---
title: Sustainability Reporting Clause for the Constitution of a Private Limited Company
excerpt: 
date: 2024-03-27T14:18:06Z
modified: 2025-07-23T11:27:31Z
file_type: md
permalink: clauses/sustainability-reporting-clause-for-the-constitution-of-a-private-limited-company.html
wpid: 2277
status: publish
type: clause
jurisdiction:
  - England &amp; Wales
maintenance-status:
  - Not maintained
practice-area:
  - Corporate, mergers and acquisitions (M&amp;A)
eleventyComputed:
  clause_child_name: Éanna’s Clause
  clause_summary: This clause is a set of draft clauses for a private limited company’s constitution.
  clause_last_updated_date: 2023-05-09
layout: layouts/clause.njk
---

# Sustainability Reporting Clause for the Constitution of a Private Limited Company

## Child’s name

Éanna’s Clause

## Summary

This clause is a set of draft clauses for a private limited company’s constitution.

## What this clause does

Ensures that sustainability performance is being regularly reported on, evaluated, and discussed by the board. In the changing landscape around sustainability reporting and sustainability due diligence, it is increasingly important for companies not only to ensure that they have corporate sustainability policies in place – but that these policies are being regularly discussed at board level and updated as necessary.

## Clause Content

*\[Drafting note: Capitalised terms relate to either a defined term in this clause or a defined term in the main policy document that this clause is designed to be inserted into.\]*

**1. Sustainability meetings**

The Board of Directors shall meet every twelve (12) calendar months to discuss:

(a) the Corporate Sustainability Policy,

(b) the Annual Sustainability Report, and

(c) the sustainability due diligence measures being implemented by the Company in respect of its own operations\[,\]/\[and\] those of the Group \[and those of any entity with which the Company has an established business relationship\].

\[*Drafting note: The concept of a company’s responsibility towards entities with which it has an established business relationship has appeared in draft forms of the Corporate Sustainability Due Diligence Directive (EU) (CSDDD) and has its origins in France’s* [*loi de vigilance*](https://www.business-humanrights.org/en/latest-news/frances-loi-de-vigilance/)*.*

*Drafts of the CSDDD envisage the concept including established business relationships with which a company expects to have a lasting relationship in view of its intensity and duration, and which does not form a negligible/ ancillary part of the company’s value chain.*

*This part of the clause should be seen as an option for companies to go beyond merely complying with the law. It can allow companies to prepare themselves for changes in sustainability laws and due diligence obligations that could be coming in the near future.*\]

**2. Annual Sustainability Report**

The Company shall produce an Annual Sustainability Report which shall be:

2.1 made available to the shareholders at least ten (10) business days following such Annual Sustainability Report being made available\* to the Board; and

2.2 published on the Company’s website within twenty (20) business days following such Annual Sustainability Report being made available to the Board.

\* \[*Drafting note: The drafting team deliberately included “made available” instead of “approved”, because the report should be completely independent and not subject to any Board approval which could impact its objectivity. The Board should have the opportunity to discuss the Annual Sustainability Report but it should not have the option to reject it or request that its contents be amended.*\]
