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GOV-1 – The role of the administrative, management and supervisory bodies in relation to sustainability

Revised ESRS 2026

ESRS Standard

11. The objective of this DR is to enable an understanding of the roles and responsibilities of the administrative, management and supervisory bodies, as well as the associated processes, controls and procedures in monitoring, managing and overseeing material impacts, risks and opportunities.

12. The undertaking shall disclose:

  • (a) with respect to the composition of its administrative, management and supervisory bodies, the percentage of independent board members, the representation of employees and other workers, if present, and the percentage by gender and by other aspects of diversity that the undertaking takes into account;

  • (b) the expertise and skills of the administrative, management and supervisory bodies in relation to supervising and managing material impacts, risks and opportunities and how they determine whether appropriate skills and expertise are available or will be developed to manage or oversee strategies and other measures designed to respond to material impacts, risks and opportunities;

  • (c) the identity and responsibilities of the individuals, board committee or similar body within the administrative, management and supervisory bodies, which are responsible for the management or oversight of material impacts, risks and opportunities, with an indication of any impacts, risks and opportunities that are directly addressed by the administrative, management and supervisory bodies without delegating key decision to other bodies or to management;

  • (d) how the administrative, management and supervisory bodies manage or oversee the setting of targets related to material impacts, risks and opportunities, and how they monitor progress towards them; and

  • (e) how the administrative, management and supervisory bodies take into account material impacts, risks and opportunities when managing or overseeing the undertaking's strategy, its decisions on major transactions, and its risk management process and related policies, including whether the body(ies) or individual(s) have considered trade-offs associated with those impacts, risks and opportunities.

Note on paragraph 12(a):

  • This information supports the information needs of benchmark administrators to disclose ESG factors subject to Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020 as set out by indicator 'Weighted average percentage of board members who are independent' in Section 1 of Annex II.


Application Requirements (AR)

AR 5 for para. 12 (Due diligence process)
For the purposes of this disclosure, the management of material impacts, risks and opportunities includes the due diligence process put in place.

AR 6 for para. 12(a)
The board’s gender diversity shall be calculated as the average ratio of female to male board members.

Note on AR 6:

  • This information supports the information needs of financial market participants subject to Regulation (EU) 2019/2088 because it is derived from an additional indicator related to principal adverse impacts, as set out by indicator #13 in Table 1 of Annex I of Commission Delegated Regulation (EU) 2022/1288 of 6 April 2022 supplementing Regulation (EU) 2019/2088 of the European Parliament and of the Council with regard to disclosure rules on sustainable investments ('Board gender diversity'). It also supports the information needs of benchmark administrators to disclose ESG factors subject to Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as set out by indicator 'Weighted average ratio of female to male board members' in Sections 1 and 2 of Annex II.

AR 7 for para. 12(b)
Sustainability-related expertise refers to expertise that the bodies directly possess or have access to.

AR 8 for para. 12(c)
The description of the responsibilities shall consist of an overview of how the responsibilities of each body or individual for material impacts, risks and opportunities and related topics are reflected in the undertaking’s terms of reference, board mandates and other related policies.


This article has been machine translated. In case of errors, please contact [email protected].

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