### (37) as regards direct and indirect business relationships , industry cooperation , industry schemes and multi-stakeholder initiatives can help create additional leverage to identify , mitigate , and prevent adverse impacts. therefore it should be possible for companies to rely on such initiatives to support the implementation of their due diligence obligations laid down in this directive to the extent that such schemes and initiatives are appropriate to support the fulfilment of those obligations. companies could assess , at their own initiative , the alignment of these schemes and initiatives with the obligations under this directive. in order to ensure full information on such initiatives , the directive should also refer to the possibility for the commission and the member states to facilitate the dissemination of information on such schemes or initiatives and their outcomes. the commission , in collaboration with member states , may issue guidance for assessing the fitness of industry schemes and multi-stakeholder initiatives. ### (37) as regards direct business relationships , industry cooperation , industry schemes and multi-stakeholder initiatives can help create additional leverage to identify , mitigate , and prevent adverse impacts. therefore it should be possible for companies to rely on such initiatives to support the implementation of their due diligence obligations laid down in this directive to the extent that such schemes and initiatives are appropriate to support the fulfilment of those obligations. member states should assess the alignment of these schemes and initiatives with the obligations under this directive. in order to ensure full information on such initiatives , the commission and the member states should facilitate the dissemination of information on such schemes or initiatives and their outcomes. the commission , in collaboration with member states , should issue guidance for assessing the fitness of industry schemes and multi-stakeholder initiatives.


### (38) under the due diligence obligations set out by this directive , if a company identifies actual human rights or environmental adverse impacts , it should take appropriate measures to bring those to an end. it can be expected that a company is able to bring to an end actual adverse impacts in their own operations and in subsidiaries. however , it should be clarified that , as regards established business relationships , where adverse impacts cannot be brought to an end , companies should minimise the extent of such impacts. minimisation of the extent of adverse impacts should require an outcome that is the closest possible to bringing the adverse impact to an end. to provide companies with legal clarity and certainty , this directive should define which actions companies should be required to take for bringing actual human rights and environmental adverse impacts to an end and minimisation of their extent , where relevant depending on the circumstances. ### (38) under the due diligence obligations set out by this directive , if a company identifies actual human rights or environmental adverse impacts that it caused or contributed to , it should take appropriate measures to bring those to an end. it can be expected that a company is able to bring to an end actual adverse impacts in its own operations and those of its subsidiaries. however , it should be clarified that , as regards business relationships , where adverse impacts cannot be brought to an end , companies should minimise the extent of such impacts. minimisation of the extent of adverse impacts should require an outcome that is the closest possible to bringing the adverse impact to an end. to provide companies with legal clarity and certainty , this directive should define which actions companies could be reasonably required to take within their means for bringing actual human rights and environmental adverse impacts to an end and minimisation of their extent , where relevant depending on the circumstances. when companies are neither causing nor contributing to the adverse impacts , meaning they are directly linked to the adverse impact , they should be obliged to use their influence to bring to an end or minimise the extent of the adverse impact caused by their subsidiaries or business relationships or to increase their influence to do so.


### (38) under the due diligence obligations set out by this directive , if a company identifies actual human rights or environmental adverse impacts , it should take appropriate measures to bring those to an end. it can be expected that a company is able to bring to an end actual adverse impacts in their own operations and in subsidiaries. however , it should be clarified that , as regards established business relationships , where adverse impacts cannot be brought to an end , companies should minimise the extent of such impacts. minimisation of the extent of adverse impacts should require an outcome that is the closest possible to bringing the adverse impact to an end. to provide companies with legal clarity and certainty , this directive should define which actions companies should be required to take for bringing actual human rights and environmental adverse impacts to an end and minimisation of their extent , where relevant depending on the circumstances. ### (38) under the due diligence obligations set out by this directive , if a company identifies actual human rights or environmental adverse impacts , it should take appropriate measures to bring those to an end. it can be expected that a company is able to bring to an end actual adverse impacts in their own operations and in subsidiaries. however , it should be clarified that , as regards a business relationships , where adverse impacts cannot be brought to an end , companies should minimise the extent of such impacts. minimisation of the extent of adverse impacts should require an outcome that is the closest possible to bringing the adverse impact to an end. to provide companies with legal clarity and certainty , this directive should define which actions companies should be required to take for bringing actual human rights and environmental adverse impacts to an end and minimisation of their extent , where relevant depending on the circumstances.


### (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 within their means , 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 indicators for monitoring. companies should also seek to obtain contractual assurances from a direct business partner with whom they have a direct business relationship that they will ensure compliance with the company’s code of conduct and , as necessary , a prevention or mitigation 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 a direct business relationship and collaborate with other entities , including through multi-stakeholder initiatives , 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 within their means , where relevant depending on the circumstances. 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 timelines for action and indicators for monitoring improvement. companies may also , where possible and where deemed necessary following engagement with stakeholders , seek to obtain contractual or other assurances from a direct business partner that they will ensure compliance with the company’s code of conduct and , as necessary , a prevention action plan , including by seeking corresponding assurances from its partners , to the extent that their activities are part of the company’s supply chain. the assurances may be , where appropriate , 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 a direct business relationship and collaborate with other entities , including through industry initiatives , 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 a 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 a 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. ### (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 , where appropriate , 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.


### (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 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 shall provide for the availability of an option to terminate the business relationship in contracts governed by their laws in light of potential adverse human rights or environmental impacts that cannot be avoided or mitigated to the maximum extent possible.


### (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 possibility 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 and if these measures would be in the best interest of the potential victims. companies should not be required to refrain from entering into new or extending existing relations with the direct business partner or temporarily suspend the commercial relationship or terminate the business relationship where no available alternative to that business relationship , that provides a product or service essential to the company’s production of goods or provision of services , exists. 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 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 to bring 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 business 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 and only if this is in the best interest of those impacted (responsible disengagement). 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 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 , taking into consideration the best interest of those affected by the adverse impact and taking into account potential supply chain disruptions. 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 possibility 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 and if these measures would be in the best interest of the potential victims. companies should not be required to refrain from entering into new or extending existing relations with the direct business partner or temporarily suspend the commercial relationship or terminate the business relationship where there is a reasonable expectation that the termination would result in an adverse impact that is more severe than the potential adverse impact that could not be prevented or adequately mitigated or where no available alternative to that business relationship , that provides a product or service essential to the company’s production of goods or provision of services , exists. 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 to submit information directly to them in case of legitimate concerns regarding actual or potential human rights and environmental adverse impacts. organisations who could submit such information 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 substantiated and documented 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 informant from having recourse to judicial remedies. in accordance with international standards , informants should be entitled to request from the company appropriate follow-up on the notification. this can include 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 notification. this access should not lead to unreasonable solicitations of companies nor to sanctions. companies may deal with notifications as a group , for example within a sectoral initiative , an industry programme or multi-stakeholder initiatives.


### (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 relevant persons and organisations affected by the companies´ actions to submit notifications directly to them in case of legitimate concerns regarding actual or potential human rights and environmental adverse impacts. organisations who could submit such notifications should include trade unions and other workers’ representatives representing individuals working in the upstream supply chain concerned and civil society organisations with a legitimate interest 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 notifications and inform workers , trade unions and other workers’ representatives , where relevant , about such processes. recourse to the notifications and remediation mechanism should not prevent the informant from having recourse to judicial remedies. in accordance with international standards , informant should be entitled to request from the company appropriate follow-up on the notification and where relevant , 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 notification. this access should not lead to unreasonable and repeated 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 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 on their websites and directly in a transparent manner. 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.


### (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 information directly to them in case of legitimate concerns regarding actual or potential human rights and environmental adverse impacts. organisations who could submit such information 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 substantiated and documented knowledge about a potential or actual adverse impact. companies should establish a procedure for dealing with those notifications and inform workers , trade unions and other workers’ representatives , where relevant , about such processes. recourse to the notification mechanism should not prevent the informant from having recourse to judicial remedies. in accordance with international standards , informants should be entitled to request from the company appropriate follow-up on the notification. this can include 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 notification. this access should not lead to unreasonable solicitations of companies nor to sanctions. companies may deal with notifications as a group , for example within an industry initiative.


### (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 notify them directly in case they have legitimate information , which must be reasonable documented and factually justified , regarding actual or potential human rights and environmental adverse impacts. organisations who could notify the company should include trade unions and other workers’ representatives representing individuals working in the company , its subsidiaries or direct business partners , where they have knowledge about a potential or actual adverse impact. companies should establish a procedure for dealing with the notifications and inform workers , trade unions and other workers’ representatives , where relevant , about such processes. in accordance with international standards , informants should be entitled to request from the company appropriate follow-up on the notification. this access should not lead to unreasonable solicitations of companies. companies shall be allowed to deal with notifications as a group , for example within a sectoral initiative , an industry programme or multi-stakeholder initiatives.


### (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 continuous assessments of their own operations , those of their subsidiaries and , where related to the supply chains of the company , those of their business relationships outside the eu , 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 if 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 when deemed necessary after a significant change occurs , such as operating in or sourcing from a new country or 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 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 , those of their subsidiaries and , where related to the supply chains of the company , those of their direct business relationships with third country entities , 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 regularly , for example if there are reasonable grounds to believe that significant new risks of adverse impact could have arisen , but at least every five years.


### (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) (does not affect english version.)


### (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 or potential adverse impacts , including the findings and outcomes of those activities. the directive 2013/34/eu as amended regarding 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 one of the official languages of the union.


### (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 as regards their supply chain and limiting shifting compliance burden on business partners , in particular smes , 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 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 , specific high-risk geographical areas 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 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 , the european union agency for fundamental rights , the european environment agency , the european agency for small and medium enterprises and where appropriate with international bodies having expertise in due diligence , should issue guidelines in digital , free of charge and easily accessible format , including for specific sectors or specific adverse impacts , an overview of applicable industry initiatives , and practical guidance on how proportionality and prioritisation , in terms of impacts , sectors and geographical areas. furthermore , the guidelines should include a list of risk and non-risk areas whether sectoral or geographic such as regions and countries where adverse human rights impacts and/or environmental adverse impacts are unlikely or likely to occur. companies should not be required to perform due diligence on parts of the supply chain linked to non-risk areas where adverse impacts are unlikely to occur. countries or regions , where adverse impacts are unlikely to occur , could be the european economic area , the united states of america , the united kingdom , canada , australia , new zealand , and japan. one criteria for this list should be a free-trade agreement between the european union and the third country or region. the guidelines should be made available no later than 18 months after the date of entry into force of this directive. the commission should regularly review the relevance of its guidelines and adapt them to new best practices. country factsheets should be updated regularly by the commission and made publicly available in order to provide up-to-date information on the international conventions and treaties ratified by each of the union’s trading partners. the commission should collect and publish trade and customs data on origins of raw materials , and intermediate and finished products , and publish information on human rights , environmental and governance potential or actual adverse impacts risks associated with certain countries or regions , sectors and sub-sectors , and products.


### (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 and stakeholders , the european union agency for fundamental rights , the european environment agency , the oecd and where appropriate with international bodies having expertise in due diligence , should issue guidelines , including for specific risk factors , including geographic locations , sectors or specific adverse impacts , as well as information on relevant industry schemes or multi-stakeholder initiatives. the basis of these guidelines should be independent and verifiable information , such as information from reports of international organisations. these guidelines should include a list of regions and third countries where adverse human rights impacts and/or environmental adverse impacts are unlikely or likely to occur. countries or regions , where adverse impacts are unlikely to occur , might be the united states of america , the united kingdom , canada , australia , new zealand or japan. one criteria for this list should be a free-trade agreement between the european union and the third country or the region.


### (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 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. member states should enhance the support for professional organisations in order to speed up the development of actions enabling vses/smes to exercise effective due diligence without additional administrative burdens. 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 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 heavily impacted by its provisions as contractors or subcontractors to the companies which are in the scope. the aim is nevertheless to mitigate the immense 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 companies in the implementation , including smes , member states should set up and operate , either individually or jointly , dedicated websites , portals or platforms , to provide information and support to companies , and member states should also financially support smes specifically and help them build capacity. such support should 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 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 value chain transparency and the facilitation of joint stakeholder initiatives. the commission could also share and highlight national practices put in place by professional organisations which enable vses/smes to respond effectively to governance requirements in a way that is tailored to their capacities and specificities.


### (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 companies in their implementation , including smes , the commission should 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 and assessment of joint stakeholder initiatives.


### (49) the commission and member states should continue to work in partnership with third countries to support upstream economic operators build the capacity to effectively prevent and mitigate adverse human rights and environmental impacts of their operations and business relationships , paying specific attention to the challenges faced by smallholders. they should use their neighbourhood , development and international cooperation instruments to support third country governments and upstream economic operators in third countries addressing adverse human rights and environmental impacts of their operations and upstream business relationships. this could include working with partner country governments , the local private sector and stakeholders on addressing the root causes of adverse human rights and environmental impacts. ### (49) the commission and member states should continue to work in partnership with third countries to support upstream economic operators build the capacity to effectively prevent and mitigate adverse human rights and environmental impacts of their operations and business relationships , paying specific attention to the challenges faced by smallholders. they should use their neighbourhood , development and international cooperation instruments , including free trade agreements , to support third country governments and upstream economic operators in third countries addressing adverse human rights and environmental impacts of their operations and upstream business relationships. this could include working with partner country governments , the local private sector and stakeholders on addressing the root causes of adverse human rights and environmental impacts.


### (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 , in case climate is identified as a principal risk for or a principal impact of the company’s operations , the company should include climate objectives in its due diligence policy regarding environmental adverse impacts.


### (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 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 notifications or substantiated concerns raised under this directive and limited to the obligations 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 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 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.


### (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 companies’ due diligence obligations , member states should designate one or more national supervisory authorities to oversee compliance with the obligations laid down in national provisions pursuant to due diligence processes outlined in this directive. 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.


### (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. ### deleted


### (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 intentional or gross negligent failure to comply with the due diligence process. the company should be liable for damages that they directly caused if they intentionally or gross negligently 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 it directly caused and 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 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.


### (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. ### deleted


### (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 fulfil concrete obligations under this directive should be without prejudice to civil liability of its subsidiaries or the respective civil liability of direct 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.


### (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 that it directly caused should be without prejudice to civil liability of its subsidiaries or the respective civil liability of direct business 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 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. ### deleted


### (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. ### deleted


### (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. ### (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 integrate 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.


### (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. ### (64) responsibility for due diligence should be assigned to the company’s directors and board management , in line with the international due diligence frameworks. directors and board management should therefore have adequate ecological competence while being 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 and board management 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. ### 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 , taking into account the input of stakeholders and civil society organisations identified as relevant by the company’s directors 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.


### (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 , a growing number of individual and different member states’ measures risk being ineffective , unworkable for companies to comply with , 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 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 , the operations of their subsidiaries or those directly linked to their operations by a business relationship in their supply chain


### 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 risk identification , including information gathering and stakeholder engagement , risk assessment , risk avoidance and risk mitigation and remediation of 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


### 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 third country entities with whom the company has a direct established business 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 and environmental adverse impacts that they caused , contributed to or are directly linked to , with respect to their own operations , the operations of their subsidiaries , and the supply chain operations carried out by their business relationships outside the eu 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 core business operations , the operations of their subsidiaries , and the supply chain operations carried out by third country entities with whom the company has a direct business 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 the risk based approach to addressing their 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 liability for violations of the obligations mentioned above. ### on liability for damages that occurred in the operations above where there is direct causality between the damage and the company in question in accordance with national law.


### on liability for violations of the obligations mentioned above. ### 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 periodically.


### 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 on an ongoing basis , taking a risk-based approach in accordance with the oecd guidelines for multinational enterprises and the un guiding principles on business and human rights.


### 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 periodically , and at least every 24 months.


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


### 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. member states shall not maintain or introduce , in their national law , provisions on corporate sustainability due diligence diverging from those laid down in this directive , including more or less stringent provisions , unless otherwise provided for in this directive.


### 1. this directive shall apply to companies which are formed in accordance with the legislation of a member state and which fulfil one of the following conditions: ### 1. this directive shall apply to companies which are formed in accordance with the legislation of a member state and which normally has at least 3000 , including posted abroad , employees.


### 1. this directive shall apply to companies which are formed in accordance with the legislation of a member state and which fulfil one of the following conditions: ### 1. this directive shall apply to companies which are formed in accordance with the legislation of a member state and which normally has at least 3000 employees; employees posted abroad are included.


### 1. this directive shall apply to companies which are formed in accordance with the legislation of a member state and which fulfil one of the following conditions: ### 1. this directive shall apply to all companies which are formed in accordance with the legislation of a member state and which fulfil one of the following conditions:


### 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; ### deleted


### 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 3000 employees on average and had a net worldwide turnover of more than eur 900 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 globally , including all its subsidiaries and affiliates , had more than 500 employees on average and/or had a net worldwide turnover of more than eur 150 million in the last financial year for which annual financial statements have been prepared;