Pursuing CSR Policy in Groups of Undertakings Insights from the Practices of Danish Groups

Abstract

The first part of the paper briefly analyses how different CSR frameworks expect groups of undertakings to pursue their CSR policies. Several CSR frameworks as well as reporting laws, such as the recently adopted Non‐financial Reporting Directive (Directive 2014/95/EU), either presuppose or at least encourage that groups of undertakings should have a group policy. In addition, these instruments support the implementation of such policies throughout the group. Thereby they are essentially recommending increased control and monitoring within the group by the parent company, in order to ensure that parent companies, usually located in developed countries with higher environmental and social standards, are also driving compliance with the policies in the subsidiaries in jurisdictions with less developed legal systems.This approach is not without problems, which we examine in the second part of the paper. Firstly, the information needed for preparing consolidated reports may not be readily available, and it may be problematic to collect them from the subsidiaries. Secondly, regulation is normally not done with the specific aim of promoting integration within the group; quite the opposite: group law aims to protect legitimate interests that are suppressed in cases where the group is integrated. Implementing a group policy may therefore prove to be difficult, and even if it proves successful, it may trigger unwanted consequences, the ultimate one being that the parent company becomes liable for the violations of the group policies inflicted by the subsidiaries.The third part of the paper examines the practices of groups of undertakings navigating this narrow path between satisfying stakeholder expectations and incurring the unforeseen legal consequences of exercising control. We conduct this research by analysing consolidated management reports, consolidated non‐financial reports, and group CSR policies. We have chosen Danish groups for the analysis, because the Danish mandatory CSR reporting requirement, very similar in structure and requirements to the Non‐financial Reporting Directive, has for long been in effect in Denmark. In addition, Danish groups of undertakings have also been encouraged to accede to and comply with international CSR frameworks, which are also generally recommending the implementation of group policies. We investigate if the groups of undertakings have policies in place covering the behaviour of the entire group and dealing with one or more aspects of CSR. If they do have such policies in place, we further investigate how they are addressing intra‐group compliance mechanisms in their reports or policies. More specifically we examine to what extent they use reviews, whistle-blowing arrangements and structures to underpin the compliance throughout the group.Finally, the last part of the paper evaluates which of the practices adopted by the companies examined are likely to avoid the regulatory challenges pointed out in section two of the paper and which are more likely to incite unforeseen legal consequences in the future.