workers complements the text
encouraging local capacity building in paragraph A.3 of the General Policies chapter. In accordancewith the ILO Human Resources Development Recommendation 195 of 2004, enterprises are also 28
encouraged to invest, to the greatest extent practicable, in training and lifelong learning while ensuring
equal opportunities to training for women and other vulnerable groups, such as youth, low-skilled
people, people with disabilities, migrants, older workers, and indigenous peoples Indigenous Peoples.

59. Enterprises have an important role to play in promotion and creating decent work. Paragraph
6 recommends that enterprises provide reasonable notice to the representatives of workers andrelevant government authorities, of changes in their operations which would have major effects upon
the livelihood of their workers, in particular the closure of an entity or moves towards automation
involving collective or large scale layoffs or dismissals. As stated therein, the purpose of thisprovision is to afford an opportunity for co-operation to mitigate the effects of such changes. This is
an important principle that is widely reflected in the industrial relations laws and practices of adheringcountries, although the approaches taken to ensuring an opportunity for meaningful co-operation
are not identical in all adhering countries. The paragraph also notes that it would be appropriate if,
in light of specific circumstances, management were able to give such notice prior to the final
decision. Indeed, notice prior to the final decision is a feature of industrial relations laws andpractices in a number of adhering countries. However, it is not the only means to ensure an
opportunity for meaningful co-operation to mitigate the effects of such decisions, and the laws andpractices of other adhering countries provide for other means such as defined periods during which
consultations must be undertaken before decisions may be implemented.

 29

Chapter VI. Environment
Targeted Updates to OECD Guidelines for Multinational Enterprises: Chapter VI. Environment(text to illustrate potential edits is in bold and italics for new text and strike-out for deleted text)

Full edited text of Chapter VI. Environment
Enterprises can play a key role in advancing sustainable economies, and they should contribute todelivering an effective and progressive response to global, regional and local environmental
challenges. Enterprises should Wwithin the framework of laws, regulations and administrative practices in the
countries in which they operate, and in consideration of relevant international agreements, principles,
objectives, and standards, enterprises should carry out risk-based due diligence as described in Chapter
II, to identify, prevent and mitigate the adverse environmental, health and safety impacts of theiroperations, products and services, while take due account of the need to protect the environment, publichealth and safety, and generally to conduct their activities in a manner contributing to the wider goal ofsustainable development. Such impacts can include, among others:a) climate change;b) biodiversity loss;c) air, water and soil pollution;d) degradation of land, marine and freshwater ecosystems;e) deforestation;f) overconsumption of material, water, energy and other natural resources;g) harmful generation and mismanagement of waste, including hazardous substances;h) harm to animal welfare.
In particular, enterprises should:
1.

Establish and maintain a system of environmental management appropriate to the enterprise,
including by carrying out risk-based due diligence for adverse environmental, health andsafety impacts.

2.

(Originally part of paragraph 1) As part of their management of adverse environmental,
health and safety impacts, enterprises should:
collection and evaluate ion of adequate and timely information regarding the environmental, health,and safety impacts of their operations, products and services activities.

a)
b)

c)

establishment of measurable objectives, and, where appropriate, targets and strategies foraddressing known and reasonably foreseeable adverse impacts and strategies for mproving
ed environmental performance. and resource utilisation, including periodically reviewing thecontinuing relevance of these objectives; where appropriate, t Targets should be science-based,
informed by best practice and consistent with relevant national policies and international
environmental commitments and goals; and periodically review the continuing relevance of theseobjectives, targets and plans.
regularly verify the effectiveness and monitoring and verification of progress toward
environmental, health, and safety objectives and or targets.;d)contribute to environmental remediation as necessary to address adverse environmental
impacts the enterprise has caused or contributed to or use leverage to influence the entity
causing the adverse impact to remediate it.

3.

Assess and seek to address potential or actual adverse impacts to workers, communities,
or consumers resulting from their environmental management activities, including in
support of a just transition.

 30
4.

a)

(Originally paragraph 2) Taking into account concerns about cost and administrative burden,
business confidentiality, and the protection of intellectual property rights:
provide the public and workers with adequate, measurable and verifiable (where applicable) andtimely information on the actual and potential environmental, health and safety impacts of theactivities of the enterprise based on best available information, which could includinge reportingon progress in improving environmental performance; andb)engage in adequate and timely communication and meaningful engagement consultation withthe communities as well as other stakeholders directly affected and potentially affected by theenvironmental, health and safety impacts and policies of the enterprise and by theirimplementation.

5.

(Originally paragraph 3) Assess, and address in decision-making, the known or reasonably
foreseeable environmental, health, and safety impacts associated with of the processes, goods
operations, products and services of the enterprise over their full life cycle with a view to:a) avoiding or, when unavoidable, mitigating and where applicable, remediating them;b) enhancing positive effects, and;c) advancing sustainable production and consumption patterns notably including by
pursuing resource efficiency and contributing to a more circular economy among
other approaches.
Where these proposed activities may have significant adverse environment, health, or safety impacts,
and where they are subject to a decision of a competent authority, prepare an appropriate
environmental impact assessment.

6.

(Originally paragraph 4) Consistent with the scientific and technical understanding of the risks,
where there are threats of serious or irreversible damage to the environment, taking also into
account human health and safety, not use the lack of full scientific certainty or pathways as areason for postponing cost-effective measures to prevent or minimise such damage.

7.

(Originally paragraph 5) Maintain contingency plans for preventing, mitigating, and controlling
serious environmental and health damage from their operations, including accidents andemergencies; and mechanisms for immediate reporting to the competent authorities.

8.

(Originally paragraph 6) As part of environmental management, Ccontinually seek to improve
corporate environmental performance, at the level of the enterprise and, where appropriate, of its
supply chain entities with which it has a business relationship including by encouraging suchactivities as:a) Adopting ion of and using improved technologies and operating procedures in all parts ofan enterprise that reflect standards of concerning in terms of environmental performanceand where feasible best available technology in the best performing part of theenterprise;b) Developing ment and providing sion of products or services that have no undueenvironmental impacts; are safe in their intended use; reduce pollution, greenhouse gas
emissions and generation of waste, in particular hazardous waste; are produced in a
way that uses natural resources sustainably and minimises as far as possible thenecessary energy and material input; are efficient in their consumption of nature
resources; can be reused, recycled, or disposed of safely and in an environmentallysound manner;c) promoting higher levels of awareness among customers of the environmental implications ofusing the products and services of the enterprise, including, by providing relevant andaccurate information on their environmental, health and safety impacts products (forexample, on greenhouse gas emissions, biodiversity, resource efficiency, reparability andrecyclability of products or other environmental issues); andd) exploring and assessing ways of improving the environmental performance of the enterpriseover the longer term, for instance by developing strategies for emission reduction, efficient
resource utilisation and recycling, substitution or reduction of use of toxic substances, or
strategies on biodiversity in relation to the adverse environmental impacts enumerated
in paragraph 1;e) providing support, including capacity building on environmental management, to
suppliers and other business relationships, particularly SMEs, where appropriate andfeasible.

 31

9. (Originally paragraph 7) Provide adequate education and training to workers in environmental, healthand safety matters, including the handling on the management of hazardous and non-hazardous
materials and waste well as the prevention of environmental accidents, as well as more generalenvironmental management areas, such as environmental impact assessment procedures, public
relations, and environmental technologies.

10. (originally paragraph 8) Contribute to the development of environmentally responsible meaningful

and economically efficient public policy, for example, by means of partnerships or initiatives that will
enhance environmental awareness and protection.

Commentary on Environment:
60. Governments, business and consumers are jointly responsible for achieving environmental

objectives. The Guidelines set out expectations on how enterprises should manage actualand potential adverse environmental, health and safety impacts. This is based on the
Guidelines’ overall intention to contribute to responses to environmental challenges andinternational environmental commitments and goals, including in relation to climate change
mitigation and adaptation; the conservation restoration, and sustainable use of biodiversity
including ecosystems; the sustainable and efficient and lawful use of land, resources andenergy; sustainable consumption and production including through promotion of circular
economy approaches, and pollution prevention, reduction and control. International
commitments, multilateral agreements and other regulatory frameworks represent an
important benchmark for understanding environmental issues and expectations. The
chapeau paragraph of this chapter clarifies the link with Chapter II and specifies a nonexhaustive list of adverse environmental, health and safety impacts that may be associatedwith business activities. Carrying out risk-based due diligence within the scope of therecommendations in this chapter can help businesses identify and prioritise their mostsignificant adverse environmental impacts and also understand their relationship withother adverse impacts and objectives covered by these Guidelines. The text of theEnvironment Chapter broadly reflects the principles and objectives contained in the Rio
Declaration on Environment and Development, in Agenda 21 (within the Rio Declaration) and theUnited Nations 2030 Agenda for Sustainable Development. It is also takes into accountconsistent with the UN Framework Convention on Climate Change (UNFCCC), the Paris
Agreement, the Convention on Biological Diversity, Kunming-Montreal Global Biodiversity
Framework, (Aarhus) Convention on Access to Information, Public Participation in Decisionmaking, and Access to Justice in Environmental Matters, the UN Convention to Combat
Desertification, relevant regional environmental agreements, and reflects standards
contained in such instruments as the ISO Standard on Environmental Management Systems andOECD Strategic Approach to International Chemicals Management (SAICM).

61. In the context of these Guidelines, “environmental management” should be interpreted

in its broadest sense, embodying activities aimed at understanding environmental
impacts and risks, controlling known and reasonably foreseeable environmental impacts
related to an enterprise’s operations, products and services as well as taking into
consideration the enterprise’s share of cumulative impacts and continually seeking to
improve an enterprise’s environmental performance. Sound Environmental management is
an important part of sustainable development. Moreover, in the context of these Guidelines,“environmental management” should be interpreted in line with Paragraph 1 and include
carrying out risk based due diligence in line with the recommendations articulated in
Chapter II. Environmental management and is increasingly being seen as is both a business
responsibility and a business opportunity. Multinational enterprises have a role to play in bothrespects. Managers of these enterprises should therefore give appropriate attention toenvironmental issues within their business strategies. Improving environmental performancerequires a commitment to a systematic approach and to continual improvement of the system.
An environmental management system provides the internal framework necessary to integrate
environmental considerations into business operations. Having such a system in place should
help to assure shareholders, workers, employees and the community and other relevant
stakeholders that the enterprise is actively working to protect the environment, communities
and society from the impact of its activities. Environmental management can be linked withthe responsible governance of tenure of land, forests, and fisheries. As noted in the
Voluntary Guidelines on the Responsible Governance of Tenure, of Land, Fisheries andForests in the Context of National Food Security (VGGTs), (2012) the responsible
governance of tenure of lands, forests and fisheries can play a role in supporting 32
sustainable use of the environment. In this context, the VGGTs call for investments that
do no harm, and safeguard against dispossession of legitimate tenure right holders andenvironmental damage.
62. (new paragraph) The Guidelines recognise that many activities can entail impacts on theenvironment. For the purposes of the Guidelines adverse environmental impacts are
known or reasonably foreseeable changes in the physical environment or biota, resulting
from an enterprise’s activities, which have significant deleterious effects on thecomposition, resilience, or productivity of natural and managed ecosystems, or on theoperation of socio-economic systems or on human health and welfare. Adverse
environmental impacts should be assessed in light of best available science andbenchmarks or standards established in: national and sub-national environmental
regulatory frameworks; relevant multilateral agreements; international environmental
commitments or goals, such as those listed in paragraph 60 of this commentary; and,
where applicable, standards of environmental management such as ISO environmental
management standards, and further informed by best practice. Adverse environmental
impacts may be localised or transboundary in nature. They can also be cumulative andinterlinked. Most international environmental agreements generally reflect commitments
by States at a whole-of-economy level rather than specific standards for individual or
business and sectors. As such, it may be complex to identify and define to what extent
an enterprise may be causing, contributing to or directly linked to some adverse
environmental impacts. In such situations, whether an enterprise is causing,
contributing to or directly linked to an adverse environmental impact may be assessedon the basis of the quality of its environmental management practices, including its due
diligence in addition to its compliance with regulatory standards.
63. (new paragraph) Adverse environmental impacts, and associated environmental

management, can be closely interlinked with other matters covered by the Guidelines.
Notably the Paris Agreement preamble takes into account the imperatives of a justtransition and of the workforce and the creation of decent work and quality jobs inaccordance with nationally defined development priorities and acknowledges that when
taking action to address climate change Parties should respect, promote and consider
their respective obligations on human rights. Enterprises can contribute to a justtransition by understanding and responding to impacts on people associated with theirenvironmental management activities and objectives.
64. (originally paragraph 62) In addition to improving environmental performance, instituting anenvironmental management system can provide economic benefits to companies throughreduced operating and insurance costs, improved energy and resource conservation, reduced
compliance and liability charges, increased sustainability and resilience, improved accessto capital and skills, improved customer satisfaction, and improved community and public
relations

65. In the context of these Guidelines, “sound environmental management” should be interpreted

in its broadest sense, embodying activities aimed at controlling both direct and indirectenvironmental impacts of enterprise activities over the long-term, and involving both pollution
control and resource management elements.

66. In most enterprises, an internal control system is needed to manage the enterprise’s activities.

The environmental part of this system may include such elements as targets for improved
performance and regular monitoring of progress towards these targets.

67. (originally paragraph 65) Information Public disclosure regarding the activities ofenterprises and about their relationships, with sub-contractors and their suppliers associatedenvironmental, health and safety impacts is an important vehicle for building confidence withthe public. This vehicle is most effective when information is provided in a transparent manner
a component of due diligence and when it encourages active consultation may also be 33
required by local law. Furthermore, meaningful engagement with stakeholders such as
employees, customers, investors, suppliers, contractors, local communities, vulnerable or
marginalised groups, persons possessing special rights or legitimate tenure rights, andIndigenous Peoples, and with the public-at-large is important where they are or may beaffected by such impacts. so as to promote a climate of long-term trust and understanding on
environmental issues of mutual interest. Reporting and communication are particularly
appropriate where scarce or at-risk environmental assets are at stake either in a regional,
national or international context; reporting standards such as the Global Reporting Initiative andother environmental reporting standards provide useful references. [See also Chapter III
on Disclosure]
68. In providing accurate information on their products, enterprises have several options such as

voluntary labelling or certification schemes. In using these instruments enterprises should takedue account of their social and economic effects on developing countries and of existing
internationally recognised standards.
69. (originally paragraph 67) Normal business activity can involve the ex ante assessment of thepotential environmental impacts associated with the enterprise’s activities. Enterprises often
carry out appropriate environmental impact assessments, even if they are not required by law.
Environmental assessments made by the enterprise may contain a broad and forward- looking
view of the potential adverse environmental, health and safety impacts and of activities of
sub-contractors and suppliers and addressing relevant impacts and examining alternatives andmitigation measures to avoid or redress adverse impacts. The Guidelines also recognise thatmultinational enterprises have certain responsibilities in other parts of the product life cycle.
70. (New paragraph) Enterprises are encouraged to promote sustainable consumption andproduction patterns, including, through resource efficiency, the circular economy andother sustainable economic models. Through such practices enterprises cansignificantly reduce their adverse environmental impacts. Resource efficiency promotes
more efficient and more effective use of resources and materials, including throughenvironmentally sound raw material supply; the preferential use of renewable and highquality secondary raw material. Further, circular economy approaches could bepromoted, as appropriate, as one of the means available to achieve sustainable
development, according to national priorities and circumstances. As per resolution 2019
UNEP/EA.4/L.2 of the United Nations Environment Assembly, a more circular economy
can contribute significantly to sustainable consumption and production. The resolution
defines circular economy as a model in which products and materials are designed sothat they can be reused, remanufactured, recycled or recovered and therefore
maintained in the economy for as long as possible, along with the resources they are
made of, and the generation of waste, especially hazardous waste, is avoided orminimised, and greenhouse gas emissions are prevented and reduced.
71. (originally paragraph 68) Several instruments already adopted by countries adhering to the

Guidelines, including Principle 15 of the Rio Declaration on Environment and Development,
enunciate a “precautionary approach”. None of these instruments is explicitly addressed toenterprises, although enterprise contributions are implicit in all of them.

72. (originally paragraph 69) The basic premise of the Guidelines is that enterprises should act

as soon as possible, and in a proactive way, to avoid for instance, serious or irreversible
adverse environmental, damages resulting from their activities health and safety impacts.
However, the fact that the Guidelines are addressed to enterprises means that no existing
instrument is completely adequate for expressing this recommendation. The Guidelines
therefore draw upon, but do not completely mirror, any existing instrument.

 34
73. (originally paragraph 70) The Guidelines are not intended to reinterpret any existing

instruments or to create new commitments or precedents on the part of governments – they areintended only to recommend how the precautionary approach should be implemented at thelevel of enterprises. Given the early stage of this process, it is It is recognised that someflexibility is needed in the its application of this approach, based on the specific context inwhich it is carried out. It is also recognised that governments determine the basic framework inthis field in light of their capabilities, and have the responsibility to consult periodically withstakeholders on the most appropriate ways forward, ensuring transparency and a sciencebased approach.
74. (new paragraph) Although addressed to governments, the Paris Agreement and UNFCCC

are important references for enterprises in their efforts to contribute to climate mitigation
and adaptation. Enterprises play an important role in achieving the internationally agreed
goal of limiting global temperature rises to well below 2°C above pre-industrial levels
and pursuing efforts to limit the temperature increase to no more than 1.5°C above preindustrial levels. For the purposes of these Guidelines, in the context of climate change,
adverse impacts are understood as 1) emission of greenhouse gases or damage tocarbon sinks in a manner that is not consistent with internationally agreed global
temperature goals based on best available science including as assessed by theIntergovernmental Panel on Climate Change (IPCC) or 2) undermining climate resilience.
The concept of causing or contributing to adverse impacts associated with climatechange under the Guidelines is distinct from the extent to which direct or indirectemissions of an individual enterprise have a causal link to global temperature increases.
75. (new paragraph) Environmental management systems should include practical actions

to respond to the climate emergency. This includes the introduction and implementationof science-based policies and strategies on climate change mitigation and adaptationsuch as transition or decarbonisation plans. In this respect enterprises should adopt,
implement, monitor and report on short, medium and long-term mitigation targets. Theseshould be, based on best available science including as assessed by IPCC, and take into
account scope 1, 2, and, to the extent possible based on best available information,scope 3 GHG emissions. It will be important to report against, review and update targets
regularly in relation to their adequacy and relevance, based on the latest available
scientific evidence and as different national or industry specific transition pathways aredeveloped and updated. Enterprises should follow a mitigation hierarchy that prioritizes
eliminating or reducing sources of emissions over offsetting, compensation, or
neutralization measures. Carbon credits, or offsets may be considered as a means toaddress unabated emissions as a last resort. They should not draw attention away fromthe need to reduce emissions or lock-in greenhouse gas intensive processes andinfrastructures. Enterprises should report publicly any use of any carbon credits oroffsets, including the purpose of use. Such reporting should be distinct from andcomplementary to reporting on emissions reduction.

76. (new paragraph) The use of leverage and provision of technology on mutually acceptableterms, technical assistance and funding to suppliers and other business relationships
for climate mitigation and adaptation efforts will be crucial for meeting targets andaddressing impacts. The incorporation of responsibility for climate objectives across all
relevant corporate functions including the highest governance level of an enterprise will
also be important.

77. (new paragraph) Enterprises should avoid activities which undermine climate resilienceand can in turn adversely impact health and livelihoods of communities, workers andecosystems.

 35
78. (new paragraph) The conservation of biodiversity and sustainable management and useof natural resources and ecosystems, including, for example, forests, oceans, peatlands
and wetlands, is highly important to human health and livelihoods, species survival aswell as managing climate change. Enterprises should contribute to the conservation of
biological diversity, habitats and ecosystems, the sustainable use of their components,
and the fair and equitable sharing of the benefits arising out of the utilisation of genetic
resources. Enterprises should also avoid and address marine, freshwater, land andforest degradation, including deforestation, in line with objectives of UN SDGs, notably
15.2, the UN Strategic Plan for Forests 2017–2030 and the 2021 Glasgow Leaders’
Declaration on Forests and Land Use which seek to halt and reverse forest loss and landdegradation by 2030. Efforts should include the avoidance of adverse impacts on
biodiversity and ecosystems in national parks, reserves and other protected areas,
including UNESCO World Heritage sites, areas protected in fulfilment of the Convention
on Biological Diversity, and as defined in domestic law, as well as on protected species.
Where appropriate, and according to their own capacities and domestic laws where they
operate, enterprises should also contribute to sustainable land and forest management,
including restoration, afforestation, reforestation and the reduction of marine, freshwaterand land degradation. Enterprises’ efforts to prevent or mitigate adverse impacts on
biodiversity should be guided by the biodiversity mitigation hierarchy, which
recommends first seeking to avoid damage to biodiversity, reducing or minimising it
where avoidance is not possible, and using offsets as a last resort for adverse impacts
that cannot be avoided, mitigated or reduced.
79. (originally paragraph 71) The Guidelines also encourage enterprises to work to raise the levelof environmental performance in all parts of their operations, even where this may not be
formally required by existing practice in the countries in which they operate. In this regard,
enterprises should take due account of their social and economic effects on developing
countries.

80. (originally paragraph 72) For example, multinational enterprises often have access to existingand innovative technologies or operating procedures which could, if applied, help raise
environmental performance overall. Multinational enterprises are frequently regarded as
leaders in their respective fields, so the potential for a “demonstration effect” on otherenterprises should not be overlooked. Ensuring that the environment of the countries in which
multinational enterprises operate also benefit from available and innovative technologies andpractices is an important way of building support for international investment activities moregenerally.
81. (originally paragraph 73) Enterprises have an important role to play in the training andeducation of their employees and other stakeholders with regard to environmental
management matters. They are encouraged to discharge this responsibility in as broad amanner as possible, especially in areas directly related to human health and safety. Enterprises
should also communicate their policies, requirements and standards in a clear andaccessible way to their suppliers and other business relationships.
82. (new paragraph) Enterprises should respect domestic laws and regulations pertaining

to animal welfare and animal welfare standards that are generally consistent with theWorld Organisation for Animal Health (WOAH) Terrestrial Code where their activities
involve the handling of animals. Good animal welfare requires disease prevention andappropriate veterinary treatment, shelter, management and nutrition, humane handlingincluding transport and humane slaughter or killing.

 36

 37

Chapter VII. Combating Bribery and Other
Forms of Corruption
Targeted Updates to OECD Guidelines for Multinational Enterprises: Chapter VII. Combating
Bribery, Bribe Solicitation and Extortion(text to illustrate potential edits is in bold, italics for new text and strike-out for deleted text)

Full edited text of Chapter VII. Combating Bribery, Bribe Solicitation and Extortion
Chapter VII. Combating Bribery, Bribe Solicitation and other forms of Extortion Corruption
Enterprises should not engage in any act of bribery or other forms of corruption. Enterprises should
not, for example, directly or indirectly, offer, promise, give, or demand a bribe or other undue advantage toobtain or retain business or other improper advantage. Enterprises should also resist the solicitation of bribesand extortion. Enterprises should carry out risk-based due diligence as described in Chapter II and inaccordance with applicable laws to identify, prevent, and mitigate actual and potential adverse
impacts related to corruption and account for how these impacts are addressed. In particular,
enterprises should:

1.

Not engage in any act of corruption, including the offering, promisinge or givinge of any
undue pecuniary or other advantage to public officials or the employees of persons or entities
with which an enterprise has a business relationship partners or to their relatives or
associates. Likewise, enterprises should not request, agree to or accept any undue pecuniaryor other advantage from public officials or the employees of persons or entities with which
an enterprise has a business relationship partners. Enterprises should not use third parties
or other intermediaries, including, inter alia, agents and other intermediaries, consultants,
representatives, distributors, consortia, contractors and suppliers and joint venture partners forchannelling undue pecuniary or other advantages to public officials, or to employees of theirpersons or entities with which an enterprise has a business relationship partners or to theirrelatives or business associates.

2.

Develop and adopt adequate internal controls, ethics and compliance programmes or measuresfor preventing and detecting bribery and other forms of corruption, developed on the basisof a risk-based assessment addressing the individual circumstances of an enterprise, inparticular the bribery risks facing the enterprise risk factors related to bribery and otherforms of corruption (including, inter alia, its geographical and industrial sector of operation,other responsible business conduct issues, the regulatory environment, the type ofbusiness relationships, transactions with foreign governments, and use of third parties).
These internal controls, ethics and compliance programmes or measures should include asystem of financial and accounting procedures, including a system of internal controls,
reasonably designed to ensure the maintenance of fair and accurate books, conflict of interest
registers, records, and accounts, to ensure that they cannot be used for the purpose ofengaging in bribing or hiding bribery or other acts of corruption. Such individual
circumstances and bribery risks should be regularly monitored and re-assessed as necessary
to determine the allocation of compliance resources and to ensure the enterprise’s internal
controls, ethics and compliance programme or measures are adapted and continue to beeffective, and to mitigate the risk of enterprises becoming involved complicit in bribery, bribe
solicitation and extortion or all other forms of corruption. These internal controls, ethics
and compliance programmes or measures for preventing and detecting all forms ofcorruption should also include carrying out risk-based due diligence as described in
Chapter II.

3.

Prohibit or discourage, in internal company controls, ethics and compliance programmes ormeasures, the use of small facilitation payments, which are generally illegal in the countries
where they are made, and, when such payments are made, accurately record these in books
and financial records.

 38

4.

Ensure, taking into account the particular bribery risks facing the enterprise related to bribery
and other forms of corruption, properly documented due diligence pertaining to the hiring, as
well as the appropriate and regular oversight of agents, and that remuneration of agents isappropriate and for legitimate services only. Where relevant, an updated list of agents engaged
in connection with transactions with public bodies and State-owned enterprises should be kept
and made available to competent authorities, in accordance with applicable public disclosure
requirements.

5. Enhance the transparency of their activities in the fight against bribery and other forms ofcorruption and foster a culture of integrity, bribe solicitation and extortion. Measures could
include (i) strong, explicit and visible support and commitment from the board of
directors or equivalent governing body and senior management to the enterprise’s
internal controls, ethics and compliance programmes, making public commitments against(ii) a clearly articulated and visible corporate policy prohibiting bribery and other formsof corruption, easily accessible to all employees and relevant third parties, including,inter alia, foreign subsidiaries, agents, and other intermediaries bribery, bribe solicitationand extortion, and (iii) disclosing the management systems and the internal controls, ethics andcompliance programmes or measures adopted by enterprises in order to honour thesecommitments. Enterprises should also foster openness and dialogue with the public so as topromote its awareness of and cooperation with in the fight against bribery, bribe solicitation andextortion other forms of corruption. Enterprises are encouraged to disclose, without
prejudice to national laws and requirements, any misconduct related to bribery and otherforms of corruption, as well as the measures adopted to address cases of suspected
bribery and other forms of corruption. These measures may include, but are not limited
to, processes for identifying, investigating, and reporting the misconduct and genuinely
and proactively engaging with law enforcement authorities.
6. Promote employee awareness of and compliance with company enterprise policies and internal
controls, ethics and compliance programmes or measures against bribery and other forms ofcorruption, bribe solicitation and extortion among employees and persons or entities linked
by business relationships, including suppliers and sub-contractors, through appropriate
dissemination of such policies, programmes or measures and through training programmes anddisciplinary procedures.
7. Not make illegal contributions to candidates for public office or to political parties or to otherpolitical organisations linked to political parties or political candidates. Political contributions
should fully comply with national laws including public disclosure requirements and should bereported to senior management. This includes not obliging nor providing any incentives toworkers to support a political candidate or a political organisation.
Commentary on Combating Bribery and Other Forms of Corruption
74. Where corruption occurs, adverse social, ecological, and economic impacts often ensue,

and vice versa, such adverse impacts are often concealed through means of corruption. As
such, an enterprise’s implementation of effective anticorruption measures is an important
contribution to the avoidance of adverse impacts covered by the Guidelines.

75. Corruption includes, but is not limited to, the bribery of public officials or the employees of

persons or entities linked by business relationships. It may also encompass trading in
influence, embezzlement and misuse of sponsorships and charitable donations. Bribery andCcorruption isare damaging to democratic institutions and the governance of corporations. They It
discourages investment and distorts international competitive conditions. Beyond the economic
impact, corruption can have harmful effects, including, inter alia, enabling human rights
abuses, lack of enforcement of environmental standards and labour rights, or provision of
sub-standard goods. In particular, the diversion of funds through corrupt practices undermines
attempts by citizens to achieve higher levels of economic, social and environmental welfare and it
impedes efforts to reduce poverty. Corruption disproportionately affects those belonging tomarginalised or vulnerable groups or populations and can exacerbate gender inequalities.
Enterprises have an important role to play in combating these practices by taking into accountoverlapping forms of structural discrimination related to ethnicity, race, sex, and sexual 39
orientation, among other factors, when setting up controls, ethics and complianceprogrammes.
76. Propriety, integrity and transparency in both the public and private domains are key concepts inthe fight against bribery and other forms of corruption, bribe solicitation and extortion. The
business community, non-governmental organisations, governments and inter-governmentalorganisations have should all co-operated to strengthen public support for anticorruption
measures and to enhance transparency and public awareness of the problems of corruption andbribery, including by promoting a culture of whistleblowing when misconduct occurs. The
adoption of appropriate corporate governance practices is also an essential element in fostering aculture of ethics within enterprises.

77. The Convention on Combating Bribery of Foreign Public Officials in International BusinessTransactions (the OECD Anti-Bribery Convention) entered into force on 15 February 1999. The
OECD Anti-Bribery Convention, along with the 2009 Recommendation for Further Combating
Bribery of Foreign Public Officials in International Business Transactions (the 2009 Anti-Bribery
Recommendation), the 2009 Recommendation on Tax Measures for Further Combating Bribery ofForeign Public Officials in International Business Transactions, and the 2006 Recommendation on
Bribery and Officially Supported Export Credits and the Recommendation on Guidelines on
Anti-Corruption and Integrity in State-Owned Enterprises, are the core OECD instruments
which target governance and integrity in State-Owned Enterprises. They aim to eliminate the“supply” of bribes to foreign public officials, with each country taking responsibility for the activities
of its enterprises and what happens within its own jurisdiction. A programme of rigorous andsystematic monitoring of countries’ implementation of the OECD Anti-Bribery Convention has been
established to promote the full implementation of these instruments.

Footnote: For the purposes of the OECD Anti-Bribery Convention, the offence of foreign bribery a “bribe”
is defined as the “…offer[ing], promis[ing]e, or giv[ing]e of any undue pecuniary or other advantage,
whether directly or through intermediaries, to a foreign public official, for that official or for a third party, inorder that the official act or refrain from acting in relation to the performance of official duties, in order toobtain or retain business or other improper advantage in the conduct of international business”. The
Commentaries to the OECD Anti-Bribery Convention (paragraph 9) clarify that “small ‘facilitation’ payments
do not constitute payments made ‘to obtain or retain business or other improper advantage’ within themeaning of paragraph 1 and, accordingly, are also not an offence. Such payments, which, in some countries,
are made to induce public officials to perform their functions, such as issuing licenses or permits, aregenerally illegal in the foreign country concerned. Other countries can and should address this corrosive
phenomenon by such means as support for programmes of good governance. The Anti-Bribery
Recommendation (Section XIV.i) recommends that governments “undertake to periodically review
their policies and approach on small facilitation payments in order to effectively combat thephenomenon”.
78. The 2009 Anti-Bribery Recommendation recommends in particular that governments encourage

their enterprises to develop and adopt adequate internal controls, ethics and complianceprogrammes or measures for the purpose of preventing and detecting foreign bribery, taking into
account the Good Practice Guidance on Internal Controls, Ethics and Compliance, included as
Annex II to the 2009 Anti-Bribery Recommendation. This Good Practice Guidance is addressed toenterprises, including state-owned enterprises, as well as business organisations andprofessional associations, and highlights good practices for ensuring the effectiveness of theirinternal controls, ethics and compliance programmes or measures to prevent and detect foreign
bribery, including protections for reporting persons. It is flexible, and is intended to beadapted by enterprises, in particular small and medium sized enterprises, according to theirindividual circumstances, including their size, type, legal structure, and geographical andindustrial sector of operation, as well as the jurisdictional and other basic legal principles
under which they operate. In addition, for the purposes of these Guidelines internal
controls, ethics and compliance programmes or measures related to corruption should also
include carrying out risk-based due diligence in line with the recommendations articulated
in Chapter II.

79. Collective action and meaningful engagement with local and international Private sector andcivil society organisations, business, professional associations, and internationalorganisations initiatives also may help enterprises to better design and implement effective
enterprise anti-bribery corruption policies.

 40
80. The United Nations Convention against Corruption (UNCAC), which entered into force on 14

December 2005, sets out a broad range of standards, measures and rules to fight corruption. Under
the UNCAC, States Parties are required to prohibit their officials from receiving bribes and theirenterprises from bribing domestic public officials, as well as foreign public officials and officials of
public international organisations, and to consider disallowing private to private bribery. The
UNCAC and the OECD Anti-Bribery Convention are mutually supporting and complementary.

81. To address the demand side of bribery, good governance practices are important elements toprevent enterprises from being asked solicited to pay bribes. Enterprises can support collective
action initiatives on resisting bribe solicitation and extortion. Both home and host governments
should assist enterprises confronted with solicitation of bribes or other forms of corruption andwith extortion, raise awareness and provide training among relevant public officials, and,
where appropriate, undertake coordinated actions to address the solicitation andacceptance of bribes. The Good Practice Guidance on Specific Articles of the Convention in
Annex II of the 2009 Anti-Bribery Recommendation states that the OECD Anti-Bribery Convention
should be implemented in such a way that it does not provide a defence or exception where theforeign public official solicits a bribe. Furthermore, the UNCAC requires the criminalisation of bribe
solicitation by domestic public officials.

 41

Chapter VIII. Consumer Interests
Targeted Updates to OECD Guidelines for Multinational Enterprises: Chapter VIII. Consumer
Interests(text to illustrate potential edits is in bold, italics for new text and strike-out for deleted text)

Full edited text of Chapter VIII. Consumer Interests
Chapter VIII. Consumer Interests
When dealing with consumers, enterprises should act in accordance with fair business, marketing andadvertising practices and should take all reasonable steps to ensure the quality and reliability of thegoods and services that they provide. In particular, they should:

1.

2.

Ensure that the goods and services they provide meet all agreed or legally required standards
for consumer health and safety, including those pertaining to health warnings and safety
information, and do not pose an unreasonable risk to the health or safety of consumers
in foreseeable use or foreseeable improper use or misuse.
Provide accurate, verifiable and clear information that is sufficient to enable consumers to makeinformed decisions, including information on the prices and, where appropriate, content, safe
use, environmental attributes, maintenance, storage, and disposal of goods and services andrelevant ecommerce disclosures such as privacy issues; and information about available
dispute resolution and redress options. The information should be presented in acomprehensible and easily accessible manner using plain language, while also
regarding the needs of accessibility for consumers with disabilities. Where feasible thisinformation should be provided in a manner that facilitates consumers’ ability to compare
products.

3.

Provide consumers with access to fair, easy to use, timely and effective non-judicial dispute
resolution and redress mechanisms, without unnecessary cost or burden.

4.

Not make representations or omissions, nor engage in any other practices that are deceptive,
misleading, fraudulent or unfair or that otherwise subvert consumer choice in ways that
harm consumers or competition.

5.

Support efforts to promote consumer education in areas that relate to their business activities,
with the aim of, inter alia, improving the ability of consumers to: i) make informed decisions
involving complex goods, services and markets, ii) better understand the economic,
environmental and social impact of their decisions and iii) support sustainable consumption.

6.

Respect Protect consumer privacy by ensuring that enterprise practices relating to thecollection and use of consumer data are lawful, transparent and fair, enable consumer
participation and choice and take all reasonable necessary measures to ensure the securityof personal data that they collect, store, process or disseminate.

7.

Co-operate fully with public authorities to prevent and combat abusive or deceptive marketing
practices (including misleading advertising, and commercial fraud) and to diminish or prevent
serious threats to public health and safety or to the environment deriving from the consumption,use or disposal of their goods and services.

8.

Take into consideration, in applying the above principles, i) the needs of vulnerable anddisadvantaged consumers especially those who may be experiencing vulnerability or
disadvantage and ii) the specific challenges that e-commerce may pose for consumers.

 42Commentary
81. The chapter on consumer interests of the OECD Guidelines for Multinational Enterprises draws
on the work of the OECD Committee on Consumer Policy and the Committee on Financial
Markets, OECD standards including the OECD Recommendation of the Council on HighLevel Principles on Financial Consumer Protection [OECD/LEGAL/0394], the OECD
Recommendation of the Council on Consumer Protection in the field of Consumer Credit[OECD/LEGAL/0453], the OECD Recommendation of the Council on Financial Literacy[OECD/LEGAL/0461], the OECD Recommendation of the Council on Consumer
Protection in E-commerce [OECD/LEGAL/0422] and the OECD Recommendation of theCouncil on Consumer Product Safety [OECD/LEGAL/0459], as well as the work of otherinternational organisations, including the International Chamber of Commerce, the International
Organization for Standardization and the United Nations, including the UN Environment
Programme (i.e., the UN Guidelines on Consumer Policy, as expanded in 1999) and relevant
instruments, including the Advertising and Marketing Communications Code for global
advertising and responsible marketing, International Chamber of Commerce (2018).
82. The chapter recognises that consumer satisfaction and related interests constitute a
fundamental basis for the successful operation of enterprises. It also recognises that consumer
markets for goods and services have undergone major transformation over time. Regulatory
reform, more open global markets, the development of new technologies which havetransformed digital and financial services and the growth in consumer services have been
key agents of change, providing consumers with greater choice and the other benefits which
derive from more open competition. At the same time, the pace of change and increased
complexity of many markets have generally made it more difficult for consumers to compare
and assess goods and services. Moreover, consumer demographics have also changed overtime. Children are becoming increasingly significant forces in the market, as are the growing
number of older adults. While consumers are better educated overall, many still lack thearithmetic and literacy skills that are required in today’s more complex, information-intensive
marketplace. Further, many consumers are increasingly interested in knowing the position andactivities of enterprises on a broad range of economic, social and environmental issues, and intaking these into account when choosing goods and services.

 43
83. The chapeau calls on enterprises to apply fair business, marketing and advertising practices andto ensure the quality and reliability of the products that they provide. These principles, it is noted,
apply to both goods and services.
84. Paragraph 1 underscores the importance for enterprises to adhere to required health and safety
standards and the importance for them to provide consumers with adequate health and safety
information on their products.
85. Paragraph 2 concerns information disclosure. It calls for enterprises to provide information which
is sufficient for consumers to make informed decisions. The way information is provided in the
online area should be tailored and adapted to the consumer’s means of access. This would
include information on the financial risks associated with products, where relevant. Furthermore,in some instances enterprises are legally required to provide information in a manner that enables
consumers to make direct comparisons of goods and services (for example, unit pricing). In theabsence of direct legislation, enterprises are encouraged to present information, when dealing
with consumers, in a way that facilitates comparisons of goods and services and enables
consumers to easily determine what the total cost of a product will be. It should be noted thatwhat is considered to be “sufficient” can change over time and enterprises should be responsive
to these changes. Any product and environmental or social claims that enterprises make should
be based on adequate evidence and, as applicable, proper tests and verification. Claims may
apply both to the way a product or service was produced and to the attributes of the
product or service itself. Given consumers’ growing interest in environmental and social issues
and sustainable consumption, information should be provided, as appropriate, on theenvironmental or social attributes of products and services. This could include information on
the energy efficiency and the degree of recyclability, durability, and reparability of products
and, the sustainability attributes of financial products and services or, for example, in thecase of food products, information on agricultural practices or nutritional attributes.
86. Business conduct is increasingly considered by consumers when making their purchasing
decisions. Enterprises are therefore encouraged to make information available on initiatives they
have taken to integrate social and environmental concerns into their business operations and tootherwise support sustainable consumption. Chapter III of the Guidelines on Disclosure is
relevant in this regard. Enterprises are there encouraged to communicate value statements orstatements of business conduct to the public, including information on the social, ethical andenvironmental policies of the enterprise and other codes of conduct to which the company
subscribes. Enterprises are encouraged to make this information available in plain language andin a format that is appealing to consumers. Enterprises should also assure the accuracy of
any claim regarding environmental or social performance. Growth in the number ofenterprises reporting in these areas and targeting information to consumers would be welcome.
87. Paragraph 3 reflects language that is used in the 2007 Council Recommendation on Consumer
Dispute Resolution and Redress. The Recommendation establishes a framework for developing
effective approaches to address consumer complaints, including a series of actions that industry
can take in this respect. It is noted that the mechanisms that many enterprises have established
to resolve consumer disputes have helped increase consumer confidence and consumer
satisfaction. These mechanisms can provide more practicable solutions to complaints than legal
actions, which can be expensive, difficult and time consuming for all the parties involved. For
these non-judicial mechanisms to be effective, however, consumers need to be made aware of
their existence and would benefit from guidance on how to file complaints, especially when claims
involve cross-border or multi- dimensional transactions.
88. Paragraph 4 concerns deceptive, misleading, fraudulent and other unfair commercial practices.
Such practices can distort markets, at the expense of both consumers and responsible
enterprises and should be avoided.
89. Paragraph 5 concerns consumer education, which has taken on greater importance with thegrowing complexity of many markets and products. Governments, consumer organisations andmany enterprises have recognised that this is a shared responsibility and that they can play
important roles in this regard. The difficulties that consumers have experienced in evaluatingcomplex products in financial and other areas have underscored the importance for stakeholders
to work together to promote education aimed at improving consumer decision-making.

 44
90. Paragraph 6 concerns personal data. The increasing collection and use of personal data byenterprises can pose great risks to the privacy of consumers and their well-being., fuelledin part by the Internet and technological advances, has highlighted the importance of protecting
The protection of personal data of consumers, including data security against consumer
privacy violations, including security breaches is therefore of great importance.
91. Paragraph 7 underscores the importance of enterprises to work with public authorities to help
prevent and combat deceptive marketing practices more effectively. Co-operation is also called
for to diminish or prevent threats risks to public health and safety and to the environment. This
includes threats risks associated with the disposal of goods, as well as their consumption anduse. This reflects recognition of the importance of considering the entire life-cycle of products
and managing risks to the safety of products throughout their lifetime, in particular at thedesign, manufacture, distribution, use and disposal stages.
92. Paragraph 8 calls on enterprises to take the situations of vulnerable and disadvantaged
consumers into account when they market goods and services. Disadvantaged or vulnerable
consumers refer to particular consumers or categories of consumers, who because of personal
characteristics or circumstances (like age, mental or physical capacity, education, income,language or remote location) may meet particular difficulties in operating in today’s informationintensive, globalised markets. The paragraph also highlights the growing importance of mobile
and other forms of e-commerce in global markets. The benefits that such commerce provides are
significant and growing. But there are also risks for consumer harm. Governments have spentconsiderable time examining ways to ensure that consumers are afforded transparent andeffective protection that is not less in the case of e- commerce than the level of protection affordedin more traditional forms of commerce. It is therefore important that enterprises take steps toreduce the risks of e-commerce so that the level of protection is not less than thatprovided in more traditional forms of commerce.

 45

Chapter IX. Science and, Technology andInnovation
Targeted Updates to OECD Guidelines for Multinational Enterprises: Chapter IX. Science,
Technology and Innovation(text to illustrate potential edits is in bold, italics for new text and strike-out for deleted text)

Full edited text of Chapter IX. Science and Technology
Enterprises should, as appropriate, contribute to the development of local and national innovative
capacity. Enterprises should carry out due diligence to ensure that the development,
financing, sale, licensing, trade and use of technology, including gathering and using data,
as well as scientific research and innovation, is done in a way that is consistent with the
Guidelines as well as with applicable national laws and requirements, including privacy anddata protection requirements and export control regulations. In particular, enterprises
should:Enterprises should:
1. Endeavour to ensure that their activities are compatible with the science and technology (S&T)
policies and plans of the countries in which they operate and as appropriate contribute to thedevelopment of local and national innovative capacity.
(New paragraph) Carry out risk-based due diligence, as described in Chapter II in thecontext of development, financing, licensing, sale, trade and/or use of technology,
including with respect to gathering and using data, end-use, as well as in the context ofscientific research and innovation.
Adopt, where practicable in the course of their business activities, practices that permit the enable
the voluntary, safe, secure and efficient transfer and rapid diffusion of technology and knowhow on mutually agreed terms, as well as enhance access to and sharing of data to foster
scientific discovery and innovations with due regard to the protection of intellectual property
rights, confidentiality obligations and privacy, personal data protection and nondiscrimination principles.
When appropriate, perform science and technology development work activities in host countries
to address local market needs, as well as employ host country personnel in an S&T capacity
science and technology development activities, and encourage their training, taking into
account integrity and commercial needs.
4.

When granting licenses for the use of intellectual property rights or when otherwise voluntarilytransferring technology, do so on reasonable mutually agreed terms and conditions, withappropriate safeguards to prevent and mitigate adverse impacts, and in a manner that
contributes to the long term sustainable development prospects of the host country andrespects export control regulations.

5.

Where relevant to commercial objectives, develop ties with local universities higher education
institutions, public research institutions and participate in co-operative research projects withlocal industry or industry associations, including SMEs and civil society organisations. Suchcooperation should take into account effective risk management, ethical considerations,
national security concerns, applicable laws and considerations of stakeholders, while 46
recognising the value of open science and safeguards to preserve academic freedom
and research and scientific autonomy.
6.

(New paragraph) When collecting, sharing and using data, enhance transparency of data
access and sharing arrangements, and encourage the adoption of responsible data
governance practices throughout the data value cycle that meet technical,
organisational, and legal standards and obligations that are applicable, recognised or
widely accepted among governments adhering to the Guidelines, including codes ofconduct, ethical principles, rules regarding manipulation and coercion of consumers,
and privacy and data protection regulation.

7.

(New paragraph) Enterprises should support, as appropriate to their circumstances,
cooperative efforts in the appropriate fora to promote Internet Freedom, including
through respect of the freedoms of expression, peaceful assembly and association
online, consistent with the matters covered by the Guidelines.
Commentary on Science, Technology and Innovation

93. (New paragraph) The development, licensing, sale, trade and use of technology has a
profound impact on the matters covered by the Guidelines, including sustainable
development, human rights, economic participation, the quality of democracy, social
cohesion, climate change, the global business and labour landscape and market
dynamics. Scientific research and technological innovation has driven productivity in all
sectors, as well as the ability of enterprises to conduct due diligence and contribute tosustainable development, but can also be associated with challenges and adverse
impacts. The chapeau of this chapter extends expectations of the Guidelines to actualand potential adverse impacts related to science, technology and innovation.
94. (New paragraph) Science is understood here as including, among other issues, researchand exploration. Technology is understood here to include digital technology, nondigital technology, and digital services, as well as digital ecosystems that facilitate theirdevelopment and use. Innovation is understood here as a new or improved product orprocess that has been made available to potential users or brought into use by theenterprise.
95. (New paragraph) Given the evolving nature of this topic and the fact that it touches on
many issues, the scope of this chapter is meant to be broad and inclusive to ensure its
continued relevance in relation to risks associated with future science, technology andinnovation developments.
96. (Originally paragraph 93). In a knowledge-based and globalised economy where national
borders matter less, even for small or domestically oriented enterprises, the ability toaccess and utilise technology, data and know-how is essential for improving enterprise
performance. Such access is also important for the realisation of the economy-wide
effects of technological progress, including productivity growth and job creation, within
the context of sustainable development. Multinational enterprises are the main an
important conduit of technology transfer across borders. They can contribute to thenational innovative capacity of their host countries by generating, diffusing, and evenenabling the use of new technologies by domestic enterprises and institutions. R&D
activities of MNEs and investments in new technologies, when well connected to thenational innovation system, can help enhance the economic and social progress in their
host countries. In turn, the development of a dynamic innovation system in the hostcountry expands commercial opportunities for MNEs.
97. (Originally paragraph 94). The chapter thus aims to promote the diffusion by multinational
enterprises of the fruits of research and development activities among the countries where they
operate, contributing thereby to the innovative capacities of host countries, within the limits
imposed by economic feasibility, competitiveness concerns, and in line with privacy, dataprotection, security, intellectual property protection and confidentiality obligations, In
this regard, fostering technology diffusion can include the commercialisation of products and 47
services which imbed new technoloiesgy, licensing of process innovations, hiring and training
of S&T personnel and development of R&D co-operative ventures. The chapter thus aims topromote the diffusion by multinational enterprises of the fruits of research and development
activities among the countries where they operate, contributing thereby to the innovative
capacities of host countries, within the limits imposed by economic feasibility, competitivenessconcerns, and in line with privacy, data protection, security, intellectual property
protection and confidentiality obligations. In this regard, fostering technology diffusion can
include the commercialisation of products and services which imbed new technoloiesgy,
licensing of process innovations, hiring and training of S&T personnel and development of R&D
co-operative ventures. When selling or licensing technoloiesgy, not only should the terms andconditions negotiated be reasonable mutually agreed, but MNEs may want to should
consider the long-term developmental, environmental and societal impacts of technology forthe home and host country. In their activities, multinational enterprises can establish andimprove the innovative capacity of their international subsidiaries, and subcontractors, andother entities with which they have business relationships. In addition, MNEs can callattention to the importance of local scientific and technological infrastructure, both physical andinstitutional. In this regard, MNEs can usefully contribute to the formulation by host country
governments of policy frameworks conducive to the development of dynamic innovation
systems.
98. Data is understood here and in relevant OECD Recommendations to refer to recorded
information in structured or unstructured formats, including text, images, sound, andvideo. Data-driven innovation and data-intensive science hold immense promise toaddress grand societal challenges. Open science initiatives and access to data has had
far-reaching effects on the reproducibility of scientific results, diffusion of knowledge
across society, cross-disciplinary co-operation, resource efficiency, productivity andcompetitiveness. Data flows across borders are critical to support internationalcommerce, information and knowledge exchange to bridge digital divides and to support
sustainable development. Paragraph 2 reinforces these benefits, but also acknowledges
risks of data theft and privacy impacts. Enterprises in the data ecosystem, including dataholders, data producers, and data intermediaries, as defined in the OECD
Recommendation of the Council on Enhancing Access to and Sharing of Data
[OECD/LEGAL/0463], are encouraged to consider recommendations on responsible data
access, sharing and use as outlined in the said Recommendation, which seeks to ensure
implementation of risk management measures throughout the data value cycle,
including measures necessary to protect the confidentiality, integrity, security andavailability of data, particularly in the context of managing biological data such as DNA,and when disclosing data to law enforcement and other government agencies.
99. In paragraph 4, the expectations on enterprises are meant to be proportional to avoid
terms and conditions which result in unintended consequences. Certain actors can alsoseek to benefit from technology transfer in order to misuse civilian technology.
100. Due diligence in context of downstream business relationships in the technology sector
is subject torelevant considerations outlined in Chapter II. Thus, when selling, licensing
or exporting technology that presents known or foreseeable circumstance related to theuse of the product or service provided in accordance with its intended purpose, or underconditions of reasonably foreseeable improper use or misuse, which may give rise to
adverse impacts, enterprises should conduct risk-based due diligence in determining
whether to proceed with the sale, with due regard for export control requirements, andseek to prevent and mitigate potential adverse impacts to the extent possible.
Enterprises should also consider OECD Recommendations described in the following
paragraphs that have been developed to mitigate against technology specific risks.
101. Enterprises involved in the development of new technology or new applications ofexisting tools should anticipate to the extent feasible and, as appropriate, address
ethical, legal and social challenges raised by novel technology while promoting
responsible innovation and engaging in dialogue and information sharing with local
regulatory authorities. In addition to and as support in the implementation of therecommendations of the Guidelines, enterprises are encouraged to consider available
guidance on the innovation process, including but not limited to the OECD
Recommendation of the Council on Artificial Intelligence [OECD/LEGAL/0449] and theOECD Recommendation of the Council on Responsible Innovation in Neurotechnology[OECD/LEGAL/0457].

 48
102.In all activities concerning children and youth participation in, or engagement with thedigital environment, enterprises should take into account, as appropriate, the child’sbest interests as a primary consideration and in their due diligence identify how therights of children and youth can be respected and the well-being of children and youth
can be protected in the digital environment, and take appropriate measures to do so
consistent with the OECD Recommendation of the Council on Children in the Digital
Environment [OECD/LEGAL/0389] and the OECD Guidelines for Digital Service
Providers.
103.Digital security is a shared responsibility across all stakeholders, including businesses,
customers and governments. Digital security incidents, such as unauthorised access tosystems or software, compromised accounts, loss or theft of data, or interference withIT resources, can harm businesses, governments and individuals by undermining theavailability, integrity and/or confidentiality of their data, information systems andnetworks. Enterprises should conduct digital security risk management in a manner thatis consistent with the other chapters of the Guidelines. Privacy-by-design principles, useof strong encryption, permission and access management protocols, and other bestpractices can reduce threats and mitigate harm. Enterprises should also take into
account the guidance set out in the OECD Recommendation of the Council on Digital
Security Risk Management for Economic and Social Prosperity [OECD/LEGAL/0415], theOECD Recommendation of the Council on Enhancing Access to and Sharing of Data
[OECD/LEGAL/0463], and the OECD Recommendation of the Council concerning
Guidelines Governing the Protection of Privacy and Transborder Flows of Personal Data
[OECD/LEGAL/0188].
104. Paragraph 7 is without prejudice to positions held by governments in the area of electroniccommerce at the World Trade Organisation (WTO). It is not intended to disregard otherimportant public policy interests which may relate to the use of the internet which would need
to be taken into account.**Some countries have referred to the 2005 Tunis Agenda for the Information Society in thisregard.

 49

Chapter X. Competition
Targeted Updates to OECD Guidelines for Multinational Enterprises: Chapter X. Competition(text to illustrate potential edits is in bold, italics for new text and strike-out for deleted text)

Full edited text of Chapter X. Competition
Chapter X. Competition
Enterprises should:

1.

Carry out their activities in a manner consistent with all applicable competition laws and regulations,taking into account the competition laws of all jurisdictions in which the activities may have anticompetitive effects.

2.

Refrain from entering into or carrying out anti-competitive agreements among competitors,
including agreements to:fix prices;
make rigged bids (collusive tenders);
establish output restrictions or quotas; orshare or divide markets by allocating customers, suppliers, territories or lines of commerce.

a)
b)
c)
d)
3.

Co-operate with investigating competition authorities by, among other things and subject toapplicable law and appropriate safeguards, providing responses as promptly and completely aspracticable to requests for information, and considering the use of available instruments, suchas waivers of confidentiality where appropriate, to promote effective and efficient co-operation
among investigating authorities.

4.

Regularly promote employee awareness of the importance of compliance with all applicablecompetition laws and regulations, and, in particular, train senior management of the enterprisein relation to competition issues.
Commentary on Competition

95. These recommendations emphasise the importance of competition laws and regulations to theefficient operation of both domestic and international markets and reaffirm the importance ofcompliance with those laws and regulations by domestic and multinational enterprises. They alsoseek to ensure that all enterprises are aware of developments concerning the scope, remedies andsanctions of competition laws and the extent of co-operation among competition authorities.
Enterprises should take into account applicable competition laws and regulations whenengaging in collaborative initiatives related to RBC or due diligence. The term “competition”
law is used to refer to laws, including both “antitrust” and “antimonopoly” laws, that variously
prohibit: a) anti-competitive agreements; b) the abuse of market power or of dominance; c) the
acquisition of market power or dominance by means other than efficient performance; or d) the
substantial lessening of competition or the significant impeding of effective competition throughmergers or acquisitions.
96. In general, competition laws and policies prohibit: a) hard core cartels; b) other anti-competitive
agreements; c) anti-competitive conduct that exploits or extends market dominance or market
power; and d) anti- competitive mergers and acquisitions. Under the 1998 Recommendation of theOECD Council Concerning Effective Action Against Hard Core Cartels, C(98)35/FINAL, theanticompetitive agreements referred to in sub a) constitute hard core cartels, but the
Recommendation incorporates differences in member countries’ laws, including differences in the
laws’ exemptions or provisions allowing for an exception or authorisation for activity that mightotherwise be prohibited. The recommendations in these Guidelines do not suggest that enterprises
should forego availing themselves of such legally available exemptions or provisions. The
categories sub b) and c) are more general because the effects of other kinds of agreements and of 50
unilateral conduct are more ambiguous, and there is less consensus on what should be consideredanti-competitive.

97. The goal of competition policy is to contribute to overall welfare and economic growth by promoting
market conditions in which the nature, quality, and price of goods and services are determined bycompetitive market forces. In addition to benefiting consumers and a jurisdiction’s economy as awhole, such a competitive environment rewards enterprises that respond efficiently to consumer
demand. Enterprises can contribute to this process by providing information and advice when
governments are considering laws and policies that might reduce efficiency or otherwise reducethe competitiveness of markets.
98. Enterprises should be aware that competition laws continue to be enacted, and that it is increasingly
common for those laws to prohibit anti-competitive activities that occur abroad if they have a harmful
impact on domestic consumers. Moreover, cross-border trade and investment makes it more likelythat anti-competitive conduct taking place in one jurisdiction will have harmful effects in otherjurisdictions. Enterprises should therefore take into account both the law of the country in which
they are operating and the laws of all countries in which the effects of their conduct are likely to befelt.
99. Finally, enterprises should recognise that competition authorities are engaging in more and deeper
co-operation in investigating and challenging anti-competitive activity. See generally: OECD
instruments on competition policy including the OECD Recommendation of the Council
Concerning International Co-operation on Competition Investigations and Proceedings[OECD/LEGAL/0408] and the OECD Recommendation of the Council on Fighting Bid Rigging
in Public Procurement [OECD/LEGAL/0396]. Recommendation of the Council Concerning Cooperation between Member Countries on Anticompetitive Practices Affecting International Trade,C(95)130/FINAL; Recommendation of the Council on Merger Review, C(2005)34. When thecompetition authorities of various jurisdictions are reviewing the same conduct, enterprises’
facilitation of co-operation among the authorities promotes consistent and sound decision-making
and competitive remedies while also permitting cost savings for governments and enterprises.
100. While in many cases enterprises can collaborate on RBC initiatives and due diligence efforts
without breaching competition law, enterprises and the collaborative initiatives in which
they are involved should take proactive steps to understand competition law issues in theirjurisdiction and avoid activities which could represent a breach of competition law.
101. Enterprises are subject to competition law when buying labour input from workers in asimilar way as when buying other goods and services. Severe sanctions may be applied in
the case of collusion between employers on salaries (wage-fixing) and hiring practices(such as no-poach and no-hiring agreements). Enterprises should therefore ensure they
comply with competition law in their recruitment and employment policies, and whenplanning mergers and acquisitions.

 51

Chapter XI Taxation.

Targeted Updates to OECD Guidelines for Multinational Enterprises: Chapter XI. Taxation(text to illustrate potential edits is in bold, italics for new text and strike-out for deleted text)

Full edited text of Chapter XI. Taxation
Chapter XI. Taxation
1. It is important that enterprises contribute to the public finances of host countries by making timely
payment of their tax liabilities. In particular, enterprises should comply with both the letter and spiritof the tax laws and regulations of the countries in which they operate. Complying with the spirit of
the law means discerning and following the intention of the legislature. It does not require an
enterprise to make payment in excess of the amount legally required pursuant to such aninterpretation. Tax compliance includes such measures as providing to the relevant authorities
timely information that is relevant or required by law for purposes of the correct determination oftaxes to be assessed in connection with their operations and conforming transfer pricing practices
to the arm’s length principle.
2.

Enterprises should treat tax governance and tax compliance as important elements of theiroversight and broader risk management systems. In particular, corporate boards should adopt tax
risk management strategies to ensure that the financial, regulatory and reputational risks
associated with taxation are fully identified and evaluated.

Commentary on Taxation
102. Corporate citizenship in the area of taxation implies that enterprises should comply with both theletter and the spirit of the tax laws and regulations in all countries in which they operate, co-operatewith authorities and make information that is relevant or required by law available to them. An enterprisecomplies with the spirit of the tax laws and regulations if it takes reasonable steps to determine theintention of the legislature and interprets those tax rules consistent with that intention in light of thestatutory language and relevant, contemporaneous legislative history. Transactions should not be
structured in a way that will have tax results that are inconsistent with the underlying economic
consequences of the transaction unless there exists specific legislation designed to give that result. In
this case, the enterprise should reasonably believe that the transaction is structured in a way thatgives a tax result for the enterprise which is not contrary to the intentions of the legislature.
103. Tax compliance also entails co-operation with tax authorities and provision of the information theyrequire to ensure an effective and equitable application of the tax laws. Such co-operation should
include responding in a timely and complete manner to requests for information made by a competentauthority pursuant to the provisions of a tax treaty or exchange of information agreement. However,this commitment to provide information is not without limitation. In particular, the Guidelines make alink between the information that should be provided and its relevance to the enforcement of applicable
tax laws. This recognises the need to balance the burden on business in complying with applicable tax
laws and the need for tax authorities to have the complete, timely and accurate information to enable
them to enforce their tax laws.
104. Enterprises’ commitments to co-operation, transparency and tax compliance should be reflectedin risk management systems, structures and policies. In the case of enterprises having a corporate
legal form, corporate boards are in a position to oversee tax risk in a number of ways. For example,
corporate boards should proactively develop appropriate tax policy principles, as well as establish
internal tax control systems so that the actions of management are consistent with the views of theboard with regard to tax risk. The board should be informed about all potentially material tax risks andresponsibility should be assigned for performing internal tax control functions and reporting to theboard. A comprehensive risk management strategy that includes tax will allow the enterprise to not only
act as a good corporate citizen but also to effectively manage tax risk, which can serve to avoid major
financial, regulatory and reputation risk for an enterprise.
105. Tax transparency supports the integrity of a country’s tax system and is an important wayof ensuring and demonstrating that enterprises comply with the letter and spirit of tax laws. A 52
member of a multinational enterprise group in one country may have extensive economic relationships
with members of the same multinational enterprise group in other countries. Such relationships may
affect the tax liability of each of the parties. Accordingly, tax authorities may need information fromoutside their jurisdiction in order to be able to evaluate those relationships and determine the tax liabilityof the member of the MNE group in their jurisdiction. Again, the information to be provided is limited tothat which is relevant to or required by law for the proposed evaluation of those economic relationships
for the purpose of determining the correct tax liability of the member of the MNE group. MNEs should
co-operate in providing that information. A number of actions of the OECD/G20 Inclusive
Framework on Base Erosion and Profit Shifting (BEPS) project are aimed at improving
transparency, such as the preparation and exchange of Country-by-Country Reports (BEPS
Action 13), the compulsory spontaneous exchange of relevant information on taxpayer-specificrulings (BEPS Action 5), and the mandatory disclosure rules regarding aggressive tax planningschemes (BEPS Action 12).
106. Transfer pricing is a particularly important issue for corporate citizenship and taxation. The
dramatic increase in global trade and cross-border direct investment (and the important role played insuch trade and investment by multinational enterprises) means that transfer pricing is a significant
determinant of the tax liabilities of members of a multinational enterprise group because it materiallyinfluences the division of the tax base between countries in which the multinational enterprise operates.
The arm’s length principle which is included in both the OECD Model Tax Convention and the UN
Model Double Taxation Convention between Developed and Developing Countries, is theinternationally accepted standard for adjusting the profits between associated enterprises. Applicationof the arm’s length principle avoids inappropriate shifting of profits or losses and minimises risks ofdouble taxation. Its proper application requires multinational enterprises to co-operate with tax
authorities and to furnish all information that is relevant or required by law regarding the selection of
the transfer pricing method adopted for the international transactions undertaken by them and theirrelated party. It is recognised that determining whether transfer pricing adequately reflects the arm’s
length standard (or principle) is often difficult both for multinational enterprises and for tax
administrations and that its application is not an exact science.
107. The Committee on Fiscal Affairs of the OECD undertakes ongoing work to develop
recommendations for ensuring that transfer pricing reflects the arm’s length principle. Its work resulted
in the publication in 1995 of the OECD Transfer Pricing Guidelines for Multinational Enterprises andTax Administrations (OECD Transfer Pricing Guidelines) which was the subject of the
Recommendation of the OECD Council on the Determination of Transfer Pricing between AssociatedEnterprises (members of an MNE group would normally fall within the definition of AssociatedEnterprises). The OECD Transfer Pricing Guidelines and that Council Recommendation are updated
on an ongoing basis to reflect changes in the global economy and experiences of tax administrations
and taxpayers dealing with transfer pricing. Importantly, the Council Recommendation was revisedin 2017 to reflect the endorsement by the Council of the BEPS package, to strengthen theimpact and relevance of the Transfer Pricing Guidelines outside OECD Membership, and toprovide greater clarity and legal certainty to governments and taxpayers on the status of
future revisions to the Transfer Pricing Guidelines by supporting their timely
implementation. The arm’s length principle as it applies to the attribution of profits of permanentestablishments for the purposes of the determination of a host State’s taxing rights under a tax treaty
was the subject of an OECD Council Recommendation adopted in 2008.
108. The OECD Transfer Pricing Guidelines focus on the application of the arm’s length principle toevaluate the transfer pricing of associated enterprises. The OECD Transfer Pricing Guidelines aim to
help tax administrations (of both OECD member countries and non-member countries) andmultinational enterprises by indicating mutually satisfactory solutions to transfer pricing cases, thereby
minimising conflict among tax administrations and between tax administrations and multinational
enterprises and avoiding costly litigation. Multinational enterprises are encouraged to follow theguidance in the OECD Transfer Pricing Guidelines, as amended revised and supplemented7, in orderto ensure that their transfer prices reflect the arm’s length principle.
109. The coherence and consistency of the international tax architecture that applies tomultinational enterprise groups was more broadly reinforced through the OECD/G20 BEPS
Project. Notably the Multilateral Convention to Implement Tax Treaty Related Measures toPrevent Base Erosion and Profit Shifting [OECD/LEGAL/0432] facilitates implementation of anumber of measures to tackle tax avoidance and to improve the coherence of international tax
rules, including minimum standards for the avoidance of treaty abuse and for the improvementof dispute resolution. The success of this system is premised on a network of positive
relationships, co-operation and reciprocity.

 53Footnote 7:
One non-OECD adhering country, Brazil, does not apply the OECD Transfer Pricing Guidelines in its jurisdiction andaccordingly the use of the guidance in those Guidelines by multinational enterprises for the purposes of determining taxable
income from their multinational enterprises’ operations in this country does not apply in the light of the tax obligations
currently set out in the legislation of this country. One other non-OECD adhering country, Argentina, points out that the OECD
Transfer Pricing Guidelines are not compulsory in its jurisdiction.

 54Part II. Targeted Updates to the
Implementation Procedures of
the OECD Guidelines forMultinational Enterprises
This section reproduces the Implementation Procedures, namely the Council Decision and Procedural Guidance[OECD/LEGAL/0307] as well as the Commentary thereto and sets out annotated draft targeted updates in manual trackchanges with proposed deleted text in strikethrough.

Decision of the Council on theOECD Guidelines for Multinational
Enterprises[Preamble to be updated]

I. [National Contact Points]
1. Adhering countries shall set up National Contact Points to further the effectiveness of the
Guidelines by undertaking promotional activities, handling enquiries and contributing to theresolution of issues that arise relating to the implementation of the Guidelines in specific instances,taking account of. National Contact Points shall have the following responsibilities:ab

Promote awareness and uptake of the Guidelines, including by responding toenquiries;
Contribute to the resolution of issues that arise in relation to the implementation of
the Guidelines in specific instances.

In addition, where appropriate and in coordination with relevant government agencies, NCPs
may also provide support to efforts by their government to develop, implement, and foster
coherence, of policies to promote RBC.
The business community, worker organisations, other non-governmental organisations and otherinterested parties shall be informed of the availability of such facilities National Contact Points.
2. National Contact Points in different countries shall co-operate, if such need arises, on any matter
related to the Guidelines relevant to their activities. As a general procedure, discussions at thenational level should be initiated before contacts with other National Contact Points are undertaken.
3. National Contact Points shall meet regularly to share experiences and report to the Investment
Committee.
4. Adhering countries shall make available human and financial resources to their National Contact
Points so that they can effectively fulfil their responsibilities, taking into account internal budget
priorities capacity and practices.
5. Adhering countries shall undertake periodic peer reviews of their NCPs, subject tomodalities adopted by the WPRBC.

II. The Investment Committee and the Working Party for Responsible Business Conduct
1. The Investment Committee (“the Committee”) shall oversee the implementation of the
Declaration on International Investment and Multinational Enterprises. The WPRBC shallassist the Committee in implementing section I of the Declaration with respect to its
responsibilities in relation to the Guidelines. shall periodically or at the request of an adheringcountry hold exchanges of views on matters covered by the Guidelines and the experience gainedin their application.
2. The Committee shall periodically or at the request of an adhering country hold exchangesof views on matters covered by the Guidelines and the experience gained in their application.
The Committee shall periodically invite the Business and Industry Advisory Committee to the OECD
(Business at OECD (BIAC), the Trade Union Advisory Committee to the OECD (TUAC) (the“advisory bodies”), and OECD Watch, as well as other international partners to express their views
on matters covered by the Guidelines. In addition, exchanges of views with them on these matters
may be held at their request.
3. The Committee shall engage with non-adhering countries on matters covered by the Guidelines
in order to promote responsible business conduct worldwide in accordance with the Guidelines andto create a level playing field. It shall also strive to co-operate with non-adhering countries that havea special interest in the Guidelines and in promoting their principles and standards.

4. The Committee shall be responsible for clarification of the Guidelines. Parties involved in a specificinstance that gave rise to a request for clarification will shall be given the opportunity to express
their views either orally or in writing. The Committee shall not reach conclusions on the conduct ofindividual enterprises.
5. The Committee shall hold exchanges of views on the activities of National Contact Points with aview to enhancing the effectiveness of the Guidelines and fostering functional equivalence of
National Contact Points.
6. In fulfilling its responsibilities for the effective functioning of the Guidelines, the Committee shalltake due account of the attached procedural guidance.
7. The Committee shall periodically report to the Council on matters covered by the Guidelines. In its
reports, the Committee shall take account of reports by National Contact Points and the views
expressed by the advisory bodies (BIAC and TUAC), OECD Watch, other international partners andnon-adhering countries as appropriate.
8. The Committee shall, in co-operation with National Contact Points, pursue a proactive agendathat proactively promotes the effective observance by enterprises of the principles and standards
contained in the Guidelines. It shall, in particular, seek opportunities to collaborate with the advisory
bodies (BIAC and TUAC), OECD Watch, other international partners and other stakeholders in orderto encourage the positive contributions that multinational enterprises can make, in the context of the
Guidelines, to economic, environmental and social progress with a view to achieving sustainable
development, and to help them identify and respond to risks of adverse impacts associated withparticular products, regions, sectors or industries.

III. Implementation and Review of the Decision
1. The Procedures attached to this Decision set out expectations, recommendations andguidance applicable to adhering countries, NCPs, the Committee, and the WPRBC in theimplementation of this decision.

2. This Decision shall be periodically reviewed. The Committee shall make proposals for thispurpose, and the WPRBC may develop and submit such proposals to the Committee.

Proceduresal Guidance

I. National Contact Points
The role of National Contact Points (NCPs) is to further the effectiveness of the Guidelines.
NCPs will operate in a manner that is: accordance with core criteria of
1. visibilitye,
2. accessibilityle,
3. transparencyt, and
4. accountabilityle,
5. impartial and equitable,
6. predictable, and
7. compatible with the Guidelines.
These principles together comprise the core effectiveness criteria of NCPs. NCPs, each inlight of their particular circumstances, will pursue functional equivalence, meaning that all
NCPs function with an equivalent degree of effectiveness, through achieving the coreeffectiveness criteria. to further the objective of functional equivalence

A. Institutional Arrangements
Consistent with the objective of functional equivalence and furthering the effectiveness of the
Guidelines and of NCPs, adhering countries have flexibility in organising their NCPs to meet theeffectiveness criteria. In determining the institutional arrangements of their NCP,
Governments will seeking the active support of social partners, and other stakeholders including
the business community, worker organisations, other non- governmental organisations, and otherinterested parties, as well as other relevant Government agencies.
Accordingly, the National Contact Points:
1. Will be composed, and organised and sufficiently resourced such that they provide aneffective basis for dealing with the broad range of issues covered by the Guidelines, haveaccess to expertise on RBC, and enable the NCP to operate in an impartial manner while
and maintaining an adequate level of accountability to the adhering government.
2. Can use different forms of organisation to meet this objective the core effectiveness criteria
and pursue functional equivalence. For example, aAn NCP can consist of senior
representatives from one or more Ministries, may be a senior government official or agovernment office headed by a senior official; be an interagency or inter-ministerial bodycomposed of, or led by, senior officials; a body composed of representatives from thebusiness community, worker organisations and other non-governmental organisations(multi-stakeholder), and/or one that contains independent experts. Representatives of thebusiness community, worker organisations and other non-governmental organisations may also
be included.
3. Will develop and maintain meaningful relations and engage with social partners, as well
as representatives of the business community, worker organisations, non-governmentalorganisations, and/or other interested parties that are able to contribute to the effectiveness
functioning of the Guidelines.

B. Information and Promotion

The National Contact Point will:
1. Make the Guidelines known and available by appropriate means, including through on-line
information, and in national languages. NCPs should also promote related OECD due
diligence guidance on Responsible Business Conduct. Relevant stakeholders, including
pProspective investors (inward and outward), should be informed about the Guidelines, as
appropriate.
2. Raise awareness of the Guidelines, and their implementation procedures, and the NCP
itself, including through co-operation, as appropriate, with relevant government agencies, thebusiness community, worker organisations, other non-governmental organisations, and theinterested public.
3. Respond to enquiries about the Guidelines and OECD due diligence guidance, as well as
the National Contact Point itself, including from:a) other National Contact Points;b) the business community, worker organisations, other non-governmental organisations andthe public; andc) governments of non-adhering countries.

C. Implementation in Specific Instances
The National Contact Point will, serving as a non-judicial grievance mechanism, contributeto the resolution of issues that arise relating to the implementation of the Guidelines in specificinstances in a manner that is consistent with the core effectiveness criteria listed in Section
I.A. above impartial, predictable, equitable and compatible with the principles and standards of the
Guidelines. NCPs will publish their case-handling procedures, i.e. procedures they follow inhandling specific instances, which will be consistent with these Procedures. NCPs areencouraged to consult their stakeholders in developing their case-handling procedures. The
NCP will offer a forum for discussion and use its expertise on the Guidelines to assist thebusiness community, worker organisations, other non-governmental organisations, and otherinterested parties concerned to deal with resolve the issues raised in an efficient and timely mannerand in accordance with applicable law and the Guidelines. Depending on the characteristics ofeach case, this assistance may include supporting constructive dialogue, facilitating
agreements between the parties and/or issuing recommendations. The aims of suchassistance may include furthering the implementation of the Guidelines in the future and/or
addressing adverse impacts, consistent with the Guidelines.
In providing this assistance, the NCP will:
1. Where other NCPs are concerned due to the characteristics of the Specific Instance,
coordinate in good faith with them to choose the lead and supporting NCPs.
1. 2. Consult the parties on the issues raised and mMake an initial assessment of whether theseissues raised merit warrant further examination and respond to the parties involved.
2. 3. Where, based on an initial assessment, the NCP decides that the issues raised merit
warrant further examination, offer good offices to help the parties involved to resolve the issues.
For this purpose, the NCP will consult with these parties and where relevant:a) seek advice from relevant authorities, and/or representatives of the business community,
worker organisations, other non-governmental organisations, and relevant experts;b) consult the NCP or NCPs in the any other country or countries concerned;c) seek information on similar specific instances from the Secretariat or guidance fromthe Committee WPRBC if it has doubt about the interpretation of the Guidelines in particular
circumstances. Such information and guidance is advisory, confidential and casespecific and does not amount to clarifications of the interpretation of the Guidelines,
which remain the responsibility of the Committee as per Section II.2.c) below. Subject
to available resources, it should be provided expeditiously to avoid delays in thehandling of the case.
d) offer and, with the agreement of the parties involved, facilitate access to consensual andnon-adversarial means, such as conciliation or mediation or conciliation, to assist the parties
in dealing with resolving the issues.
3. 4. At the conclusion of the proceedingsdures and after consultation with the parties involved,
make the results of the proceedingsdures publicly available, taking into account the need to protect
sensitive business and other stakeholder information, by publicly issuing a final statement:a) a statement when the NCP decides that the issues raised do not warrant merit further
consideration examination. The statement should at a minimum describe the issues raised,
information on timelines and parties’ engagement with the process, and the reasons for
the NCP’s decision;b) a report when the parties have reached agreement on the issues raised. The reportstatement should at a minimum describe the issues raised, the procedures the steps takenby the NCP initiated in assisting the parties, including information on parties’ engagementwith the process, and when agreement was reached. Information on the content of theagreement will only be included insofar as the parties involved agree thereto. The NCP may
also include recommendations on the implementation of the Guidelines in its
statements when an agreement has been reached, as appropriate;c) a statement when no agreement is reached or when a party is unwilling to participate in theprocedures. This statement should at a minimum describe the issues raised, the reasons why
the NCP decided that the issues raised merit warranted further examination and theprocedures steps taken by the NCP initiated in assisting the parties, including information
on parties’ engagement with the process. The NCP will should also include makerecommendations on the implementation of the Guidelines where relevant as appropriate,
which should be included in the statement. Where appropriate, the statement could also
include the reasons that agreement could not be reached. If allowed by applicable law and
the NCP’s case-handling procedures, the NCP may, at its own discretion, set out its
views in its final statement on whether the enterprise observed the Guidelines.
The NCP will notify the results of its specific instance procedures to the Committee and/or the
WPRBC in a timely manner.
5. Where relevant, engage in follow-up once the Specific Instance has closed. This may
involve following up on the implementation of recommendations or, if any, the agreement
reached by the parties, offering a further opportunity for good offices where appropriate, andpublishing a follow up statement, as appropriate. Any follow-up that the NCP intends toundertake should also be referred to in the final statement.
4.6. In order to build trust among parties, facilitate resolution of the issues raised, take appropriate
steps to act with transparency and make parties to a specific instance aware of all relevantfacts and arguments brought to the NCP by other parties, in particular during the good
offices phase. However, upon a reasonable request by a party, for example to protect sensitive
business and other information and/or the interests of other stakeholders involved in the specificinstance, and in the interest of resolving the issues, the NCP may keep certain information
confidential from the other party.
7. While the procedures under paragraph 2 are underway, confidentiality of the proceedings will bemaintained. At the conclusion of the procedures, if the parties involved have not agreed on a

resolution of the issues raised, they are free to communicate about and discuss these issues.
However, information and views provided Inform the parties that they may not disclose publicly
or to a third party, during or after the proceedings, facts and arguments shared by the otherparty (including where relevant an external mediator or conciliator) during the proceedings byanother party involved will, unless theat other sharing party agrees to their disclosure, such facts
and arguments are already in the public domain, or this not disclosing would be contrary to theprovisions of national law.
5.8. If issues arise in non-adhering countries, take steps to develop an understanding of the issues
involved, and follow these pProcedures where relevant and practicable.
Throughout the process, NCPs should take all appropriate steps within their capacities
to address risks of undue pressure or reprisals against parties to a specific instance. If they
become aware of an actual or potential instance of undue pressure or reprisal, NCPs should,
to the extent possible, support the party at risk in avoiding and mitigating any harm, in
consultation with the party at risk and, if accepted by that party, relevant authorities.
Governments should also take relevant steps to protect the NCP and its members fromundue pressure or reprisals.

[New heading] D. Support for policies to promote RBC
In furthering the effectiveness of the Guidelines, NCPs may, where appropriate and incoordination with relevant government agencies, support efforts by their government todevelop, implement, and foster coherence of policies aimed at promoting RBC. Such support
would notably only be appropriate where feasible in light of their capacity to fulfil their
responsibilities under the Decision.

D. E. Reporting
1. Each NCP will report annually to the Committee.
2. Reports should contain information on the nature and results of the activities of the NCP,
including implementation activities in specific instances.
[New heading] F. Peer reviews
Adhering countries will undertake periodic peer reviews of their NCP organised by the
Secretariat, as a means to increase effective implementation of the Guidelines, share bestpractices, and foster NCP effectiveness and functional equivalence. Modalities for periodic
peer reviews, including procedures for conducting peer reviews, the duration of the peer
review cycle and funding arrangements, will be approved by the WPRBC and reviewed at theend of every cycle. The first cycle of periodic peer reviews will only be launched after suchmodalities have been approved.

II. Investment Committee, WPRBC and the Secretariat
1. The Committee, the WPRBC and the Secretariat will consider requests from NCPs forassistance in carrying out their activities, including in the event of doubt about the interpretation of
the Guidelines in particular circumstances, each in accordance with their respective
responsibilities.
2. The Committee, with the assistance of the WPRBC, will, with a view to enhancing theeffectiveness of the Guidelines and to fostering the functional equivalence of NCPs:a) consider the annual reports of NCPs described in Section I.E. Based on such reports,
the WPRBC will annually issue a public report analysing the activities of NCPs.
b) consider a substantiated submission by an adhering country, an advisory body (BIAC or

TUAC) or OECD Watch on whether an NCP is fulfilling its responsibilities with regard to its
handling of specific instances. The Committee will approve the response by consensus. The
adhering country whose NCP is the subject of a substantiated submission will participate
in the process in good faith, and is expected not to block consensus except in
exceptional circumstances;c) consider issuing a clarification of the interpretation of the Guidelines where at the requestof an adhering country, an advisory body (BIAC or TUAC) or OECD Watch makes asubstantiated submission. Such request may concern on whether an NCP has correctlyinterpreted the Guidelines in specific instances, but in such cases, the Committee will notreach conclusions on the conduct of individual enterprises;d) make recommendations, as necessary, to improve the functioning of NCPs and the effective
implementation of the Guidelines. When, based on the last two annual reporting cycles andupon proposal by the WPRBC, the Committee determines that an NCP has, for an
extended period of time and without legitimate reason, manifestly not been operating ina way consistent with these Procedures, it may make appropriate recommendations to
the adherent country and invite it to report back within a set timeframe, and theCommittee may do so repeatedly until it is satisfied that the issues have been addressed.
The Committee and the WPRBC will reach decisions on these matters by consensus.
The adhering country whose NCP is concerned will participate in the process in goodfaith, and is expected not to block consensus except in exceptional circumstances;e) co-operate with international partners;f) engage with interested non-adhering countries on matters covered by the Guidelines andtheir implementation.
3. The Committee and the WPRBC may seek and consider advice from experts on any matters
covered by the Guidelines. For this purpose, the Committee will decide on suitable procedures.
4. The Committee and the WPRBC will discharge its their responsibilities in an efficient and timely
manner
5. In discharging its their responsibilities, the Committee and the WPRBC will be assisted by the
Secretariat, which, under the overall guidance of the Investment Committee and the WPRBC, andsubject to the Organisation’s Programme of Work and Budget, will:a) serve as a central point of information for NCPs that have questions on the promotion,interpretation, and implementation of the Guidelines;b) collect and make publicly available – including in supporting the WPRBC with the
publication of the annual report analysing NCP activities under II. 2. A) above – relevant
information on recent trends and emerging practices with regard to the NCPs’ institutionalarrangements, promotional activities of NCPs and the implementation of the Guidelines in
specific instances. The Secretariat will develop unified reporting formats to support theestablishment and maintenance of an up-to-date database on specific instances and conduct
regular analysis of these specific instances;c) facilitate peer learning activities, including voluntary peer evaluations, as well as capacity
building and training, in particular for NCPs of new adhering countries and new NCP personnel,
on the implementation procedures of the Guidelines and their Implementation Procedures
such as promotion and the facilitation of conciliation and mediation;d) organise periodic peer reviews of NCPs as indicated under Section I.F. of theProcedures;d)e) facilitate co-operation between NCPs where appropriate; ande)f) promote the Guidelines in relevant international forums and meetings and provide support
to NCPs and the Committee in their efforts to raise awareness of the Guidelines among nonadhering countries.

Commentary on the Implementation
Procedures of the OECD Guidelines forMultinational Enterprises

1. The Council Decision represents the commitment of adhering countries to further
the implementation of the recommendations contained in the text of the Guidelines.
Proceduresal guidance for both NCPs and the Investment Committee is are attachedto the Council Decision and outline expectations, recommendations, and otherguidance for Governments, National Contact Points (NCPs) and, theInvestment Committee, the WPRBC and the Secretariat, without giving rise to
additional rights or obligations under international law. Expectations are
signaled by the use of ‘will’. Recommendations are signaled by ‘should’ or‘encourage’. Guidance is signaled by ‘may’ or ‘can’.
2. The Council Decision sets out key adhering country responsibilities for the
Guidelines with respect to NCPs, summarised as follows:a.

Setting up NCPs (which will take account of the procedural guidance attachedto the Decision), and informing interested parties of the availability of
Guidelines-related facilities.

b.

Making available necessary human and financial resources.

c.

Enabling NCPs in different countries to co-operate with each other asnecessary.

d.

Enabling NCPs to meet regularly and report to the Committee.

3. The Council Decision also establishes the Committee’s responsibilities for the
Guidelines, including:●

Organising exchanges of views on matters relating to the Guidelines.

●

Issuing clarifications as necessary.

●

Holding exchanges of views on the activities of NCPs.

●

Reporting to the OECD Council on the Guidelines.

4. The Investment Committee is the OECD body responsible for overseeing thefunctioning of the Guidelines. This responsibility applies not only to the Guidelines,
but to all elements of the Declaration (National Treatment Instrument, and the
instruments on International Investment Incentives and Disincentives, andConflicting Requirements). The Committee seeks to ensure that each element in the
Declaration is respected and understood, and that they all complement and operate
in harmony with each other.
5. The Working Party on Responsible Business Conduct (WPRBC) is a
subsidiary body of the Committee with responsibilities in relation to the
Guidelines and the Decision. The Procedures list a number of ways in which
the WPRBC provides assistance to the Committee, including:• Developing modalities for periodic peer reviews of NCPs, overseeing
the organisation of the peer reviews by the Secretariat, and approving
peer review reports;• Providing advisory guidance to NCPs who have questions regarding
the interpretation of the Guidelines in particular circumstances;• Preparing Committee responses on substantiated submissions andrequests for clarification of the Guidelines;• Advising the Committee on making recommendations to an adheringcountry whose NCP has become manifestly non-functioning for an
extended period of time and without legitimate reason;• Supporting the Committee with considering annual reports of NCPs andissuing an annual public report on NCP activity.
5.6. Reflecting the increasing relevance of responsible business conduct to countries
outside the OECD, the Decision provides for engagement and co-operation with nonadhering countries on matters covered by the Guidelines. This provision allows theCommittee to arrange special meetings with interested non-adhering countries topromote understanding of the standards and principles contained in the Guidelines
and of their implementation procedures. Subject to relevant OECD procedures, theCommittee may also associate them with special activities or projects on responsible
business conduct, including by inviting them to its meetings and to the Corporate
Responsibility Roundtables.
6.7. In its pursuit of a proactive agenda, t The Committee will co-operate with NCPs
and seek opportunities to collaborate with the advisory bodies (BIAC and TUAC),OECD Watch, and other international partners with the objective of proactively
promoting effective implementation of the Guidelines. In particular, as part ofits work to oversee the implementation of the Declaration, the Committee, withthe support of the WPRBC, will provide guidance on, and seek to enhance thecapacity of business to implement, due diligence for RBC, including in specificsectors, geographies and risk areas. It will be conducted through, inter alia,
multi-stakeholder engagement and taking into account the needs of small- andmedium sized enterprises, in co-operation with the NCPs. Further guidance for
NCPs in this respect is provided in paragraph 1820.

I. Commentary on the Proceduresal Guidance for NCPs
7.8. National Contact Points have an important role in enhancing the profile andeffectiveness of the Guidelines. While it is enterprises that are responsible forobserving the Guidelines in their day-to-day behaviour, governments and their
NCPs can contribute to improving the effectiveness of the implementation of the
Guidelines procedures. To this end, they have agreed that better guidance
direction for the conduct organisation and activities of NCPs is warranted, including
through regular meetings and Committee oversight.
8.9. Many of the functions and activities in the Proceduresal Guidance of theDecision are not new, but reflect experience and recommendations developed over
the years. By making them explicit, the expected functioning of the implementation
mechanisms of the Guidelines is made more transparent. All functions are now
outlined in four six parts of the Proceduresal Guidance pertaining to NCPs:
institutional arrangements, information and promotion, implementation in specificinstances, support for policies to promote RBC, and reporting, and peer reviews.
9.10. These four six parts are preceded by an introductory paragraph that sets out
the basic purpose of NCPs, together with the core effectiveness criteria and theobjective of functional equivalence. Since While governments are accorded flexibility
in the way they organise NCPs, NCPs should all function with an equivalent degreeof effectiveness, defined as ‘functional equivalence’. in a visible, accessible,

transparent, and accountable manner. Functional equivalence is crucial to ensure
the effective contribution of the entire NCP network to the implementation of
the Guidelines, in particular with regard to the involvement of all NCPs in thespecific instance mechanism. All NCPs, each in light of their particular
circumstances, will pursue functional equivalence through achieving Tthesecore effectiveness criteria described below will guide NCPs’ activities in thedelivery of their responsibilities, and which will also assist the Committee and the
WPRBC in peer reviews and in discussing the conduct of NCPs.

Core Effectiveness Criteria for Functional Equivalence in the Activities of NCPs:
a. Visibilityle.
In conformity with the Decision, adhering governments commit to set up nominate
NCPs that are easily identifiable by stakeholders and relevant government
agencies within and outside their country, and also to inform the business
community, worker organisations and other interested parties, including NGOs,
about the availability of facilities associated with NCPs in the implementation of
the Guidelines. As a basic step in this respect, NCPs will have acomprehensive website or webpage. Governments are expected to publish
information about their NCPs, such as its location in government, institutionalarrangements and case-handling procedures, and to take an active role inpromoting the Guidelines, which could include promotional events andmaterials hosting seminars and meetings on the instrument. These events ormaterials could be arrangedprepared in co-operation with business, labour,NGOs, and other interested parties, though not necessarily with all groups on eachoccasion.
b. Accessibilityle.
Easy access to NCPs is important to their effective functioning. This includes
facilitating access by business, labour, NGOs, and other members of the public.
Electronic communications can also assist in this regard. NCPs wshould respondto all legitimate requests for information, and also undertake to deal with specificissues raised by parties concerned in an efficient and timely manner. NCPs
should ensure that requirements for submitting specific instances areclearly stated, easily accessible, and not unnecessarily burdensome. Where
appropriate and commensurate with the NCP’s time and budget capacity,
NCPs may also provide impartial and equitable assistance to the parties
involved. Such assistance may concern, for example, the use of languages
and translations, guidance on presenting an admissible submission andengaging in mediation, allowing flexibility regarding deadlines, or providing
affordable options for participation in the process, such as remote meeting
facilities.
c. Transparencyt.
Transparency is an important criterion with respect to its contribution to theaccountability of the NCP other Core Effectiveness Criteria, and in gaining theconfidence of stakeholders, parties to specific instances and the generalpublic. Thus, as a general principle and subject to applicable law, the activitiesof the NCP will be transparent. For example, publishing the annual reports of
NCPs to the OECD can demonstrate transparency. Nonetheless when the NCP
offers its “good offices” in implementing the Guidelines in specific instances, it will
can be in the interests of their effectiveness to take appropriate steps to establish
confidentiality of certain aspects of the proceedings, such as outlined in
Section I.C.6. of the Procedures and related Commentary. Outcomes will betransparent unless preserving confidentiality is in the best interests of effective
implementation of the Guidelines.

d. Accountabilityle.
In light of their A more active role with respect to enhancing the profile of the
Guidelines – and their potential to aid in the management of difficult issues
between enterprises and the societies in which they operate – NCPs will accountfor also put the their activities of NCPs in the public eye. Nationally, parliaments,
governments, advisory bodies of NCPs where they exist, as well as
stakeholders, could have a role to play in providing feedback on the activitiesof NCPs with a view to continued learning and improvement. Annual reports,
and regular meetings of NCPs, and peer reviews will provide an opportunity toshare experiences and encourage “best practices” with respect to NCPs. The
Committee and the WPRBC will also hold exchanges of views, whereexperiences would be exchanged and the effectiveness of the activities of NCPs
could be assessed.
e. Impartial and equitable [moved from para. 22].
Being impartial and equitable are prerequisites for the continued confidenceof stakeholders, parties to specific instances and the general public.
Accordingly, governments will set up their NCPs in a way that allows themto act and be perceived as such. NCPs should will ensure impartiality in the
resolution of specific instances, including by actively seeking to prevent andaddress potential or perceived conflicts of interests of any person playing arole on behalf of the NCP in assisting the parties with the resolution ofissues raised in a specific instance. NCPs should also seek to ensure, notably
through clear and accessible case-handling procedures, that the parties canengage in the process on fair and equitable terms, for example by seeking toensure that power and resource imbalances do not prevent the parties from
effectively engaging in the process, or by providing reasonable access tosources of information relevant to the procedure.
f. Predictable[moved from para. 22].
NCPs’ operations should will ensure predictability by providinge clear and publicly
available information on their role and the rules and procedures by which they
operate, particularly in the resolution of specific instances., Areas where suchinformation should be provided include:ing:
‒
‒
‒
‒
‒

the provision of good offices,
the stages of the specific instance process including indicative
timeframes and criteria for initial assessment,
expectations of good faith and confidentiality,
the voluntary character of the process and its possible outcomes,
andthe potential role NCPs they can play in monitoring the implementationof agreements reached between the parties or recommendations by
the NCP.

NCPs will publish case-handling procedures drafted in clear and accessible
terms, and regularly inform parties to specific instances of the progress ofthe case, especially where indicative time frames set out in paras. 50 and 51
below need to be extended.
g. Compatible with the Guidelines [moved from para. 22].
NCPs should will operate in a way that is compatible accordance with theprinciples and standards contained in the Guidelines. When handling specificinstances, this notably means working with parties to avoid any situation
where agreements reached in the context of specific instances are contrary
to the Guidelines.

Institutional Arrangements
10.11. NCP leadership institutional arrangements will should be such that enable
the NCP to meet the core effectiveness criteria, retains maintain the constructive
engagement with, and the confidence of, social partners, civil society and otherstakeholders, and foster the public profile of the Guidelines. The Decision and theProcedures afford adhering countries flexibility in deciding on their NCP’s
institutional arrangements, identifying some of the various possible options.
They also list minimal features necessary to meet these expectations, such as
having actively involved senior leadership, having sufficient human andfinancial resources, and having sufficient access to expertise on the issues
covered by the Guidelines. To foster confidence in the NCP, governments
should consult stakeholders regarding decisions that may significantly affectan NCP’s institutional arrangements.
[Merged with 13. below] 11. Regardless of the structure adhering countries havechosen for their NCP, they can also establish advisory or oversight bodies to assist
NCPs in their tasks.
12. Adequate resources are essential for the effectiveness and authority of
NCPs. The Decision requires adhering countries to provide their NCPs with thehuman and financial resources necessary for the NCP to effectively deliver on
its responsibilities. In case of staff rotation, adhering countries should ensure
continuity. This can include providing proper training to new personnel, as
needed and with the support of the Secretariat, and preserving institutional
memory.
12. 13. NCPs, whatever their composition, are expected to will develop and maintainmeaningful relations and engage with representatives of relevant government
agencies, the business community, worker organisations, other non-governmentalorganisations, and other interested parties, so as to gain the active support andconfidence of stakeholders. To that effect, representative stakeholders may forexample be equitably included in the NCP itself or in the nomination process of
independent experts. Regardless of the structure adhering countries have chosen
for their NCP, they can also establish and regularly convene representative multistakeholder and/or government-based advisory or oversight bodies or meetings
to assist NCPs in their tasks, particularly if stakeholders or other government
representatives are not otherwise included in their NCP’s structure.

Information and Promotion
13.14. The NCP functions associated with information and promotion are
fundamentally important to enhancing the profile and awareness of the Guidelines
with stakeholders and the general public and encouraging enterprises to act
consistently with the Guidelines and OECD Due Diligence Guidance.
14.15. NCPs are required to make the actively promote the Guidelines better known,
and are encouraged to promote the OECD due diligence guidance where
relevant, notably as recommended in the Council Recommendations on suchguidance. Examples of promotion activities include the provision of materials
for stakeholders, or the organisation or participation in events on RBC. Events
related to RBC organised by the OECD, other NCPs or relevant actors could also
be promoted. Promotion activities by the NCP and related information should be
easily accessible, and available online and by other appropriate means, including in
national languages. English and French language versions will be available from theOECD, and website l Links to the Guidelines and OECD due diligence guidance on

RBC on the NCP website should be includedare encouraged. English and Frenchlanguage versions will be available from the OECD Secretariat.
16. As appropriate, NCPs will also seek to offer the abovementioned activities andinformation in an equitable manner to a diverse and representative range of
relevant stakeholders. The Procedures mention provide prospective investors,
both inward and outward, as an example., with information about the Guidelines.
NCPs are also encouraged to reach out to relevant government agencies anddiplomatic networks, which can act as important amplifiers in to promoting the
Guidelines and creating awareness of the NCP, including with stakeholders inother countries. Depending on an NCP’s context and resources, stakeholder
mappings and promotional plans may assist in increasing the reach and impactof an NCP’s promotional efforts.
15.17. NCPs should also provide information about their responsibilities andactivities in light of the core effectiveness criteria. NCPs should promote theirrole in specific instances to relevant stakeholders, including, where possible
and appropriate, potential submitters of specific instances. This should include
information on the procedures that parties should follow when raising submitting or
responding to a specific instance,. It should include advice on the information that isnecessary to raise submit a specific instance, the requirements for parties
participating in specific instances, including confidentiality, and the processes andindicative timeframes that will be followed by the NCP.
16.18. In their efforts to raise awareness of the Guidelines, NCPs will co-operate witha wide variety of organisations and individuals, including, as appropriate, relevant
government agencies, the business community, worker organisations, othernongovernmental organisations, and other interested parties. Such organisations havea strong stake in the promotion of the Guidelines and their institutional networks
provide opportunities for promotion that, if used for this purpose, will greatly enhancethe efforts of NCPs in this regard.
17. 19. Another basic activity expected of NCPs is responding to legitimate enquiries.
Three groups have been singled out for attention in this regard: i) other NCPs (reflecting
a provision in the Decision); ii) the business community, worker organisations, othernon-governmental organisations and the public; and iii) governments of non-adheringcountries.

Proactive Agenda
18.20. In accordance with the Investment Committee’s proactive agenda To support
the Committee and the WPRBC in proactively promoting implementation of the
Guidelines, NCPs should maintain regular contact, including meetings, with social
partners and other stakeholders in order to:a) consider new developments and emerging practices concerning responsible
business conduct;b) support the positive contributions enterprises can make to economic, social andenvironmental progress;c) participate where appropriate in collaborative initiatives to identify and respondto risks of adverse impacts associated with particular products, regions, sectors orindustries.

Peer Learning
19.21. In addition to contributing to the Committee’s and the WPRBC’s work toenhance the effectiveness of the Guidelines, NCPs will engage in joint peer learning
activities. In particular, they are encouraged to engage in horizontal, thematic peer
reviews and voluntary NCP peer evaluations. Such peer learning can be carried outthrough meetings at the OECD or through direct co-operation between NCPs.

[New sub-heading] Peer Reviews
22. Peer reviews are an important mechanism to increase effective
implementation of the Guidelines, share best practices, and foster functional
equivalence. As set out in the Decision, adhering countries commit to undertake
periodic peer reviews of the NCPs. The Secretariat will organise such peer
reviews under the oversight of the WPRBC. Peer reviews evaluate strengths andweaknesses of the NCP with regard to the delivery of its mandate and theeffectiveness criteria defined in section I of the Procedures, and makerecommendations for improvement as appropriate.
23. The modalities of the periodic peer reviews (process, duration of the review
cycle and funding arrangements) will be defined in a ‘Core Template for NCPPeer Reviews’ to be approved by consensus by the WPRBC, and published on
the OECD Website. The WPRBC will review the Core Template at the end of eachcycle, in particular to ensure that NCPs are given enough lead time to prepare
their peer reviews, and that peer reviews do not represent an unreasonableburden for governments, NCPs, the WPRBC or the Secretariat. The cycle ofperiodic peer reviews will not start until modalities have been approved by the
WPRBC.
Implementation in Specific Instances
20.24. [Sentence moved and adapted from below]This section of the Proceduresal
Guidance provides expectations, recommendations and guidance to NCPs on how
to handle specific instances. When issues arise relating to implementation of the
Guidelines in specific instances, the NCP is expected to helpassist in resolveing
them. In doing so, the NCP serves as a non-judicial grievance mechanism. Under
the Decision and the Procedures, participation by the parties in suchmechanism is voluntary. In that context, NCPs will aim to facilitate dialogue andseek mutually agreeable and Guidelines-compatible solutions to the issues
raised, but also actively inform such dialogue with their expertise on the
Guidelines. NCPs should also draft final statements in such a way as to provide
assistance to the parties in resolving the issues, and to the extent possible,
information and guidance to third parties on the concrete application of the
Guidelines in relation to the issues raised. This section of the Procedural Guidance
provides guidance to NCPs on how to handle specific instances. Each NCP will
publish clear and easily accessible case-handling procedures outlining its
specific instance process consistent with these Procedures. NCP areencouraged to develop their case-handling procedures in consultation withstakeholders.

[New sub-heading] Good faith engagement
21.25. The effectiveness of the specific instances procedure depends on the goodfaith engagement by behaviour of all parties involved in the procedures proceedings.
Good faith engagement behaviour in this context means responding in a timely
fashion, respecting transparency requirements and maintaining confidentiality
where appropriate and consistent with the NCP’s case-handling procedures,refraining from misrepresenting the issues and the process, notably in public
communications, and from threatening or taking reprisals against parties involved in
the procedure, or against the NCP itself, and genuinely engaging in the procedureswith a view to finding a Guidelines-compatible solution to the issues raised inaccordance with the Guidelines.

26. Should an NCP become aware of the threat of or existence of undue pressureor reprisals directed at a person involved in a specific instance, or towards the
NCP or one of its members, it should take adequate steps within its capacities,
and in consultation with other relevant government entities such as diplomatic
missions, as appropriate, with the aim of ensuring that the person at risk has
adequate protection and that the proceedings can continue in a safe, accessible,
equitable and impartial manner. Before undertaking any action in this regard,
the NCP will secure the consent of the party at risk. Reprisals or undue pressure
may include threats to harm the individual, their family or other relations,inappropriate threats to terminate employment or benefits or inappropriate
threats of legal action. Appropriate measures may include, for example, keeping
the identity of the person at risk confidential, suggesting that the person at risk
be represented by a trusted third party, documenting attempted reprisals instatements or assisting a person at risk in reaching out to relevant authorities.
27. Additionally, to preserve accessibility and impartiality, governments shouldtake appropriate steps to protect the NCP and its members from undue pressure
and reprisals, in line with domestic law and in consultation with competent
government authorities. Governments should support measures taken by the
NCP to protect itself and its members.

Guiding Principles for Specific Instances
22. Consistent with the core criteria for functional equivalence in their activities NCPs
should deal with specific instances in a manner that is:

Impartial. NCPs should ensure impartiality in the resolution of specificinstances.
Predictable. NCPs should ensure predictability by providing clear and publicly
available information on their role in the resolution of specific instances,including the provision of good offices, the stages of the specific instanceprocess including indicative timeframes, and the potential role they can playin monitoring the implementation of agreements reached between the parties.
Equitable. NCPs should ensure that the parties can engage in the process onfair and equitable terms, for example by providing reasonable access tosources of information relevant to the procedure.
Compatible with the Guidelines. NCPs should operate in accordance with theprinciples and standards contained in the Guidelines.

Coordination between NCPs in Specific Instances
23. Generally, issues will be dealt with by the NCP of the country in which the issues
have arisen. Among adhering countries, such issues will first be discussed on thenational level and, where appropriate, pursued at the bilateral level. The NCP of thehost country should consult with the NCP of the home country in its efforts to assist
the parties in resolving the issues. The NCP of the home country should strive toprovide appropriate assistance in a timely manner when requested by the NCP of
the host country.
28. As the Guidelines are addressed by adhering countries to enterprises
operating ‘in or from’ their territory, NCPs may receive specific instances
regarding issues taking place in their country or alternatively regarding issues
concerning enterprises established in their country. Accordingly, certain
specific instances may concern the NCPs of several countries, such as:•

where a specific instance concerns different home and host adheringcountries (e.g. concerning the activities of a company headquarteredin one adherent country, carried out in another adherent country, orwith different headquarters in multiple adherent countries),•

where the issues raised in a specific instance take place in several
adhering countries, or concern several companies established inseveral adhering countries;•

where the same specific instance or related specific instances (suchas specific instances involving different companies active on thesame project or in the same supply chain) are submitted to several
NCPs.

In such situations, NCP(s) having received the specific instance(s) will informand coordinate with all other concerned NCPs at the outset with the goal ofdesignating the lead and supporting NCPs and adopting coordination
arrangements.
29. Generally, the NCP of the country in which the issues have arisen would be
the lead NCP. However, other criteria may be applied in order to maximise thepotential for contributing to the resolution of the issues raised. The parties
should be kept informed with regard to coordination arrangements, andconsulted on decisions to transfer the case to a different lead NCP than the
NCP to which the case was submitted.
30. The lead NCP is responsible for all aspects of the specific instance process
and its case-handling procedures will govern the process. Throughout the
specific instance process, supporting NCPs will be kept informed ofdevelopments and may lend resources by for example reviewing
statements/reports, providing translation services, supporting joint meetings
with parties, and other practical assistance. Supporting NCPs will act in goodfaith to foster the resolution of the specific instance and all NCPs involved will
ensure the confidentiality and appropriate use of information and materials
received from other NCPs.
24.31. When issues arise from an enterprise’s activity that takes place in several
adhering countries or from the activity of a group of enterprises organised as
consortium, joint venture or other similar form, based in different adhering countries,
the NCPs involved should consult with a view to agreeing on which NCP will take thelead in assisting the parties. The NCPs can seek assistance, including proposals,from the Chair of the Investment Committee WPRBC in arriving at such agreement.
when discussing the selection of lead and supporting NCPs and thecoordination among them. The lead NCP should consult with the other NCPs,
which should provide appropriate assistance when requested by the lead NCP. If theparties NCPs fail to reach consensus an agreement, the lead NCP(s) that received
the Specific Instance(s) should make a final decision in consultation with the other
NCPs concerned and keep them informed regularly of the progress of the case.

Initial Assessment
25.32. After having coordinated with other NCPs concerned where relevant, theNCP will In consult the parties on the issues raised and makinge an initialassessment of whether the issue raised merits warrants further examination, theNCP will need to determine whether the issue is bona fide and relevant to theimplementation of the Guidelines. In this context, the NCP will take into account thefollowing criteria:● the identity of the party concerned and its interest in the matter.
● whether the issue is material and substantiated, namely whether theissues raised are of significant relevance to the implementation of
the Guidelines and whether they appear plausible based on
information provided, which should go beyond the submitter’s mere
assertion and speculation.

● whether there seems to be a link between the enterprise’s activities andthe issue raised in the specific instance.
● the relevance of applicable law and procedures, including court rulings.,
and how similar issues have been, or are being, treated in other domestic
or international proceedings (including other specific instances).
● whether the consideration of the specific issue would contribute to the
purposes and effectiveness of the Guidelines.
27.33. [Moved from previous paragraph 27.] Following its initial assessment, theNCP will respond to the parties concerned. If the NCP decides that the issue does
not merit warrant further examinationconsideration, it will inform the parties of thereasons for its decision. A decision that a case warrants further examination
does not mean that the issues raised have been given final consideration anddoes not imply any finding as to whether or not a company has acted inaccordance with the Guidelines.

[New sub-heading] Parallel proceedings
26.34. The term “parallel proceedings” refers to judicial or non-judicial
processes, which may be domestic or international in nature, involving thesame or closely related issues and which could influence the ongoing specificinstance. If parallel proceedings have been conducted, are under way or areavailable to the parties concerned, this does not preclude the NCP fromoffering good offices to the parties. When assessing the significance for the
specific instance procedure of other domestic or international proceedings
addressing similar issues in parallel, NCPs should not decide that issues do not meritfurther consideration solely because parallel proceedings have been conducted, areunder way or are available to the parties concerned. NCPs should evaluate whether
an offer of good offices could make a positive contribution to the resolution of theissues raised and/or the implementation of the OECD Guidelines going forward
and would not create serious prejudice for either of the parties involved in these otherproceedings or cause a contempt of court situation. In making such an evaluation,
NCPs could take into account practice among other NCPs, consider the possibility
to partially accept the specific instance or to suspend its examination while theparallel proceedings are ongoing and, where appropriate, consult with theinstitutions in which the parallel proceedings is are being or could be conducted.
NCPs will seek Pparties’ should also assistance NCPs in their consideration of
considering these matters by providing requesting relevant information and viewson the parallel proceedings.
27. Following its initial assessment, the NCP will respond to the parties concerned.
If the NCP decides that the issue does not merit further consideration, it will informthe parties of the reasons for its decision.

Providing Assistance to the Parties Good offices
28.35. Where the issues raised merit warrant further examinationconsideration, theNCP would discuss the issue further with the parties involved and will offer “goodoffices” in an effort to contribute informally to the resolution of issues. Where relevant,
NCPs will follow the procedures set out in paragraph C-2a) through C-2d). This could
As part of good offices, the NCP may include seeking the advice of relevant
authorities, as well as representatives of the business community, labour
organisations, other non-governmental organisations, and experts, consistent with
the NCP’s own case-handling procedures. Consultationsing with NCPs in othercountries, or seeking information from the Secretariat or guidance from the
WPRBC on issues related to the interpretation of the Guidelines, may also help toresolve the issue.

36. Through good offices, NCPs will offer a platform for dialogue between theparties to assist with the resolution of the issues raised. In line with thevoluntary and non-judicial nature of the specific instance procedure, andsubject to consent of the parties, the role of the NCP includes creating
conditions for dialogue and agreement between the parties around acommitment by the enterprise to further the implementation of the Guidelines
in the future and, where relevant, address, in accordance with the Guidelines,
adverse impacts that may have occurred. While facilitating dialogue, the NCPshould explain the provisions of OECD Guidelines relevant to the issues raised
as a way to support parties in reaching an agreement compatible with the
Guidelines. The NCP should assess whether the agreement negotiated during
the good offices phase is in line with the Guidelines and, where relevant,engage with the parties to try and resolve any conflict.
29.37. As part of making available good offices, and where relevant to the issues athand, NCPs will offer, or facilitate access to, consensual and non-adversarial
procedures, such as mediation or conciliation or mediation, to assist in dealing with
the issues at hand. In common with accepted practices on conciliation and mediation
procedures, these procedures would be used only upon agreement of the parties
concerned and their commitment to participate in good faith during the procedure. If
mediation is the option chosen, NCPs may choose to carry out the mediation
themselves or engage external mediators agreed by the parties to conduct or
support mediation.
30. When offering their good offices, NCPs may take steps to protect the identity ofthe parties involved where there are strong reasons to believe that the disclosure ofthis information would be detrimental to one or more of the parties. This could include
circumstances where there may be a need to withhold the identity of a party or parties
from the enterprise involved.

Conclusion of the Procedures
31.38. NCPs are expected to always make the results of a specific instance publicly
available in accordance with paragraphs I.C-34. and I.C-46. of the Proceduresal
Guidance.
32.39. When the NCP, after having carried out its initial assessment, decides that theissues raised in the specific instance do not merit do not warrant further
examination consideration, it will make a statement publicly available after
consultations with the parties involved and taking into account the need to preserve
the confidentiality of sensitive business and other information. If the NCP believes
that, based on the results of its initial assessment, it would be unfair to publicly
identify a party in a statement on its decision, it may draft the statement so as toprotect the identity of the party.
33.40. The NCP may also make publicly available its decision that the issues raised
merit warrant further examination and its offer of good offices to the parties involved.
34.41. If the parties involved reach agreement on the issues raised, the parties
should address in their agreement how and to what extent the content of theagreement is to be made publicly available. The NCP, in consultation with the parties,
will make publicly available a report statement with the results of the proceedings.
The NCP can make recommendations on the implementation of the Guidelines
even if there is agreement or partial agreement between the parties. The parties
may also agree to seek the assistance of the NCP in following-up on theimplementation of the agreement and the NCP may do so on terms agreed between
the parties and the NCP. 38.
35.42. If the parties involved fail to reach agreement on all or some of the issues
raised, if one or both of the parties withdraws from the procedure, or if the NCP
finds that one or more of the parties to the specific instance is unwilling to engage or
to participate in good faith, the NCP will issue a statement, and makerecommendations as appropriate, on the implementation of the Guidelines inrelation to the issues raised. This procedure makes it clear that an NCP will issue
a statement, even when it feels that a specific recommendation is not called for. The
statement should identify the parties concerned, the issues involved, the date on
which the issues were raised with the NCP, any recommendations by the NCP, andany observations the NCP deems appropriate to include on the reasons why theproceedings did not produce an agreement.
43. Where appropriate and relevant to the resolution of the issues, the NCP
may also, at its own discretion, if allowed by applicable national law and its
case-handling procedures, set out its views in its final statement on whether
the enterprise observed the Guidelines.
36.44. The NCP should provide an opportunity for the parties to comment on a draft
statement. However, the statement is that of the NCP and it is within the NCP’s
discretion to decide whether to change the draft statement in response to commentsfrom the parties. If the NCP makes recommendations to the parties, it may beappropriate under specific circumstances for the NCP to follow-up with the parties on
their response to these recommendations..

[New sub-heading] Follow up
45. NCPs will carry out follow up on agreements they facilitate orrecommendations they make where relevant. For example, follow up would not
be conducted if it would not contribute to the implementation of the Guidelines.
If the NCP deems it appropriate to follow-up on its recommendations, tThe timeframefor doing so should be addressed in the statement of the NCP. Follow up may
involve, for example, requests for updates from the parties, or one or moremeetings between the NCP and the parties (either separately, or together) toassess progress on the implementation of the commitments undertaken in theagreement, or on the NCP’s recommendations. Where appropriate, the NCPshould issue follow up statements after conducting its follow up. The NCP may
also offer to resume good offices after follow up if further engagement by the
NCP could help promote implementation of the Guidelines.
37. Statements and reports on the results of the proceedings made publicly available
by the NCPs could be relevant to the administration of government programmes andpolicies. In order to foster policy coherence, NCPs are encouraged to inform thesegovernment agencies of their statements and reports when they are known by the
NCP to be relevant to a specific agency’s policies and programmes. This provision
does not change the voluntary nature of the Guidelines.

Transparency and Confidentiality
38.46. Transparency is recognised as a general principle for the conduct of NCPs
in their dealings with the public (see paragraph 9 10 in “Core Effectiveness Criteria”
section, above). However, paragraph I.C-46. of the Proceduresal Guidancerecognises that there are specific circumstances where maintaining confidentialityof certain facts and arguments brought forward by the parties is importantjustified. For example, Tthe NCP will take appropriate steps to protect sensitive
business information. Equally, other information, such as the identity of individuals
involved in the procedures, should be kept confidential, for example if disclosing
it places them or related persons at risk of retaliation, in the interests of theeffective implementation of the Guidelines. It is understood that proceedings include
the facts and arguments brought forward by the parties. Nonetheless, it remains
important to strike a balance between transparency and confidentiality in order tobuild confidence in the Guidelines procedures and to promote their effective
implementation. It is recognised that NCPs may be obligated to follow nationallaws on transparency and disclosure, regardless of these provisions. Thus,
while paragraph C-4 broadly outlines that the proceedings associated with

implementation will normally be confidential, the results will normally be transparent.
47. With respect to sharing information between parties, in the interest of anequitable process, the NCP should, in principle, make parties aware of all
relevant facts and arguments brought forward to the NCP by the other parties
during proceedings (in particular during the good offices phase). For example,
if a party makes a reasonable request not to share a submission in full withthe other party, notably to protect sensitive business information and theinterests of other stakeholders, the NCP should work with the submitting party
to redact any sensitive content in order to facilitate sharing. As much as
possible, NCPs should avoid basing fundamental aspects of their decisions
on information that is not available to both parties.
48. With respect to sharing information with the public or third parties, thespecific instance proceedings will be confidential unless otherwise agreed by
the parties. In particular, NCPs will inform parties at the outset of the processthat they may not disclose at any time facts and arguments shared during theproceedings by the other party or by the NCP itself that is not already in the
public domain without the other party’s consent. In the interest ofpredictability, trust and confidence, NCPs may seek written assurances fromthe parties in this regard, and adopt provisions in their case-handlingprocedures that encourage compliance with their non-disclosure requests.
The Procedures do not prevent the submitter from publishing its own initialsubmission, nor do they prevent the parties from communicating about theexistence of the specific instance, or discussing information or documents
shared by the other party with their advisors to the specific instance, provided
these advisors do not themselves further disclose such information. In suchcases, the NCP may also seek written assurances from the advisors.

Issues Arising in Non-Adhering Countries
39.49. As noted in paragraph 2 of the Concepts and Principles chapter, enterprises
are encouraged to observe the Guidelines wherever they operate, taking into accountthe particular circumstances of each host country.
● In the event that Guidelines-related issues arise in a non-adhering country,
home NCPs will take steps to develop an understanding of the issues involved.
While it may not always be practicable to obtain access to all pertinent
information, or to bring all the parties involved together, the NCP may still bein a position to pursue enquiries and engage in other fact finding activities.
Examples of such steps could include contacting the management of theenterprise in the home country, and, as appropriate, embassies andgovernment officials in the non-adhering country.
● Conflicts with host country laws, regulations, rules and policies may makeeffective implementation of the Guidelines in specific instances more difficult
than in adhering countries. As noted in the commentary to the General Policies
chapter, while the Guidelines extend beyond the law in many cases, theyshould not and are not intended to place an enterprise in a situation where it
faces conflicting requirements.
● The parties involved will have to be advised of the limitations inherent in
implementing the Guidelines in non-adhering countries.
● Issues relating to the Guidelines in non-adhering countries could also be
discussed at NCP meetings with a view to building expertise in handling issues
arising in non-adhering countries.

Indicative Timeframe
40.50. The specific instance procedure comprises three five different stages:
1. Coordination: Where relevant, coordinate with other relevant NCPs
based on the characteristics of the Specific Instance received to determine
the lead NCP. Initial coordination arrangements to identify the lead andsupporting NCPs should be completed within two months.

1. 2. Initial assessment and decision whether to offer good offices to assist theparties: NCPs should seek to conclude an initial assessment within three months
after the identification of the lead and supporting NCPs, although additionaltime might be needed in order to collect or translate information necessary for
an informed decision.
2. 3. Assistance to the parties in their efforts to resolve the issues raised: If an
NCP decides to offer its good offices, it should strive to facilitate the resolutionof the issues in a timely manner. Recognising that progress through good
offices, including mediation and conciliation, ultimately depends upon the parties
involved, the NCP should, after consultation with the parties, establish areasonable timeframe for the discussion between the parties to resolve theissues raised. If they fail to reach an agreement within this timeframe, the NCPshould consult with the parties on the value of continuing its assistance to theparties; if the NCP comes to the conclusion that the continuation of theprocedure is not likely to be productive, it should conclude the process andproceed to prepare a statement.
3. 4. Conclusion of the procedures: The NCP should strive to issue its statement
or report within three months after the conclusion of the procedure.
5. Follow up: The NCP may determine its own timetable for any follow-up
in consultation with the parties.
41.51. As a general principle, NCPs should strive to conclude the procedure within 12
months (14 months if coordination to determine a lead NCP is needed) from receiptof the specific instance to its conclusion. It is recognised that this timeframe may need
to be extended if circumstances warrant it, such as when the issues arise in a nonadhering country, when the Specific Instance involves multiple enterprises, multiple
submitters and multiple NCPs, or when translations are necessary. Wheneverdelays are to be expected or experienced in the handling of a Specific Instance, the
NCP should ensure the parties are kept informed in a timely manner and that theproceedings remain predictable. The NCP, within its case-handling procedures,may decide to issue public updates on the status of cases.

Reporting to the WPRBC and the Investment Committee
4252. Reporting would be is an important responsibility of NCPs that would also help tobuild up a knowledge base and core competencies in furthering the effectiveness of the
Guidelines. In this light, NCPs will submit their annual report to the WPRBC and theInvestment Committee in order to include in the Annual Report on the OECD Guidelines
information on all specific instances that have been initiated by parties, including thosethat are in the process of an initial assessment, those for which offers of good offices havebeen extended and discussions are in progress, and those in which the NCP has decided
not to extend an offer of good offices after an initial assessment. The WPRBC will
provide the Committee with an analysis of NCP annual reports to include in the
Annual Report on the Guidelines. NCP annual reports should include SpecificInstances in Coordination, Initial Assessment, Good offices, Conclusion or Followup. In reporting on implementation activities in specific instances, NCPs will comply withtransparency and confidentiality considerations as set out in paragraph I.C-46 and intheir case-handling procedures.

[New sub-heading] Support for policies to promote RBC

53. [moved from former 37.] Statements and reports on the results of the proceedings
made publicly available by the NCPs could be relevant The Decision recognises the
support NCPs can provide in to the development, administration and coherence ofgovernment policies and programmes that promote RBC and policies. Iin order to foster
policy coherence, , where appropriate and in agreement with relevant government
agencies. In particular, NCPs can support the alignment of any such efforts with
the Guidelines and contribute to maintaining their position as an international
standard for RBC, as well as other OECD instruments and guidance deriving fromthe Guidelines, such as the OECD due diligence guidance.
54. There are various ways in which NCPs may support their government in its
efforts to develop, implement and foster coherence of policies to promote RBC,
depending on context. First, NCPs are encouraged to inform these relevant
government agencies by sharing of their statements and reports, as well as other data,
surveys and insights, when they are known by the NCP to be relevant to a specificagency’s policies and programmes, such as trade advocacy, economic diplomacy, orother support and services to companies. Second, adhering countries have foundit useful to involve their NCP in developing and implementing policies orprogrammes such as National Action Plans on RBC and/or Business and Human
Rights. This provision does not change the voluntary nature of the Guidelines, and any
support provided by the NCP should be commensurate with its capacities andpriorities, and should not detract from its ability to fulfil its responsibilities under
the Decision and the Procedural Annex.

II. Commentary on the Proceduresal Guidance for the Investment
Committee, the WPRBC and the Secretariat
43.55. The Proceduresal Guidance to the Council Decision provides additional guidance
to the Committee, the WPRBC and the Secretariat in carrying out its their
responsibilities, including:
●
●

●
●

Discharging its their responsibilities in an efficient and timely manner.
Considering requests from NCPs for assistance, including by providing
clarifications, guidance and information on the interpretation of the
Guidelines in specific instances.
Holding exchanges of views on the activities of NCPs.
Providing for the possibility of seeking advice from international partners andexperts.

44.56. The non-binding nature of the Guidelines precludes the Committee from acting asa judicial or quasi-judicial body. Nor should the findings and statements made by the NCP(other than interpretations of the Guidelines) be questioned by a referral to the Committee.
The provision that the Committee shall not reach conclusions on the conduct of individual
enterprises has been maintained in the Decision itself.
45.57. The Secretariat and the WPRBC Committee will consider requests from NCPs forassistance, including in the event of doubt about the interpretation of the Guidelines inongoing specific instances particular circumstances. In such situations, NCPs should
first contact the Secretariat for information regarding interpretation of the
Guidelines in similar cases. Where such information is not available or insufficient
to assist the NCP, or the Secretariat is not in a position to assist the NCP, the NCP
may seek the guidance of the WPRBC. Such requests will be handled confidentially
and, subject to available resources, expeditiously. To expedite the treatment ofrequests for guidance, the WPRBC may organise ad hoc meetings or establish a
sub-group to respond to such requests. In such case, the WPRBC will develop
procedures to be followed by the sub-group. The information provided by the
Secretariat and the guidance of the WPRBC are confidential, case-specific andadvisory. The Secretariat will report regularly to the WPRBC, and the WPRBC will

report regularly to the Investment Committee, on issues that gave rise to requests
for information and guidance, and on responses provided, with due regard for
confidentiality. If the WPRBC considers that a question on which guidance issought requires a clarification of the interpretation of the Guidelines, it will invite
the NCP to seek a clarification from the Committee on the basis of Section II.2.c) of
the Procedures. This paragraph reflects paragraph C-2c) of the Procedural Guidance to
the Council Decision pertaining to NCPs, where NCPs are invited to seek the guidance of
the Committee if they have doubt about the interpretation of the Guidelines in thesecircumstances.
58. [moved from former 48] Clarifications of the meaning interpretation of the
Guidelines under Section II.2.c) of the Proceduresal Guidance, remain a key responsibilityof the Committee to ensure that the meaning interpretation of the Guidelines would notvary from country to country. A substantiated submission request for clarification may
be filed by an adhering country, an advisory body (BIAC or TUAC) or OECD Watch,including with respect to whether an NCP has correctly interpreted ation of the
Guidelines or a previous is consistent with Committee clarification interpretation will also
be considered in a closed specific instance. The Committee’s clarification will be
prepared by the WPRBC with the support of the Secretariat, in accordance withprocedures to be defined by the Committee, and be made public on the OECD’s
website. The Investment Committee will not reach conclusions on the conduct ofindividual enterprises in issuing its clarification, and NCPs are not expected to reopen a specific instance as a result of a clarification.
46.59. When discussing NCP activities, the Committee may make recommendations, asnecessary, to improve their functioning, including with respect to the effective
implementation of the Guidelines and to address any situation in which an NCP
becomes non-functioning. In particular, the Investment Committee may determine,based on an NCP’s last two annual reporting cycles and upon a proposal by the
WPRBC, that an NCP has, for an extended period of time and without legitimate
reason, manifestly not been operating in a way consistent with the Procedures.
Such a finding may rest on, for example, the repeated failure to assign the resources
required for the basic discharge of NCP responsibilities, demonstrably inadequate
institutional arrangements, absence of any promotional activities, repeated andsignificant undue delays in the handling of specific instances, or lack of reporting.
The Committee may then make recommendations to the country of the NCP and
invite it to report on implementation within a specified timeframe and make further
recommendations in case such reporting does not satisfy the Committee that the
NCP is functioning in a way consistent with the Procedures. The Committee may
request the Secretariat to assist the adhering country in the implementation of therecommendations. The adhering country whose NCP is concerned should
participate in the process in good faith and is expected not to block consensus
except in exceptional circumstances.
47. 60. A substantiated submission by an adhering country, an advisory body or OECD
Watch that an NCP was not fulfilling its procedural responsibilities in the implementationof the Guidelines in specific instances will also be considered by the Committee. The
Committee’s response will be prepared by the WPRBC with the support of theSecretariat, in accordance with procedures defined by the Committee. It will beapproved by consensus. The adhering country whose NCP is the subject of a
substantiated submission should participate in the process in good faith and is
expected not to block consensus except in exceptional circumstances. The
Committee will give the adhering country in question the possibility to state its viewon the substantiated submission prior to its decision, and the Committee may invite
the adhering country to report on the implementation of any recommendations
within twelve months of the response.

49.61. In order to engage with non-adhering countries on matters covered by the
Guidelines, the Committee may invite interested non-adhering countries to its meetings,
annual Roundtables on Corporate Responsibility, and meetings relating to specificprojects on responsible business conduct.
50.61. Finally, the Committee and the WPRBC may wish to call on experts to address
and report on broader issues (for example, child labour or human rights) or individual
issues, or to improve the effectiveness of procedures. For this purpose, the Committee
could call on OECD in-house expertise, international organisations, the advisory bodies(BIAC and TUAC), OECD Watch, non-governmental organisations, academics andothers. It is understood that this will may not become a panel to settle individual issues.