Equality and Human Rights Commission

Business
and
human
rights:
A five-step guide for
company boards
2

About this publication

What is the aim of this publication?
This guide is for boards of UK companies. It sets out five steps boards should follow to
satisfy themselves that their companies identify, mitigate and report on the human rights
impacts of their activities. These steps will also help boards to reflect their leadership and
fiduciary duties.

This guide also provides advice on how boards can meet the UN Guiding Principles on
Business and Human Rights, the global standard, which outline the role of business and
governments in respecting human rights. The Guiding Principles do not create any new
international legal obligations on companies, but they can help boards to operate with
respect for human rights and meet their legal responsibilities set out in domestic laws.
They are also supported by the UK Government.

Why has the Equality and Human Rights

Commission produced it?
The Equality and Human Rights Commission is a statutory body established under the
Equality Act 2006 to encourage equality and diversity, eliminate unlawful discrimination,
and protect and promote human rights. We are also a UN-accredited ‘A status’ National
Human Rights Institution.

Acknowledgements
We are grateful to everyone who contributed their expertise to the development of
this guide. We would like to thank the non-profit organisation Shift, which facilitated its
development, and their Expert Advisory Group: Mike Ashley, Non-Executive Director,
Barclays; Anthony Carey, Mazars; George Dallas, International Corporate Governance
Network; Sarah Hemsley, Selfridges; Colin Melvin, Hermes Investment Management;
Tom Player, Eversheds; Mphu Ramatlapeng, Non-Executive Director, Anglo American Plc;
Neil Stevenson, International Integrated Reporting Council; and David Styles, Financial
Reporting Council.
 3

Introduction
Human rights are basic rights and freedoms for everyone
based on dignity, fairness, equality and respect.
A company may affect people’s human rights through its own activities or through its
business relationships. Examples include child labour or forced labour within the supply
chain; breaches of individuals’ privacy or restrictions on free speech; poor safety or security
practices; and environmental pollution causing harm to people’s health. These impacts on
human rights can arise in business operations abroad or in the UK and can result in local
or global operational, financial, legal or reputational risks, such as complaints, litigation, or
operational delays that drive up costs and harm the company brand.

When companies operate with a culture of respect for human rights they become brands,
partners, investments and employers of choice. This guide sets out the five steps boards
should take to satisfy themselves that their companies understand the potential human
rights impacts of their activities, take effective steps to mitigate or remedy them, and report
on how they do this.

This guide also provides advice on how boards can meet the UN Guiding Principles on
Business and Human Rights, the global standard, which outline the role of business and
governments in respecting human rights. The Guiding Principles do not create any new
international legal obligations on companies, but they can help boards to operate with
respect for human rights and meet their legal responsibilities set out in domestic laws. They
are also supported by the UK Government.

The UN Guiding Principles are based on a ‘Protect, Respect and Remedy’ framework which
says that:

• states have a duty to protect against human rights abuses by third parties, such as
business, through their policies, regulation and adjudication

• companies have a responsibility to respect human rights, that is, to avoid infringing on the
rights of others and to address any infringements with which they are involved, and

• states and companies must take steps to ensure that there are effective judicial and non-
judicial remedies available to people whose human rights are abused.
4

The Five Steps

We recommend that boards should follow five steps to ensure that
their company is fulfilling its responsibility to respect human rights
in a robust and coherent manner that meets the expectations of
the UN Guiding Principles and UK statutory reporting obligations.
Boards should be aware of the company’s salient, or most severe,
human rights risks, and ensure the company:

1 embeds the responsibility to respect

human rights into its culture, knowledge
and practices

2 identifies and understands its salient,

or most severe, risks to human rights

3 systematically addresses its salient,

or most severe, risks to human rights
and provides for remedy when needed

4 engages with stakeholders to inform

its approach to addressing human rights
risks, and

5 reports on its salient, or most severe,

human rights risks and meets regulatory
reporting requirements

There are questions to guide board members’ discussions with

senior management on p.17.
 5

1
Step One:
Ensure the company embeds
the responsibility to respect
2
human rights into its culture,
knowledge and practices
Ensuring the company has a public commitment to respect
3 that makes human
human rights is the foundation for a culture
rights a consistent part of how it does business, works with
partners, manages risks and reports on activities.
The board and senior management should provide a consistent narrative and messages
about the significance of respect for human rights to the success of the company.

As part of the board’s overall responsibility for determining the nature and extent of the
4
company’s principal risks, the board should satisfy itself that it understands likely human
rights risks in its sector, the company’s most salient human rights risks, and how it manages
or mitigates them.

5
6

The board should ensure that at least one of its members has business and human rights
expertise and/or appoint a human rights champion. The board should be aware of the
range of human rights contained in the Universal Declaration of Human Rights and the
International Labour Organization’s core conventions, as well as the standard of conduct
for business set out in the UN Guiding Principles.

The executive team should confirm to the board that it has expertise on human rights,
distinct from other aspects of sustainability.

To understand how the company has embedded human rights across all business
practices, the board should ask for information and evidence on how it has:

• allocated lead responsibility for human rights at operational and senior management
levels, and equipped staff for those roles

• ensured shared responsibility across different company functions whose actions and
decisions may pose risks to human rights

• implemented governance procedures to make sure the most severe and systemic
human rights issues are escalated to the board

• encouraged staff to talk openly about human rights issues, including tensions between
human rights and commercial priorities

• provided performance incentives that motivate staff to manage human rights risks

• learned from its experience in identifying and mitigating human rights risks to support
continuous improvement, and

• identified indicators to assess the effectiveness of its human rights risk management
processes.
 7

2
Step Two:
Ensure the company
identifies and understands its
3
salient, or most severe, risks
to human rights
Human rights due diligence focuses on risks to people, not
risks to the business. 4
It is an ongoing process through which a company understands when, where and how
it could impact on human rights, prioritises these risks for action, takes steps to address
them, tracks the effectiveness of its efforts, and communicates with internal and external
stakeholders.

The UN Guiding Principles make clear that companies should prioritise human rights risks

5
based on their severity, that is, how grave, widespread and hard to remedy they are. These
are the company’s salient human rights issues.

The process of identifying the salient human rights issues not only helps a company
understand where the greatest risks to people lie across its business, it also helps a
company uncover where rights-related risks to the business are likely to be found.

Certain risks to human rights can be integral to what a company does, where it works, how
it is structured and the way it makes decisions. The board should periodically review these
high-level risks. Examples include:

• Business model risks: for example, companies that rely on bringing cheap products to
market with narrow profit margins for suppliers, on being fastest to market, or on highly
seasonal production, may incentivise suppliers to pay their workers below the living wage,
require excessive overtime, and cut corners on safety.

• Business relationship risks: for example, a company in a joint venture with a

government that has a poor human rights record may find that its licence to land or
mineral rights is awarded without due process and consultations with local communities,
or that police or military suppress community opposition.
8

• Operating context risks: for example, a company working in regions with high levels
of conflict, corruption or weak rule of law is likely to face increased risk of involvement
with human rights abuses, which arise more easily and are less likely to be remedied in
these contexts.

• Workforce risks: for example, a company with a significant proportion of low-skilled

migrant labour in its workforce or supply chain, or which encourages the use of
workers on contract from a third-party employer, may find that these workers lack full
legal protection, freedom of association rights and access to remedy, and also face
exploitative working conditions.

• Public policy risks: for example, a company that lobbies against laws and regulations
that protect human rights may undermine a state’s duty to do so, making it more difficult
for companies in general to operate in that country with respect for human rights.

For further information about these risks and examples of mitigating measures, see
www.equalityhumanrights.com/businesshumanrights.
 9

3
Step Three:
Ensure the company
systematically addresses its
4
salient, or most severe, risks to
human rights and provides for
remedy when needed
5
When a company has identified its salient human rights risks
as part of its due diligence, it should then consider how it can
prevent or reduce them.
It should also provide for remedy if it causes or contributes to any harm to people’s human
rights.

Companies can use their influence to reduce risks to human rights occurring through their
value chains and other business relationships. Boards should review how their companies
mitigate these risks using different types of influence. Examples include:

• Commercial influence: companies may: use terms of tenders, contracts or joint venture
agreements to set human rights standards, and audit their supply chains to ensure they
are implemented; and promise better prices or future business to partners that meet
human rights standards. When severe impacts persist despite efforts to mitigate them,
companies should consider ending business relationships.

• Business influence: companies can improve the standards and business practices
of their suppliers through training, integrating international or industry standards into
negotiations, and delivering a consistent message to partners about their approach to
human rights across all levels and parts of the company.

• Influence through action with business peers: companies can work with their peers
to develop joint solutions to shared human rights challenges, for example, they can agree
standard requirements for suppliers or a joint public stance on human rights standards in
discussion with a government.
10

• Influence through action via local and international organisations: to reduce

human rights risks companies may help build the human rights knowledge and
skills of local industry associations, encourage better enforcement practices by local
governments, and work with governments and international agencies to encourage law
and practices that protect human rights.

• Influence through multi-stakeholder initiatives: companies can collaborate with

business, governments, international and civil society organisations to develop,
implement and monitor industry standards, or establish joint strategies for tackling
systemic challenges.

Where a company identifies that it has caused or contributed to a negative impact on

human rights, it has a responsibility to provide timely and effective remedy to the people
who are affected. Boards should ensure that the company has fair and transparent
processes in place to receive and address complaints that are accessible to those whose
human rights may be affected by the company’s activities.

For further information about risks and examples of mitigating measures, see
www.equalityhumanrights.com/businesshumanrights.
 11

4
Step Four:
Ensure the company
engages with stakeholders to
5
inform its approach to addressing
human rights risks
As part of its human rights due diligence, the company should talk to a wide range of
stakeholders to help it to:

• accurately identify human rights risks and impacts, and take effective action to address
them

• understand how stakeholders perceive the actions the company takes to manage and
mitigate risks and track their effectiveness, and

• integrate these insights into company decision making and practices.

12

Different types of stakeholders offer different perceptions of company activities and

impacts. They include:

• people directly affected by a company’s activities, such as staff, workers in the supply
chain and their union representatives, local communities and their leaders

• experts who understand the perspectives and concerns of local groups, such as local
non-governmental organisations and researchers, and

• experts who understand human rights issues in a particular industry or in high-

risk geographical regions, such as national and international non-governmental
organisations and trade unions, and socially responsible investors, lawyers and
consultants.

The board should ensure that the company’s engagement strategy:

• encourages openness to engaging with all stakeholder groups, including critics

• creates channels for communication with groups that lack influence but may be more
vulnerable to impacts

• builds constructive relationships for dialogue rather than engaging only when it serves
the company

• is delivered by staff with the right skills to communicate effectively

• supports the integration of stakeholder feedback into company decision making, and

• involves stakeholders affected by human rights risks in the design and promotion of
the company’s arrangements for dealing with complaints and grievances.
 13

5
Step Five:
Ensure the company
reports on its salient, or most
severe, human rights risks and
meets regulatory reporting
requirements
The UN Guiding Principles make clear that companies should
report on how they address severe human rights risks, that
is, their salient human rights issues. The Guiding Principles
enable companies to publicly explain how they meet their
commitment to respect human rights to a wide range of
stakeholders in a coherent narrative.
Reporting enables:

• the company to publicly explain how it meets its commitment to respect human rights to a
wide range of stakeholders in a coherent narrative

• the company to comply with regulatory reporting requirements and to demonstrate that it
is taking reasonable steps to address human rights risks

• stakeholders to evaluate how well the company understands and manages human rights
risks and demonstrates that its policy commitment is reflected in practice, and

• investors, business partners and employees to identify the company as an investment/

partner/employer of choice.

A company can choose to report on its salient human rights issues in its annual report,
sustainability report or in a stand-alone document. Whatever form the reporting takes, it
should be easy for stakeholders to find on the company website and written in a manner that
is accessible to all readers.
14

To meet the UN Guiding Principles, the company’s human rights reporting should:

• focus on its salient human rights issues and explain why and how it has determined this
focus

• show how its commitment to human rights has been practically implemented across its
business practices

• discuss how the company is tackling particular human rights challenges and provide
clear and relevant examples demonstrating how its actions are influencing human rights
outcomes, and

• include performance indicators or other metrics that offer evidence of progress over
time.

The UN Guiding Principles Reporting Framework offers a good starting point for how
companies should report and manage their salient human rights issues. A summary of UK
statutory reporting requirements can be found on the next page.
 15

Reporting requirements in the UK

The UN Guiding Principles on Business and Human Rights set the expectation
that companies should identify and address human rights risks, and track and
communicate how effectively they do so. This global standard is reflected in various
areas of UK Government policy and law. The UK Government’s 2013 National Action
Plan on business and human rights states that companies should respect human rights
wherever they operate. Recent amendments to EU and domestic law now place duties
on companies related to disclosure about how they manage their human rights impacts.

The Companies Act 2006 requires that UK listed companies include non-financial
information in a strategic report to ‘the extent necessary for an understanding of the
development, performance or position of [the company’s] business’.1 The Act will be
revised in 2016 to incorporate provisions of the EU Non-Financial Reporting Directive
of 2014.

The EU Non-Financial Reporting Directive 2014 applies to large public interest

companies (including listed companies, banks and insurance companies) with over
500 employees. It requires the disclosure of information relating to human rights
(among other issues) ‘to the extent necessary for an understanding of the undertaking’s
development, performance, position and impact of its activity’.2 Such disclosure should
include the company’s policy and its outcomes, due diligence processes, principal risks,
and (where relevant and proportionate) its business relationships, products or services
that are likely to cause adverse impacts, along with information about how those risks
are managed.

The Modern Slavery Act 2015 requires boards to approve and publish an annual
slavery and human trafficking statement on their website where the business has a
turnover of £36 million or more and carries out any operations in the UK. The statement
may include information about:

• the organisation’s structure, business and supply chains

• policies in relation to slavery and human trafficking

• due diligence processes in relation to slavery and human trafficking in its business
and supply chains

• the parts of its business and supply chains where there is a risk of slavery and human
trafficking taking place, and the steps it has taken to assess and manage that risk

1The Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013. See https://frc.org.uk/
FRC-Documents/Accounting-and-Reporting/BIS-letter-guidance-on-narrative-reporting.pdf
2Directive 2014/95/EU of the European Parliament and of the Council 22 October 2014, amending
Directive 2013/34/EU as regards disclosure of non-financial and diversity information by certain large
undertakings and groups. See Article 19a.
16

• its effectiveness in ensuring that slavery and human trafficking is not taking place in
its business or supply chains, measured against such performance indicators as it
considers appropriate, and

• training about slavery and human trafficking available to its staff.

The Financial Reporting Council’s non-mandatory Guidance on the Strategic Report states
that a strategic report should contain ‘material’ information. It explains that ‘information
is material if its omission or misrepresentation could influence the economic decisions
shareholders take on the basis of the annual report as whole’.3

The Financial Reporting Council’s UK Corporate Governance Code states that the board
should confirm in the annual report that it has carried out a robust assessment of the
principal risks facing the company, including those that would threaten its business model,
future performance, solvency or liquidity.4

3 Financial Reporting Council (2014), Guidance on the Strategic Report, Section 5.1.

4 Financial Reporting Council (2014), UK Corporate Governance Code, Section C.2.

 17

Human rights due diligence:

questions for boards to ask of their
executive teams
Board members may find these questions useful to guide
discussions with senior management about the company’s
salient human rights issues.

1. What is the company doing to make respect for human rights

a part of how it does business?
• Do company functions that pose risks to human rights have sufficient resources and
responsibility to manage and mitigate those risks?

• Is there a senior manager actively leading on human rights in the company?

• Are there procedures for human rights risks and impacts to be escalated to the board?

• How are staff encouraged to raise human rights risks and take steps to mitigate and
manage them? How are staff rewarded for doing so?

• What indicators assess the effectiveness of human rights risk management processes?

• Does a member of the executive team have expertise on human rights? Is there a board
champion for human rights?

2. How does the company know what negative impacts it may

have on people’s human rights?
• Does the company assess its human rights risks across its operations and supply chain,
geographic locations and decision making processes?

• What has the company identified as its salient human rights issues and on what basis?
Has it drawn on the experience and knowledge of a broad range of stakeholders?

• How do senior management know whether the company’s policies and processes
related to human rights are effective?
18

3. What steps is the company taking to reduce and mitigate

its risks?
• How does the company use its influence to reduce risks to human rights in its supply
chain and other business relationships?
• What does the company do to ensure it is not contributing to human rights impacts
through its own actions and decisions?
• Does the company work with others in the industry, or with multi-stakeholder groups to
address human rights risks?
• What is the company doing to provide remedy if its own actions or decisions lead to
impacts on human rights?

4. How does the company engage with stakeholders to help it

understand and address human rights risks?
• Does the company engage with a broad range of stakeholders across its business to
inform its understanding of human rights risks and its progress in reducing these risks?
• How do people inside or outside the company raise concerns about human rights
impacts, and how does the company know whether these channels work?

5. Does the company explain which human rights issues it is

reporting on and why?
• Does the company provide sufficient information to explain its human rights challenges
and provide examples of how its actions are improving human rights outcomes?
• Does the report include indicators or other metrics to provide evidence of progress over
time?
• Do senior management have enough information to meet regulatory reporting
requirements?

Further resources
More information about business and human rights is available from:
The Equality and Human Rights Commission:
www.equalityhumanrights.com/businesshumanrights
The UN Office of the High Commissioner on Human Rights:
www.ohchr.org/EN/Issues/Business/Pages/BusinessIndex.aspx
The Business and Human Rights Resource Centre portal:
http://business-humanrights.org/en/un-guiding-principles
The UN Guiding Principles Reporting Framework:
www.UNGPreporting.org
 
 19

Contacts
This publication and related equality and human rights resources are
available from the Commission’s website:
www.equalityhumanrights.com
For advice, information or guidance on equality, discrimination or
human rights issues, please contact the Equality Advisory and Support
Service, a free and independent service.

Website www.equalityadvisoryservice.com
Telephone 0808 800 0082
Textphone 0808 800 0084
Hours 09:00 to 20:00 (Monday to Friday)
10:00 to 14:00 (Saturday)
Post FREEPOST Equality Advisory Support Service FPN4431
Questions and comments regarding this publication may be
addressed to: correspondence@equalityhumanrights.com.
The Commission welcomes your feedback.

Alternative formats
This publication is also available as a Microsoft Word file from
www.equalityhumanrights.com. For information on accessing a
Commission publication in an alternative format, please contact:
correspondence@equalityhumanrights.com.

© 2016 Equality and Human Rights Commission

Published May 2016

ISBN: 978-1-84206-674-4
© 2016 Equality and Human Rights Commission
Published: May 2016

ISBN: 978-1-84206-674-4