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


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


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


### 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 , actual and potential environmental adverse impacts with respect to their own operations , products and services , those of their subsidiaries , and the value chain operations carried out by entities with whom the company has a business relationship ;


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


### 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 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 , labour 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.


### 1. this directive shall apply to companies which are formed in accordance with the legislation of a member state and which fulfil one of the following conditions: ### 1. this directive shall apply to companies which are formed in accordance with the legislation of a member state , with the exception of micro-enterprises as defined by article 3(1) of directive 2013/34/eu:


### 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 25 employees on average and had a net worldwide turnover of more than eur 4 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; ### 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: ### deleted


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


### the company did not reach the thresholds under point (a) , but had more than 250 employees on average and had a net worldwide turnover of more than eur 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 4 million , and at least 50% of this net turnover was generated in one or more of the following sectors:


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


### 2. this directive shall also apply to companies which are formed in accordance with the legislation of a third country , and fulfil one of the following conditions: ### 2. this directive shall also apply to companies which are formed in accordance with the legislation of a third country , and generated a net turnover of more than eur 8 million in the union in the financial year preceding the last financial year.


### 2. this directive shall also apply to companies which are formed in accordance with the legislation of a third country , and fulfil one of the following conditions: ### 2. this directive shall also apply to companies which are formed in accordance with the legislation of a third country , and generated a net turnover of more than eur 4 million in the union in the financial year preceding the last financial year;


### 2. this directive shall also apply to companies which are formed in accordance with the legislation of a third country , and fulfil one of the following conditions: ### 2. this directive shall also apply to companies which are formed in accordance with the legislation of a third country generated a net turnover of more than eur 4 million in the union in the financial year preceding the last financial year;


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


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


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


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


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


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


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


### ‘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 , and including semi-formal and informal working schemes as well as subcontracting and home-based work.. 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;


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


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


### ‘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; ### ‘severe adverse impact’ means an adverse environmental impact , an adverse labour rights impact and an adverse human rights impact that is especially significant by its nature , or breaches essential international law obligations , 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;


### ‘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; ### ‘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 , particularly vulnerable persons such as children , 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;


### ‘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:


### ‘director’ means: ### deleted


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


### 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 conduct human rights , labour rights and environmental due diligence as laid down in articles 5 to 11 (‘due diligence’) by carrying out the following actions:


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


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


### establishing and maintaining a complaints procedure in accordance with article 9; ### establishing and maintaining effective grievance mechanisms in accordance with article 9;


### monitoring the effectiveness of their due diligence policy and measures in accordance with article 10; ### monitoring and assessing 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. ### disclosing relevant information and publicly communicating on due diligence 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 with meaningful engagement of stakeholders and shall contain at least all of the following:


### a description of the company’s approach , including in the long term , to due diligence; ### a description of the company’s due diligence strategy , including in the short , medium and long term , which includes a comprehensive description of the company’s corporate structure , business relationships , and value chains , including inter alia a list of the company’s business relationships and production sites;


### a code of conduct describing rules and principles to be followed by the company’s employees and subsidiaries; ### a code of conduct to be established with the full engagement of trade unions and workers’ representatives as well as other stakeholders , describing rules , principles and commitments to be followed by the company’s employees , subsidiaries and business relationships in the company’s entire value chain;


### 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 employees , with a special emphasis on directors , and subsidiaries;


### 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:


### 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 the code of conduct and to extend its application to established direct business relationships.


### 2. member states shall ensure that the companies update their due diligence policy annually. ### 2. member states shall ensure that the companies review , publish and update their due diligence policy once they identify any new actual and potential adverse impacts and at least annually.


### 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 actual and potential adverse environmental impacts arising from their own operations or those of their subsidiaries and entities on the value chains with which companies have a business relationship , 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 from their established direct business relationships , in accordance with paragraph 2 , 3 and 4.


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


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


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


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


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


### 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 based on quantitative and qualitative information , companies make use of appropriate resources , including independent reports and information gathered through the grievance mechanisms provided for in article 9. companies shall , also have an effective and meaningful engagement with all relevant stakeholders , and potentially affected groups to to identify and assess 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 , 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 relevant stakeholders to gather information on actual or potential adverse impacts.


### 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 , 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. the appropriate measures shall apply to a company’s own operations , subsidiaries as well as direct and indirect business relationships.


### 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 , or where prevention is not 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 , 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 , or where prevention is not possible or not immediately possible , adequately mitigate potential adverse human rights impacts , adverse labour 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 , 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 , or where prevention is not 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 , 4 and 5 of this article.


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


### 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 clearly defined timelines for action and qualitative and quantitative indicators for measuring improvement. the prevention action plan shall be developed on the basis of:


### 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.


### 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 action and qualitative and quantitative indicators for measuring improvement. the prevention action plan shall be developed in consultation with affected stakeholders , including indigenous peoples in line with their right to free , prior and informed consent where these peoples are affected;


### 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 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 direct business. 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; ### 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 , child impact assessments , 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;


### make necessary investments , such as into management or production processes and infrastructures , to comply with paragraph 1; ### make necessary investments , capacity building , joint prevention and mitigation measures such as into management or production processes , infrastructures and product traceability;


### 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; ### deleted


### 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 compliance with the code of conduct or the prevention action plan would jeopardise the viability of the sme;


### 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. compliance verification through industry initiatives or independent third-party verification shall not exonerate the company from its obligations and its liability under this directive.


### 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: ### 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 its direct business partner , where the law governing their relations so entitles them to , take the following actions:


### 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: ### 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 , because mitigation is not possible or acceptable , or there is no reasonable prospect of change , companies shall 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. in such cases companies shall take the following actions:


### 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: ### 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 and 4 , the company shall be required to refrain from entering into new or extending existing relations with its direct business partner , where the law governing their relations so entitles them to , take the following actions:


### 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; ### temporarily suspend commercial relations with the partner in question , while pursuing prevention and mitigation efforts;


### 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; ### temporarily suspend 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;


### 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 when mitigation and ceasing of the impact is made impossible , in particular by its systemic or state-imposed nature;


### 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 to 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 by reasonable care 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.


### 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 impact to the greatest extent possible , 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 be brought to an end , member states shall ensure that companies minimise the extent of such an impact to the greatest extent possible.


### 3. companies shall be required to take the following actions , where relevant: ### 3. companies shall at least 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 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. the level of compensation and financial compensation may not exceed the level of the financial guarantee that the companies request pursuant to article 8(3);


### 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 it , to the greatest extent possible by appropriate remedies , , including by the payment of damages to the affected persons and of financial compensation to affected persons , groups of persons or 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; ### 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 , public apologies , and , where possible , restitution and rehabilitation. 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;


### 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.


### 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 for action and qualitative and quantitative indicators for measuring improvement. the corrective action plan shall be developed with the meaningful engagement of stakeholders , including trade unions and workers’representatives , and shall be made publicly available;


### 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. where relevant , the corrective action plan shall be developed in consultation with all the affected stakeholders , including indigenous peoples in line with their right to free , prior and informed consent where these peoples are affected;


### 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;


### 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 all the affected stakeholders , including indigenous peoples in line with their right to free , prior and informed consent where these peoples are affected;


### 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 code of conduct and , as necessary , a corrective action plan , including by seeking corresponding contractual assurances from its direct business partners. when such contractual assurances are obtained , paragraph 5 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 , capacity building , joint prevention and mitigation measures and infrastructures , and product traceability to comply with paragraphs 1 , 2 and 3;


### 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; ### deleted


### 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; ### provide targeted and proportionate support for an sme with which the company has a business relationship , where compliance with the code of conduct or the corrective action plan would jeopardise the viability of the sme;


### 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


### 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. compliance verification through industry initiatives or independent third-party verification shall not exonerate the company from its obligations and its liability under this directive.


### 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 minimised by the measures provided for in paragraphs 3 and 5 , the company shall refrain from entering into new or extending existing relations with its direct business partner , 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 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 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 , , 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 ### 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 where mitigation and ceasing of the impact is made impossible , in particular by its systemic or state-imposed nature


### 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 to 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


### 9 complaints procedure ### 9 grievance mechanisms


### complaints procedure ### complaints-handling 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 provide the possibility for persons and organisations listed in paragraph 2 to submit early warnings and complaints to them where they have legitimate concerns regarding actual or potential adverse human rights impacts , actual or potential and adverse environmental impacts with respect to their own operations , the operations of their subsidiaries , and the value chain operations carried out by entities with which the company has a business relationship. .


### 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 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 1st tier of their supply chain.


### 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 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. companies shall ensure that their internal complaint-handling and redress systems are easy to access and child-friendly , and enable and facilitate the submission of sufficiently precise and adequately substantiated complaints;


### 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 a complaints-handling mechanism that provides 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.


### 2. member states shall ensure that the complaints may be submitted by: ### 2. member states shall ensure that the mechanisms referred to in paragraph 1 are legitimate , accessible , predictable , safe , equitable , transparent and human-rights compatible and complaints may be submitted 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 by the products , services and operations of that company , its subsidiaries and its business relationships throughout the entire value chain ,


### persons who are affected or have reasonable grounds to believe that they might be affected by an adverse impact , ### persons who are affected or have reasonable grounds to believe that they might be affected by an adverse impact. the procedure shall guarantee that these persons can file the complaint anonymously or confidentially.


### persons who are affected or have reasonable grounds to believe that they might be affected by an adverse impact , ### persons who are affected or have reasonable grounds to believe that they might be affected by an adverse impact , in case the complainant is a child , a legal guardian may bring a complaint on behalf of the child.


### persons who are affected or have reasonable grounds to believe that they might be affected by an adverse impact , ### persons who are affected or have reasonable grounds to believe that they might be affected by an adverse impact; in case the complainant is a child , a legal guardian may bring a complaint on behalf of the child ,


### 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 throughout all parts of the value chain concerned ,


### trade unions and other workers’ representatives representing individuals working in the value chain concerned , ### trade unions and other workers’ representatives representing individuals working in the 1st tier of supply chain concerned ,


### 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.


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


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


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


### 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 safe procedure for dealing with complaints referred to in paragraph 1 , by ensuring that complaints are anonymous and confidential; , 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 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 legitimate , accessible , predictable , safe equitable , transparent , rights-compatible and adaptable 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 , trade unions and organizations representing the interests of other 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 mechanism for dealing with complaints referred to in paragraph 1 , including a procedure when the company considers the complaint to be unfounded , and inform the workers , trade unions and interested parties 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 legitimate , accessible , predictable , safe equitable , transparent , rights-compatible and adaptable procedure for dealing with grievances referred to in paragraph 1 , including a procedure when the company considers the grievance to be unfounded , and inform all relevant stakeholders , including workers and trade unions , of those procedures. member states shall ensure that where the grievance is well-founded , the adverse impact that is the subject matter of the grievance is deemed to be identified within the meaning of article 6. the company shall publicly report on how grievances are taken into account in identifying and responding to risks or violations , including inter alia statistics about the grievance received , the types of adverse impacts referred to , their treatment by companies and the publication of processed and anonymised cases.


### 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.


### 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 , and propose appropriate remedy.


### 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 severe adverse impacts that are the subject matter of the complaint and propose appropriate remedy.


### 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 carry out periodic assessments of their own operations and measures , those of their subsidiaries and those of the value chains of the company , those of their 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 , on qualitative and quantitative indicators and be carried out with a meaningful engagement of stakeholders. they shall be conducted 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 and the operations and measures modified in accordance with the outcome of those assessments. the company shall provide a public report of the outcome of the assessments including copies of third-party verification audits and shall inform stakeholders , including trade unions and workers’ representatives.


### 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 carry out periodic assessments of their own operations and measures , those of their subsidiaries and , where related to the first tier of the supply 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 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 carry out biannual assessments of their own operations and measures , those of their subsidiaries and those of their business relationships , to monitor the effectiveness of the identification , prevention , mitigation , bringing to an end and minimisation of the extent of human rights , labour rights and environmental adverse impacts. such assessments shall be based , where appropriate , on qualitative and quantitative indicators and be carried out 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 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 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 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 that are not subject to reporting requirements under articles 19a and 29a of directive 2013/34/eu report on the matters covered by this directive by publishing on their website an annual statement in a language customary in the sphere of international business. the statement shall be published by 30 april each year , covering the previous calendar year. ### notwithstanding the reporting requirements under articles 19a and 29a of directive 2013/34/e , member states shall ensure that companies report on the matters covered by this directive by publishing on their website , in an accessible and timely manner , their due diligence policies , procedures for dealing with grievances , reports on the outcome of the assessments as well as other relevant information. member states shall ensure that companies publish and update their due diligence policies promptly once they identify any new actual and potential adverse impacts and at least annually. the commission shall adopt delegated acts in accordance with article 28 concerning the content and criteria for such reporting under paragraph 1 , specifying information on the description of due diligence , potential and actual adverse impacts and actions taken on those , as well as related information in order to support companies , their subsidiaries and business partners operating in developing countries to identify , prevent and effectively address actual or potential adverse impacts on human rights and the environment.


### member states shall ensure that companies that are not subject to reporting requirements under articles 19a and 29a of directive 2013/34/eu report on the matters covered by this directive by publishing on their website an annual statement in a language customary in the sphere of international business. the statement shall be published by 30 april each year , covering the previous calendar year. ### member states shall ensure that companies that are not subject to reporting requirements under articles 19a and 29a of directive 2013/34/eu report on the matters covered by this directive by publishing on their website an annual statement in a language customary in the sphere of international business. the statement shall be uploaded to the european single access point. the statement shall be published by 30 april each year , covering the previous calendar year.


### member states shall ensure that companies that are not subject to reporting requirements under articles 19a and 29a of directive 2013/34/eu report on the matters covered by this directive by publishing on their website an annual statement in a language customary in the sphere of international business. the statement shall be published by 30 april each year , covering the previous calendar year. ### member states shall ensure that companies that are not subject to reporting requirements under articles 19a and 29a of directive 2013/34/eu report on the matters covered by this directive by publishing on their website an annual statement in a language customary in the sphere of international business. the statement shall be uploaded to the european single point. the statement shall be published by 30 april each year , covering the previous calendar year.


### the commission shall adopt delegated acts in accordance with article 28 concerning the content and criteria for such reporting under paragraph 1 , specifying information on the description of due diligence , potential and actual adverse impacts and actions taken on those. ### the commission shall adopt delegated acts in accordance with article 28 concerning the content and criteria for such reporting under paragraph 1 , specifying information on the description of due diligence , potential and actual adverse impacts and actions taken on those , as well as related information in order to support companies , their subsidiaries and business partners operating in developing countries to identify , prevent and effectively address actual or potential adverse impacts on human rights and the environment.


### in order to provide support to companies or to member state authorities on how companies should fulfil their due diligence obligations , the commission , in consultation with member states and stakeholders , the european union agency for fundamental rights , the european environment agency , and where appropriate with international bodies having expertise in due diligence , may issue guidelines , including for specific sectors or specific adverse impacts. ### in order to provide support to companies or to member state authorities on how companies should fulfil their due diligence obligations , the commission , in consultation with member states and stakeholders , the european union agency for fundamental rights , the european environment agency , the european union agency for criminal justice cooperation (eurojust) , the european union agency for law enforcement cooperation (europol) , the european public prosecutor’s office , the european anti-fraud office (olaf) and where appropriate with international bodies having expertise in due diligence , shall issue guidelines , including for the following aspects:


### 1. member states shall , in order to provide information and support to companies and the partners with whom they have established business relationships in their value chains in their efforts to fulfil the obligations resulting from this directive , set up and operate individually or jointly dedicated websites , platforms or portals. specific consideration shall be given , in that respect , to the smes that are present in the value chains of companies. ### 1. member states shall , in order to provide information and support to companies and the partners with whom they have business relationships in their value chains in their efforts to fulfil the obligations resulting from this directive , set up and operate individually or jointly dedicated websites , platforms or portals. specific consideration shall be given , in that respect , to the smes.


### 1. member states shall , in order to provide information and support to companies and the partners with whom they have established business relationships in their value chains in their efforts to fulfil the obligations resulting from this directive , set up and operate individually or jointly dedicated websites , platforms or portals. specific consideration shall be given , in that respect , to the smes that are present in the value chains of companies. ### 1. member states shall , in order to provide information and support to companies and the partners with whom they have business relationships in their value chains in their efforts to fulfil the obligations resulting from this directive , set up and operate individually or jointly dedicated websites , platforms or portals. specific consideration shall be given , in that respect , to the smes that are present in the value chains of companies.


### 2. without prejudice to applicable state aid rules , member states may financially support smes. ### 2. without prejudice to applicable state aid rules , member states may financially support smes in order to help them to comply with due diligence requirements.


### 1. member states shall ensure that companies referred to in article 2(1) , point (a) , and article 2(2) , point (a) , shall adopt a plan to ensure that the business model and strategy of the company are compatible with the transition to a sustainable economy and with the limiting of global warming to 1.5 °c in line with the paris agreement. this plan shall , in particular , identify , on the basis of information reasonably available to the company , the extent to which climate change is a risk for , or an impact of , the company’s operations. ### 1. member states shall ensure that companies shall adopt and effectively implement a plan to ensure that the business model and strategy of the company are compatible with the transition to a sustainable economy and with the limiting of global warming to 1.5 °c in line with the paris agreement. this plan shall , in particular , identify , on the basis of information reasonably available to the company , the extent to which climate change is a risk for , or an impact of , the company’s operations.


### 1. member states shall ensure that companies referred to in article 2(1) , point (a) , and article 2(2) , point (a) , shall adopt a plan to ensure that the business model and strategy of the company are compatible with the transition to a sustainable economy and with the limiting of global warming to 1.5 °c in line with the paris agreement. this plan shall , in particular , identify , on the basis of information reasonably available to the company , the extent to which climate change is a risk for , or an impact of , the company’s operations. ### 1. member states shall ensure that companies adopt and effectively implement a plan to ensure that the business model and strategy of the company are compatible with the transition to a sustainable economy and with the limiting of global warming to 1.5 °c in line with the paris agreement. this plan shall , in particular , identify , on the basis of information reasonably available to the company , the extent to which climate change is a risk for , or an impact of , the company’s operations.


### 2. member states shall ensure that , in case climate change is or should have been identified as a principal risk for , or a principal impact of , the company’s operations , the company includes emission reduction objectives in its plan. ### deleted


### 3. member states shall ensure that companies duly take into account the fulfilment of the obligations referred to in paragraphs 1 and 2 when setting variable remuneration , if variable remuneration is linked to the contribution of a director to the company’s business strategy and long-term interests and sustainability. ### deleted


### 3. member states shall ensure that companies duly take into account the fulfilment of the obligations referred to in paragraphs 1 and 2 when setting variable remuneration , if variable remuneration is linked to the contribution of a director to the company’s business strategy and long-term interests and sustainability. ### 3. member states shall ensure that companies duly take into account the fulfilment of the obligations referred to in paragraphs 1 and 2 when setting variable remuneration.


### 1. member states shall ensure that the supervisory authorities have adequate powers and resources to carry out the tasks assigned to them under this directive , including the power to request information and carry out investigations related to compliance with the obligations set out in this directive. ### 1. member states shall ensure that the supervisory authorities have adequate powers and resources to carry out the tasks assigned to them under this directive. those competences shall include the power to require companies to provide necessary information and to carry out investigations , including interviews with stakeholders and on site examination.


### 2. a supervisory authority may initiate an investigation on its own motion or as a result of substantiated concerns communicated to it pursuant to article 19 , where it considers that it has sufficient information indicating a possible breach by a company of the obligations provided for in the national provisions adopted pursuant to this directive. ### 2. a supervisory authority may initiate an investigation on its own motion and shall initiate an investigation as a result of substantiated concerns communicated to it pursuant to article 19 , where it considers that it has sufficient information indicating a possible breach by a company of the obligations provided for in the national provisions adopted pursuant to this directive.


### 3. member states shall ensure that supervisory authorities assess the substantiated concerns and , where appropriate , exercise their powers as referred to in article 18. ### 3. member states shall ensure that supervisory authorities assess the substantiated concerns and , where appropriate , exercise their powers as referred to in article 18.


### 4. the supervisory authority shall , as soon as possible and in accordance with the relevant provisions of national law and in compliance with union law , inform the person referred to in paragraph 1 of the result of the assessment of their substantiated concern and shall provide the reasoning for it. ### 4. the supervisory authority shall , as soon as possible and in accordance with the relevant provisions of national law and in compliance with union law , inform the person referred to in paragraph 1 of the result of the assessment of their substantiated concern , of its decisions , shall provide the reasoning for it and shall publish the assessment and decision.


### 1. member states shall lay down the rules on sanctions applicable to infringements of national provisions adopted pursuant to this directive , and shall take all measures necessary to ensure that they are implemented. the sanctions provided for shall be effective , proportionate and dissuasive. ### 1. member states may lay down the rules on sanctions applicable to infringements of national provisions adopted pursuant to this directive , and may take all measures necessary to ensure that they are implemented. the sanctions provided for shall be effective , proportionate and dissuasive.


### 3. when pecuniary sanctions are imposed , they shall be based on the company’s turnover. ### deleted


### 3. when pecuniary sanctions are imposed , they shall be based on the company’s turnover. ### 3. when pecuniary sanctions are imposed , they shall be proportional to the company’s turnover.


### the commission shall set up a european network of supervisory authorities , composed of representatives of the supervisory authorities. the network shall facilitate the cooperation of the supervisory authorities and the coordination and alignment of regulatory , investigative , sanctioning and supervisory practices of the supervisory authorities and , as appropriate , sharing of information among them. ### the commission shall set up a european network of supervisory authorities , composed of representatives of the supervisory authorities. the network shall facilitate the cooperation of the supervisory authorities and the coordination and alignment of regulatory , investigative , sanctioning and supervisory practices of the supervisory authorities and , as appropriate , sharing of information among them , as well as ensuring the regular public disclosure of the activities of the network.


### as a result of this failure an adverse impact that should have been identified , prevented , mitigated , brought to an end or its extent minimised through the appropriate measures laid down in articles 7 and 8 occurred and led to damage. ### as a result of this failure an adverse impact occurred and led to damage , in the event that the company concerned was negligent or otherwise at fault.