Changes from report parliamentary committee draft to plenary report

AddedArticle 19 – paragraph 3: 3. Member States shall ensure that supervisory authorities assess the substantiated concerns and, where appropriate, exercise their powers as referred to in Article 18 within a reasonable period of time.

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ChangedArticle 19 – paragraph 4 a (new):4: 4a.4. The supervisory authority shallshall, makeas availablesoon toas possible and in accordance with the relevant provisions of national law and in compliance with Union law, inform the person thatreferred hasto submittedin aparagraph 1 of the result of the assessment of their substantiated concern alland informationof regardingits decision to accede to or refuse the measuresrequest taken,for action, and shall allowprovide thatthe personreasoning tofor provideit, and a description of the further steps and measures it will take. Supervisory authorities may allow for additional information into responsebe toprovided by the evidenceperson receivedwho fromhas submitted the company.concern.

Change 72

AddedArticle 19 – paragraph 4 a (new): 4a. Member States shall ensure that supervisory authorities establish easily accessible channels for receiving concerns. Procedures to submit substantiated concerns shall be fair, equitable, timely and free of charge. Member States shall ensure that practical information is made available to the public on access to administrative and judicial review procedures.

Article 19 – paragraph 5: 5. Member States shall ensure that the persons submitting the substantiated concern according to this Article have access to a court or other independent and impartial public body competent to review the procedural and substantive legality of the decisions, acts or failure to act of the supervisory authority.

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RemovedArticle 19 – paragraph 5 a (new): 5a. Any such procedure shall be fair, equitable, timely and not prohibitively expensive. Member States shall ensure that practical information is made available to the public on access to administrative and judicial review procedures.

AddedArticle 20 – paragraph 2: 2. In deciding whether to impose sanctions and, if so, in determining their nature and appropriate level, due account shall be taken of:

RemovedArticle 20 – paragraph 2: 2. In deciding whether to impose sanctions and, if so, in determining their nature and appropriate level, due account shall be taken of: / (a) the company’s efforts to comply with any remedial action required of them by a supervisory authority; / (b) any investments made and any targeted support provided pursuant to Articles 7 and 8; / (c) any collaboration with other entities to address adverse impacts in its value chains; / (d) the severity and duration of the company’s infringement, or the severity of any potential or actual adverse impact, as the case may be; / (e) the extent to which prioritisation decisions were reasonable, credible and taken in good faith; / (f ) any previous infringements by the company of national provisions adopted pursuant to this Directive; / (g ) the financial benefits gained or losses avoided by the company due to the infringement, if the relevant data are available; / (h ) penalties imposed in respect of the same infringement in other Member States; / (i ) the degree to which the company has dealt with complaints or proposals raised by stakeholders, including pursuant to Article 9; / (j ) any other aggravating or mitigating factors applicable to the circumstances of the case.

AddedArticle 20 – paragraph 2 – point a (new): (a) the company’s efforts to comply with any remedial action required of them by a supervisory authority;

RemovedArticle 20 – paragraph 3 a (new): 3a. Sanctions may also include the request to perform an action, exclusion from public procurement, from export credits, from trade missions and from advisory bodies to governments.

AddedArticle 20 – paragraph 2 – point b (new): (b) any investments made and any targeted support provided pursuant to Articles 7 and 8;

RemovedArticle 20 – paragraph 4: 4. Member States shall ensure that any decision of the supervisory authorities containing sanctions related to the breach of the provisions of this directive is published no later than a month after the sanction is imposed.

AddedArticle 20 – paragraph 2 – point c (new): (c) any collaboration with other entities to address adverse impacts in its value chains;

RemovedArticle 21 – paragraph 1 – subparagraph 2: The Commission shall invite the European Agency for Fundamental Rights, the European Environment Agency, the European Labour Authority and the European Securities and Markets Authority and other Union agencies with relevant expertise in the areas covered by this Directive to join the European Network of Supervisory Authorities.

AddedArticle 20 – paragraph 2 – point d (new): (d) the seriousness and duration of the company’s infringement, or the severity of the impacts that have occurred;

RemovedArticle 21 – paragraph 8 a (new): 8a. The Commission shall regularly communicate on the activities of the network.

AddedArticle 20 – paragraph 2 – point e (new): (e) the extent to which prioritisation decisions were reasonable, credible and taken in good faith;

RemovedArticle 22 – paragraph 1 – point a: (a) they or a company under their control failed to comply with the obligations laid down in this Directive and;

AddedArticle 20 – paragraph 2 – point f (new): (f) any previous infringements by the company of national provisions adopted pursuant to this Directive;

RemovedArticle 22 – paragraph 1 – point b: (b) as a result of this failure the company or a company under their control caused or contributed to an adverse impact that should have been identified, prevented, mitigated, brought to an end, remedied or its extent minimised through the appropriate measures laid down in this Directive and led to damage.

AddedArticle 20 – paragraph 2 – point g (new): (g) the financial benefits gained or losses avoided by the company due to the infringement, if the relevant data are available;

RemovedArticle 22 – paragraph 2 – subparagraph 1: Where there is a claim for damages in accordance with paragraph 1 and the claimant provides prima facie elements substantiating the likelihood of the defendant’s liability, Member States shall ensure that where a company can demonstrate that it complied with its obligations under this Directive, it shall not be liable, unless it was unreasonable, in the circumstances of the case, to expect that the action actually taken, including as regards verifying compliance, would be an appropriate measure to prevent, mitigate, bring to an end or minimise the extent of the adverse impact.

AddedArticle 20 – paragraph 2 – point h (new): (h) penalties imposed in respect of similar infringements in other Member States;

RemovedArticle 22 – paragraph 2 – subparagraph 2: In the assessment of the existence and extent of liability, due account shall be taken of the company’s efforts, insofar as they relate directly to the damage in question, to take remedial action, including that required of them by a supervisory authority, any investments made and any targeted support provided pursuant to Articles 7 and 8, as well as any collaboration with other entities and affected stakeholders to address adverse impacts in its value chains.

AddedArticle 20 – paragraph 2 – point i (new): (i) whether the company has effectively dealt with complaints or proposals raised by persons or affected stakeholders, including pursuant to Article 9;

RemovedArticle 22 – paragraph 2 a (new): 2a. Member States shall ensure that: / (a) the limitation period for bringing actions for damages is at least ten years, and that such period is to be interrupted or suspended, depending on national law, if the supervisory authority is taking action under Article 18; / (b) claimants are able to seek injunctive measures before Union courts, including summary proceedings. These shall be in the form of a definitive or provisional measure to cease an action which may be in breach of this Directive, or to comply with a measure in this Directive; / (c) measures are in place to ensure that costs of the proceedings are not prohibitively expensive for claimants to seek justice, which may include structural support, legal aid and limitation of court and administrative fees; / (d) measures are in place to ensure that trade unions and civil society organisations acting in the public interest can jointly bring actions for the protection of a group of victims; / (e) when a claim is brought, that a claimant provides elements substantiating the likelihood of a company’s liability under this Directive and has indicated that additional evidence lies in the control of the company, courts are able to order that such evidence be disclosed by the company in accordance with national procedural law, subject to the Union and national rules on confidentiality and proportionality.

AddedArticle 20 – paragraph 2 – point j (new): (j) any other aggravating or mitigating factors applicable to the circumstances of the case.

RemovedArticle 22 – paragraph 4: 4. The civil liability rules under this Directive shall be without prejudice to Union or national rules on civil liability, including rules on joint and several liability, related to adverse human rights impacts or to adverse environmental impacts that provide for liability in situations not covered by or providing for stricter liability than this Directive.

AddedArticle 20 – paragraph 2 a (new): 2a. At least the following measures and sanctions shall be provided for: / (a) pecuniary sanctions; / (b) a public statement indicating that a company is responsible and the nature of the infringement; / (c) the obligation to perform an action, including to cease the conduct constituting the infringement and to desist from any repetition of that conduct; / (d) the suspension of products from free circulation or export.

RemovedArticle 24 – paragraph 1: Member States shall ensure that companies applying for public support certify that no sanctions have been imposed on them for a failure to comply with the obligations of this Directive in the 3 years prior to the application.

AddedArticle 20 – paragraph 3: 3. When pecuniary sanctions are imposed, they shall be based on the company’s net worldwide turnover. The maximum limit of pecuniary sanctions shall be not less than 5% of the net worldwide turnover of the company in the business year preceding the fining decision.

RemovedArticle 24 – paragraph 1 a (new): In accordance with Article 18(2) of Directive 2014/24/EU of the European Parliament and of the Council129d, Article 36(2) of Directive 2014/25/EU of the European Parliament and of the Council129e and Article 30(3) of Directive 2014/23/EU of the European Parliament and of the Council129f, Member States shall take appropriate measures to ensure that in the performance of public procurement or concession contracts companies comply with the obligations laid down in national provisions adopted pursuant to Articles 4 to 11a of this Directive. / 129d Directive 2014/24/EU of the European Parliament and of the Council of 26 February 2014 on public procurement and repealing Directive 2004/18/EC (OJ L 94, 28.3.2014, p. 65). / 129e Directive 2014/25/EU of the European Parliament and of the Council of 26 February 2014 on procurement by entities operating in the water, energy, transport and postal services sectors and repealing Directive 2004/17/EC (OJ L 94, 28.3.2014, p. 243). / 129f Directive 2014/23/EU of the European Parliament and of the Council of 26 February 2014 on the award of concession contracts (OJ L 94, 28.3.2014, p. 1).

AddedArticle 20 – paragraph 3 – subparagraph 1 a (new): Member States shall ensure that, with regards to companies referred to in Article 2(1), point (b) and Article 2(2), point (b), administrative pecuniary sanctions are calculated taking into account the consolidated turnover reported by that company.

RemovedArticle 25 – paragraph 1: 1. Member States shall ensure that, when fulfilling their duty to act in the best interest of the company, directors of companies referred to in Article 2(1) evaluate and address the consequences of their decisions for sustainability matters, including human rights, climate change, environmental and good governance actual or potential adverse impacts in the short, medium and long term.

AddedArticle 20 – paragraph 3 a (new): 3a. Member States shall lay down rules so that companies which are formed in accordance with the legislation of a third country under Article 2(2) shall be excluded from public procurement processes if they fail to appoint an authorised representative under Article 16.

RemovedArticle 26 – title: Setting up, overseeing and incentivising due diligence and plans to combat climate change

AddedArticle 20 – paragraph 4: 4. Member States shall keep a record of sanctions that have been imposed and ensure that any decision of the supervisory authorities containing sanctions related to the breach of the provisions of this directive is published. The published decision shall not contain any personal data within the meaning of Article 4(1) of Regulation (EU) 2016/679.

RemovedArticle 26 – paragraph 1: 1. Member States shall ensure that directors of companies referred to in Article 2(1) are responsible for putting in place and overseeing the due diligence actions referred to in Article 4, and for ensuring that the overall business model and strategy of the company is aligned to the transition to a sustainable economy and with the limiting of global warming to 1.5 °C in line with the Paris Agreement as provided for in Article 15, with due consideration for relevant input from stakeholders, including civil society organisations and trade unions and workers’ representatives. The directors shall regularly report to the board of directors in that respect.

AddedArticle 21 – paragraph 1 – subparagraph 1: The Commission shall set up a European Network of Supervisory Authorities, composed of representatives of the supervisory authorities. The Network shall facilitate the cooperation of the supervisory authorities and the coordination and alignment of regulatory, investigative, sanctioning and supervisory practices of the supervisory authorities and, as appropriate, sharing of information among them, as well as ensuring regular public communication on the activities of the Network.

RemovedArticle 26 – paragraph 2: 2. Member States shall ensure that directors adapt the business model and strategy to address sustainability risks and the actual and potential adverse impacts identified pursuant to Article 6 and any measures taken pursuant to Articles 7 to 9 and the plan to combat climate change adopted pursuant to Article 15.

AddedArticle 21 – paragraph 1 – subparagraph 2: The Commission shall invite the European Agency for Fundamental Rights, the European Environment Agency, the European Labour Authority, the European Innovation Council and SMEs Executive Agency, and the European Securities and Markets Authority and other Union agencies with relevant expertise in the areas covered by this Directive to join the European Network of Supervisory Authorities.

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ChangedArticle 2621 – paragraph 2 a (new): 2a. Member States shall ensurecooperate thatwith companiesthe dulyNetwork takein intoorder accountto theidentify fulfilmentthe ofcompanies thewithin obligationstheir referredjurisdiction to, in paragraphsparticular 1by andproviding 2all whennecessary settinginformation variablein remunerationorder forto directors,assess withwhether a significant portion of that remuneration to benon-European linkedcompany tofulfils the achievement of sustainabilitycriteria targets,set in particular greenhouse gas emission reductionArticle targets.2.

Change 75

RemovedMoved from Article 15

AddedArticle 21 – paragraph 8 a (new): 8a. The European Network of Supervisory Authorities shall publish a register of non-EU companies and their compliance.

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ChangedArticle 2922 – paragraph 1 – point a: (a) whether the thresholds regarding thethey numberfailed ofto workerscomply andwith netthe turnoverobligations laid down in Article 2(1) need tothis beDirective lowered;and;

Change 77

RemovedArticle 29 – paragraph 1 – point d: deleted

AddedArticle 22 – paragraph 1 – point b: (b) as a result of this failure the company caused or contributed to an actual adverse impact that should have been identified, prioritised, prevented, mitigated, brought to an end, remediated or its extent minimised through the appropriate measures laid down in this Directive and led to damage.

RemovedAnnex I – Part I – subheading 1: Rights and prohibitions included in international human rights agreements

AddedArticle 22 – paragraph 2 – subparagraph 1: deleted

RemovedAnnex I – Part I – subheading 1– point 1: 1. The people's right to dispose of a land's natural resources and to not be deprived of means of subsistence in accordance with Article 1 of the International Covenant on Civil and Political Rights;

AddedArticle 22 – paragraph 2 – subparagraph 2: In the assessment of the existence and extent of liability, due account shall be taken of the extent of the company’s efforts, insofar as they relate directly to the damage in question, to take remedial action, including that required of them by a supervisory authority, any investments made and any targeted support provided pursuant to Articles 7 and 8, as well as any collaboration with other entities and affected stakeholders to address adverse impacts in its value chains.

AddedArticle 22 – paragraph 2 a (new): 2a. Member States shall ensure that: / (a) the limitation period for bringing actions for damages is at least ten years and measures are in place to ensure that costs of the proceedings are not prohibitively expensive for claimants to seek justice; / (b) claimants are able to seek injunctive measures, including summary proceedings. These shall be in the form of a definitive or provisional measure to cease an action which may be in breach of this Directive, or to comply with a measure under this Directive; / (c) measures are in place to ensure that mandated trade unions, civil society organisations, or other relevant actors acting in the public interest can bring actions before a court on behalf of a victim or a group of victims of adverse impacts, and that these entities have the rights and obligations of a claimant party in the proceedings, without prejudice to existing national law; / (d) when a claim is brought, that a claimant provides elements substantiating the likelihood of a company’s liability under this Directive and has indicated that additional evidence lies in the control of the company, courts are able to order that such evidence be disclosed by the company in accordance with national procedural law, subject to the Union and national rules on confidentiality and proportionality.

AddedArticle 22 – paragraph 2 b (new): 2b. Companies that have participated in industry or multi-stakeholder initiatives, multi-stakeholders initiatives, or used third-party verification or contractual clauses to support the implementation of specific aspects of their due diligence obligations can still be held liable in accordance with this Article.

AddedArticle 22 – paragraph 3: 3. The civil liability of a company for damages arising under this provision shall be without prejudice to the civil liability of its subsidiaries or of any direct and indirect business partners in the value chain. In such instances as where a subsidiary is under the scope of this Directive and has been dissolved by the parent company or has dissolved itself intentionally in order to avoid liability, the liability can be imputed to the parent company in case there is no legal successor.

AddedArticle 22 – paragraph 4: 4. The civil liability rules under this Directive shall not limit companies' liability under Union or national legal systems, including rules on joint and several liability.

AddedArticle 24 – title: Public support, public procurement and public concessions

AddedArticle 24 – paragraph 1: Member States shall ensure that (non-)compliance with the obligations resulting from this Directive or their voluntary implementation qualifies as one of the environmental and social aspects to be taken into consideration in accordance with the rules applicable to the provision of public support or the award of public contracts and concessions.

AddedArticle 28 – paragraph 2: 2. The power to adopt delegated acts referred to in Article 3(2), Article 11 and Article 14(4a) shall be conferred on the Commission for a period of 5 years from … [date of entry into force of this Directive]. The Commission shall draw up a report in respect of the delegation of power no later than nine months before the end of the 5-year period. The delegation of power shall be tacitly extended for periods of an identical duration, unless the European Parliament or the Council opposes such an extension no later than three months before the end of each period.

AddedArticle 28 – paragraph 3: 3. The delegation of power referred to in Article 3(2), and Article 11 or Article 14(4a) may be revoked at any time by the European Parliament or by the Council. A decision to revoke shall put an end to the delegation of the power specified in that decision. It shall take effect the day following the publication of the decision in the Official Journal of the European Union or at a later date specified therein. It shall not affect the validity of any delegated acts already in force.

AddedArticle 28 – paragraph 6: 6. A delegated act adopted pursuant to Article 3(2), Article 11 or Article 14(4a) shall enter into force only if no objection has been expressed either by the European Parliament or the Council within a period of two months of notification of that act to the European Parliament and the Council or if, before the expiry of that period, the European Parliament and the Council have both informed the Commission that they will not object. That period shall be extended by two months at the initiative of the European Parliament or of the Council.

AddedArticle 29 – title: Review and reporting