Is Corporate Social Responsibility just Window Dressing?

COURSE
ASSESSMENT QUESTION:

‘Corporate social responsibility (CSR) is nothing but window dressing. Not only is the scope of CSR unclear, its successful implementation into a legal framework is impossible to assess against qualitative criteria. Thus, the implementation of non-financial reporting requirements owing to Directive 2014/95/EU as part of corporations’ annual reporting obligations is meaningless and distractive.

Bearing in mind the significant flexibility for corporations
to disclose relevant information and with reference to both relevant primary
and secondary sources, critically discuss the above statement.

INTRODUCTION:                        

The concept of corporate social responsibility (CSR) has since the
mid-1990s, gained renewed force in public and political debates, about the
social responsibility of firms following the advent of transnational trade and
the growth of multinational corporations (MNC).[1]
This rekindled interest in CSR and its relevance can be attributed to the
effect of globalisation, which introduces a more complex economic paradigm. [2]

The evolving global business environment creates moral burdens and
social obligations on businesses in their corporate relations with the various
stakeholders who are either directly or indirectly affected or have interest in
their business operations.[3]
Besides adhering to the laws of the state, these business entities are expected
to fulfil social expectations by way of giving back to the society, part of the
benefits they derive from the society within which they operate. What is most
critical in today’s corporate governance is the articulation of these social
obligations in terms of what is defined today as ‘Corporate Social
Responsibility’.[4]

The idea of CSR presupposes a mutual relationship between businesses,
stakeholders and the society.[5] Sadly, most
businesses interpret this concept more as gratuitous and voluntary undertakings
borne out of their goodwill and not as a duty predicated on any legal obligation.
Others use CSR as a tool for enhancing their corporate image and advertisement;
presenting impressive scorecards and cosmetic impression of good
neighbourliness without conforming to ethical standards.  While the early conception of CSR was less
problematic because the actors were relatively limited to shareholders and
their customers, modern CSR tend to be more ambiguous in scope and hence,
problematic. This is owing to the gradual departure from the traditional view
of CSR from the shareholder-centred perspective[6]
to a more complex concept which integrates more stakeholders and other incidental issues like labour, human rights, bribery,
ant-corruption and environmental matters within the scope of CSR.

Interestingly, different laws
regulate most of these interrelated issues, which have been integrated into
CSR, thereby begging the question as to the very scope of CSR. The widened
scope also creates some uncertainties on the mechanisms for implementation of
CSR principles, in the light of its non-regulatory and voluntary nature, with
particular reference to the EU Directive 2014/95 on Non-financial reports of
certain large organisations/Undertakings.[7] In
discussing the above statement, this work shall objectively analyse the
following issues raised:

1. Is the scope of CSR unclear and not amenable to a legal framework?
2. Can the Directive 2014/EU be effectively implemented?
3. Is CSR nothing more than window dressing?

MEANING AND SCOPE OF CSR

The most fundamental question about CSR
bothers on the true meaning.[8] Although
the term is widely invoked, it is seldom defined, and many of the ways in which
it is actually used are either vacuous or ambiguous.[9] As
a result, even when the intentions of CSR advocates have been good, their
recommendations have often been damaging.[10]
CSR is a wide concept with a variety of meanings.[11]

Mohr,
[12]
groups the definitions into multidimensional and the concept of social
marketing. He posits that multidimensional definitions describe the major
responsibilities of companies while social marketing concept defines CSR at a
more theoretical level.[13]
Kotler[14]
simplifies this view, as he aptly explains that the social marketing concept
relates to positive impact of businesses on the society. He stresses that
businesses should be carried out in a way that improves both the customer and
society’s wellbeing.[15]
This infers that necessity is laid upon businesses as a matter of obligation, to
carry out their operations in a socially responsible manner to minimise harm to
both humans and the environment, while responding to the legitimate demands of
its stakeholders.[16]

Archie
Carroll gives a more comprehensive definition of CSR.[17]
He explains that CSR includes four kinds of dimensions- economic, legal,
ethical, and philanthropic. To Carroll, each aspect of CSR can be tested in
relation to the various stakeholders of the company (e.g. customers, owners,
the community, employees and the public at large). Carroll is more authoritative
as he expounds on the legal responsibility dimension of CSR, which means that
operating within the ambit of the law is not a question of choice but a legal
obligation. Although these definitions vary in level of abstraction and, appear
quite different, they all emphasize that a socially responsible firm should have
concerns beyond short-term profitability.[18]
This is well captured by the World Business Council for Sustainable Development’s
(WBCSD)[19]
definition CSR as ‘the continuing commitment by business to behave ethically
and contribute to economic development while improving the quality of life of
the workforce and their families as well as the local community and society at
large’.

Evidently,
CSR is a well-directed effort to address the business concerns for social
needs.[20]
It is a strategy by which companies incorporate societal concerns in their
business operations and in their interactions with the different stakeholders
and interest groups.[21]
While the need for mutual benefits between businesses and the society forms the
basis for CSR, it’s scope appears to be ambulatory, in line with the dictates
of changing nature of business operations. As businesses continue to develop
into complex undertakings, with domineering influence and presence in almost
every sphere of the society and governance,[22]
so has CSR evolved to cater for such development.[23]
Some corporations have demonstrated significant control over the economic,
political and even social sectors of most developing countries,[24]
without a corresponding regulatory framework to checkmate this overwhelming
influence. With greater influence comes greater demands and expectations from
the society and this accordingly expands the scope of CSR from the traditional
shareholder-centred perspective[25]
to a modern view which accommodates more stakeholders and incidental issues
arising from corporate relations,[26]
like human rights, environment, labour and anti-corruption.[27]

Whilst
this justifies the expanding scope of CSR and the renewed interest by the
government,[28]
it however creates uncertainty as regards the utilitarian value of the expanded
scope without a corresponding distinct legal framework, because most of the business-related
issues like human rights, anti-corruption, labour and environment which have
been subtly incorporated into the scope of CSR are regulated by their
respective laws. There appears to be no corresponding legal framework to
complement the expanded scope of CSR, even from the various definitions given
by various authors and writers referred above, except as thinly introduced by
Carroll in his ‘legal responsibility’ classification of CSR. This apparently
tends to justify the assertion that ‘not only is the scope of CSR unclear, its successful implementation
into a legal framework is impossible to assess against qualitative criteria.’

Aligning
with the above submission completely would be prejudicial to the various international
principles and soft laws (like the OECD, UN Global Compact, GRI, UN Draft Code of Conduct on Transnational Corporations,[29]
the Ruggie Framework[30]
which
have tried to establish a legal basis for CSR, albeit in the absence of a
definite legal framework to ensure compliance.
[31]
Thus, a careful analysis of few of these international initiatives and efforts
by States gives glimpse of hope of the possibility of a successful
implementation CSR into a legal framework and technically punctures the above
statement.

INTERNATIONAL FRAMEWORK FOR IMPLEMENTATION OF CSR

• OECD Guidelines on Multinational Enterprises.^[32]

The OECD Guidelines is one of the various international initiatives
aimed at creating a structured framework (albeit non-regulatory) for socially
acceptable corporate conduct.^[33] In line with the widened scope of CSR, its principles cover a range
of issues which deals either directly or incidental to corporate relations-
like employment, business relations, environmental management,[34]
anti-corruption, taxation, consumer protection.^[35] Admittedly, the OECD is not a binding legal framework in its strict
sense, but soft law which establishes a template for corporations operating
overseas  to conduct their businesses in
consonance with internationally prescribed standards and in conformity with
national laws of the States within which they operate.

To ensure compliance with its principles, the OECD Guidelines puts in
place a complaint mechanism through the National Contact Point (NCP).^[36] The
NCP serves as platform upon which member States can monitor the level of
compliance by businesses and at the same time offers individuals and groups an
enhanced platform to report erring corporations.^[37]
This administrative arrangement is to a large extent dependent on the capacity
of member States to devise means of supervision and implementation. Although
these soft laws like the OECD and the UNGC are non-binding, but these to a
large extent can complement corporate laws of individual States to create a legal
basis for CRS.

For instance, the United Kingdom approach to CSR is both facilitated
by the OECD Guidelines in conjunction with the UK Corporate Governance Code[38]
and further integrated into the UK Companies Act.[39]
With such statutory basis and the subsequent appointment of a minister of CSR in
the United Kingdom, it would be quite misleading to hold that it is impossible
to achieve a successful implementation of CSR into a legal framework.  To further accentuate this point, the
proposed CSR bill in Nigeria which has been pending before the National
Assembly of Nigeria since 2008, also could be used a reference point.[40]
The billwhen passed into law is
intended to establish a statutory framework which would clothe CSR with force
of law and make it mandatory for business corporations; establish a
supervisory, enforcement and regulatory body to ensure compliance and also
impose sanctions for erring corporations.[41]

• Equator Principles[42]

The
Equator Principles is a framework for risk management which has been adopted by
companies for assessing, determining and managing social and environmental
risks in projects.[43]
Its primary aim is to provide a minimum standard for due diligence to support
responsible decision-making. [44]These
principles are also voluntary and are modelled on the environmental standards
of the World Bank.[45]
Just like the OECD Guidelines, the effectiveness of the Equator Principles is
dependent on the willingness of businesses to adopt these principles, and set
up mechanisms to ensure its implementation. This invariably means that the
problem is not solely the absence of legal framework for CSR, but the will
power of States to independently integrate some of these international
standards and principles into corporate codes regulating business operations in
their respective jurisdictions.

• United Nations Global Compact (UNGC).^[46]

The UNGC is another non-regulatory and
voluntary international initiative aimed at enhancing the scope of CSR through
setting standards for corporate operations.^[47] It reinforces important aspects of CSR like environment and human
rights and anti-corruption in business operations and enjoins corporations to
voluntarily sign up.^[48] While the UNGC cannot be said to have establish a legal framework for
the implementation of CSR, it should be appreciated to the extent that it has
created a systematic mechanism to achieve legitimacy and wide acceptance
through active involvement  of six specialised UN agencies; the
civil society organisations and the private sector.^[49]

This explains why the UNGC is acclaimed to be
the world’s largest non-voluntary international initiative for the projection
of CSR of corporations.[50]
Despite the wide acceptance of the UNGC, it has been criticized for lack of
effective supervisory and enforcement mechanism to ensure the implementation of
its salient principles on CSR.[51]
Despite the tangible contribution of the UNGC in establishing a common
threshold and index for internationally prescribed corporate conduct, its
non-binding nature whittles down its potency in the area of implementation and
effective supervision. Even its provision for progress report is prone to manipulation
in the absence of any independent mechanism to scrutinize or evaluate the
veracity of these reports presented by corporations or businesses.[52]

• Global Reporting Initiative (GRI G3 2006)

The
GRI aims to standardise the various codes and principles which have been in
existence since the 90s.[53]
This framework provides global indicators for report of performances by
business houses.[54]
Here, organisations have the option of choosing which indicator to adopt in
their report. However, we are still faced with the problem of knowing how to
compare performance results because not all organisations take part in this and
also the use of different indicators pose a great problem.[55]

Taking into
consideration the soft law nature of these frameworks, and the fact that they
are often principle-based and vague, it is difficult to formulate strict
conclusions about the ambit of their applications and implications.[56]

Most
businesses seem to sign up not because of their genuine interest to promote
CSR, but as an avenue to enhance their image and gain international appraisal
under the auspices of the United Nations.[57]
Despite the weaknesses created by the non-binding nature of these initiatives,
it however sends a strong signal on the possibility of establishing a legal
framework for CSR, especially the Ruggie Framework which has been adopted the
UN Committee on Human Rights, with the possibility of further actions on a
binding treaty on transnational businesses.[58]

THE EU DIRECTIVE 2014/95/EU

The
Directive on disclosure of non-financial and diversity information which came
into force in December 2014, requires large markets/undertakings which are
public – interest entities with more than 500 employees to disclose in their
management report relevant and useful information on their policies, main risks
and outcomes relating to at least environmental matters, employee and social
related aspects, respect for human rights, anticorruption ,bribery issues, and diversity
in the board of directors.[59]

The
directive provides a high level, principles – based, legislative framework with
sufficient flexibility to enable member States to implement in the manner that
best serves their internal markets.[60]
It does not specify the particular procedure for disclosure but it permits the
use of national, European or international frameworks which should be disclosed
upon usage.[61]
While this concept gives valuable insight on internal and external policies,
values and visions, risk management and perspectives, there is significant
flexibility for companies to disclose relevant information (including reporting
in a separate report), as well as they may rely on international, European or
national guidelines (e.g. the UN Global Compact, the OECD Guidelines for
Multinational Enterprises, ISO 26000, etc.) taking into consideration the
multidimensional nature of CSR.[62]

Whilst
the flexibility of the non-financial report could be an advantage, as every
business has its own peculiarities and challenges[63]
which might require different approaches and strategies towards meeting up with
its corporate demands, it is not without its own shortcomings. The lack of
mandatory standard for these reports can have adverse effects on the quality of
reporting thereby undermining the reason behind the report itself. [64]
According to Monciardini, the failure to verify the quality of information
disclosed, presents a risk of ‘cherry picking’ information and ‘boiler plate
disclosure’.[65]
Paragraphs 3 and 5 to the EU/DIRECTIVE/95/2014[66]
takes into account the multidimensional nature of CSR, the diversity of the CSR
policies implemented by businesses matched by a sufficient level of
comparability to meet the needs of investors, other stakeholders and consumers.
This poses a problem of ascertaining the mechanism to ensure strict compliance
with this directive as well as the uniformity of these reports upon comparison
having in mind the diverse jurisdictions and the company laws governing the
affairs of these undertakings. Giving companies so much flexibility in adhering
the Directive may lead to the inability to carry out a detailed comparative
analysis between competing companies.[67]

Also,
Article 29a of the Directive[68]
provides for consolidated non-financial statements from parent undertakings of
a large group.[69]This
approach is quite unique, viewing it from a regulatory point because law does
not regulate groups but individual undertakings.[70]
This approach is also unique because it implies that the guidelines and
frameworks that the parent company is subject to should apply to all
undertakings in the group, and also those that are in foreign jurisdictions.[71]
This can be seen as an avenue to ensure that parent undertakings are driving
compliances with the policies in the subsidiaries that operate in jurisdictions
with less developed systems.[72]
Whilst it may be possible to undertake these consolidated reports, it has its
own shortcomings, which includes how these subsidiaries are controlled and
supervised, as it has over the years been an issue of the subsidiaries being
unwilling to divulge information[73].
Also, these reports must be prepared by undertakings that are public interest
entities with an average number of 500 employees. This Directive does not
define what the term ‘public entities’ mean and also parent undertakings can
for the purposes of non-compliance reduce the number of its staff to be lesser
than the required average of 500.

Another
shortcoming of the requirement for consolidated non-financial statement that
comes to mind is the fact that subsidiaries of these parent undertakings which
are in different legal jurisdictions are subject to the binding company laws of
their host States. This is because the extent to which a subsidiary may be
submitted to the parent’s control will depend on the company law applicable to
the subsidiary. A fundamental problem with the non-financial reporting is the
lack of mechanism for verifying the authenticity of the reports as can be evaluated
against the background of some notable case studies:

 A case study of Unilever

Unilever
Plc. is a multinational consumer goods company which is recognised as a world
leader for corporate action on climate change and scored 3^rd
position in research carried out on a content and quality on CSR reports of
Dutch companies.[74]
The company summarised in a single page the policy it has pursued with regard
to several social and environmental policies, detailing its strategy and the
resource allocation involved in the business model adopted in its Annual Report
of 2014.[75]
In highlighting its sustainable living plan, Unilever clearly highlights the
environmental and social impact of the production as it relates to improving
health and well-being, environmental impact, enhancing livelihood,
opportunities for women, fairness in workplace, health and hygiene etc.[76]
However, while Unilever projects itself as meeting CSR standards, its labour
practices in Vietnam has been found wanting by Oxfam Report.[77]
The report evidences the poor working conditions in one its Vietnam factories
where its workers’ wages are insufficient to earn them adequate diets nor keep
their children in school, its suppliers and managers were unclear about
Unilever’s code of conduct, its workers were too scared to voice their
grievances, factory workers were employed by a third party on much poorer terms
and conditions and their suppliers with employees were discovered to be working
for illegal overtime hours.[78]
This report shows Unilever fell short of the standards it set for itself.[79]

Another
example is the Volkswagen manipulation of emission data scandal which
represents an absolute failure not only in terms of terms of CSR, but questions
the veracity of reports and data presented by corporate organisations and businesses
even when they opt to comply.[80]
Volkswagen projected its compliance with CSR standards on the basis of its
supposedly environmentally friendly cars meanwhile it was polluting the planet.[81]

The
scenarios above, amongst others gives credence to the assertion that CSR is
seen as a ‘blue washing’ and ‘box ticking’ approach by companies. The problem
of lack of mechanisms for implementation of these CSR policies as well as
supervisions still subsists even with the tangible efforts aimed at
establishing templates and guidelines and suggest the urgent need to
restructure CSR to form part of corporate or company laws of States and to
reflect in primary incorporation documents like the memorandum and articles of
association.[82]

CONCLUSION

At
the heart of CSR is the conception that business houses can be trusted to adopt
the appropriate regulatory steps and tackle effectively any problems their
operations may cause,[83]
but can these voluntary approaches be adequate enough to ensure CSR is
attained?[84]  The above case studies present a persuasive
reason why many see CSR as ‘nothing more than a window dressing’ have viewed
CSR because most businesses paints excellent and appealing pictures of social
responsiveness while the opposite might be the case[85].
Nevertheless, this should not undermine the conscious effort of some other
businesses that have positively impacted on the society,[86]
and at the same time built an admirable corporate relationship with the various
stakeholders through the tool of CSR.[87]

Hence,
this paper has given a balanced analysis of the subject without unduly aligning
with the proposition which forms the topic for discussion. While appreciating
the various soft laws, it appears that the EU Directive presents a more
determined and authoritative basis for implementation of CSR, despite some of
its shortcomings. This is because, States have a legal obligation to transpose
EU Directives into their national laws and ensure effective supervision and
enforcement. Admittedly, the EU Directive presents a legal framework for CSR
reporting, but in the words of Szabo and Sorensen ‘an approach to non-financial
reporting built on minimum harmonisation which is not supported by detailed
rules and standards on the processing and collection of information, is not
likely to have a significant effect’.[88]
It is hereby recommended that while the EU has set the ball rolling for the
establishment of a legal framework for CSR, States should devise effective
means and methods of  transposing in line
with their local circumstances and implementing the EU Directive so as to give
it the force required for its implementation. In the absence, of this concerted
effort then CSR principles shall remain more like a concept and nothing
pretentious.

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  ‘accessed 7 April 2017’
• Dans
  E, ‘Volkswagen and the Failure of Corporate Social Responsibility’ Leadership
  (27 September  2015) < https://www.forbes.com/sites/enriquedans/2015/09/27/volkswagen-and-the-failure-of-corporate-social-responsibility/#30112ae74405 > ‘accessed 20 March
  2017’
• Federation
  of European Accountants, ‘EU Directive on Disclosure of Non-Financial and
  Diversity Information’. Available at< https://www.accountancyeurope.eu/wp-content/uploads/FEE_position_paper_EU_NFI_Directive_final.pdf > ‘accessed 20 March
  2017’
• Herzig C, Moon J,‘Corporate Social Responsibility, The Financial Sector
  and EconomicRecession’<https://nottingham.ac.uk/business/businesscentres/crbfs/documents/researchreports/paper86v2.pdf> ‘accessed 20 March 2017’
• Holme R and Watts P, Corporate Social Responsibility:
  Making Good Business Sense 10, World business Council for Sustainable
  Development (WBCSD) <
  http://old.wbcsd.org/work-program/business-role/previous-work/corporate-social-responsibility.aspx>
  ‘accessed 14 April 2017’
• Straus
  T, ‘Study Finds Rise in Corporate Power’, (AlterNet, 7 December 2005) available
  at: < www.alternet.org/story/10184 > (last accessed 16
  April, 2017)

UN Instruments

• Draft
  United Nations Code of Conduct on Transnational Corporations, UN ESCOR, Special
  Session, Supp. No 7, Annex II, UN Doc. E/1983/17/Rev.1

Website/Internet Sources

• Equator
  Principles  < http://www.equator-principles.com > ‘accessed 20 March
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• Financial
  Reporting Council, What Constitutes an Explanation Under ‘Comply or Explain’?
  (2012 < https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/What-constitutes-an-explanation-under-comply-or-ex.pdf>  ‘accessed 25 April 2017’
• Full
  text of the OECD Guidelines. Available at < http://www.oecd.org/document/28/0,2340,en_2649_34889_2397532_1_1_1_1,00.html > ‘accessed on 16
  April 2017’
• OECD
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  >
• UK
  Corporate Governance Code, (September 2014) preface, available at:
  https//www.frc.org.uk/Our-Work/Publication/Corporate-Governance/UKCorporate-Governance-Code-2014.pdf
• UK Department of Business and Skills, (16 April 2017) < http://www.gov.uk/guidance/uk-national-contact-point-for-the-orgaanisation-for-economic-co-operation-and-development-oecd > (last accessed 17 April, 2017).
• UN Global Compact, cop Review Project’, www.unglobalcompact.org/COP/Review_Project.htmliew_Project.html. (Last accessed on 17 April, 2017)
• UN Global Compact: Under Criticism. < http://www.global-ethic-now.de/gen-eng/0d_­weltethos-und-wirtschaft/0d-03-neue-art/0d-03-106-global-com-kritik.php > (last accessed on 16 April, 2017)
• Unilever annual report and accounts (2014). Available at <https://www.unilever.com/Images/ir_unilever_ar14_tcm244-421557_en.pdf> ‘accessed 20 March 2017’
• United Nations Global Compact < www.unglobalcompact.org > ‘accessed 25 April 2017

Others

• Anderson
  S, ‘International Regulation of Transnational Corporations (2006) Institute for
  Policy Studies. A Paper Presented at a Workshop on International Regulations
  Sponsored by Focus on the Global South in December 2006. P. 4
• Bandi
  N, ‘United Nations Global Compact: Impact and its Critics’ (13-09-2007)
  Covalence Analyst Papers, University of Geneva, Switzerland. P.1.
  <UnitedNationalsGlobalCompact.pdf>
• Commission
  of the European Communities (2001) Promoting a European Framework for Corporate
  Social Responsibility, Green Paper, European Commission, Brussels
• UN Norms on the Responsibilities of
  Transitional Corporations and other Business Enterprises with Regard to Human
  Rights, UN Doc. E/CN.4/Sub.2/2003/12/Rev.2 (26 August 2003)

Newspaper Articles

• Nigerian
  Guardian Newspaper, Thursday January 27^th, 2011, p. 41 (report on
  Shell CSR in Nigeria)
• Smedley
  T, ‘Unilever’s Labour Practices in Vietnam found wanting by Oxfam report ‘ The
  Guardian (7 February 2013) < https://www.theguardian.com/sustainable-business/blog/unilever-labour-practices-vietnam-oxfam-report > Accessed 20 March
  2017

---

[1] Frank de Hond,
Frank G.A. de Bakker and Peter Neergaard, Introduction
to Managing Corporate Social Responsibility in Action: Talking, Doing and
Measuring (2^nd edn, Routledge 2016)

[2] Bidyut
Chakrabarty, Corporate Social
Responsibility in India (1^st edn, Routledge 2011)

[3] Ibid.

[4] Ibid.

[5] Christian Herzig, Jeremy Moon,‘Corporate Social Responsibility, The
Financial Sector and EconomicRecession’<https://nottingham.ac.uk/business/businesscentres/crbfs/documents/researchreports/paper86v2.pdf> ‘accessed 20 March 2017’

[6] Ali M. Quazi and
Dennis O’Brien, ‘An Empirical Test of a Cross-National Model of Corporate
Social Responsibility’ (2000) 25 (1), Journal of Business and Ethics, 33, 35.

[7]
Directive 2014/95/EU of the European Parliament and of the Council.

[8] Collin Crouch and Camilla MacLean, ‘The Responsible Corporation in a
Global Economy’ (2011) Oxford Scholarship Online < http://www.oxfordscholarship.com/view/10.1093/acprof:oso/9780199592173.001.0001/acprof-9780199592173> ‘accessed 7 April 2017’

[9]Ibid.

[10]Ibid.

[11]Lois A Mohr, Webb Deborah J, Harris E.  Katherine, ‘ Do Consumers Expect Companies to
be Socially Responsible? The Impact of Corporate Social Responsibility on
Buying Behaviour’ (2001) 35(1) The Journal of Consumer Affairs 45.

[12]Lois A Mohr, Corporate Social Responsibility: Competitive
Disadvantage or Advantage? in Ronald Paul Hill and Charles Ray Taylor (eds), In
the Proceedings of the 1996 Public Policy Conference (Chicago: American
Marketing Association 1996) 48 – 49.

[13]Ibid.

[14]Philip Kotler, Marketing Management: Analysis,
Planning, Implementation, and Control (7 edn, Englewood Cliffs, NJ:
Prentice Hall 1991)

[15] Ibid.

[16]Ed Jr. Petkus, Robert B. Woodruff, Decision-Making Process in Marketing:
Linking Decision Makers and Stakeholders: Linking Decision Makers and
Stakeholders. in Chris T Allen (ed), In Proceedings of’ the Winter 1992
American Marketing Association (Chicago: American Marketing Association
1992)  

[17]Archie B. Carroll,
‘Corporate Social Responsibility: The Centerpiece of Competing and
Complementary Frameworks, available at: www.elsevier.com/locate/orgdyn
(accessed on 16 April, 2017).

[18]Ibid

[19] Lord Richard Holme and Phil Watts, Corporate Social Responsibility:
Making Good Business Sense 10, World business Council for Sustainable
Development (WBCSD) <
http://old.wbcsd.org/work-program/business-role/previous-work/corporate-social-responsibility.aspx> ‘accessed 14 April 2017’

[20] Bidyut, supra
(n.5)

[21] Commission of the
European Communities (2001) Promoting a European Framework for Corporate Social
Responsibility, Green Paper, European Commission, Brussels

[22] Tima Bansal,
Natalie Slawinski, et al, ‘Beyond
Good Intention: Strategies for Managing your CSR Performance’, Ivy Business
Journal, available at: http://iveybusinessjournal.com (last
accessed on 17 April, 2017).

[23] Tamara Straus,
‘Study Finds Rise in Corporate Power’, (AlterNet, 7 December 2005) available
at: < www.alternet.org/story/10184 >
(last accessed 16 April, 2017)

[24] Uwem E. Ite,
Multinationals and Corporate Social Responsibility in Developing Countries: A
Case Study of Nigeria (2004) 11(1-11) Corp. Soc. Responsib. Environ. Mgmt,
p.1-2 < onlinelibrary.wiley.com/doi/10.1002/csr.49/epdf. (last accessed 16
April, 2017)

[25] Adefolake O.
Adeyeye, ‘Corporate Social Responsibility of Multinational Corporations in
Developing Countries’, in Corporate
Social Responsibility of Multinational Corporations in Developing Countries:
Perspectives on Anti-Corruption. (Cambridge University Press, 2012) p.7.
Doi: https://doi-org.ezproxy.uwe.ac.uk/10.1017/CBO9781139005067.006

[26] Dima Jamali and
Yusuf Sidani, ‘Classical vs. Modern Managerial CSR Perspectives: Insight from
Lebanese Context and Cross-Cultural Implications’ (2008) 113(3) Business and
Society Review 330.

[27] Christopher
Stone, Where the Law Ends (New York:
Harper and Row, 1975) p331.

[28] Frank Den Hond et
al (eds.), Managing Corporate Social
Responsibility in Action, (Ashgate Publishing Ltd, 2007) p.1.

[29] Draft United
Nations Code of Conduct on Transnational Corporations, UN ESCOR, Special
Session, Supp. No 7, Annex II, UN Doc. E/1983/17/Rev.1

[30] Business &
Human Rights Resource Centre, ‘ UN “Protect, Respect and Remedy” Framework and
Guiding Principles, available at: < https://business-humanrights.org/en/un-secretary-generals-special-representative-on-business-human-rights/un-protect-respect-and-remedy-framework-and-guiding-principles >
last accessed 16 April, 2017.

[31] Moon, N. Gond,
Corporate Social Responsibility and Government, in Ceon and others (eds), Oxford Handbook of Business and Government
(Oxford University Press 2010).

[32] www.oecd.org/dataoecd/56/36/192248.pdf (last
accessed 10 April, 2017).

[33] Sarah Anderson,
‘International Regulation of Transnational Corporations (2006) Institute for
Policy Studies. A Paper Presented at a Workshop on International Regulations
Sponsored by Focus on the Global South in December 2006. P. 4.

[34] See OECD
Guidelines, VI. Environment, www.oecd.org/dataoecd/43/29/48004323.pdf

[35] See full text of
the OECD Guidelines. Available at < http://www.oecd.org/document/28/0,2340,en_2649_34889_2397532_1_1_1_1,00.html >
last accessed on 16 April,2017).

[36] UK
Department of Business and Skills, (16 April 2017) < http://www.gov.uk/guidance/uk-national-contact-point-for-the-orgaanisation-for-economic-co-operation-and-development-oecd >
(last accessed 17 April, 2017).

[37] Ibid.

[38] UK
Corporate Governance Code, (September 2014) preface, available at:
https//www.frc.org.uk/Our-Work/Publication/Corporate-Governance/UK-Corporate-Governance-Code-2014.pdf.

[39] See s.
172 (d&e) UK Companies Act, 2006, available at: http://www.legislation.gov.uk/ukpga/2006/46/contents
(accessed 30/03/2016).

[40] Adaeze Okoye,
’Novel linkages for Development: Corporate Social Responsibility, Law and
Governance: Exploring the Nigerian Petroleum Industry Bill’, (2012) 12(4)
Corporate Governance: The International Journal of Business in Society, p. 460
at 465. http://dx.doi.org/10.1108/14720701211267801

[41] Ibid.

[42]Available
at < http://www.equator-principles.com >
‘accessed 20 March 2017’

[43] Ibid.

[44] Ibid.

[45] Ibid.

[46]< www.unglobalcompact.org
>last accessed 12/12/16.

[47] Elena Blanco and
Jonah Razzaque, Globalisation and
Natural Resource Law, Challenges, Key Issues and Perspectives
(Edward Elgar Publishing Limited, 2011) p. 225.

[48] Ibid.

[49] Nina Bandi,
‘United Nations Global Compact: Impact and its Critics’ (13-09-2007) Covalence
Analyst Papers, University of Geneva, Switzerland. P.1.
<UnitedNationalsGlobalCompact.pdf>

[50] Ibid.

[51] UN Global
Compact: Under Criticism. < http://www.global-ethic-now.de/gen-eng/0d_­weltethos-und-wirtschaft/0d-03-neue-art/0d-03-106-global-com-kritik.php >
(last accessed on 16 April, 2017)

[52] UN Global
Compact, cop Review Project’, www.unglobalcompact.org/COP/Review_Project.htmliew_Project.html. (Last
accessed on 17 April, 2017).

[53] ibid

[54] Halina Szejnwald
Brown et al, ‘The Rise of the Global Reporting Initiative: A Case of
Institutional Entrepreneurship, (2009) 18(2) Environmental Politics, 182 at
182. http://dx.doi.org/10/1080/09644010802682551

[55] Ibid.

[56] Daniel Gergely
Szabo, Karsten Engsig Sorensen ‘Non-financial reporting, CSR Frameworks and
Groups of Undertakings: Applications and Consequences’ (2017) Journal of
Corporate Law Studies.

[57] Ibid.

[58] UN Norms on the Responsibilities of Transitional
Corporations and other Business Enterprises with Regard to Human Rights, UN
Doc. E/CN.4/Sub.2/2003/12/Rev.2 (26 August 2003).

[59] Federation of
European Accountants, ‘EU Directive on Disclosure of Non-Financial and
Diversity Information’. Available at< https://www.accountancyeurope.eu/wp-content/uploads/FEE_position_paper_EU_NFI_Directive_final.pdf >
‘accessed 20 March 2017’

[60] Ibid.

[61]Ibid.

[62]Ibid.

[63] Uwem E. Ite,
Multinationals and Corporate Social Responsibility in Developing Countries: A
Case Study of Nigeria (2004) 11(1-11) Corp. Soc. Responsib. Environ. Mgmt.,
p.1. < onlinelibrary.wiley.com/doi/10.1002/csr.49/epdf. (last accessed
22/12/16).

[64] John Quinn and Barry Connolly, The Non-Financial Information Directive:
An Assessment of Its Impact on Corporate Social Responsibility’ (2017) 14 (1)
European Company Law Journal 21

[65] David Monciardini, Regulating Accounting for Sustainable Companies: Some
Considerations on the Forthcoming Directive (2014) 11 (2) European Company Law
Journal 121

[66] Supra (n.7)

[67] Stephan Muller, Martin Stawinoga and Patrick Velte, ‘Stakeholder
Expectations on CSR Management and Current Regulatory Developments in Europe
and Germany (2015) 12(4) Corporate Ownership and Control 506 -513.

[68]Ibid.

[69] Article 29a of
the Directive States that public entities which are parent undertakings of a
large group exceeding on its balance sheets dates, on a consolidated basis, the
criterion of the average number of 500 hundred employees during the financial
year shall include in the consolidated management report a consolidated
non-financial statement containing information to the extent necessary for an
understanding of the group’s development, performance, position and impact of
its activity.

[70] Dániel Gergely szabó and Karsten Engsig sørensen,
‘Non-financial reporting, CSR frameworks and Groups of Undertakings:
Application and Consequences’ [2017] 17(1) Journal of Corporate Law Studies
<10.1080/14735970.2016.1254449> ‘accessed 20 March 2017’.

[71] Ibid.

[72] Ibid.

[73] This is because
the parent undertaking will not normally have a formal legal right to request
the information as a shareholder of the subsidiary. Although some shareholders
may require some information at or in connection with the general meeting.
However possible this might sound, it would not be a very practical way of
obtaining the information required.

[74] Unilever annual
report and accounts (2014). Available at <https://www.unilever.com/Images/ir_unilever_ar14_tcm244-421557_en.pdf> ‘accessed 20
March 2017’

[75] Ibid.

[76] https://www.unilever.com/Images/ir_unilever_ar14_tcm244-421557_en.pdf
Accessed 18 March 2017

[77] Tim
Smedley, ‘Unilever’s Labour Practices in Vietnam found wanting by Oxfam report
‘ The Guardian (7 February 2013) < https://www.theguardian.com/sustainable-business/blog/unilever-labour-practices-vietnam-oxfam-report >
Accessed 20 March 2017.

[78]Ibid.

[79] Ibid.

[80]Enrique
Dans, ‘Volkswagen and the Failure of Corporate Social Responsibility’
Leadership (27 September  2015) < https://www.forbes.com/sites/enriquedans/2015/09/27/volkswagen-and-the-failure-of-corporate-social-responsibility/#30112ae74405 >
Accessed 20 March 2017.

[81]Ibid.

[82] Ibid.

[83] Ibid.

[84] Ibid.

[85] Christian Aid,
‘Behind the mask, the Real Face of Corporate Social Responsibility’ (2004) p.
4, available at: https://www.st-andrews.ac.uk/media/csear/app2practice-docs/CSEAR_behind-the-mask.pdf (last
accessed on 18 April, 2017).

[86] Jedrzej George
Fryna, ‘the False Developmental Promise of Corporate Social Responsibility:
Evidence from Multinational Oil Companies (2005) Vol. 81(3) International
Affairs (Royal Institute of International Affairs 1994) 581.

[87] Nigerian Guardian
Newspaper, Thursday January 27^th, 2011, p. 41. (report on Shell CSR
in Nigeria)

[88] Daniel Gergely Szabo and Karsten Engsig Sorensen, ‘New EU Directive on
the Disclosure of Non-Financial Information (CSR) (2015) 12(3) European Company
and Financial Law Review 307 – 316.