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It is always interesting to see examples of the now almost 20 year effort to transform the 2nd Pillar (corporate responsibility to respect) human rights due diligence provisions of the UN Guiding Principles for Business and Human Rights into a First Pillar (state duty to protect) set of corporate legal obligation overseen through regimens of regulatory supervision and judicial intervention (on thios effort and its relñaiton to the UNGP, see, Backer, Larry Catá, Human Rights Due Diligence in the U.N. Guiding Principles for Business and Human Rights (May 04, 2025). Available at SSRN: https://ssrn.com/abstract=5241321 or http://dx.doi.org/10.2139/ssrn.5241321). A recent effort, long in the making, comes form the United Kingdom. Introduced to the House of Lords as a Private Members' Bill (Starting in the House of Lords) by the Baroness Young of Hornsey, the Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill means to provide yet another national effort at the legalization of human rights due diligence. It is described this way:
Long title: A Bill to place a duty on commercial organisations and public authorities to prevent human rights and environmental harms, including an obligation to conduct human rights and environmental due diligence, in their own operations, subsidiaries, and value chains in line with international standards; to make provision for civil liability, access to justice for victims, an enforcement body, penalties, and a criminal offence for failures to comply with the duty; and for connected purposes.
It is not an unusual effort. It seeks to effectively subject relevant entities to obligations and penalties for violations of rules, norms, and measures that may not constitute legal obligations within the UK's domestic legal order. It extends the regulatory scope of administrative organs deeply within the micro decision making context of economic enterprises; it erodes notions of privity grounded in a strict liability regime sounding in tort (human rights and environmental impacts) that loosens standing rules in a manner similar to those embraced under OECD proceedings, and extends the reach of the provisions extraterritorially.
One can make what one likes from this effort--driven by politicos, ideology, norms, pragmatism and the like. What it is not possible to argue is that the UNGP itself either requires legalized mandatory human rights due diligence, or that the UNGP has established the ideal form the human rights due diligence is to take beyond the general framework provided.
What emerges from a close reading of the UNGP with respect to HRDD may be summarized this way. First, HRDD is to be distinguished from State efforts to create a legal basis for HRDD within their domestic legal orders. HRDD was designed as an expectation, routed in core behaviors of enterprises in markets and relating to their economic activities. Second, HRDD exists autonomously of whatever legal frameworks a State may should to embrace or ignore with respect to a State’s binding obligations under international law, or which may be absent from or an element of a State’s domestic legal order. Third, HRDD in the 2nd Pillar is put forward as a /lexible framework. It was not written as or in substitution of legislation. It is not meant to be read as law, but rather as operating instructions that are grounded in discretionary decision making, in /lexible processes, and in contextual variation. These variations revolve around the organizing core of the HRDD process— the foundational objectives of UNGP Principles 11-15. But a simple transposition of the UNGP
HRDD Principles into and as law is unrealistic. Fourth, States are free to transpose whatever parts or forms of HRDD that they, in accordance with their democratic processes, deem worthy of inclusion in their domestic orders. That transposition can take a variety of forms and be manifested as law, regulation, policy, or encouragement. The transposition may be limited to the spirit of HRDD as manifested in the UNGP’s 2nd Pillar, or it may be a faithful transposition of its terms and operating rules. One would necessarily expect that national mandatory HRDD regimes would vary, and sometimes vary widely, as a function of the political-economic system of the legislating State. Fifth, whether to not transposed into law as a mandatory measure of some kind, HRDD is intimately connected with the State duty to protect human rights. The State duty exists autonomously of, and is grounded in norms and expectations that may vary widely from, the uniform rules, norms, and expectations on which HRDD processes and objectives are grounded. But with respect to States HRDD serves as a critical instrument for ful/illing its duty in contextually relevant ways. Whatever that may be, what clearly emerges is that HRDD constitutes a critical element of a State’s smart mix
of measures, and that those smart mixes may vary widely from State to State and still adhere to the spirit of the UNGP. Sixth, HRDD is also intimately connected to the Access to Remedy provisions of UNGP Principles 25-31. The remedial provisions are an integral part of the critical objective of HRDD to prevent and mitigate actual or potential adverse impacts where possible, and to provide remedy as quickly, fairly, and directly as possible in the circumstances. (Backer, Larry Catá, Human Rights Due Diligence in the U.N. Guiding Principles for Business and Human Rights (May 04, 2025). Available at SSRN: https://ssrn.com/abstract=5241321 or http://dx.doi.org/10.2139/ssrn.5241321)
The text of the Bill follows below.
Commercial Organisations and Public Authorities
Duty (Human Rights and Environment) Bill [HL]
[AS INTRODUCED]
CONTENTS
1 Definitions
2 Duty to prevent human rights and environmental harms
3 Human rights and environmental due diligence
4 Responsible disengagement
5 Reporting and transparency requirements
6 Public authority procurement duties
7 Enforcement body
8 Civil liability
9 Liability of directors and persons responsible
10 Penalties and notices
11 Criminal offence: human rights harms in the conduct of business
12 Regulations
13 Review
14 Extent, commencement, and short title
59/2HL Bill 31
[AS INTRODUCED]
A
B I L L
TO
Place a duty on commercial organisations and public authorities to prevent
human rights and environmental harms, including an obligation to conduct
human rights and environmental due diligence, in their own operations,
subsidiaries, and value chains in line with international standards; to make
provision for civil liability, access to justice for victims, an enforcement body,
penalties, and a criminal offence for failures to comply with the duty; and for
connected purposes.
B E IT ENACTED by the King’s most Excellent Majesty, by and with the advice and
consent of the Lords Spiritual and Temporal, and Commons, in this present
Parliament assembled, and by the authority of the same, as follows:—
1 Definitions
For the purposes of this Act, the following definitions apply—
(a) a “commercial organisation” is—
(i) a body which is incorporated under the law of any part of the
United Kingdom and which carries on a business (whether
there or elsewhere),
(ii) any other body corporate (wherever incorporated) which carries
on a business, or part of a business, in any part of the United
Kingdom,(iii) a partnership which is formed under the law of any part of
the United Kingdom and which carries on a business (whether
there or elsewhere), or
(iv) any other partnership (wherever formed) which carries on a
business, or part of a business, in any part of the United
Kingdom, and, for the purposes of this section, a trade or profession is a business;
(b) “public authority” means a person that is—
(i) wholly or mainly funded out of public funds, or
(ii) subject to public authority oversight through the management
or control of—
(A) one or more public authorities, or
(B) a board more than half of the members of which are
appointed by one or more public authorities,
59/2HL Bill 31
1Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]
and does not operate on a commercial basis;
(c) a “value chain” includes all activities undertaken by any entity during
the lifecycle of a good or service upstream and downstream of the
commercial organisation, including but not limited to material sourcing,
processing, production, manufacturing, development, sale,
warehousing, logistics, marketing, finance, use and end of life disposal;
(d) “procurement” means the award, entry into and management of a
public or private contract;
(e) "human rights harms” are any adverse impacts on a person’s or a
group’s ability to enjoy any of the internationally recognised individual
or collective human rights including but not limited to those recognised
in the United Nations International Bill of Human Rights and the
United Nations resolution on the Right to a Clean, Healthy and
Sustainable Environment, and all internationally or locally recognised
labour rights including but not limited to those recognised in the
International Labour Oganization Declaration on Fundamental
Principles and Rights at Work, whichever affords the greater protection
for workers;
(f) “environmental harms” are any adverse impacts, including harm
resulting from cumulative impacts, on the environment or ecosystems
including, but not limited to—
(i) climate change;
(ii) biodiversity loss;
(iii) degradation of land, marine and freshwater ecosystems;
25(iv) deforestation;
(v) air, water and soil pollution;
(vi) mismanagement of waste, including hazardous substances;
and these impacts shall be interpreted on the basis of the best available
science and in line with relevant internationally recognised
environmental principles and conventions, including the Paris
Agreement and the target of limiting global warming to 1.5 degrees
Celsius with no or limited overshoot, and locally applicable
environmental laws, regulations and administrative practices;
(g) “rightsholders” means individuals, groups, or communities that have
rights or legitimate interests that are or may be adversely affected by
human rights and environmental harm or the credible representatives
of such individuals or groups, including workers, independent trade
unions, and those representing and defending human rights and the
environment;
40(h) “informed, meaningful and safe engagement” means a dynamic and
continuous engagement process with rightsholders that involves
interactive and responsive communication, timely provision of
accessible, credible and accurate information, implementation of
measures to address barriers to participation, especially for vulnerable
or historically marginalised rightsholders, along with measures to
ensure the safety of rightsholders and prevent any form of retaliation
or reprisals.
Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]2
2 Duty to prevent human rights and environmental harms
(1) Commercial organisations and public authorities have a duty to prevent
human rights and environmental harms, as defined in section 1, so far as is
reasonably practicable and having regard to relevant international agreements,
standards and goals and the best available science, with respect to their own
operations, products and services, those of their subsidiaries, and throughout
their value chains.
(2) Without prejudice to the generality of the duty under the preceding subsection,
the matters to which that duty extends include in particular the obligation to
conduct iterative human rights and environmental due diligence.
3 Human rights and environmental due diligence
(1) Reasonable human rights and environmental due diligence includes, as a
minimum—
(a) informed, meaningful and safe engagement with rightsholders
throughout the entire process as outlined under subsections (2) and
(3);
(b) integrating gender-responsive human rights and environmental due
diligence procedures into policies and management systems;
(c) identifying, assessing and addressing actual or potential human rights
and environmental harms as well as vulnerability to the impacts of
climate change, through prevention, mitigation and remediation, taking
into account accurate baseline environmental conditions;
(d) establishing or participating in and maintaining an effective grievance
mechanism in line with the effectiveness criteria set out in United
Nations Guiding Principle 31;
(e) tracking, verifying, monitoring and assessing the effectiveness of
measures taken to reduce or mitigate harms and their outcomes;
(f) reviewing and improving measures based on the outcomes;
(g) communicating with stakeholders and reporting publicly on findings.
30(2) Human rights and environmental due diligence must include informed,
meaningful and safe engagement with potentially affected rightsholders,
particularly workers, independent trade unions, and those representing and
defending human rights and the environment, throughout the entire process
and with particular regard to women, and any vulnerable or historically
marginalised group.
(3) Where there are existing representative mechanisms or rules and processes
for them, including independent or recognised trade unions and the right to
free, prior and informed consent, any rightsholder engagement under
subsection (2) must not undermine them but ensure compliance and
co-operation through safe engagement with protections against any form of
retaliation or reprisals.
(4) Whether human rights and environmental due diligence is “reasonable” is
determined by, among other things—
3Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]
(a) the organisation or public authority’s size, sector, operational context,
ownership, structure, and country or region of operation, and the
nature of the human rights or environmental harms in question;
(b)the severity of the human rights or environmental harm, as determined
by the scale, scope and irremediability of the harm taking into account
the best available science, including the cumulative impacts of
emissions;
(c) the extent to which the commercial organisation or public authority
has leverage and has exercised leverage over third parties in the value
chain, and made attempts to increase leverage for the purposes of this
Act;
(d) the commercial organisation or public authority’s prioritisation of
human rights and environmental risks within its due diligence process
and the reasonableness of such prioritisation with reference to risks
to rightsholders and the environment, taking gendered impacts into
account;
(e) the extent to which due diligence was heightened and proportionate
to the specific circumstances such as conflict zones and other high risk
areas, and the impacts on any vulnerable individuals or groups,
including women, children and Indigenous Peoples, and the
vulnerability of communities to the impacts of climate change;
(f) the extent to which due diligence was exercised as an ongoing process
with continuous monitoring and improvement;
(g) the extent to which the measures taken by the commercial organisation
or public authority have substantially mitigated or prevented human
rights or environmental harm within a reasonable time, taking into
account the time frames laid down in relation to international climate
goals;
(h) he extent to which the commercial organisation or public authority
has sought to minimise its emissions and its impact on carbon sinks
both from its own activities and those in its value chains, so as to
reduce to a minimum its contribution to climate change and damage
to biodiversity;
(i) the extent to which a commercial organisation or public authority has
examined their purchasing practices, modified them where necessary
to prevent harm, and provided targeted support to Small and
Medium-sized Enterprises within their value chain;
(j) the extent to which the commercial organisation or public authority
has remedied any harm in agreement with affected rightsholders.
40(5) Audit reports, certification schemes, and membership in industry or
multi-stakeholder initiatives for dialogue and learning are not sufficient on
their own to fulfil the obligation to conduct due diligence.
4 Responsible disengagement
(1) Commercial organisations and public authorities must suspend or terminate
business relationships as part of their ongoing human rights and environmental
due diligence—
Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]4
(a) in contexts where the prospect of change by using or increasing
leverage is possible, only as a last resort, after attempts to mitigate
harm have not succeeded or mitigation is not feasible, and
(b)rapidly in contexts where the harm is severe, including where gross
and systemic harm is imposed or enforced by State policy and the
commercial organisation lacks the ability to use or increase leverage
to prevent, mitigate, or remedy the harm.
(2) The decision to suspend or terminate a business relationship must be based
on reasonable human rights and environmental due diligence as outlined in
section 3, taking into account—
(a) any human rights or environmental harms that might arise from the
suspension or termination of the relationship, and how such harms
might be prevented or mitigated, and
(b) the severity of harm that has occurred or may continue to occur.
15(3) Commercial organisations or public authorities must have transparent policies
and procedures governing responsible disengagement.
(4) There must be informed, meaningful and safe engagement with rightsholders
at every stage of the disengagement process.
(5)A commercial organisation or public authority is not required to disengage
where disengagement would cause greater harm to rightsholders than
continuing the business relationship, provided that the organisation can
demonstrate ongoing efforts to mitigate such harm.
(6) A commercial organisation or public authority must adopt and implement a
transparent exit plan which—
25(a) provides for the prevention and mitigation of harm arising from
disengagement, and
(b) provides for the remediation of any harm the organisation has caused
or contributed to.
(7)Disengagement does not absolve a commercial organisation of any obligation
to remediate harm it has caused or contributed to.
5 Reporting and transparency requirements
(1) Commercial organisations with an annual worldwide turnover of or exceeding
£36 million must, within six months after the end of each financial year, make
a public submission to the searchable registry referred to in section 7(2) with
the following elements—
(a) a report on the fulfilment of its due diligence obligations;
(b) full accessible and searchable disclosure of its value chain, including
geolocation, enabling end-to-end traceability of goods and services;
(c) full accessible and searchable disclosure of ownership structures;
40(d) disclosure of grievances with regard to human rights and
environmental harms and status of remedy.
(2) The report under subsection (1)(a) with reference to specific operations and
value chain actors, must include—
5Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]
(a) information on human rights and environmental due diligence
pursuant to section 3, including actual and potential impact
identification, preventive and remedial measures taken, outcomes
achieved, and how such measures will be continuously improved;
5(b) a description of rightsholder engagement processes and how this has
shaped each element of due diligence under section 3 and evidence
of consent where applicable;
(c) information on accessible local grievance mechanisms, their usage and
monitoring from relevant rightsholders;
10(d) any remediation achieved unless relevant rightsholders do not consent
to the sharing of information;
(e) reporting on Scope 1, 2 and 3 greenhouse gas emissions, including
methodologies, assumptions and data sources used;
(f) any other information, such as an assessment of purchasing practices,
required to evaluate the adequacy of the commercial organisation’s
response to actual or potential human rights and environmental harm
in line with the UN Guiding Principles on Business and Human Rights.
(3) The report must be independently verified by relevant rightsholders, including
workers, trade unions, Indigenous Peoples and those representing human
rights and the environment, in accordance with standards prescribed by the
enforcement body.
(4) Commercial organisations subject to subsection (1) shall be subject to notices
and penalties under section 10 if they fail to develop, implement, publish an
submit to the registry website any information required under subsection (1)
to (3).
(5) Public authorities shall make a submission with the registry in line with
section 6(6).
(6) Upon written request, any person has a right to accessible, credible and
accurate information from a qualifying commercial organisation under
subsection (1) or a public authority under subsection (5) within one month,
on how it prevents actual or potential human rights and environmental harm
relating to a specific product, service, operation or value chain actor pursuant
to section 2, including—
(a) human rights baseline and impact assessments;
35(b) environmental baseline and impact assessments.
(7) A request for information may be denied if—
(a) the request does not provide adequate information to identify what
the request concerns;
(b) the request is clearly vexatious;
40(c) the requested information concerns data relating to an individual’s
personal affairs.
(8) A commercial organisation commits an offence if it provides materially
misleading or false information under subsections (1) or (6).
6 Public authority procurement duties
(1) A public authority must not permit any supplier to participate in a
procurement of a public contract unless the supplier establishes that it, or
another related entity on its behalf, has complied with section 3 of this Act.
5(2) A public authority must not permit any supplier to participate in a
procurement of a public contract if that supplier, or a related entity, has been
excluded from any procurement of a public contract for failure to comply
with section 3 of this Act within two years prior to the commencement of the
procurement.
10(3) In each competitive tendering procedure, a public authority must set award
criteria which enable it to satisfy itself that—
(a) the products or services to be provided under the contract will not
depend upon or result in human rights or environmental harms, and
(b)the supplier will remedy any such harms which do result from the
products or services provided under the contract.
(4) Where a public authority is assessing whether or not the products or services
to be provided under the contract will depend upon or result in human rights
or environmental harms—
(a) the public authority shall verify the claims made by a supplier in its
tender, if necessary by requiring the provision of further information
by the supplier,
(b) the public authority may consult the enforcement body which shall
be required, if so requested, to provide information to the public
authority regarding the supplier’s compliance with sections 2 (duty
to prevent human rights and environmental harms) and 3 (human
rights and environmental due diligence) of this Act, and
(c) the burden of proof shall lie upon the supplier.
(5) In each procurement, a public authority must—
(a)establish key performance indicators in respect of the contract which
require the contractor to comply with obligations periodically to report
to the authority—
(i) its compliance with section 3 of this Act insofar as relevant to
the contract,
(ii) whether any human rights or environmental harms have
resulted from the performance of the contract, and
(iii) if such harms have resulted from the performance of the
contract, what steps the supplier has taken to remedy such
harms;
(b)include in the contract sanctions including a right of termination by
the authority in the event of human rights or environmental harms
resulting from the supplier’s performance of the contract in accordance
with responsible disengagement as outlined in section 4.
(6) A public authority shall publish, in accordance with guidance issued under
subsection (10) below, information regarding the discharge of its duties under
7Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]
subsections (1) to (5), to include its management of contracts pursuant to
subsection (5).
(7) In determining any challenge to the decision of a public authority in discharge
of its duties under subsections (1) to (4), the High Court shall apply the
principles for determining proceedings on judicial review.
(8) No duty of confidence shall attach to any information provided by a supplier
to an authority for consideration by the authority pursuant to subsections (1)
to (5) above.
(9) Any person with sufficient interest, whether or not a supplier, may challenge
by judicial review a public authority’s compliance with its duties under
subsections (1) to (5) above.
(10) The Secretary of State may issue guidance to public authorities on the
performance of their duties under this section, to which public authorities
must have regard.
15(11) In this section, “public contract” has the same meaning as in section 3 of the
Procurement Act 2023.
(12) In this section, the commencement of a procurement shall be the date of
publication of a tender notice pursuant to section 21 of the Procurement Act
2023, the commencement of the selection process for a contract pursuant to
a framework agreement or the date on which any supplier is approached for
the purposes of making a direct award pursuant to section 41 of the
Procurement Act 2023.
7 Enforcement body
(1)The Secretary of State must, within six months of the day on which this Act
is passed, appoint an independent enforcement body with the functions and
powers to enforce compliance with this Act.
(2) The enforcement body must have the following functions—
(a) to provide guidance on due diligence approaches and best practices;
(b)to conduct market investigations on reasonable human rights and
environmental due diligence in different industries and value chains,
and to recommend policies to the Secretary of State;
(c) to investigate and take enforcement actions for breaches of this Act
on its own accord;
(d)to investigate and take enforcement actions for breaches of this Act
after receiving complaints from any interested person through an
accessible mechanism provided by the enforcement body;
(e) to support public authorities in complying with this Act through
guidance, training, knowledge sharing and enabling collaboration
between authorities;
40(f) to provide for a publicly accessible registry listing all organisations
subject to this Act, any enforcement decisions taken against them, and
any submission by a commercial organisation or public authority
subject to section 5.
Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]8
(3) For the purpose of investigating and enforcing this Act, the enforcement body
has the following powers—
(a) to investigate the commercial organisation or public authority using,
among others, the following investigative powers—
5(i) at any reasonable time, to enter and inspect the organisations’
premises, offices and commercial buildings;
(ii) to require the production of, inspect, and take copies of any
documents or records from which it is possible to deduce
whether this Act was breached;
10(iii) to require any person whom the body has reasonable cause to
believe to be able to give any information relevant to any
investigation to answer questions and to sign a declaration of
truthfulness;
(b) to take the decision that this Act was breached and issue penalties
and notices as specified in section 10;
(c) to refer any criminal offences under this Act to the Crown Prosecution
Service.
(4) The enforcement body must ensure it has accessible mechanisms in place to
receive substantiated concerns about breaches of this Act and ensure the
protection of any complainant from any form of retaliation or reprisals.
(5) Where complainants are subject to existing or imminent harm, complainants
and their representatives must be involved, informed of and able to make
submissions at each procedural step of the investigation and enforcement
decision.
25(6) Any decision of the enforcement body to take, or not to take, action with
respect to an investigation or complaint is not determinative of civil liability
under section 8, nor does it suspend, delay, or substitute the ability to institute
civil liability action under section 8.
(7) The Secretary of State must establish an Advisory Board to the enforcement
body consisting of no fewer than 12 members with an equal number of
appointees representing—
(a) people with lived experience and survivors;
(b) independent trade unions;
(c) independent experts with relevant knowledge or expertise, including
on environmental harm, community impacts and marginalisation of
rightsholders;
(d) the interests of employers.
8 Civil liability
(1) A commercial organisation is liable for damages if it fails to prevent human
rights or environmental harms in its own operations, products, and services,
those of its subsidiaries, and throughout its value chains.
(2) It is a defence for a commercial organisation to prove that it took all reasonable
steps to prevent the harm from occurring including but not limited to
9Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]
conducting human rights and environmental due diligence as is reasonable
in all the circumstances.
(3) Commercial organisations can be held jointly and severally liable for the same
harm.
5(4) An affected person may make a follow-on damages claim for an infringement
decision by the enforcement body under section 7(3), and this does not affect
the right to bring any other proceedings in respect of the claim.
(5) For the purpose of this Act, courts in England and Wales, Scotland or Northern
10
Ireland have jurisdiction over all commercial organisations that are alleged
to have breached their duties under section 2, regardless of the location of
the harm or part thereof.
(6) 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
15
group of victims of adverse impacts, and these entities have the rights and
obligations of a claimant party in the proceedings, without prejudice to existing
law.
(7) The relevant court may grant, in addition to orders for the payment of
compensatory damages, other orders to remedy the harm including—
(a)
20
preventative relief such as injunctive orders and orders to cease or
desist;
(b) remedial orders, such as cleaning up or restitutory orders;
(c) supervisory orders that require the parties to report back on progress
and remediation after a certain period;
(d)
25
interlocutory orders, including while the civil action or related
regulatory oversight procedures are ongoing;
(e) other orders as necessary to effectively remedy the harm in line with
international law, including rehabilitation, satisfaction, guarantees of
non-repetition and other remedies.
(8)
30
The limitation period to bring actions under this Act is 12 years from the date
on which the infringement has ceased and the claimant knows—
(a) of the behaviour and the fact that it constitutes an infringement,
(b) of the fact that the infringement caused harm to them, and
(c) the identity of the infringer.
(9)
35
A court may not make an award of costs against a person bringing proceedings
under this section except to the extent that, having regard to all the
circumstances including the conduct of that person in relation to the
proceedings, it is just and reasonable to do so.
(10) Nothing in this section shall be deemed to limit the power of a court to
dismiss a claim for being frivolous, vexatious or otherwise an abuse of process.
Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]10
9 Liability of directors and persons responsible
(1) Persons on the board of directors (or its equivalent management body) of a
commercial organisation are collectively responsible for the commercial
organisation’s compliance with this Act.
5(2) A person is responsible for the human rights and environmental due diligence
of a commercial organisation if the person is—
(a) a director (or equivalent) of the organisation if it is a body corporate
other than a limited liability partnership;
(b) a member of the organisation if it is a limited liability partnership;
10(c) a partner of the organisation if it is any other kind of partnership.
(3) A person who is responsible for human rights and environmental due diligence
commits an offence if—
(a) the commercial organisation receives two enforcement decisions against
15
it for having failed to prevent human rights and environmental harm
within 5 years, or
(b) significant information in the human rights and environmental due
diligence reporting under section 5 is false or misleading in a material
particular, and the person either knows it is or is reckless as to whether
it is.
20(4) It is a defence for a person charged with an offence under subsection (3) to
prove—
(a) they took all reasonable steps to ensure that the relevant provisions
were complied with, and
(b)
25
in the case of committing the reporting offence under subsection (3)(b),
they informed the regulatory authority as soon as practicable after
becoming aware that the report contained information that is false or
incomplete in a material particular.
(5) A person guilty of an offence under this section is liable—
(a)
30
on conviction on indictment, to imprisonment for a term not exceeding
2 years, or to a fine, or to both;
(b) on summary conviction in England and Wales, to imprisonment for
a term not exceeding 12 months, to a fine, or both;
(c) on summary conviction in Scotland, to imprisonment for a term not
35
exceeding 12 months, to a fine not exceeding the statutory maximum,
or both;
(d) on summary conviction in Northern Ireland, to imprisonment for a
term not exceeding 6 months, to a fine not exceeding the statutory
maximum, or both.
(6)
40
A person guilty of an offence under this section shall also be liable to be
disqualified as a director under the Company Directors Disqualification Act
1986.
10 Penalties and notices
(1) Where a commercial organisation is found to have breached its obligations
under this Act, the enforcement body may issue the following penalties or
notices as it sees fit—
5(a) a fine amounting up to 10% of the organisation’s global turnover;
(b) a compliance notice requiring steps be taken within a stated period
to ensure that an offence or breach does not continue or happen again;
(c) a restoration notice requiring specified steps within a stated period to
secure restitution of the early position, as far as this is possible;
10(d) a stop notice which will prevent a person from carrying on an activity
until it is undertaken properly;
(e) exclusion from participation in procedures for the award of supply,
works, or service contracts by public authorities for a period of up to
15
five years from the date of the enforcement body’s decision of breach
of the duty to prevent;
(f) an appropriate order of costs to cover the investigation and
adjudication.
(2) A commercial organisation which fails to comply with a penalty or notice
under subsection (1) commits a criminal offence.
20(3) Public authorities found to have breached their obligations this Act may
receive an appropriate fine or order for remediation, as specified in regulations
made by the Secretary of State.
(4) The enforcement body established under section 7 must set up a remedy fund
to support rightsholder-led monitoring and remedy processes.
25(5) No less than 80% of the fines collected under subsection (1)(a) shall contribute
to a remedy fund set up by the enforcement body under subsection (4).
11 Criminal offence: human rights harms in the conduct of business
(1) A commercial organisation is guilty of an offence under this section if a person
30
associated with the organisation commits an act within or outside the United
Kingdom—
(a) to obtain or retain business for the organisation, or
(b) to obtain or retain an advantage in the conduct of business for the
organisation,
35
and that act would, if committed in England and Wales, constitute one of the
offences listed in subsection (2).
(2) Those offences are—
(a) murder, kidnap, or false imprisonment under English common law,
(b) an offence under section 1 of the Sexual Offences Act 2003 (rape),
(c)
40
an offence under sections 1 or 2 of the Modern Slavery Act 2015
(slavery, servitude and forced or compulsory labour; human
trafficking),
(d) an offence under section 1 of the Corporate Manslaughter and
Corporate Homicide Act 2007,
Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]12
(e) an offence under section 18, 23, 24, 28 or 29 of the Offences Against
the Person Act 1861 (grievous bodily harm or wounding with intent;
poison; explosions),
(f)
5
an offence under section 1(2) of the Criminal Damage Act 1971
(endangering life by damaging property), or
(g) genocide, crimes against humanity or war crimes under section 51 of
the International Criminal Court Act 2001.
(3) A commercial organisation is guilty of the offence in subsection (1) if the
person’s act was carried out—
10(a) to obtain or retain business for the organisation, or
(b) to obtain or retain an advantage in the conduct of business for the
organisation
and was capable of encouraging or assisting a third party to do an act which
15
would, if committed in England and Wales, constitute one of the offences
listed in subsection (2).
(4) It is a defence for a commercial organisation to prove that at the time of the
person’s act—
(a) it was not reasonable in all the circumstances to expect the commercial
organisation to have any due diligence procedures in place;
20(b) the organisation took all reasonable steps to prevent the offences under
subsection (2) from occurring including but not limited to conducting
human rights and environmental due diligence in all the circumstances.
(5) For the purposes of this section an act includes an omission.
(6)
25
The capacity in which a person performs services for or on behalf of a
commercial organisation is irrelevant for the purposes of this section.
(7) A person may perform such services in any capacity, including as an
employee, agent, or subsidiary.
(8) Whether a person performs services for or on behalf of a commercial
30
organisation is to be determined by reference to all the relevant circumstances,
and not solely by reference to the nature of the relationship between them.
(9) An employee of a commercial organisation is presumed, unless the contrary
is shown, to perform services for or on behalf of that organisation.
12 Regulations
(1) Regulations under this Act are to be made by statutory instrument.
35(2) A statutory instrument containing regulations under this Act may not be
made unless a draft of the instrument has been laid before and approved by
a resolution of each House of Parliament.
(3) The Secretary of State must lay before Parliament statutory instruments
40
containing regulations under this Act within six months of the day on which
this Act is passed.
13Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]
13 Review
(1) The Secretary of State must review the effectiveness of this Act, including the
effectiveness of the enforcement body in preventing and remediating human
5
rights and environmental harm, every three years and lay a report of the
findings of the review before both Houses of Parliament.
(2) This is without prejudice to any existing rules and processes for post-legislative
scrutiny including in Parliament.
14 Extent, commencement, and short title
(1) This Act extends to England and Wales, Scotland and Northern Ireland.
10(2) This Act comes into force on the day on which it is passed.
(3) This Act may be cited as the Commercial Organisations and Public Authorities
Duty (Human Rights and Environment) Act 2026.
Commercial Organisations and Public Authorities Duty (Human Rights and Environment) Bill [HL]14
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