### (39) so as to comply with the obligation of bringing to an end and minimising the extent of actual adverse impacts under this directive , companies should be required to take the following actions , where relevant. they should neutralise the adverse impact or minimise its extent , with an action proportionate to the significance and scale of the adverse impact and to the contribution of the company’s conduct to the adverse impact. where necessary due to the fact that the adverse impact cannot be immediately brought to an end , companies should develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. companies should also seek to obtain contractual assurances from a direct business partner with whom they have an established business relationship that they will ensure compliance with the company’s code of conduct and , as necessary , a prevention action plan , including by seeking corresponding contractual assurances from its partners , to the extent that their activities are part of the company’s value chain. the contractual assurances should be accompanied by the appropriate measures to verify compliance. finally , companies should also make investments aiming at ceasing or minimising the extent of adverse impact , provide targeted and proportionate support for an smes with which they have an established business relationship and collaborate with other entities , including , where relevant , to increase the company’s ability to bring the adverse impact to an end. ### (39) so as to comply with the obligation of taking appropriate measures for bringing to an end and minimising the extent of actual adverse impacts under this directive , companies should be required to take the following actions , where relevant. they should endeavour to neutralise the adverse impact or to minimise its extent , with an action proportionate to the significance and scale of the adverse impact and to the contribution of the company’s own conduct to the actual adverse impact. where necessary due to the fact that the adverse impact cannot be immediately brought to an end , companies should develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. companies should also seek to obtain contractual assurances from a direct business partner with whom they have an established business relationship that they will ensure compliance with the company’s code of conduct and , as necessary , a prevention action plan. the contractual assurances should be accompanied by the appropriate measures to verify compliance. finally , companies should also make investments aiming at ceasing or minimising the extent of adverse impact , provide targeted and proportionate support for an smes with which they have an established business relationship and collaborate with other entities , including , where relevant , to increase the company’s ability to bring the adverse impact to an end.


### (39) so as to comply with the obligation of bringing to an end and minimising the extent of actual adverse impacts under this directive , companies should be required to take the following actions , where relevant. they should neutralise the adverse impact or minimise its extent , with an action proportionate to the significance and scale of the adverse impact and to the contribution of the company’s conduct to the adverse impact. where necessary due to the fact that the adverse impact cannot be immediately brought to an end , companies should develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. companies should also seek to obtain contractual assurances from a direct business partner with whom they have an established business relationship that they will ensure compliance with the company’s code of conduct and , as necessary , a prevention action plan , including by seeking corresponding contractual assurances from its partners , to the extent that their activities are part of the company’s value chain. the contractual assurances should be accompanied by the appropriate measures to verify compliance. finally , companies should also make investments aiming at ceasing or minimising the extent of adverse impact , provide targeted and proportionate support for an smes with which they have an established business relationship and collaborate with other entities , including , where relevant , to increase the company’s ability to bring the adverse impact to an end. ### (39) so as to comply with the obligation of bringing to an end and minimising the extent of actual adverse impacts under this directive , companies should be required to take the following actions , where relevant. they should neutralise the adverse impact or minimise its extent , with an action proportionate to the significance and scale of the adverse impact and to the contribution of the company’s conduct to the adverse impact. where necessary due to the fact that the adverse impact cannot be immediately brought to an end , companies should develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. companies should also seek to obtain contractual assurances from a direct business partner with whom they have an established business relationship that they will ensure compliance with the company’s code of conduct and , as necessary , a prevention action plan. the contractual assurances should be accompanied by appropriate measures to verify compliance. finally , companies should also make investments aiming at ceasing or minimising the extent of adverse impact.


### (39) so as to comply with the obligation of bringing to an end and minimising the extent of actual adverse impacts under this directive , companies should be required to take the following actions , where relevant. they should neutralise the adverse impact or minimise its extent , with an action proportionate to the significance and scale of the adverse impact and to the contribution of the company’s conduct to the adverse impact. where necessary due to the fact that the adverse impact cannot be immediately brought to an end , companies should develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. companies should also seek to obtain contractual assurances from a direct business partner with whom they have an established business relationship that they will ensure compliance with the company’s code of conduct and , as necessary , a prevention action plan , including by seeking corresponding contractual assurances from its partners , to the extent that their activities are part of the company’s value chain. the contractual assurances should be accompanied by the appropriate measures to verify compliance. finally , companies should also make investments aiming at ceasing or minimising the extent of adverse impact , provide targeted and proportionate support for an smes with which they have an established business relationship and collaborate with other entities , including , where relevant , to increase the company’s ability to bring the adverse impact to an end. ### (39) so as to comply with the obligation of bringing to an end and minimising the extent of actual adverse impacts under this directive , companies should be required to take the following actions , where relevant. they should neutralise the adverse impact or minimise its extent , with an action proportionate to the significance and scale of the adverse impact and to the contribution of the company’s conduct to the adverse impact. where necessary due to the fact that the adverse impact cannot be immediately brought to an end , companies should develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. companies should also seek to obtain contractual assurances from a direct business partner with whom they have an established business relationship that they will ensure compliance with the company’s code of conduct and , as necessary , a prevention action plan , including by seeking corresponding contractual assurances from its partners , to the extent that their activities are part of the company’s supply chain. the contractual assurances should be accompanied by the appropriate measures to verify compliance. finally , companies should also make investments aiming at ceasing or minimising the extent of adverse impact , provide targeted and proportionate support for smes , which are exempted from such due diligence or potential contractual fines with their larger business partners in this context , with which they have an established business relationship and collaborate with other entities , including , where relevant , to increase the company’s ability to bring the adverse impact to an end.


### (40) in order to reflect the full range of options for the company in cases where actual impacts could not be addressed by the described measures , this directive should also refer to the possibility for the company to seek to conclude a contract with the indirect business partner , with a view to achieving compliance with the company’s code of conduct or a corrective action plan , and conduct appropriate measures to verify compliance of the indirect business relationship with the contract. ### deleted


### (41) in order to ensure that bringing actual adverse impacts to an end or minimising them is effective , companies should prioritize engagement with business relationships in the value chain , instead of terminating the business relationship , as a last resort action after attempting at bringing actual adverse impacts to an end or minimising them without success. however , this directive should also , for cases where actual adverse impacts could not be brought to an end or adequately mitigated by the described measures , refer to the obligation for companies to refrain from entering into new or extending existing relations with the partner in question and , where the law governing their relations so entitles them to , to either temporarily suspend commercial relationships with the partner in question , while pursuing efforts to bring to an end or minimise the extent of the adverse impact , or terminate the business relationship with respect to the activities concerned , if the adverse impact is considered severe. in order to allow companies to fulfil that obligation , member states should provide for the availability of an option to terminate the business relationship in contracts governed by their laws. ### (41) in order to ensure that bringing actual adverse impacts to an end or minimising them is effective , companies should prioritize engagement with business relationships , instead of terminating the business relationship , as a last resort action after attempting at bringing actual adverse impacts to an end or minimising them without success. however , this directive should also , for cases where actual adverse impacts could not be brought to an end or adequately mitigated by the described measures , refer to the obligation for companies to refrain from entering into new or extending existing relations with the partner in question and , where the law governing their relations so entitles them to , to either temporarily suspend commercial relationships with the partner in question , while pursuing efforts to bring to an end or minimise the extent of the adverse impact , or terminate the business relationship with respect to the activities concerned , if the adverse impact is considered severe.


### (41) in order to ensure that bringing actual adverse impacts to an end or minimising them is effective , companies should prioritize engagement with business relationships in the value chain , instead of terminating the business relationship , as a last resort action after attempting at bringing actual adverse impacts to an end or minimising them without success. however , this directive should also , for cases where actual adverse impacts could not be brought to an end or adequately mitigated by the described measures , refer to the obligation for companies to refrain from entering into new or extending existing relations with the partner in question and , where the law governing their relations so entitles them to , to either temporarily suspend commercial relationships with the partner in question , while pursuing efforts to bring to an end or minimise the extent of the adverse impact , or terminate the business relationship with respect to the activities concerned , if the adverse impact is considered severe. in order to allow companies to fulfil that obligation , member states should provide for the availability of an option to terminate the business relationship in contracts governed by their laws. ### (41) in order to ensure that bringing actual adverse impacts to an end or minimising them is effective , companies should prioritize engagement with business relationships in the supply chain , instead of terminating the business relationship , as a last resort action after attempting at bringing actual adverse impacts to an end or minimising them without success. however , this directive should also , for cases where actual adverse impacts could not be brought to an end or adequately mitigated by the described measures , refer to the obligation for companies to refrain from entering into new or extending existing relations with the partner in question and , where the law governing their relations so entitles them to , to either temporarily suspend commercial relationships with the partner in question , while pursuing efforts to bring to an end or minimise the extent of the adverse impact , or terminate the business relationship with respect to the activities concerned , if the adverse impact is considered severe. in order to allow companies to fulfil that obligation , member states should provide for the availability of an option to terminate the business relationship in contracts governed by their laws.


### (42) companies should provide the possibility for persons and organisations to submit complaints directly to them in case of legitimate concerns regarding actual or potential human rights and environmental adverse impacts. organisations who could submit such complaints should include trade unions and other workers’ representatives representing individuals working in the value chain concerned and civil society organisations active in the areas related to the value chain concerned where they have knowledge about a potential or actual adverse impact. companies should establish a procedure for dealing with those complaints and inform workers , trade unions and other workers’ representatives , where relevant , about such processes. recourse to the complaints and remediation mechanism should not prevent the complainant from having recourse to judicial remedies. in accordance with international standards , complaints should be entitled to request from the company appropriate follow-up on the complaint and to meet with the company’s representatives at an appropriate level to discuss potential or actual severe adverse impacts that are the subject matter of the complaint. this access should not lead to unreasonable solicitations of companies. ### (42) companies should provide the possibility for persons and organisations directly and individually affected by a negative impact to submit complaints directly to them. recourse to the complaints and remediation mechanism should not prevent the complainant from having recourse to judicial remedies. in accordance with international standards , complaints should be entitled to request from the company appropriate follow-up on the complaint and to meet with the company’s representatives at an appropriate level to discuss potential or actual severe adverse impacts that are the subject matter of the complaint. this access should not lead to unreasonable solicitations of companies.


### (42) companies should provide the possibility for persons and organisations to submit complaints directly to them in case of legitimate concerns regarding actual or potential human rights and environmental adverse impacts. organisations who could submit such complaints should include trade unions and other workers’ representatives representing individuals working in the value chain concerned and civil society organisations active in the areas related to the value chain concerned where they have knowledge about a potential or actual adverse impact. companies should establish a procedure for dealing with those complaints and inform workers , trade unions and other workers’ representatives , where relevant , about such processes. recourse to the complaints and remediation mechanism should not prevent the complainant from having recourse to judicial remedies. in accordance with international standards , complaints should be entitled to request from the company appropriate follow-up on the complaint and to meet with the company’s representatives at an appropriate level to discuss potential or actual severe adverse impacts that are the subject matter of the complaint. this access should not lead to unreasonable solicitations of companies. ### (42) companies should provide the possibility for persons and organisations to submit complaints directly to them in case of legitimate concerns regarding actual or , based on the state of knowledge , foreseeable human rights and environmental adverse impacts. organisations who could submit such complaints should include trade unions and other workers’ representatives representing individuals working in the value chain concerned and civil society organisations active in the areas related to the value chain concerned where they have knowledge about a potential or actual adverse impact. companies should establish a procedure for dealing with those complaints and inform workers , trade unions and other workers’ representatives , where relevant , about such processes. recourse to the complaints and remediation mechanism should not prevent the complainant from having recourse to judicial remedies. in accordance with international standards , complaints should be entitled to request from the company appropriate follow-up on the complaint and to meet with the company’s representatives at an appropriate level to discuss foreseeable , based on the state of knowledge , or actual severe adverse impacts that are the subject matter of the complaint. this access should not lead to unreasonable solicitations of companies.


### (42) companies should provide the possibility for persons and organisations to submit complaints directly to them in case of legitimate concerns regarding actual or potential human rights and environmental adverse impacts. organisations who could submit such complaints should include trade unions and other workers’ representatives representing individuals working in the value chain concerned and civil society organisations active in the areas related to the value chain concerned where they have knowledge about a potential or actual adverse impact. companies should establish a procedure for dealing with those complaints and inform workers , trade unions and other workers’ representatives , where relevant , about such processes. recourse to the complaints and remediation mechanism should not prevent the complainant from having recourse to judicial remedies. in accordance with international standards , complaints should be entitled to request from the company appropriate follow-up on the complaint and to meet with the company’s representatives at an appropriate level to discuss potential or actual severe adverse impacts that are the subject matter of the complaint. this access should not lead to unreasonable solicitations of companies. ### (42) companies should provide the possibility for persons and organisations to submit complaints directly to them in case of legitimate concerns regarding actual or potential human rights and environmental adverse impacts. organisations who could submit such complaints should include trade unions and other workers’ representatives representing individuals working in the supply chain concerned and civil society organisations active in the areas related to the supply chain concerned where they have knowledge about a potential or actual adverse impact. companies should establish a procedure for dealing with those complaints and inform workers , trade unions and other workers’ representatives , where relevant , about such processes. recourse to the complaints and remediation mechanism should not prevent the complainant from having recourse to judicial remedies. in accordance with international standards , complaints should be entitled to request from the company appropriate follow-up on the complaint and to meet with the company’s representatives at an appropriate level to discuss potential or actual severe adverse impacts that are the subject matter of the complaint. this access should not lead to unreasonable solicitations of companies.


### (43) companies should monitor the implementation and effectiveness of their due diligence measures. they should carry out periodic assessments of their own operations , those of their subsidiaries and , where related to the value chains of the company , those of their established business relationships , to monitor the effectiveness of the identification , prevention , minimisation , bringing to an end and mitigation of human rights and environmental adverse impacts. such assessments should verify that adverse impacts are properly identified , due diligence measures are implemented and adverse impacts have actually been prevented or brought to an end. in order to ensure that such assessments are up-to-date , they should be carried out at least every 12 months and be revised in-between if there are reasonable grounds to believe that significant new risks of adverse impact could have arisen. ### (43) companies should monitor the implementation and effectiveness of their due diligence measures. they should carry out periodic assessments of their own operations , those of their subsidiaries and , where related to the first link of their supply chain , those of their established business relationships , to monitor the effectiveness of the identification , prevention , minimisation , bringing to an end and mitigation of human rights and environmental adverse impacts. such assessments should verify that adverse impacts are properly identified , due diligence measures are implemented and adverse impacts have actually been prevented or brought to an end. in order to ensure that such assessments are up-to-date , they should be carried out at least every 12 months and be revised in-between if there are reasonable grounds to believe that significant new risks of adverse impact could have arisen.


### (43) companies should monitor the implementation and effectiveness of their due diligence measures. they should carry out periodic assessments of their own operations , those of their subsidiaries and , where related to the value chains of the company , those of their established business relationships , to monitor the effectiveness of the identification , prevention , minimisation , bringing to an end and mitigation of human rights and environmental adverse impacts. such assessments should verify that adverse impacts are properly identified , due diligence measures are implemented and adverse impacts have actually been prevented or brought to an end. in order to ensure that such assessments are up-to-date , they should be carried out at least every 12 months and be revised in-between if there are reasonable grounds to believe that significant new risks of adverse impact could have arisen. ### (43) companies should monitor the implementation and effectiveness of their due diligence measures. they should carry out periodic assessments of their own operations and those of their subsidiaries , to monitor the effectiveness of the identification , prevention , minimisation , bringing to an end and mitigation of human rights and environmental adverse impacts. such assessments should verify that adverse impacts are properly identified , due diligence measures are implemented and adverse impacts have actually been prevented or brought to an end. in order to ensure that such assessments are up-to-date , they should be carried out at least every 12 months and be revised in-between if there are reasonable grounds to believe that significant new risks of adverse impact could have arisen.


### (43) companies should monitor the implementation and effectiveness of their due diligence measures. they should carry out periodic assessments of their own operations , those of their subsidiaries and , where related to the value chains of the company , those of their established business relationships , to monitor the effectiveness of the identification , prevention , minimisation , bringing to an end and mitigation of human rights and environmental adverse impacts. such assessments should verify that adverse impacts are properly identified , due diligence measures are implemented and adverse impacts have actually been prevented or brought to an end. in order to ensure that such assessments are up-to-date , they should be carried out at least every 12 months and be revised in-between if there are reasonable grounds to believe that significant new risks of adverse impact could have arisen. ### (43) companies should monitor the implementation and effectiveness of their due diligence measures. they should carry out periodic assessments of their own operations , those of their subsidiaries and , where related to the value chains of the company , those of their established business relationships , to monitor the effectiveness of the identification , prevention , minimisation , bringing to an end and mitigation of human rights and environmental adverse impacts. such assessments should verify that adverse impacts are properly identified , due diligence measures are implemented and adverse impacts have actually been prevented or brought to an end. in order to ensure that such assessments are up-to-date , they should be carried out at least every 12 months and be revised in-between if there are reasonable grounds to believe that significant new risks of adverse impact could have arisen. the assessment should not create excessive financial burdens for smes , for which a system of checks based on self-declarations or pre-set forms could be foreseen.


### (43) companies should monitor the implementation and effectiveness of their due diligence measures. they should carry out periodic assessments of their own operations , those of their subsidiaries and , where related to the value chains of the company , those of their established business relationships , to monitor the effectiveness of the identification , prevention , minimisation , bringing to an end and mitigation of human rights and environmental adverse impacts. such assessments should verify that adverse impacts are properly identified , due diligence measures are implemented and adverse impacts have actually been prevented or brought to an end. in order to ensure that such assessments are up-to-date , they should be carried out at least every 12 months and be revised in-between if there are reasonable grounds to believe that significant new risks of adverse impact could have arisen. ### (43) companies should monitor the implementation and effectiveness of their due diligence measures. they should carry out periodic assessments of their own operations , those of their subsidiaries and , where related to the supply chains of the company , those of their established business relationships , to monitor the effectiveness of the identification , prevention , minimisation , bringing to an end and mitigation of human rights and environmental adverse impacts. such assessments should verify that adverse impacts are properly identified , due diligence measures are implemented and adverse impacts have actually been prevented or brought to an end. in order to ensure that such assessments are up-to-date , they should be carried out at least every 12 months and be revised in-between if there are reasonable grounds to believe that significant new risks of adverse impact could have arisen.


### (44) like in the existing international standards set by the united nations guiding principles on business and human rights and the oecd framework , it forms part of the due diligence requirement to communicate externally relevant information on due diligence policies , processes and activities conducted to identify and address actual or potential adverse impacts , including the findings and outcomes of those activities. the proposal to amend directive 2013/34/eu as regards corporate sustainability reporting sets out relevant reporting obligations for the companies covered by this directive. in order to avoid duplicating reporting obligations , this directive should therefore not introduce any new reporting obligations in addition to those under directive 2013/34/eu for the companies covered by that directive as well as the reporting standards that should be developed under it. as regards companies that are within the scope of this directive , but do not fall under directive 2013/34/eu , in order to comply with their obligation of communicating as part of the due diligence under this directive , they should publish on their website an annual statement in a language customary in the sphere of international business. ### (44) like in the existing international standards set by the united nations guiding principles on business and human rights and the oecd framework , it forms part of the due diligence requirement to communicate externally relevant information on due diligence policies , processes and activities conducted to identify and address actual adverse impacts or impacts that could be anticipated in line with existing knowledge , including the findings and outcomes of those activities. the proposal to amend directive 2013/34/eu as regards corporate sustainability reporting sets out relevant reporting obligations for the companies covered by this directive. in order to avoid duplicating reporting obligations , this directive should therefore not introduce any new reporting obligations in addition to those under directive 2013/34/eu for the companies covered by that directive as well as the reporting standards that should be developed under it. as regards companies that are within the scope of this directive , but do not fall under directive 2013/34/eu , in order to comply with their obligation of communicating as part of the due diligence under this directive , they should publish on their website an annual statement in a language customary in the sphere of international business.


### (45) in order to facilitate companies’ compliance with their due diligence requirements through their value chain and limiting shifting compliance burden on sme business partners , the commission should provide guidance on model contractual clauses. ### (45) in order to facilitate companies’ compliance with their due diligence requirements and limit shifting compliance burden on sme business partners , the commission should provide guidance on model contractual clauses. in so doing , it should develop model contracts in close collaboration with industry , in particular with smes.


### (45) in order to facilitate companies’ compliance with their due diligence requirements through their value chain and limiting shifting compliance burden on sme business partners , the commission should provide guidance on model contractual clauses. ### (45) in order to facilitate companies’ compliance with their due diligence requirements through their value chain , the commission should provide guidance on model contractual clauses.


### (45) in order to facilitate companies’ compliance with their due diligence requirements through their value chain and limiting shifting compliance burden on sme business partners , the commission should provide guidance on model contractual clauses. ### (45) in order to facilitate companies’ compliance with their due diligence requirements through their supply chain and limiting shifting compliance burden on sme business partners , the commission should provide guidance on model contractual clauses.


### (46) in order to provide support and practical tools to companies or to member state authorities on how companies should fulfil their due diligence obligations , the commission , using relevant international guidelines and standards as a reference , and in consultation with member states and stakeholders , the european union agency for fundamental rights , the european environment agency , and where appropriate with international bodies having expertise in due diligence , should have the possibility to issue guidelines , including for specific sectors or specific adverse impacts. ### (46) in order to provide support and practical tools to companies or to member state authorities on how companies should fulfil their due diligence obligations , the commission , using relevant international guidelines and standards as a reference , and in consultation with member states , industry and relevant stakeholders , the european union agency for fundamental rights , the european environment agency , and where appropriate with international bodies having expertise in due diligence , should issue guidelines , including for specific sectors or specific adverse impacts and paying particular attention to smes.


### (47) although smes are not included in the scope of this directive , they could be impacted by its provisions as contractors or subcontractors to the companies which are in the scope. the aim is nevertheless to mitigate financial or administrative burden on smes , many of which are already struggling in the context of the global economic and sanitary crisis. in order to support smes , member states should set up and operate , either individually or jointly , dedicated websites , portals or platforms , and member states could also financially support smes and help them build capacity. such support should also be made accessible , and where necessary adapted and extended to upstream economic operators in third countries. companies whose business partner is an sme are also encouraged to support them to comply with due diligence measures , in case such requirements would jeopardise the viability of the sme , and use fair , reasonable , non-discriminatory and proportionate requirements vis-a-vis the smes. ### (47) although smes are not included in the scope of this directive , they could be impacted by its provisions as contractors or subcontractors to the companies which are in the scope. the aim is nevertheless to mitigate financial or administrative burden on smes , many of which are already struggling in the context of the global economic and sanitary crisis. in order to support smes , member states should set up and operate , either individually or jointly , dedicated websites , portals or platforms , and member states could also financially support smes and help them build capacity. the member states should provide for at least one unique help desk in order to inform and support companies , in particular smes. the commission should coordinate the member state initiatives and provide a unique portal which is simple to consult in all official languages of the eu. the commission should also provide for adequate information on the human rights and environmental situation globally on this portal , paying particular attention to high-impact sectors. such support can also be made accessible , and where necessary adapted and extended to upstream economic operators in third countries. companies whose business partner is an sme should also be encouraged to support this sme to comply with due diligence measures and use fair , reasonable , non-discriminatory and proportionate requirements vis-a-vis the smes.


### (47) although smes are not included in the scope of this directive , they could be impacted by its provisions as contractors or subcontractors to the companies which are in the scope. the aim is nevertheless to mitigate financial or administrative burden on smes , many of which are already struggling in the context of the global economic and sanitary crisis. in order to support smes , member states should set up and operate , either individually or jointly , dedicated websites , portals or platforms , and member states could also financially support smes and help them build capacity. such support should also be made accessible , and where necessary adapted and extended to upstream economic operators in third countries. companies whose business partner is an sme , are also encouraged to support them to comply with due diligence measures , in case such requirements would jeopardize the viability of the sme and use fair , reasonable , non-discriminatory and proportionate requirements vis-a-vis the smes. ### (47) although smes are not included in the scope of this directive , they could be impacted by its provisions as contractors to the companies which are in the scope. the aim is nevertheless to mitigate financial or administrative burden on smes , many of which are already struggling in the context of the global economic and sanitary crisis. in order to support smes , member states should set up and operate , either individually or jointly , dedicated websites , portals or platforms , and member states could also financially support smes and help them build capacity. such support should also be made accessible , and where necessary adapted and extended to upstream economic operators in third countries.


### (47) although smes are not included in the scope of this directive , they could be impacted by its provisions as contractors or subcontractors to the companies which are in the scope. the aim is nevertheless to mitigate financial or administrative burden on smes , many of which are already struggling in the context of the global economic and sanitary crisis. in order to support smes , member states should set up and operate , either individually or jointly , dedicated websites , portals or platforms , and member states could also financially support smes and help them build capacity. such support should also be made accessible , and where necessary adapted and extended to upstream economic operators in third countries. companies whose business partner is an sme , are also encouraged to support them to comply with due diligence measures , in case such requirements would jeopardize the viability of the sme and use fair , reasonable , non-discriminatory and proportionate requirements vis-a-vis the smes. ### (47) smes are not included in the scope of this directive and are explicitly exempted from conducting such due diligence as well as in this context from contractual fines with their larger business partners. the aim is nevertheless to mitigate financial or administrative burden on smes , many of which are already struggling in the context of the global economic and sanitary crisis. in order to support smes , member states should set up and operate , either individually or jointly , dedicated websites , portals or platforms , and member states could also financially support smes and help them build capacity. such support should also be made accessible , and where necessary adapted and extended to upstream economic operators in third countries. companies whose business partner is an sme , are also encouraged to support them to comply with due diligence measures , in case such requirements would jeopardize the viability of the sme and use fair , reasonable , non-discriminatory and proportionate requirements vis-a-vis the smes.


### (48) in order to complement member state support to smes , the commission may build on existing eu tools , projects and other actions helping with the due diligence implementation in the eu and in third countries. it may set up new support measures that provide help to companies , including smes on due diligence requirements , including an observatory for value chain transparency and the facilitation of joint stakeholder initiatives. ### (48) in order to complement member state support to smes , the commission may build on existing eu tools , projects and other actions helping with the due diligence implementation in the eu and in third countries. it may set up new support measures that provide help to companies , including smes on due diligence requirements , including an observatory for supply chain transparency and the facilitation of joint stakeholder initiatives.


### (50) in order to ensure that this directive effectively contributes to combating climate change , companies should adopt a plan to ensure that the business model and strategy of the company are compatible with the transition to a sustainable economy and with the limiting of global warming to 1.5 °c in line with the paris agreement. in case climate is or should have been identified as a principal risk for or a principal impact of the company’s operations , the company should include emissions reduction objectives in its plan. ### deleted


### (50) in order to ensure that this directive effectively contributes to combating climate change , companies should adopt a plan to ensure that the business model and strategy of the company are compatible with the transition to a sustainable economy and with the limiting of global warming to 1.5 °c in line with the paris agreement. in case climate is or should have been identified as a principal risk for or a principal impact of the company’s operations , the company should include emissions reduction objectives in its plan. ### (50) in order to ensure that this directive effectively contributes to combating climate change , companies should adopt a plan to ensure that the business model and strategy of the company are compatible with the transition to a sustainable economy and with the limiting of global warming to well below 2 °c aiming at 1.5 °c in line with the paris agreement. in case climate is or should have been identified as a principal risk for or a principal impact of the company’s operations , the company should include emissions reduction objectives in its plan.


### (51) with a view to ensue that such emission reduction plan is properly implemented and embedded in the financial incentives of directors , the plan should be duly taken into account when setting directors’ variable remuneration , if variable remuneration is linked to the contribution of a director to the company’s business strategy and long-term interests and sustainability. ### deleted


### (51) with a view to ensure that such emission reduction plan is properly implemented and embedded in the financial incentives of directors , the plan should be duly taken into account when setting directors’ variable remuneration , if variable remuneration is linked to the contribution of a director to the company’s business strategy and long-term interests and sustainability. ### deleted


### (53) in order to ensure the monitoring of the correct implementation of companies’ due diligence obligations and ensure the proper enforcement of this directive , member states should designate one or more national supervisory authorities. these supervisory authorities should be of a public nature , independent from the companies falling within the scope of this directive or other market interests , and free of conflicts of interest. in accordance with national law , member states should ensure appropriate financing of the competent authority. they should be entitled to carry out investigations , on their own initiative or based on complaints or substantiated concerns raised under this directive. where competent authorities under sectoral legislation exist , member states could identify those as responsible for the application of this directive in their areas of competence. they could designate authorities for the supervision of regulated financial undertaking also as supervisory authorities for the purposes of this directive. ### (53) in order to ensure the monitoring of the correct implementation of companies’ due diligence obligations , member states should designate one or more national supervisory authorities. these supervisory authorities should be of a public nature , independent from the companies falling within the scope of this directive or other market interests , and free of conflicts of interest. in accordance with national law , member states should ensure appropriate financing of the competent authority. they should be entitled to carry out investigations , on their own initiative or based on complaints or substantiated concerns raised under this directive. where competent authorities under sectoral legislation exist , member states could identify those as responsible for the application of this directive in their areas of competence.


### (56) in order to ensure effective compensation of victims of adverse impacts , member states should be required to lay down rules governing the civil liability of companies for damages arising due to its failure to comply with the due diligence process. the company should be liable for damages if they failed to comply with the obligations to prevent and mitigate potential adverse impacts or to bring actual impacts to an end and minimise their extent , and as a result of this failure an adverse impact that should have been identified , prevented , mitigated , brought to an end or its extent minimised through the appropriate measures occurred and led to damage. ### (56) in order to ensure effective compensation of victims of adverse impacts , member states should be required to lay down rules governing the civil liability of companies for damages caused by the company’s own actions. the three classic conditions for civil liability should be respected , namely fault , damages and causal connection.


### (56) in order to ensure effective compensation of victims of adverse impacts , member states should be required to lay down rules governing the civil liability of companies for damages arising due to its failure to comply with the due diligence process. the company should be liable for damages if they failed to comply with the obligations to prevent and mitigate potential adverse impacts or to bring actual impacts to an end and minimise their extent , and as a result of this failure an adverse impact that should have been identified , prevented , mitigated , brought to an end or its extent minimised through the appropriate measures occurred and led to damage. ### (56) in order to ensure effective compensation of victims of adverse impacts , member states should be required to lay down rules governing the civil liability of companies for damages arising due to its failure to comply with the due diligence process. the company should be liable for damages if they failed to comply with the obligations laid down in this directive , and as a result of this failure an adverse impact that should have been identified , prevented , mitigated , brought to an end or its extent minimised through the appropriate measures occurred and led to damage.


### (56) in order to ensure effective compensation of victims of adverse impacts , member states should be required to lay down rules governing the civil liability of companies for damages arising due to its failure to comply with the due diligence process. the company should be liable for damages if they failed to comply with the obligations to prevent and mitigate potential adverse impacts or to bring actual impacts to an end and minimise their extent , and as a result of this failure an adverse impact that should have been identified , prevented , mitigated , brought to an end or its extent minimised through the appropriate measures occurred and led to damage. ### (56) in order to ensure effective compensation of victims of adverse impacts , member states should be required to lay down rules governing the civil liability of companies for damages arising due to its failure to comply with the due diligence process. the company should be liable for damages if they failed to comply with the obligations to prevent and mitigate adverse impacts that could be anticipated in line with existing knowledge or to bring actual impacts to an end and minimise their extent , and as a result of this failure an adverse impact that should have been identified , prevented , mitigated , brought to an end or its extent minimised through the appropriate measures occurred and led to damage.


### (57) as regards damages occurring at the level of established indirect business relationships , the liability of the company should be subject to specific conditions. the company should not be liable if it carried out specific due diligence measures. however , it should not be exonerated from liability through implementing such measures in case it was unreasonable to expect that the action actually taken , including as regards verifying compliance , would be adequate to prevent , mitigate , bring to an end or minimise the adverse impact. in addition , in the assessment of the existence and extent of liability , due account is to be taken of the company’s efforts , insofar as they relate directly to the damage in question , to comply with any remedial action required of them by a supervisory authority , any investments made and any targeted support provided as well as any collaboration with other entities to address adverse impacts in its value chains. ### deleted


### (57) as regards damages occurring at the level of established indirect business relationships , the liability of the company should be subject to specific conditions. the company should not be liable if it carried out specific due diligence measures. however , it should not be exonerated from liability through implementing such measures in case it was unreasonable to expect that the action actually taken , including as regards verifying compliance , would be adequate to prevent , mitigate , bring to an end or minimise the adverse impact. in addition , in the assessment of the existence and extent of liability , due account is to be taken of the company’s efforts , insofar as they relate directly to the damage in question , to comply with any remedial action required of them by a supervisory authority , any investments made and any targeted support provided as well as any collaboration with other entities to address adverse impacts in its value chains. ### (57) as regards damages occurring at the level of established indirect business relationships , the liability of the company should be subject to specific conditions. the company should not be liable if it carried out specific due diligence measures. however , it should not be exonerated from liability through implementing such measures in case it was unreasonable to expect that the action actually taken , including as regards verifying compliance , would be adequate to prevent , mitigate , bring to an end or minimise the adverse impact. in addition , in the assessment of the existence and extent of liability , due account is to be taken of the company’s efforts , insofar as they relate directly to the damage in question , to comply with any remedial action required of them by a supervisory authority , any investments made and any targeted support provided as well as any collaboration with other entities to address adverse impacts in its supply chains.


### (58) the liability regime does not regulate who should prove that the company’s action was reasonably adequate under the circumstances of the case , therefore this question is left to national law. ### (58) this directive does not regulate the burden of proof on civil liability.


### (58) the liability regime does not regulate who should prove that the company’s action was reasonably adequate under the circumstances of the case , therefore this question is left to national law. ### (58) the liability regime does not regulate how a company's failure to act should be proved , therefore this question is left to national law.


### (59) as regards civil liability rules , the civil liability of a company for damages arising due to its failure to carry out adequate due diligence should be without prejudice to civil liability of its subsidiaries or the respective civil liability of direct and indirect business partners in the value chain. also , the civil liability rules under this directive should be without prejudice to union or national rules on civil liability related to adverse human rights impacts or to adverse environmental impacts that provide for liability in situations not covered by or providing for stricter liability than this directive. ### (59) as regards civil liability rules , the civil liability of a company for damages should be without prejudice to civil liability of its subsidiaries or the respective civil liability of direct and indirect business partners in the value chain. also , the civil liability rules under this directive should be without prejudice to union or national rules on civil liability related to adverse human rights impacts or to adverse environmental impacts that provide for liability in situations not covered by this directive.


### (59) as regards civil liability rules , the civil liability of a company for damages arising due to its failure to carry out adequate due diligence should be without prejudice to civil liability of its subsidiaries or the respective civil liability of direct and indirect business partners in the value chain. also , the civil liability rules under this directive should be without prejudice to union or national rules on civil liability related to adverse human rights impacts or to adverse environmental impacts that provide for liability in situations not covered by or providing for stricter liability than this directive. ### (59) as regards civil liability rules , the civil liability of a company for damages arising due to its failure to carry out adequate due diligence should be without prejudice to civil liability of its subsidiaries or the respective civil liability of direct business partners in the value chain. also , the civil liability rules under this directive should be without prejudice to union or national rules on civil liability related to adverse human rights impacts or to adverse environmental impacts that provide for liability in situations not covered by or providing for stricter liability than this directive.


### (59) as regards civil liability rules , the civil liability of a company for damages arising due to its failure to carry out adequate due diligence should be without prejudice to civil liability of its subsidiaries or the respective civil liability of direct and indirect business partners in the value chain. also , the civil liability rules under this directive should be without prejudice to union or national rules on civil liability related to adverse human rights impacts or to adverse environmental impacts that provide for liability in situations not covered by or providing for stricter liability than this directive. ### (59) as regards civil liability rules , the civil liability of a company for damages arising due to its failure to carry out adequate due diligence should be without prejudice to civil liability of its subsidiaries or the respective civil liability of direct and indirect business partners in the supply chain. also , the civil liability rules under this directive should be without prejudice to union or national rules on civil liability related to adverse human rights impacts or to adverse environmental impacts that provide for liability in situations not covered by or providing for stricter liability than this directive.


### (61) in order to ensure that victims of human rights and environmental harms can bring an action for damages and claim compensation for damages arising due to a company’s failure to comply with the due diligence obligations stemming from this directive , even where the law applicable to such claims is not the law of a member state , as could be for instance be the case in accordance with international private law rules when the damage occurs in a third country , this directive should require member states to ensure that the liability provided for in provisions of national law transposing this article is of overriding mandatory application in cases where the law applicable to claims to that effect is not the law of a member state. ### deleted


### (62) the civil liability regime under this directive should be without prejudice to the environmental liability directive 2004/35/ec. this directive should not prevent member states from imposing further , more stringent obligations on companies or from otherwise taking further measures having the same objectives as that directive. ### (62) the civil liability regime under this directive should be without prejudice to the environmental liability directive 2004/35/ec.


### (63) in all member states’ national laws , directors owe a duty of care to the company. in order to ensure that this general duty is understood and applied in a manner which is coherent and consistent with the due diligence obligations introduced by this directive and that directors systematically take into account sustainability matters in their decisions , this directive should clarify , in a harmonised manner , the general duty of care of directors to act in the best interest of the company , by laying down that directors take into account the sustainability matters as referred to in directive 2013/34/eu , including , where applicable , human rights , climate change and environmental consequences , including in the short , medium and long term horizons. such clarification does not require changing existing national corporate structures. ### deleted


### (64) responsibility for due diligence should be assigned to the company’s directors , in line with the international due diligence frameworks. directors should therefore be responsible for putting in place and overseeing the due diligence actions as laid down in this directive and for adopting the company’s due diligence policy , taking into account the input of stakeholders and civil society organisations and integrating due diligence into corporate management systems. directors should also adapt the corporate strategy to actual and potential impacts identified and any due diligence measures taken. ### deleted


### (64) responsibility for due diligence should be assigned to the company’s directors , in line with the international due diligence frameworks. directors should therefore be responsible for putting in place and overseeing the due diligence actions as laid down in this directive and for adopting the company’s due diligence policy , taking into account the input of stakeholders and civil society organisations and integrating due diligence into corporate management systems. directors should also adapt the corporate strategy to actual and potential impacts identified and any due diligence measures taken. ### (64) responsibility for due diligence should be assigned to the company’s directors , in line with the international due diligence frameworks. directors should therefore be responsible for putting in place and overseeing the due diligence actions as laid down in this directive and for adopting the company’s due diligence policy , integrating due diligence into corporate management systems. directors should also adapt the corporate strategy to actual and potential impacts identified and any due diligence measures taken.


### (64) responsibility for due diligence should be assigned to the company’s directors , in line with the international due diligence frameworks. directors should therefore be responsible for putting in place and overseeing the due diligence actions as laid down in this directive and for adopting the company’s due diligence policy , taking into account the input of stakeholders and civil society organisations and integrating due diligence into corporate management systems. directors should also adapt the corporate strategy to actual and potential impacts identified and any due diligence measures taken. ### (64) responsibility for due diligence should be assigned to the company’s directors , in line with the international due diligence frameworks. directors should therefore be responsible for putting in place and overseeing the due diligence actions as laid down in this directive and for adopting the company’s due diligence policy , taking into account the input of stakeholders and civil society organisations and integrating due diligence into corporate management systems. directors should also adapt the corporate strategy to actual impacts and impacts that could be anticipated in line with existing knowledge and any due diligence measures taken.


### (65) persons who work for companies subject to due diligence obligations under this directive or who are in contact with such companies in the context of their work-related activities can play a key role in exposing breaches of the rules of this directive. they can thus contribute to preventing and deterring such breaches and strengthening the enforcement of this directive. directive (eu) 2019/1937 of the european parliament and of the council106should therefore apply to the reporting of all breaches of this directive and to the protection of persons reporting such breaches. ### deleted


### (71) the objective of this directive , namely better exploiting the potential of the single market to contribute to the transition to a sustainable economy and contributing to sustainable development through the prevention and mitigation of potential or actual human rights and environmental adverse impacts in companies’ value chains , cannot be sufficiently achieved by the member states acting individually or in an uncoordinated manner , but can rather , by reason of the scale and effects of the actions , be better achieved at union level. in particular , addressed problems and their causes are of a transnational dimension , as many companies are operating union wide or globally and value chains expand to other member states and to third countries. moreover , individual member states’ measures risk being ineffective and lead to fragmentation of the internal market. therefore , the union may adopt measures , in accordance with the principle of subsidiarity as set out in article 5 teu. in accordance with the principle of proportionality , as set out in that article , this directive does not go beyond what is necessary in order to achieve that objective. ### (71) the objective of this directive , namely better exploiting the potential of the single market to contribute to the transition to a sustainable economy and contributing to sustainable development through the prevention and mitigation of potential or actual human rights and environmental adverse impacts in companies’ value chains , cannot be sufficiently achieved by the member states acting individually or in an uncoordinated manner , but can rather , by reason of the scale and effects of the actions , be better achieved at union level. in particular , addressed problems and their causes are of a transnational dimension , as many companies are operating union wide or globally and value chains expand to other member states and to third countries. moreover , individual member states’ measures risk being ineffective. therefore , the union may adopt measures , in accordance with the principle of subsidiarity as set out in article 5 teu. in accordance with the principle of proportionality , as set out in that article , this directive does not go beyond what is necessary in order to achieve that objective.


### (71) the objective of this directive , namely better exploiting the potential of the single market to contribute to the transition to a sustainable economy and contributing to sustainable development through the prevention and mitigation of potential or actual human rights and environmental adverse impacts in companies’ value chains , cannot be sufficiently achieved by the member states acting individually or in an uncoordinated manner , but can rather , by reason of the scale and effects of the actions , be better achieved at union level. in particular , addressed problems and their causes are of a transnational dimension , as many companies are operating union wide or globally and value chains expand to other member states and to third countries. moreover , individual member states’ measures risk being ineffective and lead to fragmentation of the internal market. therefore , the union may adopt measures , in accordance with the principle of subsidiarity as set out in article 5 teu. in accordance with the principle of proportionality , as set out in that article , this directive does not go beyond what is necessary in order to achieve that objective. ### (71) the objective of this directive , namely better exploiting the potential of the single market to contribute to the transition to a sustainable economy and contributing to sustainable development through the prevention and mitigation of actual human rights and environmental adverse impacts , or such impacts that could be anticipated in line with existing knowledge , in companies’ value chains , cannot be sufficiently achieved by the member states acting individually or in an uncoordinated manner , but can rather , by reason of the scale and effects of the actions , be better achieved at union level. in particular , addressed problems and their causes are of a transnational dimension , as many companies are operating union wide or globally and value chains expand to other member states and to third countries. moreover , individual member states’ measures risk being ineffective and lead to fragmentation of the internal market. therefore , the union may adopt measures , in accordance with the principle of subsidiarity as set out in article 5 teu. in accordance with the principle of proportionality , as set out in that article , this directive does not go beyond what is necessary in order to achieve that objective.


### on obligations for companies regarding actual and potential human rights adverse impacts and environmental adverse impacts , with respect to their own operations , the operations of their subsidiaries , and the value chain operations carried out by entities with whom the company has an established business relationship and ### on obligations for companies regarding actual and potential human rights adverse impacts and environmental adverse impacts , with respect to their own operations , the operations of their subsidiaries , and the first link of their supply chain operations carried out by entities with whom the company has an established business relationship and


### on obligations for companies regarding actual and potential human rights adverse impacts and environmental adverse impacts , with respect to their own operations , the operations of their subsidiaries , and the value chain operations carried out by entities with whom the company has an established business relationship and ### on obligations for companies regarding actual and potential human rights adverse impacts and environmental adverse impacts , with respect to their own operations and the operations of their subsidiaries , and


### on obligations for companies regarding actual and potential human rights adverse impacts and environmental adverse impacts , with respect to their own operations , the operations of their subsidiaries , and the value chain operations carried out by entities with whom the company has an established business relationship and ### on obligations for companies regarding actual and potential human rights adverse impacts and environmental adverse impacts , with respect to their own operations , the operations of their subsidiaries , and the value chain operations carried out by entities with whom the company has a business relationship and


### on obligations for companies regarding actual and potential human rights adverse impacts and environmental adverse impacts with respect to their own operations , the operations of their subsidiaries , and the value chain operations carried out by entities with whom the company has an established business relationship and ### on obligations for companies regarding actual adverse impacts , or such impacts that could be anticipated in line with existing knowledge , on the fundamental rights enshrined in the eu charter of fundamental rights , especially the rights of the child and the prohibition of child labour , and on the environment of the operations linked to their sole or main corporate purposes and the operations of their subsidiaries.


### on obligations for companies regarding actual and potential human rights adverse impacts and environmental adverse impacts , with respect to their own operations , the operations of their subsidiaries , and the value chain operations carried out by entities with whom the company has an established business relationship and ### on obligations for companies regarding actual adverse impacts , or such impacts that could be anticipated in line with existing knowledge , on the fundamental rights enshrined in the eu charter of fundamental rights , especially the rights of the child and the prohibition of child labour , and on the environment of the operations linked to their sole or main corporate purposes , the operations of their subsidiaries , and the supply chain operations carried out by entities with whom the company has a direct contractual relationship


### on obligations for companies regarding actual and potential human rights adverse impacts and environmental adverse impacts , with respect to their own operations , the operations of their subsidiaries , and the value chain operations carried out by entities with whom the company has an established business relationship and ### on obligations for companies regarding actual and potential human rights adverse impacts and environmental adverse impacts , with respect to their own operations , the operations of their subsidiaries , and the supply chain operations carried out by entities with whom the company has an established business relationship and


### the nature of business relationships as ‘established’ shall be reassessed periodically , and at least every 12 months. ### deleted


### the nature of business relationships as ‘established’ shall be reassessed periodically , and at least every 12 months. ### the nature of business relationships as ‘established’ shall be reassessed every three years.


### 2. this directive shall not constitute grounds for reducing the level of protection of human rights or of protection of the environment or the protection of the climate provided for by the law of member states at the time of the adoption of this directive. ### 2. this directive shall not constitute grounds for reducing the level of protection of human rights or of protection of the environment or the protection of the climate provided for by the law of member states at the time of the adoption of this directive. subsequent to the adoption of this directive , member states shall not introduce in their national law provisions that create obligations diverging from those laid down in this directive. if members states have already laws in place that contains diverging from those laid down in this directive they shall adapt the aforementioned laws.


### the company had more than 500 employees on average and had a net worldwide turnover of more than eur 150 million in the last financial year for which annual financial statements have been prepared; ### the company had more than 500 employees on average and had a net turnover in the union of more than eur 150 million in the last financial year for which annual financial statements have been prepared;


### the company had more than 500 employees on average and had a net worldwide turnover of more than eur 150 million in the last financial year for which annual financial statements have been prepared; ### the company had more than 2500 employees on average in the member state and had a net turnover of more than eur 150 million in the last financial year for which annual financial statements have been prepared;


### the company did not reach the thresholds under point (a) , but had more than 250 employees on average and had a net worldwide turnover of more than eur 40 million in the last financial year for which annual financial statements have been prepared , provided that at least 50% of this net turnover was generated in one or more of the following sectors: ### deleted


### the company did not reach the thresholds under point (a) , but had more than 250 employees on average and had a net worldwide turnover of more than eur 40 million in the last financial year for which annual financial statements have been prepared , provided that at least 50% of this net turnover was generated in one or more of the following sectors: ### the company did not reach the thresholds under point (a) , but had more than 250 employees on average and had a net turnover in the union of more than eur 40 million in the last financial year for which annual financial statements have been prepared , provided that at least 50% of this net turnover was generated in one or more of the high-risk parts of the following sectors:


### the company did not reach the thresholds under point (a) , but had more than 250 employees on average and had a net worldwide turnover of more than eur 40 million in the last financial year for which annual financial statements have been prepared , provided that at least 50% of this net turnover was generated in one or more of the following sectors: ### the company did not reach the thresholds under point (a) , but had more than 250 employees on average and had a net worldwide turnover of more than eur 50 million in the last financial year for which annual financial statements have been prepared , provided that at least eur 25 million was generated in one or more of the following sectors associated with the applicable statistical classification of economic activities established by regulation (ec) no 1893/2006 and listed in its annex ii:


### the company did not reach the thresholds under point (a) , but had more than 250 employees on average and had a net worldwide turnover of more than eur 40 million in the last financial year for which annual financial statements have been prepared , provided that at least 50% of this net turnover was generated in one or more of the following sectors: ### a simplified due diligence reporting obligation applies to the company that did not reach the thresholds under point (a) , but had more than 250 employees on average and had a net worldwide turnover of more than eur 40 million in the last financial year for which annual financial statements have been prepared , provided that at least 50% of this net turnover was generated , in one or more of the following sectors:


### (iii) the extraction of mineral resources regardless from where they are extracted (including crude petroleum , natural gas , coal , lignite , metals and metal ores , as well as all other , non-metallic minerals and quarry products) , the manufacture of basic metal products , other non-metallic mineral products and fabricated metal products (except machinery and equipment) , and the wholesale trade of mineral resources , basic and intermediate mineral products (including metals and metal ores , construction materials , fuels , chemicals and other intermediate products). ### deleted


### 2. this directive shall also apply to companies which are formed in accordance with the legislation of a third country , and fulfil one of the following conditions: ### 2. this directive shall also apply to companies which are formed in accordance with the legislation of a third country , and fulfil the following conditions:


### generated a net turnover of more than eur 150 million in the union in the financial year preceding the last financial year; ### generated a net turnover of more than eur 150 million in the financial year preceding the last financial year;


### generated a net turnover of more than eur 150 million in the union in the financial year preceding the last financial year; ### generated a net worldwide turnover of more than eur 300 million , provided that at least eur 150 million was generated in the union in the financial year preceding the last financial year;


### generated a net turnover of more than eur 40 million but not more than eur 150 million in the union in the financial year preceding the last financial year , provided that at least 50% of its net worldwide turnover was generated in one or more of the sectors listed in paragraph 1 , point (b). ### operated in the union in the financial year preceding the last financial year.


### generated a net turnover of more than eur 40 million but not more than eur 150 million in the union in the financial year preceding the last financial year , provided that at least 50% of its net worldwide turnover was generated in one or more of the sectors listed in paragraph 1 , point (b). ### generated a net worldwide turnover of more than eur 50 million but not more than eur 300 million in the financial year preceding the last financial year , provided that at least eur 25 million was generated in the union and at least 25 million of the net worldwide turnover was generated in one or more of the sectors listed in paragraph 1 , point (b).


### 3. for the purposes of paragraph 1 , the number of part-time employees shall be calculated on a full-time equivalent basis. temporary agency workers shall be included in the calculation of the number of employees in the same way as if they were workers employed directly for the same period of time by the company. ### 3. for the purposes of paragraph 1 , the number of part-time employees shall be calculated as the sum of their combined full-time equivalents. temporary agency workers shall be included in the calculation of the number of employees in the same way as if they were workers employed directly for the same period of time by the company.


### ‘business relationship’ means a relationship with a contractor , subcontractor or any other legal entities (‘partner’) ### ‘business relationship’ means a relationship with a contractor (‘partner’)


### ‘established business relationship’ means a business relationship , whether direct or indirect , which is , or which is expected to be lasting , in view of its intensity or duration and which does not represent a negligible or merely ancillary part of the value chain; ### ‘established business relationship’ means a direct business relationship in the first link of the supply chain which is , or which is expected to be , lasting , in view of its intensity or duration and which does not represent a negligible or merely ancillary part of the supply chain;


### ‘established business relationship’ means a business relationship , whether direct or indirect , which is , or which is expected to be lasting , in view of its intensity or duration and which does not represent a negligible or merely ancillary part of the value chain; ### ‘established business relationship’ means a direct business relationship which is , or which is expected to be lasting , in view of its intensity or duration and which does not represent a negligible or merely ancillary part of the value chain;


### ‘established business relationship’ means a business relationship , whether direct or indirect , which is , or which is expected to be lasting , in view of its intensity or duration and which does not represent a negligible or merely ancillary part of the value chain; ### ‘business relationship’ means a business relationship , whether direct or indirect , which is relevant based on the severity and likelihood of adverse impacts associated therewith;


### ‘established business relationship’ means a business relationship , whether direct or indirect , which is , or which is expected to be lasting , in view of its intensity or duration and which does not represent a negligible or merely ancillary part of the value chain; ### ‘established business relationship’ means a direct business relationship , which is , or which is expected to be lasting , in view of its intensity or duration and which does not represent a negligible or merely ancillary part of the supply chain;


### ‘value chain’ means activities related to the production of goods or the provision of services by a company , including the development of the product or the service and the use and disposal of the product as well as the related activities of upstream and downstream established business relationships of the company. as regards companies within the meaning of point (a)(iv) , ‘value chain’ with respect to the provision of these specific services shall only include the activities of the clients receiving such loan , credit , and other financial services and of other companies belonging to the same group whose activities are linked to the contract in question. the value chain of such regulated financial undertakings does not cover smes receiving loan , credit , financing , insurance or reinsurance of such entities; ### deleted


### ‘value chain’ means activities related to the production of goods or the provision of services by a company , including the development of the product or the service and the use and disposal of the product as well as the related activities of upstream and downstream established business relationships of the company. as regards companies within the meaning of point (a)(iv) , ‘value chain’ with respect to the provision of these specific services shall only include the activities of the clients receiving such loan , credit , and other financial services and of other companies belonging to the same group whose activities are linked to the contract in question. the value chain of such regulated financial undertakings does not cover smes receiving loan , credit , financing , insurance or reinsurance of such entities; ### ‘supply chain’ means activities related to the production of goods or the provision of services by a company , including the development of the product or the service. as regards companies within the meaning of point (a)(iv) , ‘value chain’ with respect to the provision of these specific services shall only include the activities of the direct clients receiving such loan , credit , and other financial services and of other companies belonging to the same group whose activities are linked to the contract in question. the supply chain of such regulated financial undertakings does not cover smes receiving loan , credit , financing , insurance or reinsurance of such entities;


### ‘value chain’ means activities related to the production of goods or the provision of services by a company , including the development of the product or the service and the use and disposal of the product as well as the related activities of upstream and downstream established business relationships of the company. as regards companies within the meaning of point (a)(iv) , ‘value chain’ with respect to the provision of these specific services shall only include the activities of the clients receiving such loan , credit , and other financial services and of other companies belonging to the same group whose activities are linked to the contract in question. the value chain of such regulated financial undertakings does not cover smes receiving loan , credit , financing , insurance or reinsurance of such entities; ### ‘supply chain’ means activities related to the production of goods or the provision of services by a company , including the development of the product as well as the related upstream activities of established business relationships of the company. as regards companies within the meaning of point (a)(iv) , ‘supply chain’ with respect to the provision of these specific services shall only include the activities of the clients receiving such loan , credit , and other financial services and of other companies belonging to the same group whose activities are linked to the contract in question. the supply chain of such regulated financial undertakings does not cover smes receiving loan , credit , financing , insurance or reinsurance of such entities;


### ‘value chain’ means activities related to the production of goods or the provision of services by a company , including the development of the product or the service and the use and disposal of the product as well as the related activities of upstream and downstream established business relationships of the company. as regards companies within the meaning of point (a)(iv) , ‘value chain’ with respect to the provision of these specific services shall only include the activities of the clients receiving such loan , credit , and other financial services and of other companies belonging to the same group whose activities are linked to the contract in question. the value chain of such regulated financial undertakings does not cover smes receiving loan , credit , financing , insurance or reinsurance of such entities; ### ‘supply chain’ means activities related to the production of goods or the provision of services by a company , including the development of the product or the service and the use and disposal of the product as well as the related activities of upstream established business relationships of the company. as regards companies within the meaning of point (a)(iv) , ‘supply chain’ with respect to the provision of these specific services shall only include the activities of the clients receiving such loan , credit , and other financial services and of other companies belonging to the same group whose activities are linked to the contract in question. the supply chain of such regulated financial undertakings does not cover smes receiving loan , credit , financing , insurance or reinsurance of such entities;


### ‘independent third-party verification’ means verification of the compliance by a company , or parts of its value chain , with human rights and environmental requirements resulting from the provisions of this directive by an auditor which is independent from the company , free from any conflicts of interests , has experience and competence in environmental and human rights matters and is accountable for the quality and reliability of the audit; ### ‘independent third-party verification’ means verification of the compliance by a company , or parts of its value chain , with human rights and environmental requirements resulting from the provisions of this directive by an auditor which is independent from the company , free from any conflicts of interests , has the necessary experience and competence and is accountable for the quality and reliability of the audit;


### ‘independent third-party verification’ means verification of the compliance by a company , or parts of its value chain , with human rights and environmental requirements resulting from the provisions of this directive by an auditor which is independent from the company , free from any conflicts of interests , has experience and competence in environmental and human rights matters and is accountable for the quality and reliability of the audit; ### ‘independent third-party verification’ means verification of the compliance by a company , or parts of its supply chain , with human rights and environmental requirements resulting from the provisions of this directive by an auditor which is independent from the company , free from any conflicts of interests , has experience and competence in environmental and human rights matters and is accountable for the quality and reliability of the audit;


### ‘sme’ means a micro , small or a medium-sized enterprise , irrespective of its legal form , that is not part of a large group , as those terms are defined in article 3(1) , (2) , (3) and (7) of directive 2013/34/eu; ### ‘sme’ means a micro , small or a medium-sized enterprise , irrespective of its legal form , as those terms are defined in article 3(1) , (2) , (3) and (7) of directive 2013/34/eu;


### ‘sme’ means a micro , small or a medium-sized enterprise , irrespective of its legal form , that is not part of a large group , as those terms are defined in article 3(1) , (2) , (3) and (7) of directive 2013/34/eu; ### 'small and medium-sized enterprise' or 'sme' means a micro , small or medium-sized enterprise within the meaning of the annex to commission recommendation 2003/361/ec128a


### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , and other individuals , groups , communities or entities whose rights or interests are or could be affected by the products , services and operations of that company , its subsidiaries and its business relationships; ### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , and other individuals , groups , communities or entities whose rights or interests are affected by adverse human rights impacts and adverse environmental impacts arising from the products , services and operations of that company , its subsidiaries and its business relationships , as defined by this directive;


### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , and other individuals , groups , communities or entities whose rights or interests are or could be affected by the products , services and operations of that company , its subsidiaries and its business relationships; ### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , and other individuals , groups , communities or entities whose rights or interests are or could be affected by the products , services and operations of that company , its subsidiaries and its business relationships having a legitimate and substantive interest;


### ‘director’ means: ### deleted


### ‘board of directors’ means the administrative or supervisory body responsible for supervising the executive management of the company , or , if no such body exists , the person or persons performing equivalent functions; ### deleted


### ‘appropriate measure’ means a measure that is capable of achieving the objectives of due diligence , commensurate with the degree of severity and the likelihood of the adverse impact , and reasonably available to the company , taking into account the circumstances of the specific case , including characteristics of the economic sector and of the specific business relationship and the company’s influence thereof , and the need to ensure prioritisation of action. ### ‘appropriate measure’ means a proportionate measure that is capable of achieving the objectives of risk-based due diligence , commensurate inter alia with the degree of severity , the nature and the likelihood of the adverse impact and the degree to which the company has contributed to the adverse impact , and reasonably available to the company , taking into account the circumstances of the specific case , including characteristics of the economic sector and of the specific business relationship and the company’s influence thereon , and the need to ensure prioritisation of action.


### identifying actual or potential adverse impacts in accordance with article 6; ### identifying actual adverse impacts in accordance with article 6;


### preventing and mitigating potential adverse impacts , and bringing actual adverse impacts to an end and minimising their extent in accordance with articles 7 and 8; ### preventing and mitigating adverse impacts , and bringing actual adverse impacts to an end and minimising their extent in accordance with articles 7 and 8;


### 1. member states shall ensure that companies integrate due diligence into all their corporate policies and have in place a due diligence policy. the due diligence policy shall contain all of the following: ### 1. member states shall ensure that companies integrate due diligence into all their corporate policies and have in place a due diligence policy. the due diligence policy shall be proportionate and risk-based and shall contain all of the following:


### 1. member states shall ensure that companies integrate due diligence into all their corporate policies and have in place a due diligence policy. the due diligence policy shall contain all of the following: ### 1. member states shall ensure that companies integrate due diligence into their corporate policies. the due diligence policy shall contain all of the following:


### 1. member states shall ensure that companies integrate due diligence into all their corporate policies and have in place a due diligence policy. the due diligence policy shall contain all of the following: ### 1. member states shall ensure that companies have in place a due diligence policy. the due diligence policy shall contain all of the following:


### 1. member states shall ensure that companies integrate due diligence into all their corporate policies and have in place a due diligence policy. the due diligence policy shall contain all of the following: ### 1. member states shall ensure that companies consider due diligence into all their corporate policies and have in place a due diligence policy. the due diligence policy shall contain all of the following:


### 2. member states shall ensure that the companies update their due diligence policy annually. ### 2. member states shall ensure that the companies update their due diligence policy bi-annually.


### 2. member states shall ensure that the companies update their due diligence policy annually. ### 2. member states shall promote that the companies update their due diligence policy at least all three years.


### 1. member states shall ensure that companies take appropriate measures to identify actual and potential adverse human rights impacts and adverse environmental impacts arising from their own operations or those of their subsidiaries and , where related to their value chains , from their established business relationships , in accordance with paragraph 2 , 3 and 4. ### 1. member states shall ensure that companies take appropriate measures , proportionate and risk-based , to identify actual and potential adverse human rights impacts and adverse environmental impacts arising from their own operations or those of their subsidiaries and , where related to their supply chains , from their established business relationships in the first link , in accordance with paragraph 2 , 3 and 4.


### 1. member states shall ensure that companies take appropriate measures to identify actual and potential adverse human rights impacts and adverse environmental impacts arising from their own operations or those of their subsidiaries and , where related to their value chains , from their established business relationships , in accordance with paragraph 2 , 3 and 4. ### 1. member states shall ensure that companies take appropriate measures to identify actual and potential adverse human rights impacts and adverse environmental impacts arising from their own operations or those of their subsidiaries and , where related to their value chains , from their business relationships , in accordance with paragraph 2 , 3 and 4.


### 1. member states shall ensure that companies take appropriate measures to identify actual and potential adverse human rights impacts and adverse environmental impacts arising from their own operations or those of their subsidiaries and , where related to their value chains , from their established business relationships , in accordance with paragraph 2 , 3 and 4. ### 1. member states shall ensure that companies take appropriate measures to identify actual and potential adverse human rights impacts and adverse environmental impacts arising from their own operations or those of their subsidiaries , in accordance with paragraph 2 , 3 and 4.


### 2. by way of derogation from paragraph 1 , companies referred to in article 2(1) , point (b) , and article 2(2) , point (b) , shall only be required to identify actual and potential severe adverse impacts relevant to the respective sector mentioned in article 2(1) , point (b). ### 2. by way of derogation from paragraph 1 , companies referred to in article 2(1) , point (b) , and article 2(2) , point (b) , shall only be required to take appropriate measures to identify actual and potential severe adverse impacts relevant to the respective sector mentioned in article 2(1) , point (b).


### 2. by way of derogation from paragraph 1 , companies referred to in article 2(1) , point (b) , and article 2(2) , point (b) , shall only be required to identify actual and potential severe adverse impacts relevant to the respective sector mentioned in article 2(1) , point (b). ### deleted


### 3. when companies referred to in article 3 , point (a)(iv) , provide credit , loan or other financial services , identification of actual and potential adverse human rights impacts and adverse environmental impacts shall be carried out only before providing that service.. ### deleted


### 3. when companies referred to in article 3 , point (a)(iv) , provide credit , loan or other financial services , identification of actual and potential adverse human rights impacts and adverse environmental impacts shall be carried out only before providing that service.. ### 3. when companies referred to in article 3 , point (a)(iv) , provide credit , loan or other financial services , identification of actual and potential adverse human rights impacts and adverse environmental impacts shall be carried out only before providing that service.


### 4. member states shall ensure that , for the purposes of identifying the adverse impacts referred to in paragraph 1 based on , where appropriate , quantitative and qualitative information , companies are entitled to make use of appropriate resources , including independent reports and information gathered through the complaints procedure provided for in article 9. companies shall , where relevant , also carry out consultations with potentially affected groups including workers and other relevant stakeholders to gather information on actual or potential adverse impacts. ### deleted