ESRS G1 Business conduct

5.When disclosing information about the role of the administrative,managementandsupervisorybodies, the undertaking shall cover the following aspects:

1. the role of the administrative, management and supervisory bodies related to business conduct; and

2. the expertise of the administrative, management and supervisory bodies on business conduct matters.

6.When describing the process to identify material impacts, risks and opportunities in relation to business conduct matters, the undertaking shall disclose all relevant criteria used in the process, including location, activity, sector and the structure of the transaction.

7.The undertaking shall disclose its policies with respect to business conduct matters and how it fosters its corporate culture.

8.The objective of this Disclosure Requirement is to enable an understanding of the extent to which the undertaking has policies that address the identification, assessment, management and/or remediation of its material impacts, risks and opportunities related to business conduct matters. It also aims to provide an understanding of the undertaking’s approach to corporate culture.

9.The disclosures required under paragraph 7 shall include how the undertaking establishes, develops, promotes and evaluates its corporate culture.

10.The disclosures in paragraph 7 shall cover the following aspects related to the undertaking’s policies on business conduct matters:

1. a description of the mechanisms for identifying, reporting and investigating concerns about unlawful behaviour or behaviour in contradiction of its code of conduct or similar internal rules; and whether it accommodates reporting from internal and/or external stakeholders;

2. where the undertaking has no policies on anti-corruption or anti-bribery consistent with the United Nations Convention against Corruption1, it shall state this and whether it has plans to implement them and the timetable for implementation;

3. how the undertaking protects whistleblowers, including:

   1. details on the establishment of internal whistleblower reporting channels, including whether the undertaking provides for information and training to its own workers and information about the designation and training of staff receiving reports; and

   2. measures to protect against retaliation its own workers who are whistleblowers in accordance with the applicable law transposing Directive (EU) 2019/1937 of the European Parliament and of the Council;

4. where the undertaking has no policies on the protection of whistle-blowers2, it shall state this and whether it has plans to implement them and the timetable for implementation;

5. beyond the procedures to follow-up on reports by whistleblowers in accordance with the applicable law transposing Directive (EU) 2019/1937, whether the undertaking has procedures to investigate business conduct incidents, including incidents of corruption and bribery, promptly, independently and objectively;

6. where applicable, whether the undertaking has in place policies with respect to animal welfare;

7. the undertaking’s policy for training within the organisation on business conduct, including target audience, frequency and depth of coverage; and

8. the functions within the undertaking that are most at risk in respect of corruption and bribery.

11.Undertakings that are subject to legal requirements under national law transposing Directive (EU) 2019/1937, or to equivalent legal requirements with regard to the protection of whistle-blowers, may comply with the disclosure specified in paragraph 10 (d) by stating that they are subject to those legal requirements.

12.The undertaking shall provide information about the management of its relationships with its suppliers and its impacts on its supply chain.

13.The objective of this Disclosure Requirement is to provide an understanding of the undertaking’s management of its procurement process including fair behaviour with suppliers.

14.The undertaking shall provide a description of its policy to prevent late payments, specifically to SMEs.

15.The disclosure required under paragraph 12 shall include the following information:

1. the undertaking’s approach to its relationships with its suppliers, taking account of risks to the undertaking related to its supply chain and of impacts on sustainability matters; and

2. whether and how it takes into account social and environmental criteria for the selection of its suppliers.

16.The undertaking shall provide information about its system to prevent and detect, investigate, and respond to allegations or incidents relating to corruption and bribery including the related training.

17.The objective of this Disclosure Requirement is to provide transparency on the key procedures of the undertaking to prevent, detect, and address allegations about corruption and bribery. This includes the training provided to own workers and/or information provided internally or to suppliers.

18.The disclosure required under paragraph 16 shall include the following information:

1. a description of the procedures in place to prevent, detect, and address allegations or incidents of corruption and bribery;

2. whether the investigators or investigating committee are separate from the chain of management involved in the matter; and

3. the process, if any, to report outcomes to the administrative, management and supervisory bodies.

19.Where the undertaking has no such procedures in place, it shall disclose this fact and, where applicable, its plans to adopt them.

20.The disclosures required by paragraph 16 shall include information about how the undertaking communicates its policies to those for whom they are relevant to ensure that the policy is accessible and that they understand its implications.

21.The disclosure required by paragraph 16 shall include information about the following with respect to training:

1. the nature, scope and depth of anti-corruption and anti-bribery training programmes offered or required by the undertaking;

2. the percentage of functions-at-risk covered by training programmes; and

3. the extent to which training is given to members of the administrative, management and supervisory bodies.

22.The undertaking shall provide information on incidents of corruption or bribery during the reporting period.

23.The objective of this Disclosure Requirement is to provide transparency on the incidents relating to corruption or bribery during the reporting period and the related outcomes.

24.The undertaking shall disclose:

1. the number of convictions and the amount of fines for violation of anti-corruption and anti- bribery laws3; and

2. any actions taken to address breaches in procedures and standards of anti-corruption and anti-bribery4.

25.The undertaking may disclose:

1. the total number and nature of confirmedincidents of corruption or bribery;

2. the number of confirmedincidents in which own workers were dismissed or disciplined for corruption or bribery-related incidents;

3. the number of confirmed incidents relating to contracts with business partners that were terminated or not renewed due to violations related to corruption or bribery; and

4. details of public legal cases regarding corruption or bribery brought against the undertaking and its own workers during the reporting period and the outcomes of such cases. This includes cases that were initiated in previous years where the outcome was only established in the current reporting period.

26.The disclosures required shall include incidents involving actors in its value chain only where the undertaking or its employees are directly involved.

27.The undertaking shall provide information on the activities and commitments related to exerting its political influence, including its lobbying activities related to its material impacts, risks and opportunities.

28.The objective of this Disclosure Requirement is to provide transparency on the undertaking’s activities and commitments related to exerting its political influence with political contributions, including the types and purpose of lobbying activities.

29.The disclosure required by paragraph 27 shall include:

1. if applicable, the representative(s) responsible in the administrative, management and supervisory bodies for the oversight of these activities;

2. for financial or in-kind political contributions:

   1. the total monetary value of financial and in-kind political contributions made directly and indirectly by the undertaking aggregated by country or geographical area where relevant, as well as type of recipient/ beneficiary; and

   2. where appropriate, how the monetary value of in-kind contributions is estimated.

3. the main topics covered by its lobbyingactivities and the undertaking’s main positions on these in brief. This shall include explanations on how this interacts with its material impacts, risks and opportunities identified in its materiality assessment per ESRS 2; and

4. if the undertaking is registered in the EU Transparency Register or in an equivalent transparency register in a Member State, the name of any such register and its identification number in the register.

30.The disclosure shall also include information about the appointment of any members of the administrative, management and supervisory bodies who held a comparable position in public administration (including regulators) in the 2 years preceding such appointment in the current reporting period.

31.The undertaking shall provide information on its payment practices, especially with respect to late payments to small and medium enterprises (SMEs).

32.The objective of this Disclosure Requirement is to provide insights on the contractual payment terms and on its performance with regard to payment, especially as to how these impact SMEs and specifically with respect to late payments to SMEs.

33.The disclosure under paragraph 31 shall include:

1. the average time the undertaking takes to pay an invoice from the date when the contractual or statutory term of payment starts to be calculated, in number of days;

2. a description of the undertaking’s standard payment terms in number of days by main category of suppliers and the percentage of its payments aligned with these standard terms;

3. the number of legal proceedings currently outstanding for late payments; and

4. complementary information necessary to provide sufficient context. If the undertaking has used representative sampling to calculate the information required under point (a), it shall state that fact and briefly describe the methodology used.

Anti-corruption and bribery training illustrative example

During the 20XY financial year ABC provided training to its at-risk own workers in terms of its policy (see note x). For those at-risk functions the training is mandatory, but ABC also made available voluntary training for other own workers. Details of its training during the year is as follows:

Political engagement (including lobbying activities) illustrative exampleDuring the 20XY financial year ABC was involved in activities around the proposed regulation XXX which could have significant negative impacts on its business model if implemented in the current format. ABC’s considers that while the proposed regulation will realise some improvements to the regulatory regime such as xxx, in its current format the costs relating to xxx will outweigh the benefits. ABC and its peers continue to work with XXX (the regulator) to improve this balance.

ABC also supported the QRP political party in Country X and EFG party in Country Y as both …. ABC is registered in its local transparency register, i.e., XYZ, and its registration number is 987234.

Amounts in € thousands.