A/HRC/14/27 proceedings to protect its interests, including for breach of directors’ duties, provided a court decides that the action is necessary to protect the claimant’s legal rights.26 41. Corporate law provisions requiring directors, as part of their duty to the company, to consider the company’s broader social impacts, including on human rights, would mark a significant step toward fostering rights-respecting corporate cultures, even if the benchmark remains the company’s own success. 42. Under criminal law, a fourth tool is recognizing the “corporate culture” of companies as a factor at the prosecution or sentencing stage – where “culture” refers to the adequacy of a company’s internal systems of oversight and control, coupled with prevailing company ethics. In Australia, a firm itself may be held liable when its systems and culture expressly or tacitly permit the commission of an offence by an employee or officer, including participation in an international crime.27 An Italian criminal statute similarly provides that a corporation can be found liable if it lacks effective systems of control and supervision.28 In the United States, the Federal Sentencing Guidelines require judicial consideration of whether a corporation has an “organizational culture that encourages ethical conduct and a commitment to compliance with the law” in assessing criminal penalties.29 Such provisions incentivize companies to ensure they have a culture of legal compliance and ethical standards. 43. In conclusion, most Governments are still at an early stage of policy development in fostering rights-respecting corporate practices – ironically, the most underutilized tools are those that most directly shape business behaviour. States should reconsider the misconception that companies invariably prefer, or benefit from, State inaction. Indeed, where companies are facing difficult, politically charged situations, they are particularly in need of and look for guidance from Governments on how to manage the risks such environments inevitably pose. D. Conflict-affected areas 44. The worst corporate-related human rights abuses occur amid armed conflict over the control of territory, resources or a government itself – where the human rights regime cannot be expected to function as intended and illicit enterprises flourish. However, even reputable firms may become implicated in abuses, typically committed by others; for example, security forces protecting company installations and personnel. Businesses increasingly seek guidance from States. Yet, Governments — host, home and neighbouring alike — are reluctant and poorly equipped to provide such assistance.30 Even the directly relevant Voluntary Principles on Security and Human Rights still lack a critical mass of participating States. 45. As noted, the Special Representative has convened a group of States in informal, scenario-based, off-the-record brainstorming sessions to generate innovative and practical approaches for preventing and mitigating corporate abuses in these difficult contexts. On the agenda are the potential roles of home-country embassies; closer cooperation among home26 27 28 29 30 10 Section 165, Companies Act 2008, expected to come into force in 2010. Sections 12.3, para. 2 (c) and (d), Criminal Code Act 1995 (Cth). Legislative decree No. 231 of 8 June 2001. U.S.S.G, sect. 8B2.1 (a). There are exceptions: the British Government has issued a “Business and Human Rights Toolkit” for its overseas missions. Available from http://www.fco.gov.uk/resources/en/pdf/3849543/bus-humanrights-tool.pdf; see also OECD, “Risk Awareness Tool for Multinational Enterprises in Weak Governance Zones”. Available from http://www.oecd.org/dataoecd/26/21/36885821.pdf. GE.10-12629