A/HRC/11/13
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greater policy coherence in business and human rights. Therefore, he is surveying
Member States. He is grateful to OHCHR for facilitating the survey, and urges all Governments
to respond.
23. The Special Representative is also exploring several other policy domains closely related
to the State duty to protect - corporate law, investment and trade agreements, and international
cooperation, particularly with respect to conflict affected areas.
A. Corporate law
24. Corporate law directly shapes what companies do and how they do it. Yet its implications
for human rights remain poorly understood. Traditionally, the two have been viewed as distinct
legal and policy spheres, populated by different communities of practice. That trend is beginning
to change as Governments and courts introduce more public interest considerations into the
equation. A few examples illustrate the trend.
25. Recently adopted Danish legislation requires larger companies to report on their
CSR programme, or report that they lack one.26 The recently revised Companies Act in the
United Kingdom requires directors to “have regard” to such matters as “the impact of the
company’s operations on the community and the environment” as part of their duties towards the
company.27 The United Kingdom Government recently confirmed that pension fund trustees are
not prohibited from considering social, environmental and ethical issues in their investment
decisions, provided they act in the fund’s best interests.28 The recent South African
Companies Act allows the Government to prescribe social and ethics committees for certain
companies.29 A draft companies bill in India includes a provision requiring publicly listed
companies above a certain size to have a board-level “stakeholder relations committee” to
“consider and resolve the grievances of stakeholders”.30
26. In the United States, Federal statutes require publicly listed companies to have robust
programmes to assess, manage and report on material risks. None refers to human rights
explicitly, but material risks clearly do encompass human rights issues: since the path-breaking
Doe v. Unocal litigation in 1997, more than 50 cases have been brought against companies under
the Alien Tort Statute alleging corporate involvement in human rights abuse abroad.
Reputational damage and operational disruptions pose additional risks.
26
Act amending the Danish Financial Statements Act, entered into force 1 January 2009.
27
Section 172 (1) (d) of the UK Companies Act (2006), entered into force 1 October 2007.
28
Statement by Lord McKenzie of Luton, Parliamentary Under-Secretary of State, Department
of Work and Pensions, Parliamentary Hansard (26 November 2008).
29
Section 72 (4), 2008 South African Companies Act.
30
Section 158 (12-13), 2008 Indian Companies Bill.
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