Towards Social and Ecological Corporate Governance
Einde inhoudsopgave
Towards Social and Ecological Corporate Governance (IVOR nr. 132) 2024/234:234 Towards reporting as collaborative learning.
Towards Social and Ecological Corporate Governance (IVOR nr. 132) 2024/234
234 Towards reporting as collaborative learning.
Documentgegevens:
mr. R.A.G. Heesakkers, datum 23-12-2023
- Datum
23-12-2023
- Auteur
mr. R.A.G. Heesakkers
- JCDI
JCDI:ADS944838:1
- Vakgebied(en)
Ondernemingsrecht (V)
Deze functie is alleen te gebruiken als je bent ingelogd.
In my assessment, the development of extending the content of the annual report to include statements by the executive and supervisory boards and the disclosure of internal monitoring imply a changing role for reporting in the external accountability of the board. While the partnership perspective mainly views reporting as a tool for strategic stakeholders to evaluate their commitment to the corporation, the institutional and ecosystem perspectives suggest a shift towards viewing reporting as a tool for the board to account for its decisions in relation to larger public interests. The role of the report changes from a unilateral account of the way in which the board has discharged its responsibility towards a more collaborative endeavour in which the report serves as a basis for further dialogue between the board and relevant stakeholders and experts in civil society. As a consequence of this shift, the boundaries of the reporting that is expected from the board may become decoupled from the boundaries of the general responsibility of the board towards social and ecological interests. In other words, the board may be required to share insights about facts or problems discovered in the operations of its corporate enterprise, without being responsible for solving those problems.
In my view, such a decoupling of the responsibility for reporting from the responsibility to solve social and ecological problems need not be problematic. Instead, the sharing of insights by the board may be valuable in itself for gaining a better understanding of the needs and limits of the larger ecosystems in which its enterprise operates. Meanwhile, this extension of reporting beyond board responsibility alters the role of reporting in the external accountability of the board. While the report remains an important tool for stakeholders to assess whether the board has fulfilled its general responsibility towards stakeholder interests and the needs of its environment, the board should be able to share insights about any discovered problems without being held responsible for them. Instead of holding the board accountable for all of the contents shared in its report, the stakeholders receiving the report acquire a shared responsibility to find workable solutions for overcoming any problems discovered by the board in cooperation with other corporations, stakeholders or civil society. In sum, I articulate the following recommendation in relation to aligning the boundaries of reporting with the general responsibility of the board:
RECOMMENDATION 11 (ALIGNING REPORTING BOUNDARIES): the responsibility of the board for sharing information about problems in its corporate ecosystem should be decoupled from the question of its responsibility for overcoming such problems, allowing for information to be openly shared with external stakeholders and experts.