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


### (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 and the implementation of the plan referred to in article 15 , 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 and actions under article 15 into corporate management systems. directors should also adapt the corporate strategy to actual and potential impacts identified and any due diligence and article 15 measures taken.


### (65) persons who work for companies subject to due diligence obligations under this directive or who are in contact with such companies in the context of their work-related activities can play a key role in exposing breaches of the rules of this directive. they can thus contribute to preventing and deterring such breaches and strengthening the enforcement of this directive. directive (eu) 2019/1937 of the european parliament and of the council106 should therefore apply to the reporting of all breaches of this directive and to the protection of persons reporting such breaches. ### (65) persons who work for companies subject to due diligence obligations under this directive or who are in contact with such companies in the context of their work-related activities and human rights and environmental rights defenders can play a key role in exposing breaches of the rules of this directive. they can thus contribute to preventing and deterring such breaches and strengthening the enforcement of this directive. directive (eu) 2019/1937 of the european parliament and of the council106 should therefore apply to the reporting of all breaches of this directive and to the protection of persons reporting such breaches.


### (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 fundamental objective of this directive is the effective protection and respect of human rights and of the environment throughout the world and to ensure that products and services in circulation on the market have not involved breaches of human rights and environmental rights , and , at the same time , enhance 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. this objective , cannot be sufficiently achieved by the member states acting individually or in an uncoordinated manner , but can rather , by reason of the scale and effects of the actions , be better achieved at union level. in particular , addressed problems and their causes are of a transnational dimension , as many companies are operating union wide or globally and value chains expand to other member states and to third countries. moreover , individual member states’ measures risk being ineffective and lead to fragmentation of the internal market. therefore , the union may adopt measures , in accordance with the principle of subsidiarity as set out in article 5 teu. in accordance with the principle of proportionality , as set out in that article , this directive does not go beyond what is necessary in order to achieve that objective.


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


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


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


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


### on liability for violations of the obligations mentioned above. ### on liability for violations of the obligations mentioned above , including on access to justice and legal remedies to victims for damages suffered in relations to these violations.


### on liability for violations of the obligations mentioned above. ### on liability and sanctions for violations of the obligations mentioned above.


### 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. this directive shall not constitute grounds for reducing the level of protection of human rights , including access to justice and legal remedies , or of protection of the environment or the protection of the climate provided for by the law of member states at the time of the adoption of this directive.


### 2. this directive shall not constitute grounds for reducing the level of protection of human rights or of protection of the environment or the protection of the climate provided for by the law of member states at the time of the adoption of this directive. ### 2. this directive shall not constitute grounds for reducing the level of protection of human rights , of protection of the environment , the protection of the climate and access to justice provided for by the law of member states at the time of the adoption of this directive.


### 2. this directive shall not constitute grounds for reducing the level of protection of human rights or of protection of the environment or the protection of the climate provided for by the law of member states at the time of the adoption of this directive. ### 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 and by collective agreements applicable at the time of the adoption of this directive.


### 2. this directive shall not constitute grounds for reducing the level of protection of human rights or of protection of the environment or the protection of the climate provided for by the law of member states at the time of the adoption of this directive. ### 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 any other applicable law.


### 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 undertakings operating in the internal market.


### 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 operating in the eu.


### 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 undertakings operating in the union.


### 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 undertakings operating in the european union.


### 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 50 employees on average and had a net worldwide turnover of more than eur 8 million in the last financial year for which annual financial statements have been prepared;


### the company had more than 500 employees on average and had a net worldwide turnover of more than eur 150 million in the last financial year for which annual financial statements have been prepared; ### the company had more than 250 employees on average and had a net worldwide turnover of more than eur 40 million and/ or a balance sheet of more than 20 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 undertaking is a large undertaking governed by the law of a member state or established in the territory of the union;


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


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


### the company did not reach the thresholds under point (a) , but had more than 250 employees on average and had a net worldwide turnover of more than eur 40 million in the last financial year for which annual financial statements have been prepared , provided that at least 50% of this net turnover was generated in one or more of the following sectors: ### the company did not reach the thresholds under point (a) , but had a net worldwide turnover of more than eur 8 million in the last financial year and at least 30% of this net turnover was generated in one or more of the following sectors:


### the company did not reach the thresholds under point (a) , but had more than 250 employees on average and had a net worldwide turnover of more than eur 40 million in the last financial year for which annual financial statements have been prepared , provided that at least 50% of this net turnover was generated in one or more of the following sectors: ### the company did not fulfil one of the conditions under point (a) and point (b) , but had more than 10 employees on average and had a net worldwide turnover of more than eur 700 000 and/or a balance sheet of more than eur 350 000 in the last financial year for which annual financial statements have been prepared , provided that at least 50% of its net turnover was generated in one or more of the following sectors:


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


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


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


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


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


### 2. this directive shall also apply to companies which are formed in accordance with the legislation of a third country , and fulfil one of the following conditions: ### 2. this directive shall also apply to large undertakings and publicly listed small and medium-sized companies which are formed in accordance with the legislation of a third country.


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


### generated a net turnover of more than eur 150 million in the union in the financial year preceding the last financial year; ### generated a net turnover of more than eur 40 million in the union in the financial year preceding the last financial year;


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


### generated a net turnover of more than eur 40 million but not more than eur 150 million in the union in the financial year preceding the last financial year , provided that at least 50% of its net worldwide turnover was generated in one or more of the sectors listed in paragraph 1 , point (b). ### generated a net turnover of more than eur 10 million but not more than eur 40 million in the union in the financial year preceding the last financial year , provided that at least 50% of its net worldwide turnover was generated in one or more of the sectors listed in paragraph 1 , point (b).


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


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


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


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


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


### [...] ### deleted


### a legal person constituted as one of the legal forms listed in annex i to directive 2013/34/eu of the european parliament and of the council110 ; ### deleted


### ‘adverse environmental impact’ means an adverse impact on the environment resulting from the violation of one of the prohibitions and obligations pursuant to the international environmental conventions listed in the annex , part ii; ### ‘adverse environmental impact’ means:


### ‘adverse environmental impact’ means an adverse impact on the environment resulting from the violation of one of the prohibitions and obligations pursuant to the international environmental conventions listed in the annex , part ii; ### ‘adverse environmental impact’ means :


### ‘adverse human rights impact’ means an adverse impact on protected persons resulting from the violation of one of the rights or prohibitions listed in the annex , part i section 1 , as enshrined in the international conventions listed in the annex , part i section 2; ### ‘adverse human rights impact’ means any negative impact on an individual or a group affecting the enjoyment of human rights , as enshrined in the international conventions; in particular the rights listed in the annex , part i section 2 and especially the protected position in the annex , part i section 1.


### ‘adverse human rights impact’ means an adverse impact on protected persons resulting from the violation of one of the rights or prohibitions listed in the annex , part i section 1 , as enshrined in the international conventions listed in the annex , part i section 2; ### ‘adverse human rights impact’ means any adverse impact on a person or group of people affecting access to one or several of the rights or prohibitions listed in the annex , part i section 1 , and established by the relevant case-law and work of the competent authorities;


### ‘adverse human rights impact’ means an adverse impact on protected persons resulting from the violation of one of the rights or prohibitions listed in the annex , part i section 1 , as enshrined in the international conventions listed in the annex , part i section 2; ### ‘adverse human rights impact’ means an adverse impact on persons resulting from any action or omission throughout the company's entire value chains , which affects or limits their rights and protection by prohibitions listed in the annex , part i section 1 , as enshrined in the international conventions and instruments listed in the annex , part i section 2;


### ‘adverse human rights impact’ means an adverse impact on protected persons resulting from the violation of one of the rights or prohibitions listed in the annex , part i section 1 , as enshrined in the international conventions listed in the annex , part i section 2; ### ‘adverse human rights impact’ means an impact on an individual or a group reducing their ability to enjoy one of the rights or prohibitions listed in the annex , part i section 1 , as enshrined in the international conventions listed in the annex , part i section 2 , and established through the relevant case law and the work of competent committees;


### ‘business relationship’ means a relationship with a contractor , subcontractor or any other legal entities (‘partner’) ### ‘business relationship’ means a relationship between an undertaking , or one of its subsidiaries , with a contractor , subcontractor or any other legal entities (‘partner’) within their value chain


### ‘business relationship’ means a relationship with a contractor , subcontractor or any other legal entities (‘partner’) ### ‘business relationship’ means a relationship with a subsidiary , contractor , subcontractor or any other legal entities (‘partner’) within their value chain


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


### ‘business relationship’ means a relationship with a contractor , subcontractor or any other legal entities (‘partner’) ### ‘business relationship’ means a relationship with a subsidiary , contractor , subcontractor or any other legal entities (‘partner’) that performs business operations related to the products or services of the undertaking for or on behalf of the undertaking , including financing , insurance or reinsurance


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


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


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


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


### ‘industry initiative’ means a combination of voluntary value chain due diligence procedures , tools and mechanisms , including independent third-party verifications , developed and overseen by governments , industry associations or groupings of interested organisations; ### deleted


### ‘severe adverse impact’ means an adverse environmental impact or an adverse human rights impact that is especially significant by its nature , or affects a large number of persons or a large area of the environment , or which is irreversible , or is particularly difficult to remedy as a result of the measures necessary to restore the situation prevailing prior to the impact; ### deleted


### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , and other individuals , groups , communities or entities whose rights or interests are or could be affected by the products , services and operations of that company , its subsidiaries and its business relationships; ### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , and other individuals , groups , communities or entities whose rights or interests are or could be affected by the potential or actual adverse impacts on human rights , climate and the environment posed by an undertaking , its subsidiaries or its business relationships.


### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , and other individuals , groups , communities or entities whose rights or interests are or could be affected by the products , services and operations of that company , its subsidiaries and its business relationships; ### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries or subcontractors , the workers in its value chain , in trade unions and workers’ representatives. stakeholders may also include:


### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , and other individuals , groups , communities or entities whose rights or interests are or could be affected by the products , services and operations of that company , its subsidiaries and its business relationships; ### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , workers and their representatives , trade unions , local communities , indigenous people , human rights and environmental rights defenders , civil society organisations , company’s shareholders and other individuals , groups , communities or entities whose rights or interests are or could be affected by the products , services and operations of that company , its subsidiaries and its business relationships;


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


### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , and other individuals , groups , communities or entities whose rights or interests are or could be affected by the products , services and operations of that company , its subsidiaries and its business relationships; ### ‘stakeholders’ means the company’s employees , the employees of its subsidiaries , workers in its value chain , and other individuals , groups , communities or entities whose rights or interests are or could be affected by the products , services and operations of that company , its subsidiaries and its business relationships;


### ‘appropriate measure’ means a measure that is capable of achieving the objectives of due diligence , commensurate with the degree of severity and the likelihood of the adverse impact , and reasonably available to the company , taking into account the circumstances of the specific case , including characteristics of the economic sector and of the specific business relationship and the company’s influence thereof , and the need to ensure prioritisation of action. ### ‘appropriate measures‘ means measures that are capable of achieving the objectives of due diligence and effectively addressing the potential or actual adverse impact , commensurate with the degree of severity and the likelihood of the adverse impact , and reasonably available to the company , taking into account the circumstances of the specific case , including characteristics of the economic sector and of the specific business relationship and the company’s influence thereof , and the company’s ability to increase its influence thereof.


### 1. member states shall ensure that companies conduct human rights and environmental due diligence as laid down in articles 5 to 11 (‘due diligence’) by carrying out the following actions: ### 1. member states shall ensure that all undertakings respect human rights and the environment.


### 1. member states shall ensure that companies conduct human rights and environmental due diligence as laid down in articles 5 to 11 (‘due diligence’) by carrying out the following actions: ### 1. member states shall ensure that companies respect human rights and the environment throughout their value chain and conduct human rights and environmental due diligence as laid down in articles 5 to 11 (‘due diligence’) by carrying out the following actions:


### 1. member states shall ensure that companies conduct human rights and environmental due diligence as laid down in articles 5 to 11 (‘due diligence’) by carrying out the following actions: ### 1. member states shall ensure that undertakings identify , prevent , mitigate and account for how they address the impacts on human and social rights , the environment and good governance occurring in their value chains.


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


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


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


### preventing and mitigating potential adverse impacts , and bringing actual adverse impacts to an end and minimising their extent in accordance with articles 7 and 8; ### preventing potential adverse impact , mitigating actual adverse impacts , bringing them to an end , and remediating them in accordance with articles […];


### monitoring the effectiveness of their due diligence policy and measures in accordance with article 10; ### monitoring and evaluating the effectiveness of their due diligence policy and measures and reviewing it in accordance with article 10;


### publicly communicating on due diligence in accordance with article 11. ### publicly communicating on due diligence and relevant information in accordance with article 11.


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


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


### a description of the company’s approach , including in the long term , to due diligence; ### a description of the undertaking's due diligence strategy in the short and long term , including a description and publication of the potential or actual adverse impacts already identified by the undertaking , and a description of the adequate measures put in place to address these impacts;


### a description of the company’s approach , including in the long term , to due diligence; ### a description of the company’s approach , including in the long term , to due diligence and to global framework agreements , if any , signed by the undertaking;


### a description of the company’s approach , including in the long term , to due diligence; ### a description of the undertaking’s due diligence strategy , including in the short , medium and long term;


### a code of conduct describing rules and principles to be followed by the company’s employees and subsidiaries; ### a code of conduct describing rules and principles to be followed by the company's board of directors and subsidiaries , as well as across all corporate functions and operations. the code of conduct shall be designed to ensure the respect of human rights , the environment and good governance by the undertaking;


### a code of conduct describing rules and principles to be followed by the company’s employees and subsidiaries; ### a code of conduct defining the rules and principles to be followed by the company’s management board , directors , subsidiaries , subcontractors , and entities with which the company or its subsidiaries have business relationships.


### a code of conduct describing rules and principles to be followed by the company’s employees and subsidiaries; ### a code of conduct describing rules , principles and commitments to be followed by the company’s employees and subsidiaries;


### a code of conduct describing rules and principles to be followed by the company’s employees and subsidiaries; ### a code of conduct describing rules and principles to be followed by the company’s members of executive and management committees , employees and subsidiaries;


### a code of conduct describing rules and principles to be followed by the company’s employees and subsidiaries; ### a code of conduct defining rules and principles to be followed by the company’s board of directors , directors and subsidiaries. the code of conduct shall be designed to ensure the respect of human rights , the environment and good governance by the undertaking;


### a description of the processes put in place to implement due diligence , including the measures taken to verify compliance with the code of conduct and to extend its application to established business relationships. ### a description of the processes put in place to implement due diligence including into the undertakings' business models and strategies , especially with regard to their prices policy and procurement practices.


### a description of the processes put in place to implement due diligence , including the measures taken to verify compliance with the code of conduct and to extend its application to established business relationships. ### a description of the processes and measures put in place to implement due diligence across the value chain , including the measures taken to verify compliance with this directive.


### a description of the processes put in place to implement due diligence , including the measures taken to verify compliance with the code of conduct and to extend its application to established business relationships. ### a description of the processes put in place to implement due diligence , including the measures taken to verify compliance with this directive and international conventions listed in the annex and to extend its application to business relationships.


### a description of the processes put in place to implement due diligence , including the measures taken to verify compliance with the code of conduct and to extend its application to established business relationships. ### a description of the processes put in place to implement due diligence across the value chain , including the measures taken to verify compliance with this directive.


### 2. member states shall ensure that the companies update their due diligence policy annually. ### 2. member states shall ensure that the companies due diligence strategy are made publicly available and regularly updated , at least once a year.


### 2. member states shall ensure that the companies update their due diligence policy annually. ### 2. member states shall ensure that the companies update and publish their due diligence policy as soon as they have identified a new potential or actual adverse impact , and at least once per year. these policies shall be accessible and published on the supervisory authority’s website in at least the language of the country of establishment.


### 2. member states shall ensure that the companies update their due diligence policy annually. ### 2. member states shall ensure that the companies update their due diligence policy whenever necessary and at least annually.


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


### 2. member states shall ensure that the companies update their due diligence policy annually. ### 2. member states shall ensure that the companies review , update and publish their due diligence policy at least annually. member states shall ensure that undertakings update their due diligence policy when substantial changes in their value chains have occurred. undertakings’ due diligence policies should be publicly accessible through the european single access point for at least 30 years.


### identifying actual and potential adverse impacts ### identifying and assessing actual and potential adverse impacts


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


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


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


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


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


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


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


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


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


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


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


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


### 1. member states shall ensure that companies take appropriate measures to prevent , or where prevention is not possible or not immediately possible , adequately mitigate potential adverse human rights impacts and adverse environmental impacts that have been , or should have been , identified pursuant to article 6 , in accordance with paragraphs 2 , 3 , 4 and 5 of this article. ### 1. member states shall ensure that companies take appropriate measures to prevent potential adverse human rights impacts and adverse environmental impacts that have been , or should have been , identified pursuant to article 6 , in accordance with paragraphs 2 , 3 and 4 of this article.


### 1. member states shall ensure that companies take appropriate measures to prevent , or where prevention is not possible or not immediately possible , adequately mitigate potential adverse human rights impacts and adverse environmental impacts that have been , or should have been , identified pursuant to article 6 , in accordance with paragraphs 2 , 3 , 4 and 5 of this article. ### 1. member states shall ensure that companies take all appropriate measures to prevent potential adverse impacts , and adequately mitigate adverse human rights impacts and adverse environmental impacts arising from their operations , products and services , those of their subsidiaries , and those occurring in their own activities and in their value chains.


### 2. companies shall be required to take the following actions , where relevant: ### 2. companies shall be required to take the following actions:


### where necessary due to the nature or complexity of the measures required for prevention , develop and implement a prevention action plan , with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. the prevention action plan shall be developed in consultation with affected stakeholders; ### develop and implement a prevention action plan , with reasonable and a timeline for appropriate measures and qualitative and quantitative indicators for measuring improvement. the prevention action plan shall be developed with trade unions and workers’ representatives , in consultation with stakeholders.


### where necessary due to the nature or complexity of the measures required for prevention , develop and implement a prevention action plan , with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. the prevention action plan shall be developed in consultation with affected stakeholders; ### where necessary due to the nature or complexity of the measures required for prevention , develop and implement a prevention action plan , with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. the prevention action plan shall be developed in consultation with stakeholders;


### where necessary due to the nature or complexity of the measures required for prevention , develop and implement a prevention action plan , with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. the prevention action plan shall be developed in consultation with affected stakeholders; ### develop and implement a prevention action plan , with reasonable and clearly defined timelines for appropriate measures and qualitative and quantitative indicators for measuring improvement. the prevention action plan shall be developed with trade unions and workers’ representatives , in consultation with stakeholders;


### seek contractual assurances from a business partner with whom it has a direct business relationship that it 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 (contractual cascading). when such contractual assurances are obtained , paragraph 4 shall apply; ### seek contractual assurances from a business partner with whom it has a business relationship throughout the entire value chain that it will ensure compliance with the international conventions and instruments listed in the annex and the company’s code of conduct and 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 (contractual cascading). regardless of the provision of contractual guarantees , the company maintains its individual responsibility to perform due diligence and does not exclude the responsibility of the contracting entities towards third parties. when such contractual assurances are obtained , paragraph 4 shall apply;


### seek contractual assurances from a business partner with whom it has a direct business relationship that it 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 (contractual cascading). when such contractual assurances are obtained , paragraph 4 shall apply; ### deleted


### seek contractual assurances from a business partner with whom it has a direct business relationship that it 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 (contractual cascading). when such contractual assurances are obtained , paragraph 4 shall apply; ### seek assurances from a business partner with whom it has a direct business relationship that it will respect human rights , the environment and good governance 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 value chain. when contractual assurances are sought , paragraph 4 shall apply;


### make necessary investments , such as into management or production processes and infrastructures , to comply with paragraph 1; ### make necessary investments , such as into management or production processes and infrastructures , to prevent potential adverse human rights impacts and adverse environmental impacts from occurring in their value chains;


### provide targeted and proportionate support for an sme with which the company has an established business relationship , where compliance with the code of conduct or the prevention action plan would jeopardise the viability of the sme; ### provide targeted and proportionate support , such as loans or financing for smes , where compliance with the code of conduct or the prevention action plan would jeopardise the viability of the sme;


### provide targeted and proportionate support for an sme with which the company has an established business relationship , where compliance with the code of conduct or the prevention action plan would jeopardise the viability of the sme; ### provide targeted and proportionate support for an sme with which the company has a business relationship , where the sme doesn’t have the necessary resources to respect human rights , the environment and good governance in carrying out operations for or on behalf of the undertaking;


### provide targeted and proportionate support for an sme with which the company has an established business relationship , where compliance with the code of conduct or the prevention action plan would jeopardise the viability of the sme; ### when necessary , to provide support for business relationships with which the company has an established business relationship to comply with the prevention action plan and adequately address potential or actual adverse impacts;


### in compliance with union law including competition law , collaborate with other entities , including , where relevant , to increase the company’s ability to bring the adverse impact to an end , in particular where no other action is suitable or effective. ### in compliance with union law including competition law , collaborate with other entities , including to increase the company’s ability to bring the adverse impact to an end , in particular where no other action is suitable or effective.


### 3. as regards potential adverse impacts that could not be prevented or adequately mitigated by the measures in paragraph 2 , the company may seek to conclude a contract with a partner with whom it has an indirect relationship , with a view to achieving compliance with the company’s code of conduct or a prevention action plan. when such a contract is concluded , paragraph 4 shall apply. ### deleted


### the contractual assurances or the contract shall be accompanied by the appropriate measures to verify compliance. for the purposes of verifying compliance , the company may refer to suitable industry initiatives or independent third-party verification. ### the contractual assurances or the contract shall be accompanied by the appropriate measures to verify compliance. for the purposes of verifying compliance , the company may refer to suitable industry initiatives or independent third-party verification. however , the individual responsibility of the company remains.


### the contractual assurances or the contract shall be accompanied by the appropriate measures to verify compliance. for the purposes of verifying compliance , the company may refer to suitable industry initiatives or independent third-party verification. ### the contractual assurances or the contract shall be accompanied by the appropriate measures to verify compliance.


### when contractual assurances are obtained from , or a contract is entered into , with an sme , the terms used shall be fair , reasonable and non-discriminatory. where measures to verify compliance are carried out in relation to smes , the company shall bear the cost of the independent third-party verification. ### when contractual assurances are sought , or a contract is entered into , with an sme , the terms used shall be fair , reasonable and non-discriminatory. where measures to track effectiveness are carried out in relation to smes , the company shall bear the associated costs.


### as regards potential adverse impacts within the meaning of paragraph 1 that could not be prevented or adequately mitigated by the measures in paragraphs 2 , 3 and 4 , the company shall be required to refrain from entering into new or extending existing relations with the partner in connection with or in the value chain of which the impact has arisen and shall , where the law governing their relations so entitles them to , take the following actions: ### article 7a


### temporarily suspend commercial relations with the partner in question , while pursuing prevention and minimisation efforts , if there is reasonable expectation that these efforts will succeed in the short-term; ### suspend commercial relations with the partner in question , while adopting appropriate measures to mitigate and bring adverse impacts to an end , if there is reasonable expectation that these appropriate measures will be effective in the short-term;


### terminate the business relationship with respect to the activities concerned if the potential adverse impact is severe. ### terminate the business relationship with respect to the activities concerning the potential adverse impact.


### terminate the business relationship with respect to the activities concerned if the potential adverse impact is severe. ### terminate the business relationship with respect to the activities concerned if there is no reasonable expectation that these measures will be effective in the short-term


### member states shall provide for the availability of an option to terminate the business relationship in contracts governed by their laws. ### member states shall provide for the availability of an option to suspend or terminate the business relationship in contracts governed by their laws.


### 6. by way of derogation from paragraph 5 , point (b) , when companies referred to in article 3 , point (a)(iv) , provide credit , loan or other financial services , they shall not be required to terminate the credit , loan or other financial service contract when this can be reasonably expected to cause substantial prejudice to the entity to whom that service is being provided. ### deleted


### 1. member states shall ensure that companies take appropriate measures to bring actual adverse impacts that have been , or should have been , identified pursuant to article 6 to an end , in accordance with paragraphs 2 to 6 of this article. ### 1. member states shall ensure that companies take appropriate measures to mitigate and bring to an end actual adverse impacts related to their own activities , products and services , those of their subsidiaries and those occurring in their value chain.


### 1. member states shall ensure that companies take appropriate measures to bring actual adverse impacts that have been , or should have been , identified pursuant to article 6 to an end , in accordance with paragraphs 2 to 6 of this article. ### 1. member states shall ensure that companies take appropriate measures to mitigate and bring actual adverse impacts occurring in their own activities and in their value chain.


### 2. where the adverse impact cannot be brought to an end , member states shall ensure that companies minimise the extent of such an impact. ### 2. where the adverse impact cannot be brought to an end , member states shall ensure that companies mitigate the extent of such an impact , while continuing to pursue all efforts to bring the adverse impact to an end.


### 2. where the adverse impact cannot be brought to an end , member states shall ensure that companies minimise the extent of such an impact. ### 2. where the adverse impact cannot immediately be brought to an end , member states shall ensure that companies first minimise the extent of such an impact to the best of the greatest extent possible , while continuing efforts to bring the adverse impact to an end.


### 3. companies shall be required to take the following actions , where relevant: ### 3. companies shall be required to take the following actions:


### neutralise the adverse impact or minimise its extent , including by the payment of damages to the affected persons and of financial compensation to the affected communities. the action shall be proportionate to the significance and scale of the adverse impact and to the contribution of the company’s conduct to the adverse impact; ### neutralise the adverse impact , including by the payment of damages to the affected persons and of financial compensation to the affected communities.


### neutralise the adverse impact or minimise its extent , including by the payment of damages to the affected persons and of financial compensation to the affected communities. the action shall be proportionate to the significance and scale of the adverse impact and to the contribution of the company’s conduct to the adverse impact; ### to address the actual impacts that have been or should have been identified , companies shall be required to develop and implement a correctiveactionplan , accompanied by appropriate measures with reasonable and clearly defined timelines and qualitative and quantitative indicators for measuring improvements.


### neutralise the adverse impact or minimise its extent , including by the payment of damages to the affected persons and of financial compensation to the affected communities. the action shall be proportionate to the significance and scale of the adverse impact and to the contribution of the company’s conduct to the adverse impact; ### neutralise the adverse impact or mitigate its extent , including by the payment of damages to the affected persons and of financial compensation to the affected communities. the action shall be proportionate to the significance and scale of the adverse impact and to the contribution of the company’s conduct to the adverse impact;


### neutralise the adverse impact or minimise its extent , including by the payment of damages to the affected persons and of financial compensation to the affected communities. the action shall be proportionate to the significance and scale of the adverse impact and to the contribution of the company’s conduct to the adverse impact; ### take all appropriate measures to fully remediate or contribute to the full remediation of actual adverse impacts taking into account that the adverse impacts can affect different groups of stakeholders. the remedy shall be proportionate to the significance and scale of the adverse impact.


### where necessary due to the fact that the adverse impact cannot be immediately brought to an end , develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. where relevant , the corrective action plan shall be developed in consultation with stakeholders; ### undertakings shall develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. the corrective action plan shall be developed with trade unions and workers’ representatives , in consultation with stakeholders.


### where necessary due to the fact that the adverse impact cannot be immediately brought to an end , develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. where relevant , the corrective action plan shall be developed in consultation with stakeholders; ### companies should develop and implement a corrective action plan with reasonable and clearly defined timelines for the implementation of appropriate measures and qualitative and quantitative indicators for measuring improvement. the corrective action plan shall be developed in consultation with the trade unions , workers’ representatives and stakeholders , and should be made public;


### where necessary due to the fact that the adverse impact cannot be immediately brought to an end , develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. where relevant , the corrective action plan shall be developed in consultation with stakeholders; ### when the adverse impact cannot be immediately brought to an end , develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. the corrective action plan shall be developed in consultation with stakeholders;


### where necessary due to the fact that the adverse impact cannot be immediately brought to an end , develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. where relevant , the corrective action plan shall be developed in consultation with stakeholders; ### where necessary due to the fact that the adverse impact cannot be immediately brought to an end , develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. the corrective action plan shall be developed in consultation with stakeholders;


### where necessary due to the fact that the adverse impact cannot be immediately brought to an end , develop and implement a corrective action plan with reasonable and clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. where relevant , the corrective action plan shall be developed in consultation with stakeholders; ### develop and implement a corrective action plan with reasonable and clearly defined timelines for the implementation of appropriate measures and qualitative and quantitative indicators for measuring improvement. the corrective action plan shall be developed with trade unions and workers’ representatives , in consultation with stakeholders.


### seek contractual assurances from a direct partner with whom it has an established business relationship that it will ensure compliance with the code of conduct and , as necessary , a corrective action plan , including by seeking corresponding contractual assurances from its partners , to the extent that they are part of the value chain (contractual cascading). when such contractual assurances are obtained , paragraph 5 shall apply. ### seek contractual assurances from a direct partner with whom it has an established business relationship that it will ensure compliance with the the international conventions and instruments listed in the annex and code of conduct and a corrective action plan , including by seeking corresponding contractual assurances from its partners , to the extent that they are part of the value chain (contractual cascading). regardless of the provision of contractual guarantees , the company maintains its individual responsibility to perform due diligence and does not exclude the responsibility of the contracting entities towards third parties. when such contractual assurances are obtained , paragraph 5 shall apply.


### seek contractual assurances from a direct partner with whom it has an established business relationship that it will ensure compliance with the code of conduct and , as necessary , a corrective action plan , including by seeking corresponding contractual assurances from its partners , to the extent that they are part of the value chain (contractual cascading). when such contractual assurances are obtained , paragraph 5 shall apply. ### seek contractual assurances from a direct partner with whom it has a business relationship that it will ensure compliance with the code of conduct and , as necessary , a corrective action plan , including by seeking corresponding contractual assurances from its partners , to the extent that they are part of the value chain (contractual cascading). when such contractual assurances are obtained , paragraph 5 shall apply.


### seek contractual assurances from a direct partner with whom it has an established business relationship that it will ensure compliance with the code of conduct and , as necessary , a corrective action plan , including by seeking corresponding contractual assurances from its partners , to the extent that they are part of the value chain (contractual cascading). when such contractual assurances are obtained , paragraph 5 shall apply. ### seek assurances from a business partner with whom it has a direct business relationship that it will respect human rights , the environment and good governance 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 value chain. when contractual assurances are sought , paragraph 4 shall apply;


### make necessary investments , such as into management or production processes and infrastructures to comply with paragraphs 1 , 2 and 3; ### make necessary investments , such as into management or production processes and infrastructures , and adopt pricing mechanisms that contribute to living wages and incomes for their suppliers , to comply this article;


### make necessary investments , such as into management or production processes and infrastructures to comply with paragraphs 1 , 2 and 3; ### make necessary investments , such as into management or production processes and infrastructures to mitigate adverse impacts


### provide targeted and proportionate support for an sme with which the company has an established business relationship , where compliance with the code of conduct or the corrective action plan would jeopardise the viability of the sme; ### when necessary , to take into consideration the resources , knowledge and constraints of the business relationship and provide support to ensure the mitigation , cessation and remediation of adverse impacts and compliance with the corrective action plan;


### provide targeted and proportionate support for an sme with which the company has an established business relationship , where compliance with the code of conduct or the corrective action plan would jeopardise the viability of the sme; ### where necessary , provide targeted and proportionate support for business relationships to comply with the corrective action plan and adequately address potential or actual adverse impacts;


### in compliance with union law including competition law , collaborate with other entities , including , where relevant , to increase the company’s ability to bring the adverse impact to an end , in particular where no other action is suitable or effective. ### in compliance with union law including competition law , collaborate with other entities , including to increase the company’s ability to bring the adverse impact to an end , in particular where no other action is suitable or effective.


### 4. as regards actual adverse impacts that could not be brought to an end or adequately mitigated by the measures in paragraph 3 , the company may seek to conclude a contract with a partner with whom it has an indirect relationship , with a view to achieving compliance with the company’s code of conduct or a corrective action plan. when such a contract is concluded , paragraph 5 shall apply. ### deleted


### 4. as regards actual adverse impacts that could not be brought to an end or adequately mitigated by the measures in paragraph 3 , the company may seek to conclude a contract with a partner with whom it has an indirect relationship , with a view to achieving compliance with the company’s code of conduct or a corrective action plan. when such a contract is concluded , paragraph 5 shall apply. ### 4. as regards actual adverse impacts that could not be brought to an end or adequately mitigated by the measures in paragraph 3 , the undertaking shall seek to conclude a contract with a partner with whom it has an indirect relationship , with a view to achieving compliance with this directive.


### the contractual assurances or the contract shall be accompanied by the appropriate measures to verify compliance. for the purposes of verifying compliance , the company may refer to suitable industry initiatives or independent third-party verification. ### the assurances obtained from business relationships in accordance with this article shall be fair and equitable , accompanied by the appropriate measures to support carrying out due diligence and verify their effectivity. for the purposes of verifying compliance , the company may refer to suitable industry initiatives or independent third-party verification.


### the contractual assurances or the contract shall be accompanied by the appropriate measures to verify compliance. for the purposes of verifying compliance , the company may refer to suitable industry initiatives or independent third-party verification. ### the contractual assurances or the contract shall be accompanied by the appropriate measures to verify compliance.


### the contractual assurances or the contract shall be accompanied by the appropriate measures to verify compliance. for the purposes of verifying compliance , the company may refer to suitable industry initiatives or independent third-party verification. ### the contractual assurances or the contract shall be accompanied by the appropriate measures to verify compliance. for the purposes of verifying compliance , the company may refer to suitable industry initiatives or independent third-party verification. however , the individual responsibility of the company remains.


### when contractual assurances are obtained from , or a contract is entered into , with an sme , the terms used shall be fair , reasonable and non-discriminatory. where measures to verify compliance are carried out in relation to smes , the company shall bear the cost of the independent third-party verification. ### when contractual assurances are sought , or a contract is entered into , with an sme , the terms used shall be fair , reasonable and non-discriminatory. where measures to track effectiveness are carried out in relation to smes , the company shall bear the associated costs.


### as regards actual adverse impacts within the meaning of paragraph 1 that could not be brought to an end or the extent of which could not be minimised by the measures provided for in paragraphs 3 , 4 and 5 , the company shall refrain from entering into new or extending existing relations with the partner in connection to or in the value chain of which the impact has arisen and shall , where the law governing their relations so entitles them to , take one of the following actions: ### member states shall ensure that , when an adverse impact that cannot immediately be brought to an end arises in relation with a business relationship of the undertaking , the undertaking shall:


### as regards actual adverse impacts within the meaning of paragraph 1 that could not be brought to an end or the extent of which could not be minimised by the measures provided for in paragraphs 3 , 4 and 5 , the company shall refrain from entering into new or extending existing relations with the partner in connection to or in the value chain of which the impact has arisen and shall , where the law governing their relations so entitles them to , take one of the following actions: ### as regards actual adverse impacts within the meaning of paragraph 1 that could not be brought to an end or the extent of which could not be mitigated by the measures provided for in paragraphs 3 , 4 and 5 , the company shall refrain from entering into new or extending existing relations with the partner in connection to or in the value chain of which the impact has arisen and shall take one of the following actions:


### 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 ### suspend commercial relations with the partner in question while adopting appropriate measures to mitigate and bring adverse impacts to an end , if there is reasonable expectation that these appropriate measures will be effective in the short-term;


### 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 ### temporarily suspend commercial relationships with the partner in question , while pursuing efforts to bring to an end or mitigate the extent of the adverse impact , or


### terminate the business relationship with respect to the activities concerned , if the adverse impact is considered severe. ### terminate the business relationship with respect to the activities concerned if there is no reasonable expectation that these measures will be effective in the short-term.


### member states shall provide for the availability of an option to terminate the business relationship in contracts governed by their laws. ### member states shall provide for the availability of an option to suspend or terminate the business relationship in contracts governed by their laws.


### 7. by way of derogation from paragraph 6 , point (b) , when companies referred to in article 3 , point (a)(iv) , provide credit , loan or other financial services , they shall not be required to terminate the credit , loan or other financial service contract , when this can be reasonably expected to cause substantial prejudice to the entity to whom that service is being provided. ### deleted


### complaints procedure ### non-judicial grievance mechanism


### 1. member states shall ensure that companies provide the possibility for persons and organisations listed in paragraph 2 to submit complaints to them where they have legitimate concerns regarding actual or potential adverse human rights impacts and adverse environmental impacts with respect to their own operations , the operations of their subsidiaries and their value chains. ### 1. member states shall ensure that companies establish or participate in effective grievance mechanisms at operational level , both as an early-warning risk-awareness and as a remediation system , that can be used by persons and organisations listed in paragraph 2 to raise grievances and request remedy where they have legitimate concerns regarding actual or potential adverse human rights impacts and adverse environmental impacts with respect to their own operations , the operations of their subsidiaries and their value chains.


### 1. member states shall ensure that companies provide the possibility for persons and organisations listed in paragraph 2 to submit complaints to them where they have legitimate concerns regarding actual or potential adverse human rights impacts and adverse environmental impacts with respect to their own operations , the operations of their subsidiaries and their value chains. ### 1. member states shall ensure that companies provide the possibility for persons and organisations listed in paragraph 2 to submit complaints to them where they have concerns regarding actual or potential adverse human rights impacts and actual or potential adverse environmental impacts with respect to their own operations , the operations of their subsidiaries and their value chains.


### 1. member states shall ensure that companies provide the possibility for persons and organisations listed in paragraph 2 to submit complaints to them where they have legitimate concerns regarding actual or potential adverse human rights impacts and adverse environmental impacts with respect to their own operations , the operations of their subsidiaries and their value chains. ### 1. member states shall ensure that companies establish or participate in effective grievance mechanisms at operational level , both as an early-warning risk-awareness and as a remediation system , that can be used by persons and organisations listed in paragraph 2 raise grievances and request remedy where they have legitimate concerns regarding actual or potential adverse human rights impacts and adverse environmental impacts with respect to their own operations , the operations of their subsidiaries and their value chains.


### 2. member states shall ensure that the complaints may be submitted by: ### 2. member states shall ensure that the appeals may be raised by:


### 2. member states shall ensure that the complaints may be submitted by: ### 2. member states shall ensure that the grievances may be raised by:


### persons who are affected or have reasonable grounds to believe that they might be affected by an adverse impact , ### individuals , groups , communities or entities whose rights or interests are or could be affected or have reasonable grounds to believe that they might be affected by an adverse impact ,


### trade unions and other workers’ representatives representing individuals working in the value chain concerned , ### trade unions and other workers’ representatives


### trade unions and other workers’ representatives representing individuals working in the value chain concerned , ### trade unions and other workers’ representatives , including those representing individuals working in the value chain concerned ,


### trade unions and other workers’ representatives representing individuals working in the value chain concerned , ### the company’s employees , the employees of its subsidiaries , workers , trade unions and other workers’ representatives representing individuals working in the value chain concerned ,


### civil society organisations active in the areas related to the value chain concerned. ### civil society organisations with a legitimate interest.


### civil society organisations active in the areas related to the value chain concerned. ### civil society organisations


### civil society organisations active in the areas related to the value chain concerned. ### civil society organisations ,


### civil society organisations active in the areas related to the value chain concerned. ### civil society organisations that have a legitimate interest;


### civil society organisations active in the areas related to the value chain concerned. ### civil society organisations and human rights and environmental rights defender active in the areas related to the value chain concerned.


### 3. member states shall ensure that the companies establish a procedure for dealing with complaints referred to in paragraph 1 , including a procedure when the company considers the complaint to be unfounded , and inform the relevant workers and trade unions of those procedures. member states shall ensure that where the complaint is well-founded , the adverse impact that is the subject matter of the complaint is deemed to be identified within the meaning of article 6. ### 3. member states shall ensure that the companies establish a procedure for dealing with complaints referred to in paragraph 1 , including a procedure when the company considers the complaint to be unfounded , and inform workers , trade unions and affected stakeholders of those procedures. member states shall ensure that where the complaint is well-founded , the adverse impact that is the subject matter of the complaint is deemed to be identified within the meaning of article 6.


### 3. member states shall ensure that the companies establish a procedure for dealing with complaints referred to in paragraph 1 , including a procedure when the company considers the complaint to be unfounded , and inform the relevant workers and trade unions of those procedures. member states shall ensure that where the complaint is well-founded , the adverse impact that is the subject matter of the complaint is deemed to be identified within the meaning of article 6. ### 3. member states shall ensure that the companies establish a procedure for dealing with complaints referred to in paragraph 1 , including a procedure when the company considers the complaint to be unfounded , and inform workers , trade unions and relevant stakeholders of those procedures. member states shall ensure that where the complaint is well-founded , the adverse impact that is the subject matter of the complaint is deemed to be identified within the meaning of article 6.


### 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. ### to engage with the appeal mechanism directly and meet with the company’s representatives at an appropriate level to discuss potential or actual adverse impacts that are the subject matter of the appeal.


### 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. ### to engage with the grievance mechanism directly and meet with the company’s representatives at an appropriate level to discuss potential or actual adverse impacts that are the subject matter of the complaint.


### 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. ### to meet with the company’s representatives at an appropriate level to discuss potential or actual adverse impacts that are the subject matter of the complaint.


### member states shall ensure that companies carry out periodic assessments of their own operations and measures , those of their subsidiaries and , where related to the value chains of the company , those of their established business relationships , to monitor the effectiveness of the identification , prevention , mitigation , bringing to an end and minimisation of the extent of human rights and environmental adverse impacts. such assessments shall be based , where appropriate , on qualitative and quantitative indicators and be carried out at least every 12 months and whenever there are reasonable grounds to believe that significant new risks of the occurrence of those adverse impacts may arise. the due diligence policy shall be updated in accordance with the outcome of those assessments. ### member states shall ensure that companies regularly verify and monitor the adequacy and effectiveness of their actions taken in accordance with article 4.