General
The Governance General section focuses on the organization’s ability to promote transparency, accountability, and integrity in the company’s operations, which can help to increase its long-term success and resilience. Risk assessment and policy are critical components of corporate governance. Good corporate governance requires companies to assess, monitor, and manage risks to their business, as well as establish policies to mitigate those risks.
Helpful Resources
About this question
This question asks for evidence that senior leadership/the board of your company has gone through a formal process of considering the effectiveness of its corporate governance policies and procedures, in order to identify areas of risk that require additional controls or mitigation.
This may happen at Board or senior leadership level, perhaps under the control of a chairperson, with support from the Company Secretarial team, General Counsel, legal advisor or other role responsible for governance at corporate level. Within large groups of companies, this may happen at Group level. In smaller companies this task could be the responsibility of the executive leadership team/committee.
- Answer yes if your company has considered and documented its assessment of corporate governance risks
- Answer no if your company has not assessed its corporate governance risks, or if risks have been considered informally but not documented
Applicability: Brand, Retailer, Brand and Retailer
Reference ID: gg.MQ
Evidence
Either
- Link to published outputs of corporate governance risk assessment process (e.g., ESG strategy or report, corporate governance report, corporate website, Annual Report and Accounts)
or
- Internal risk assessment documentation
and
- Evidence of oversight by board/senior leadership (e.g., ESG Committee minutes, board meeting papers)
About this question
Risks change over time and a new risk assessment should be carried out following changes in business activity or external circumstances. This question asks if there is a process to define when the risk assessment needs to be updated (e.g., during an acquisition, or when entering a new market). Having a process of review, including identification of the factors that should trigger a review enables the company to adapt to regulatory changes, ensuring both legal compliance and best practice.
There could be a scheduled regular risk assessment (e.g., annually), with additional assessments required as part of any change process, such as entering a new market. This task could be delegated to an accountable individual, department, or board/management committee. Additionally, the company could outsource or use an advisor to provide regular risk updates or ‘horizon scanning’ for governance risks on behalf of the organization.
- Answer yes if your company has a documented process by which the board/senior leadership identifies the need for a corporate governance risk assessment
- Answer no if your company does not have a documented process by which corporate governance risks are assessed in an appropriately timely manner
Applicability: Brand, Retailer, Brand and Retailer
Reference ID: gg.Mg
Evidence
Either
- Link to published risk assessment policy indicating how often and when risk assessments are carried out (e.g., Corporate Governance section of company website, Annual Report and accounts)
or
- Internal risk assessment policy and process documents, indicating how often and when risk assessments will be carried out
and
- Evidence of oversight by board/senior leadership (e.g., Director/General Counsel signature, ESG Committee minutes, Board papers)
About this question
Policies that state a commitment to legal compliance and risk mitigation are a critical component of corporate governance. This question is looking for a high level policy or commitment approved by the board or senior leadership, that describes how the company will comply with the law, act with integrity and address governance risks it has identified – this could include a commitment to make resources available, allocating responsible persons, defining the process by which risks will be assessed or mitigated, and how they will be reported on.
- Answer yes if you are able to provide evidence of high level corporate governance statements, commitment or policies that outline how your company commits to managing corporate governance compliance and risks
- Answer no if there is no policy of this nature available in your company, or if there has been no formal adoption of a similar policy by the board
Applicability: Brand, Retailer, Brand and Retailer
Reference ID: gg.Mw
Evidence
Either
- Link to published corporate governance policy, statement or group of policies on company website
or
- Internal (i.e unpublished) policy dated and signed on behalf of the board / senior leadership
and
- Screenshots demonstrating how unpublished policies are made available to stakeholders (e.g., employee intranet, supplier portal)
Note: Policies can be standalone or combined. For example, a company’s published Code of Ethics could be a standalone statement, but could also contain within it, an Anti-Bribery and Corruption Policy and a Gifts and Hospitality Policy. The relevant section of the document should be indicated to the verifier, e.g., page or section number.
About this question
Policies that set out your company’s approach to all of these topics form the basis of a strong corporate governance approach, providing a framework and enabling the company to manage regulatory compliance. This question is looking for detailed, published policies that are approved at Board/Senior leadership level, and for which the board is held accountable.
- Select Board and senior leadership composition if you can provide evidence of a Board or Senior Leadership Composition policy. This is a policy that sets out how the board/leadership group is structured.
- Select Board or senior leadership management and accountability if you can provide evidence of a policy that describes how your company holds itself and its officers accountable to stakeholders. This will include its accountability for ESG matters and may include responsibilities of specific board or leadership roles, as well as responsibilities of the board as a whole. It is likely to set out what the company means by ‘transparency’ and what will be placed in the public domain.
- Select ESG performance and incentives if you can provide evidence of a policy demonstrating how employee and/or director compensation is linked to achievement of ESG goals and KPIs
- Select anti-corruption and bribery if you can provide evidence of a published policy that sets out the rules and procedures by which employees and others engaged by your business should handle unlawful practices
- Select anti-competition if you can provide evidence of a published policy that sets out the rules and procedures by which the company competes fairly within its market – for example, avoiding price-fixing, cartels, or abuse of market power
- Select Tax Contribution if you can provide evidence of a published policy that sets out how the company ensures compliance with tax regulation in the territories where it has a presence
- Select Responsible lobbying and policy influencing if you can provide evidence of a published policy that sets out how the company, its employees and directors engage in activities to influence public policy in a way that is transparent, accountable, consistent and legitimate
- Select Data Privacy protection if you can provide evidence of a published policy that describes how your company complies with regulations on the secure collection, storage and use of personal data
- Select Stakeholder Engagement if you can provide evidence of a formal document that outlines your company’s commitment and approach to inclusive stakeholder engagement
- Select Sustainable Investment and innovation if you can provide evidence of a formal policy or commitment to making investments, or funding innovations that drive corporate or industry-wide progress in ESG
- Select none if you cannot provide evidence of your governance policy covering any of the topic areas listed.
Applicability: Brand, Retailer, Brand and Retailer
Reference ID: gg.NA
Evidence
Either
- Link to published policies on company website. There should be a policy or statement for each of the topics selected.
or
- Internal (i.e unpublished) policy for each of the topics selected, which should be dated and signed on behalf of the board / senior leadership
and
- Screenshots demonstrating how unpublished policies are made available to stakeholders (e.g., employee intranet, supplier portal)
Note: Policies can be standalone or combined. For example, a company’s published Code of Ethics could be a standalone statement, but could also contain within it, an Anti-Bribery and Corruption Policy and a Gifts and Hospitality Policy. The relevant section of the document should be indicated to the verifier e.g., page or section number.
About this question
Policies provide the basis of the company’s approach to all its stakeholders. It is important that diverse stakeholder perspectives are taken into account when policies are established. This can include terminology and language used, as well as content. For example, the policy may require existing policies to be updated in line with updated approaches and regulations (e.g., not assuming a single gender applies to a particular role). Consideration of the applicability of human resources policies to all genders/ages (and other characteristics) should be embedded within this commitment. This question asks if there is a high-level corporate commitment to a process that ensures all the company’s policies are inclusive, rather than examples of specific policies which are deemed to be inclusive.
- Answer yes if you can provide evidence that your company has a policy or systematic process in place to ensure that diversity, equity and inclusion are embedded in your company’s approach to developing corporate policies
- Answer no if there is no such policy or process in place
Applicability: Brand, Retailer, Brand and Retailer
Reference ID: gg.NQ
Evidence
Either
- Link to published policy, process or guidelines indicating the means by which your company ensures that the language, content and intention of all its policies is inclusive (e.g., Corporate Governance section of company website, Annual Report and accounts, HR Report, ESG Report)
or
- Internal policy, process or guidelines indicating the means by which your company ensures that the language, content and intention of all its policies is inclusive
and
- Evidence of oversight by board/senior leadership (e.g., Director/General Counsel signature, ESG Committee minutes, Board papers)
Additional supplementary evidence:
- Training materials provided to employees responsible for producing corporate governance policies
- Examples to illustrate how governance policies have been revised to incorporate inclusive language and content
About this question
This question asks for a set of principles that guide corporate behavior and decision-making, ensuring that the organization acts with integrity. This policy is a high level statement of the fundamental principles that guide the behavior of your company as a whole. For example, a commitment to respect, dignity, the law, transparency, honesty, integrity of decision-making – or ‘doing the right thing’.
- Answer yes if you can provide evidence of a published statement of corporate ethics as described
- Answer no if there is no such policy in place, or if the policy is not published
Applicability: Brand, Retailer, Brand and Retailer
Reference ID: gg.Ng
Evidence
Either
- Link to published corporate Code of Ethics/Business Integrity or equivalent policy/group of policies on company website. This question refers to a Code guiding corporate behavior, rather than employee conduct
or
- Internal (unpublished) Code of Ethics dated and signed on behalf of the board / senior leadership
and
- Screenshots demonstrating how unpublished policies are made available to stakeholders (e.g., supplier portal, employee intranet).
Note: Policies can be standalone or combined. For example, a company’s published Code of Ethics could be a standalone statement, but could also contain within it, an Anti-Bribery and Corruption Policy and employee facing versions of the ethical code, and guidance on specific situations such as Gifts and Hospitality Policy. The relevant section of the document should be indicated to the verifier, e.g., page or section number.
About this question
A Code of Ethics contains detailed rules and expectations to guide employees about appropriate behavior at work. It may be a standalone policy, or incorporated within an employee handbook, or appended to the corporate code of ethics referred to in GG6. It may also refer to, or include, other governance policies such as Anti-Bribery or Anti-Competition. Examples of a wide-range of likely content include – dealing with conflicts of interest, fairness in decision-making, communication, expectations of conduct, illegal activities such as fraud, corruption, discrimination,harassment and abuse.
- Answer yes if you can provide evidence of an Employee Code of Conduct or equivalent
- Answer no if your company does not have this policy or equivalent
Applicability: Brand, Retailer, Brand and Retailer
Reference ID: gg.Nw
Evidence
Either
- Link to published Employee Code of Ethics / Ethical Code or equivalent policy/group of policies on company website. This question refers to guidance for employees on expected behaviors in workplace situations
or
- Internal (unpublished) Employee Code of Ethics / Ethical Code dated and signed on behalf of the board / senior leadership
and
- Screenshots demonstrating how unpublished policies are made available to stakeholders (e.g., employee intranet, employee handbook)
Additional supplementary evidence:
- Induction, training or communications materials used to inform employees of the requirements of the Employee Code of Conduct
About this question
Like other corporate policies, an ESG policy creates a shared vision of ESG issues within the business context. By formalizing its approach to ESG at the corporate level, the company is in a position to manage ESG risks, and to understand the relationship between ESG priorities and its other business activities and strategies. It also supports accountability for ESG at board/senior management level. A published ESG policy is a transparent way of communicating priorities with stakeholders.
- Answer yes if you can provide evidence of a published ESG policy, commitment or equivalent statement (high level corporate policy)
- Answer no if your company has no evidence of such a commitment
Applicability: Brand, Retailer, Brand and Retailer
Reference ID: gg.OA
Evidence
Provide
- Link to published ESG policy, statement or group of policies on company website
Note: Policies can be standalone or combined. For example, a company’s published Code of Ethics could be a standalone statement, but could also contain within it, an Anti-Bribery and Corruption Policy and a Gifts and Hospitality Policy. The relevant section of the document should be indicated to the verifier, e.g., page or section number
About this question
Companies have significant influence over supply chains other than those related to product/textile manufacturing. This question asks whether your company’s environmental and social policies are also reflected in responsible procurement policies across the entire company including GNFR (Goods Not For Resale).
Non-stock supply chains can involve significant environmental and social risks and opportunities. Examples of sectors include purchases of technology, third-party logistics, facilities services, infrastructure, vehicles, energy, office materials, catering and machinery.
A responsible procurement or purchasing policy for these types of goods and services seeks to ensure that your company’s environmental and social commitments are reflected in this type of procurement and not exclusively in the purchase of product and stock.
- Answer yes if your company has a responsible procurement policy in place which is applicable to all non-stock GNFR purchases
- Answer partial yes if your company’s responsible procurement policy is applicable to specific products or services only
- Answer no if there are no policies in place to guide responsible procurement of non-stock/GNFR purchases
Procurement policies for product and stock are not applicable here – please see the Worker section of the BRM.
Evidence
Either
- Link to published responsible procurement guidelines or policy, referring to the way that goods and services not for resale are purchased (e.g., logistics providers, technology, facilities and equipment)
or
- Internal (i.e unpublished) policy dated and signed on behalf of the board / senior leadership
and
- Screenshots demonstrating how unpublished policies are made available to stakeholders (e.g., in requests for quotation, employee intranet, supplier portal)
Note: Responsible Purchasing Practices related to stock and products are dealt with separately in the BRM.
Applicability: Brand, Retailer, Brand and Retailer
Reference ID: gg.OQ
About this question
This question asks your company to demonstrate that its management or board structure is robust and regulated by a formal policy.
A policy that sets out the rules and processes that inform Board Structure and Composition is one way that companies demonstrate robust management to their stakeholders. Some elements of board structure may be set by national law, and by the organization’s governance, and others can be developed through a robust policy.
- Answer yes if you can provide evidence of a Board Structure and Composition policy or equivalent document
- Answer no if your company does not have a policy that defines and sets out the structure and composition of its Board or management
Applicability: Brand, Retailer, Brand and Retailer
Reference ID: gg.MTA
Evidence
Either
- Link to published Board Structure and Composition policy or equivalent document on company website
or
- Internal (i.e unpublished) policy dated and signed on behalf of the board / senior leadership
and
- Screenshots demonstrating how unpublished policies are communicated to stakeholders (e.g., employee intranet, supplier portal)
Additional supplementary evidence:
- Training materials for procurement team members, and others responsible for purchasing non-stock goods and services
- Guidance on responsible procurement principles produced for potential suppliers, used to accompany requests for tender/requests for quotation