Towards Social and Ecological Corporate Governance
Einde inhoudsopgave
Towards Social and Ecological Corporate Governance (IVOR nr. 132) 2024/239:239 Open disclosure of insights and self-assessment.
Towards Social and Ecological Corporate Governance (IVOR nr. 132) 2024/239
239 Open disclosure of insights and self-assessment.
Documentgegevens:
mr. R.A.G. Heesakkers, datum 23-12-2023
- Datum
23-12-2023
- Auteur
mr. R.A.G. Heesakkers
- JCDI
JCDI:ADS944761:1
- Vakgebied(en)
Ondernemingsrecht (V)
Toon alle voetnoten
Voetnoten
Voetnoten
See section 7.3.3, nr. 200, above for my recommendation in relation to the standard for the weighing of interests by the board.
Deze functie is alleen te gebruiken als je bent ingelogd.
The external disclosure of insights and self-assessment by the executive board and supervisory board plays another key role in holding the board accountable for its interference with social and ecological interests. Current legal developments increasingly require boards to share the insights gathered by their internal monitoring systems in their annual report, potentially extending the boundaries of reporting beyond the general responsibility of the board. In my view, this responsibility to share insights should be decoupled from the question of whether boards are responsible for overcoming the problems identified in their monitoring systems. In other words, boards should be able to share insights concerning problems in their corporate ecosystem even if they have no responsibility for solving those problems. The aim of sharing insights concerning social and ecological problems should be to enable external stakeholders and experts to participate in the process of finding solutions in collaboration with the board and other relevant stakeholders. In my understanding, the ecosystem perspective emphasizes the need for such collaborative learning in order to overcome social and ecological problems. The disclosure of insights from internal monitoring systems therefore contributes to the greater aim of gaining a systemic understanding of the problems faced by corporations and particularly by the larger ecosystems in which they operate.
In relation to the disclosure of the self-assessment by the executive board and supervisory board, boards should be required to share their considerations in relation to specific decisions in their respective annual statements. Building on the earlier discussion on the standards for the weighing of social and ecological interests, such a disclosure of considerations should include references to general standards of efficiency, fairness and resilience as well as to shared best practices.1 The primary aim of such disclosure is to enable external stakeholders to evaluate the considerations of the board and to determine whether its interference with social and ecological interests is legitimate. As such, I argue that the disclosure of the self-assessment in the annual statements by the executive and supervisory boards is necessary for external stakeholders to hold the board accountable for its interference with social and ecological interests. Meanwhile, the ulterior motive for requiring boards to share their considerations is to encourage open dialogue with stakeholders, experts and other representatives of civil society about the best way for boards to overcome the social and ecological problems faced by their corporations. Instead of viewing disclosure by the board as a unilateral form of accountability, stakeholders should approach such disclosure with the shared responsibility of learning about social and ecological problems and collaboratively finding workable solutions to overcome them. In my view, such engagement in the spirit of collaborative learning would reflect the approach of ecosystem stewardship as proposed by the ecosystem perspective.
Figure 26. Recommendations in relation to board accountability