102-18 | Governance structure |
- Governance structure of the organization, including committees of the highest governance body.
- Committees responsible for decision-making on economic, environmental, and social topics.
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102-19 | Delegating authority |
- Process for delegating authority for economic, environmental, and social topics from the highest governance body to senior executives and other employees.
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102-20 | Executive-level responsibility for economic, environmental, and social topics |
- Whether the organization has appointed an executive-level position or positions with responsibility for economic, environmental, and social topics.
- Whether post holders report directly to the highest governance body.
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102-21 | Consulting stakeholders on economic, environmental, and social topics |
- Processes for consultation between stakeholders and the highest governance body on economic, environmental, and social topics.
- If consultation is delegated, describe to whom it is delegated and how the resulting feedback is provided to the highest governance body.
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102-22 | Composition of the highest governance body and its committees |
- Composition of the highest governance body and its committees by:
- executive or non-executive;
- independence;
- tenure on the governance body;
- number of each individual’s other significant positions and commitments, and the nature of the commitments;
- gender;
- membership of under-represented social groups;
- competencies relating to economic, environmental, and social topics;
- stakeholder representation.
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102-23 | Chair of the highest governance body |
- Whether the chair of the highest governance body is also an executive officer in the organization.
- If the chair is also an executive officer, describe his or her function within the organization’s management and the reasons for this arrangement.
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102-24 | Nominating and selecting the highest governance body |
- Nomination and selection processes for the highest governance body and its committees.
- Criteria used for nominating and selecting highest governance body members, including whether and how:
- stakeholders (including shareholders) are involved;
- diversity is considered;
- independence is considered;
- expertise and experience relating to economic, environmental, and social topics are considered.
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102-25 | Conflicts of interest |
- Processes for the highest governance body to ensure conflicts of interest are avoided and managed.
- Whether conflicts of interest are disclosed to stakeholders, including, as a minimum:
- Cross-board membership;
- Cross-shareholding with suppliers and other stakeholders;
- Existence of controlling shareholder;
- Related party disclosures.
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102-26 | Role of highest governance body in setting purpose, values, and strategy |
- Highest governance body’s and senior executives’ roles in the development, approval, and updating of the organization’s purpose, value or mission statements, strategies, policies, and goals related to economic, environmental, and social topics.
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102-27 | Collective knowledge of highest governance body |
- Measures taken to develop and enhance the highest governance body’s collective knowledge of economic, environmental, and social topics.
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102-28 | Evaluating the highest governance body’s performance |
- Processes for evaluating the highest governance body’s performance with respect to governance of economic, environmental, and social topics.
- Whether such evaluation is independent or not, and its frequency.
- Whether such evaluation is a self-assessment.
- Actions taken in response to evaluation of the highest governance body’s performance with respect to governance of economic, environmental, and social topics, including, as a minimum, changes in membership and organizational practice.
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102-29 | Identifying and managing economic, environmental, and social impacts |
- Highest governance body’s role in identifying and managing economic, environmental, and social topics and their impacts, risks, and opportunities – including its role in the implementation of due diligence processes.
- Whether stakeholder consultation is used to support the highest governance body’s identification and management of economic, environmental, and social topics and their impacts, risks, and opportunities.
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102-30 | Effectiveness of risk management processes |
- Highest governance body’s role in reviewing the effectiveness of the organization’s risk management processes for economic, environmental, and social topics.
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102-31 | Review of economic, environmental, and social topics |
- Frequency of the highest governance body’s review of economic, environmental, and social topics and their impacts, risks, and opportunities.
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102-32 | Highest governance body’s role in sustainability reporting |
- The highest committee or position that formally reviews and approves the organization’s sustainability report and ensures that all material topics are covered.
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102-33 | Communicating critical concerns |
- Process for communicating critical concerns to the highest governance body.
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102-34 | Nature and total number of critical concerns |
- Total number and nature of critical concerns that were communicated to the highest governance body.
- Mechanism(s) used to address and resolve critical concerns.
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102-35 | Remuneration policies |
- Remuneration policies for the highest governance body and senior executives for the following types of remuneration:
- Fixed pay and variable pay, including performance-based pay, equity-based pay, bonuses, and deferred or vested shares;
- Sign-on bonuses or recruitment incentive payments;
- Termination payments;
- Clawbacks;
- Retirement benefits, including the difference between benefit schemes and contribution rates for the highest governance body, senior executives, and all other employees.
- How performance criteria in the remuneration policies relate to the highest governance body’s and senior executives’ objectives for economic, environmental, and social topics.
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102-36 | Process for determining remuneration |
- Process for determining remuneration.
- Whether remuneration consultants are involved in determining remuneration and whether they are independent of management.
- Any other relationships that the remuneration consultants have with the organization.
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102-37 | Stakeholders’ involvement in remuneration |
- How stakeholders’ views are sought and taken into account regarding remuneration.
- If applicable, the results of votes on remuneration policies and proposals.
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102-38 | Annual total compensation ratio |
- Ratio of the annual total compensation for the organization’s highest-paid individual in each country of significant operations to the median annual total compensation for all employees (excluding the highest-paid individual) in the same country.
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102-39 | Percentage increase in annual total compensation ratio |
- Ratio of the percentage increase in annual total compensation for the organization’s highest-paid individual in each country of significant operations to the median percentage increase in annual total compensation for all employees (excluding the highest-paid individual) in the same country.
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