*Full Professor of Corporate Law at
Nyenrode University, Netherlands,
T.Lambooy@nyenrode.nl
**Nyenrode Business University,
Netherlands
ebbatoomey@gmail.com
***Nature Governance program and the
Dandelion fellowship program at Earth
Law Center apimor@earthlaw.org
****Senior Manager B Corp Impact and
Engagement at B Lab and heads the B
Corp community in the Benelux
dvanapeldoorn@bcorporation.eu
*****Strategy, Operations and Planning
for the Earth Law Center’s Nature
Governance Agency
lward@earthlaw.org
******Earth Law Center’s Nature
Governance Agency
psharma@earthlaw.org

*******Liance Legal, Amsterdam,
North Holland
jacobien.viets@liance.legal

********Executive Director Benelux at B
Lab, international non-profit
organisation working a.o. on certifying
B Corps tvansoest@bcorporation.eu

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DOI 10.32015/JIBM.2024.16.2.5
Mednarodno inovativno poslovanje =
Journal of Innovative Business and
Management
ISSN 1855-6175

Nature as a stakeholder: including nature in
corporate governance practices to meet the
EU corporate sustainability reporting directive
Tineke Lambooy*, Ebba Hooft Toomey**, Alexandra
Pimor***, Daan van Apeldoorn****, Lucy Ward*****,
Pooja Sharma******, Jacobien Viets*******,
Tessa Van Soest********
Abstract: This paper provides one of the first reviews of Natureinclusive corporate governance models, as implemented in the day-today practice of ten identified businesses. Two key drivers of the
formation of Nature-inclusive governance are increasingly urgent
environmental change and the rise of corporate social responsibility
reporting mechanisms and laws, notably the EU Corporate Sustainability
Reporting Directive (CSRD). The research consists of qualitative analysis
of interviews with representatives of companies that have given Nature
a governance role. These interviews were accompanied by legal research
in several European jurisdictions (the Netherlands, Belgium, and the
United Kingdom) to identify additional legal options for incorporating
Nature in corporate governance. It consists of four models: Nature as
Inspiration, Nature as Advisor, Nature as Director, and Nature as
Shareholder.
Keywords: corporate governance, sustainability, CSRD, social
responsibility, nature
JEL: M14, Q50, Q54, Q56

Narava kot deležnik: vključitev narave v prakse
korporativnega upravljanja za izpolnjevanje
direktive EU o poročanju o trajnostnem razvoju
podjetij
Povzetek. Članek predstavlja enega prvih pregledov modelov
korporativnega upravljanja, ki vključujejo Naravo, kot se izvaja v
vsakodnevni praksi desetih identificiranih podjetij. Dva ključna gonila
oblikovanja upravljanja, ki vključuje Naravo sta: vse bolj nujna okoljska
sprememba in porast mehanizmov in zakonov za poročanje o družbeni
odgovornosti podjetij, zlasti direktiva EU o poročanju o trajnostnem
razvoju (CSRD). Raziskava je sestavljena iz kvalitativne analize
intervjujev s predstavniki podjetij, ki so Naravo prepustila upravljavski
vlogi. Intervjuje je spremljala pravna raziskava v več evropskih
jurisdikcijah (Nizozemska, Belgija in Združeno kraljestvo), da bi ugotovili
dodatne pravne možnosti za vključitev Narave v upravljanje podjetij. Na
podlagi ugotovitev je bil razvit okvir inovativnih modelov upravljanja, ki
vključuje Naravo. Sestavljen je iz štirih modelov: Narava kot navdih,
Narava kot svetovalec, Narava kot direktor in Narava kot delničar.
Ključne besede: korporativno upravljanje, trajnost, CSRD, družbena
odgovornost, narava
This paper was presented at Economic and Social Development
Conference (University of Dubrovnik, 5-6 April 2024).

1

Introduction
This paper analyses the role of Nature as a stakeholder in corporate governance and
identifies various ways in which Nature can participate. This topic is relevant and urgent due
to the global context of large-scale environmental change which both threatens and stems
from business as usual. Private businesses can and are involved in the ongoing societal
attempts to address such problems and to remediate their roles. Recognizing Nature as a
stakeholder in business is one such method. This paper presents the first framework and
analysis of models for recognizing Nature as a stakeholder. To support the analysis, the
global context for and the theoretical and philosophical basis of Nature as a stakeholder are
first discussed.
As set out in multiple reports, among others, by the Taskforce on Nature-related Financial
Disclosures (2023) and the WWF Living Planet Reports (Almond, 2022) (Almond, 2020),
corporate activities impact the state of Nature everywhere in the world. The Planetary
Boundaries (Richardson, 2023) are a framework developed by the Stockholm Resilience
Centre which identifies the 9 biophysical processes that ensure a liveable, stable, and
resilient Earth system. Currently, 6 out of the 9 boundaries have been transgressed due to
human activity: biosphere, freshwater change, land-system change, climate change,
biochemical flows (phosphate and nitrogen), and the introduction of novel entities
(chemicals and plastics). Beyond these limits, the Earth systems may not be able to selfregulate in a healthy equilibrium and the risk of large-scale disruptive and irreversible
changes becomes significant. The Paris Agreement (2015) and the Global Biodiversity
Framework (2022) set 2030 as a critical ‘deadline’ to ensure a liveable Earth.
Besides the relevance for ensuring a safe space for humanity, planetary changes such as
extinction and ecosystem change can also be considered from the perspective of the wider
community of life and the intrinsic value of Nature. The Earth Charter (2000), the EU Habitat
and Bird Directives (European Commission, 2014), the Convention on Biological Diversity
(1992), and the Kunming-Montreal Global Biodiversity Framework (2022) each emphasise the
intrinsic value of flora and fauna. This expands the rationale for actively listening to the
voice of Nature to guide our actions from one based on the benefit that this would provide
to humans to a moral argument that doing so is ethically consistent with the intrinsic value
of all life (Earth Charter, 2000).
Business impacts and is dependent on Nature. This recognition is substantially supported by
the evidence that businesses rely heavily on a healthy planet for their own functioning and
survival, with 85% of the world’s largest companies depending on Nature in the form of
ecosystem services and biodiversity (S&P Global Sustainable, 2023). Furthermore, the World
Economic Forum (WEF) has demonstrated, in recent publications, that Nature is the
foundation of economic growth and job creation, and the most important stakeholder of this
decade (WEF, 2020) (Al-Olaimy, 2020) (TNFD, 2023).
Since 2000, many international standards have been developed to raise awareness of the
impact of business on Nature. Corporate Social Responsibility (CSR) standards and guidelines
and Environmental, Social, and Governance reporting frameworks (ESG) are regularly used
by investors to evaluate non-financial factors when making decisions. Increasingly, these
reporting measures require Nature-related disclosures (Taskforce on Nature-related
Financial Disclosures, 2023) (CSRD, 2022) (ESRS, 2023). Well-known CSR standards and
guidelines are the UN Global Compact (2000), the Global Reporting Initiative Standards
(2000, 2022), the OECD Guidelines for Multinational Companies on Responsible Business
Conduct (2000, 2011, 2023), the UN Guiding Principles on Business and Human Rights (2011),
the Principles for Responsible Investment (2017), the Taskforce on Climate-related Financial
Disclosures (2017), and the Taskforce on Nature-related Financial Disclosures (2023).
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A key component of CSR is stakeholder engagement by companies. According to Freeman, a
stakeholder is “any group or individual who can affect or is affected by the achievement of
the firm’s objectives”. Authors such as Starik (1995), Laine (2010), and Heikkurinen and
Makinen (2018) have expanded this definition to include non-human entities. The feasibility
and importance of Nature’s inclusion in stakeholder theory is indicated by Kujala et al.
(2019). Hence, an increasing amount of literature provides a theoretical basis for considering
Nature as a stakeholder in business. Stakeholder engagement comprises of organising
dialogues with each of the stakeholders to support understanding the adverse impacts of
business activities on their interests, incorporating changes to the business model in order
to address concerns and avoid avoid future adverse impacts, monitoring the implementation
of these measures, and publicly sharing the results thereof to ensure transparency and
accountability (OECD, 2023).
Recently, CSR soft law standards have been formalised in legislation. An example of the
formal implementation of CSR reporting standards is the EU Corporate Sustainability
Reporting Directive (CSRD, 2022), which took force in the national law of all EU Member
States at the beginning of 2024. These norms apply to large companies based in the EU and
to non-EU companies with an annual turnover above €150 million. These obligations will also
increase the transparency of the activities of small and medium enterprises (SMEs) that are
a component of large corporation’s value chains. The CSRD requires, in articles 19a and 29a,
that companies and groups of companies report on how their “business model and strategy
take account of the interests of [their] stakeholders …”. Companies are obliged to report on
the environmental, social and governance (ESG) impacts in their value chains. The
accompanying reporting instructions, covered in the EU delegated act, the European
Sustainability Reporting Standards (2023), contain many Key Performance Indicators (KPIs).
Specifically, ESRS 4 concerns biodiversity and ecosystems KPIs. This mandatory standard
requires that companies assess and disclose detailed aspects of both their dependency and
their impacts on Nature. In relation to the latter, the assessment and disclosure requirement
extends to the ways in which a company: “... affects biodiversity and ecosystems, in terms
of material positive and negative, actual and potential impacts, including the extent to
which it contributes to the drivers of biodiversity and ecosystem loss and degradation.” This
explicit prescription in a widely applicable EU legal framework indicates that Nature is being
recognised as a stakeholder in business. Furthermore, it is explicitly mentioned in the ESRS
1 under Application Requirement (AR) 7 Nature may be considered a silent stakeholder.
Furthermore, the OECD Guidelines (2023) state that, as part of their due diligence,
companies should meaningfully engage with stakeholders and their legitimate
representatives, especially with respect to activities that may significantly impact them, as
specified by the Guidelines. They provide an outline of what meaningful stakeholder
engagement entails and the environmental impact of business is explicitly covered. Therein,
the concept of ‘Nature as Stakeholder’ is an emergent theme; where “nature is [deemed]
essential for business and other organisations as it gives resources, affects other
stakeholders, and has a moral right to be included in organisational decision-making”.
Compliance with these Guidelines is a requirement to obtain governmental subsidies for
innovation and transition in the Netherlands through the Enterprise Agency, export credit
insurance through the Atradius Dutch State Business, and to participate in public tenders.
Recognizing Nature as a stakeholder provides an opportunity to make effective and efficient
Nature positive decisions and to facilitate a company’s CSR and reporting obligations.
Specifically, Nature governance may help with meeting the EU CSRD and the OECD
guidelines, along with other similar CSR standards and guidelines. A Nature-inclusive
governance model provides a tool and framework for streamlining sustainability practices,
such as the development and implementation of a sound biodiversity strategy. The research
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question which will be addressed in this paper is: How can Nature be given a voice in
corporate governance structures to represent the interests of the environment in the
corporate decision-making processes? This paper presents four models (Nature as Inspiration,
Nature as Advisor, Nature as Director, and Nature as Shareholder), identified through
theoretical legal research and the analysis of qualitative interviews with ten case study
companies.

1 Methodology
Mixed methods were employed to study the research question: How can Nature be given a
voice in corporate governance structures to represent the interests of the environment in
the corporate decision-making processes? Legal studies in several European jurisdictions (the
Netherlands, Belgium and the United Kingdom) were conducted to identify legal options
under corporate law and contract law to give Nature a voice in corporate governance.
Additionally, by conducting qualitative research, through analysis of company websites and
reports as well as semi-structured interviews, the team explored and categorised best
practices by companies in said jurisdictions that have structurally included Nature as a
stakeholder in their governance structures and/or decision-making processes. Ten
progressive companies were identified and a representative was interviewed about how and
why the organisation has included Nature, how they define Nature, how representation is
determined and mandated, and any dilemmas, barriers, and successes they have
encountered concerning Nature in their governance. The organisations interviewed were:
Hub Culture, Willicroft, Faith in Nature, the Zoönomic Foundation, Tony’s Chocolonely,
Palais de Tokyo, Corporate ReGeneration, Blyde, and Patagonia. All interviews were
conducted in accordance with the ethical protocol developed in coordination with and
approved by Nyenrode Business University in the Netherlands.
Based on the findings of both studies, a framework for innovative Nature-inclusive
governance models was developed. This framework is supported by a toolkit for other
companies that intend to give Nature a voice as a stakeholder. The ‘Onboarding Nature
Toolkit’ (Pimor et al, 2024) includes ethical, organisational and legal information, options,
and recommendations aimed at supporting companies and other organisations to embark on
including Nature as a stakeholder in their governance structures.

2 Results
The findings from the case studies concerning progressive companies that have onboarded
Nature in their organisation reveal four methods of involving Nature as a stakeholder. Based
on the case studies, a framework was developed comprising the following four main models:
(i) Nature as Inspiration; (ii) Nature as Advisor; (iii) Nature as Director; and (iv) Nature as
Shareholder. Each of the case study companies is categorised under one of these four
models. The analysis of the four Nature-governance models which were implemented by the
interviewed case study companies was paired with theoretical legal research. The legal
research affirmed the case studies’ approaches and it identified and clarified the various
concrete legal ways to include Nature in a company’s corporate governance structure. Also,
it added possible approaches not yet implemented by the assessed companies. Additionally,
desk research provided the researchers with other examples of organisations that have
Nature included as a stakeholder in their governance (these organisations were not among
the interviewee-case study companies), which were added for illustration purposes. The
results of the case studies, desk research, and legal research are found in Table 1, where
both implemented models and theoretical models are presented. It is worth noting that,
because company law differs slightly across jurisdictions, the implementation of Naturegovernance models must be modified to the specific national jurisdiction under which a
company has been incorporated. To narrow the focus of this study and to present the results
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in a tangible manner, Table 1 grounds the Nature-governance models in Dutch company law.
However, the research results show that similar options are available in other EU
jurisdictions as well as in the jurisdictions of the UK and the US, although the specifics of
these are beyond the scope of what is discussed here.
Table 1. The Four Identified Models of Nature as Stakeholder

Models

Subcategories

Explanation

Examples emerged from the case
studies and desk research

Nature as Inspiration

Option 1:

Examples include:

Nature as Inspiration can
be expressed in a strong
form in which the
interests of Nature are
the main purpose of the
organisation or in a light
form as a declaration of
intent.

Nature as
purpose.

Stated in the organisation’s
purpose statement as
included in the
Constitutional
documents/Articles of
Incorporation/Articles of
Association/Bylaws.

(legal)

The Land Life Company’s restoration
mission
The purpose of the foundation Pluto
Naturfonden, incorporated under Danish
law, is: ‘to ensure the preservation of a
good and safe climate, endangered
animal species and nature in general’.
The purpose of the foundation
Commonland Foundation, incorporated
under Dutch law, is to restore
ecosystems.
The purpose of the foundation IUCN NL,
incorporated under Dutch law, and a part
of the IUCN International network, is:
“Our vision is a just world in which nature
is valued and protected.”
The purpose of the foundation WWF-NL,
incorporated under Dutch law, is to
preserve Nature.

Option 2:
Nature as
Inspiration is a
policy-based
commitment to
consider the voice
and interests of
Nature within the
governance of the
company. (nonlegal)

This approach is a light
touch, a cultural
entrenchment of Nature in
the organisation, focusing
on the voice rather than
creating a legal position for
Nature as a stakeholder in
the company’s governance.

An example of Nature as Inspiration is
the campaign for ‘Mother Nature as CEO’
(see Chapter 2 of the Onboarding Nature
Toolkit (Pimor et al, 2024)). This
campaign has been initiated by the B
Corp certified companies Willicroft and
Blyde, and this model has now been
adopted by 12 companies.

It is a purpose-driven and
mission-driven declaration
of intent that is a first step
onto the journey of
bringing Nature as a
Stakeholder.

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Nature as Advisor

Option 1:

Nature as Advisor can be
organised by setting up
an advisory council or
committee in the legal
corporate structure, or
through a contractual
and/or certification
method, or via a nonlegal arrangement.

Nature as a
stakeholder
embodied in an
Advisory Council
or Advisory
Committee. (legal)

Option 2:
Nature
represented by an
Advisor to the
Board of Directors
via a contractual
and/or
certification
arrangement.
(legal)

Option 3:
Nature
represented by an
Advisor to the
Board of Directors
in a non-legal
manner. (nonlegal)

Nature as Director

Option 1:

Nature as Director is a
legal commitment to
entrench the voice, the
vote, and the interests of
Nature in the
constitutional, strategic
and operational
governance of the
company. Nature is given
protection and a voice
(rights), through both a
revision of the articles of
association, including an
upgrade of the objects
clause of a company, and
an amendment to the
organisational
governance policy
framework.

Nature
represented by a
Managing
Director in a 2-tier
board or as an
Executive Director
in a 1-tier Board.
(legal).

The Advisory Council or
Advisory Committee has a
legal mandate to advise the
Board of Directors
concerning decisions that
matter to Nature. This
mandate is included in the
organisation’s
Constitutional
documents/Articles of
Incorporation/Articles of
Association/Bylaws.

The research did not identify any specific
examples of this model.

The room created for the
Advisor is a conversational
space where key topics are
discussed, and
recommendations
submitted to the Board of
Directors.

An example of an individual advisory role,
embedded in a contract, was developed
by the Zoönomic Institute model. The
‘Speaker for the Living’ has an ‘Observer
to the Board’ role in organisations
certified as ‘Zoöps’. The Observer is
advising the Board of Directors
concerning the implementation of the
‘Zoönomic Annual Cycle’ and the ‘Zoöp
Model’. This mandate is included in
contractual arrangements and
certification instructions (see Chapter 2
of the Onboarding Nature Toolkit (Pimor
et al, 2024)).

The room created for the
Advisor is a conversational
space where key topics are
discussed, and
recommendations
submitted to the Board of
Directors.

An example of an advisory role via a
policy-based, non-legal, external/satellite
committee framework was developed by
Corporate ReGeneration (see Chapter 2
of the Onboarding Nature Toolkit (Pimor
et al, 2024)). Companies that have
adopted this Nature-governance model
include: Copain (‘Impact board’); Realco
(‘Vision Board’); NGroup (‘Impact Board’),
Danone BeLux (‘Stakeholder meeting’).

The creation of a
directorship role
entrenches Nature’s input
in the decision-making of
the company, through a
range of rights: voting,
access to information,
reporting review, etc. A
specific Nature Board
Member has equal rights
and duties as the other
company Directors.

An example is:

As Boards have collective
responsibility for the dayto-day management in the
interest of the company
and its stakeholders, a
specific Nature Board
Member can bring the
perspective of Nature to
the table.

N.V. PWN Waterleidingbedrijf NoordHolland (PWN). PWN is the drinking
water company of the Dutch Province of
Noord Holland and manager of the
natural area of the dunes in this area. The
shareholders are the local municipalities.
One member of the Executive Board
(‘directie’) has the mandate to guard
Nature (Board Regulation Articles 2.2 and
4.1). However, PWN’s Articles of
Association do not provide for this in an
explicit way.

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Option 2:
Nature
represented by a
Supervisory
Director in a 2-tier
board or as a NonExecutive Director
in a 1-tier Board.
(legal)

The creation of a
supervisory or nonexecutive directorship role
entrenches Nature’s input
in the decision-making of
the company, through a
range of rights: voting,
access to information,
reporting review, etc.
Nature as Supervisory
Director or Non-Executive
Director also has equal
rights and duties as the
other Supervisory and NonExecutive Directors.
As Supervisory and NonExecutive boards have a
collective responsibility for
advising and supervising in
the interest of the company
and its stakeholders, a
specific Nature Supervisory
or Non-Executive Board
Member can bring the
perspective of Nature to
the table.

Nature as Shareholder
Nature as Shareholder is
generally based on the
steward-ownership
model, which is a legal
structure that puts an
emphasis on purpose
over profits; selfgovernance, and longterm goals (legacy). As a
guardian of the
company’s Nature-driven
mission, Nature as
Shareholder can be
integrated through
different forms: a
shareholder foundation;
a perpetual purpose
trust; impact shares; a
golden shareholder;
and/or neutralised
capital.

Option 1 (steward
ownership):
Nature is
represented by
the shareholder
(e.g. via a
foundation).
(legal)
Steward
ownership refers
to the situation in
which the purpose
or mission of the
company has been
translated into its
ownership model.

Nature as Shareholder is a
legal commitment to
entrench the voice, the
vote, and the interests of
Nature, through the
ownership structure and
governance of the
company.
The shareholder acts on
behalf of Nature when
exercising its right to vote
and receiving dividends.
This approach is an
embedment of Nature
through an alternative
ownership model that shifts
or expands the scope of
decision-making and
economic value to a wider
pool of stakeholders.

An example is:
Faith in Nature (see Chapter 2 of the
Onboarding Nature Toolkit (Pimor et al,
2024)).
The company’s website states: “The
objects of the Company are to promote
the success of the Company, a. for the
benefit of its members; and b. while
delivering, through its business and
operations, using its best endeavours to:
(i) have a positive impact on Nature as a
whole and to (ii) minimise the prospect of
any harmful impact of the business and
operations on Nature, in a manner
commensurate with the size and
resources of the Company, taken as a
whole.”
And:
“We appointed Nature as a NonExecutive Director on our board of
directors and created the ability to
delegate the powers to a wider
committee. We did this by amending our
Articles of Association to entrench the
position and used a terms of reference
document to outline the duties and
responsibilities of the human who acts as
the voice of Nature.”
An example is:
Patagonia is a certified B Corp and a
California Benefit Corporation. The
incorporator of the company established
2 foundations (see Chapter 2 of the
Onboarding Nature Toolkit (Pimor et al,
2024)). He transferred 100% of the
company’s voting stock to the Patagonia
Purpose Trust, created to protect the
company’s values, including to minimise
the business activities’ adverse impact on
Nature (equal to 2% of the outstanding
stock of the company). Also, he
transferred 100% of the non-voting stock
to the Holdfast Collective, a non-profit
dedicated to fighting the environmental
crisis and defending nature (equal to 98%
of the outstanding stock of the
company). The funding for the activities
comes from the Patagonia company:
Each year, after reinvesting part of the
profits in the company’s business, the
remainder of the profits is distributed as
a dividend to the Holdfast Collective.

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Option 2 (golden
share):
Nature is
represented by a
golden
shareholder that
holds a
percentage of the
shares (the golden
shareholder can
be a foundation).

A golden share is a type of
share with special voting
rights. Often, its holder can
exercise veto power over
changes to the company's
charter (e.g. its mission as
stated in the constitutional
purpose clause) and
regarding other important
decisions such as the
appointment and discharge
of directors.

(legal)

Guarding Nature can be
included as (part of) its
mandate.

Option 3 (impact
shares):

The impact shareholders
must use their voting rights
to guard Nature. The
common shares can vote in
their own way.

Creation of 2 or
more categories of
shares (i.e.
common shares
and impact
shares). The
impact shares are
held by
shareholders
committed to
guarding the
interest of Nature.
(legal)
Option 4
(neutralised
capital):
Nature is
represented by a
foundation that
holds the legal
title to the shares,
including voting
rights. The
foundation issues
‘certificates of
shares’
(comparable with
administrative
depositary rights
in the US legal
system) to
‘certificate
holders’ who are
entitled to the
economic rights of
the shares.

Alternatively, the common
shares are entitled to
dividend but have no voting
rights, whereas the impact
shares do have voting rights
which they must use to
guard the interests of
Nature. The impact shares
can hold dividend rights or
not hold those.
A foundation (under Dutch
law: Stichting
Administratiekantoor,
abbreviated as Stak)
includes in its
Constitutional
documents/Articles of
Incorporation/Articles of
Association/Bylaws that
(one of) its task(s) is to
ensure guardianship of
Nature. In exercising its
rights as a shareholder, the
Stak must fulfil that task.

An example is:
Tony’s Chocolonely Mission Foundation
holds special legal rights (including
specific voting rights) and must exercise
them to uphold and protect Tony’s
Chocolonely B.V.’s (detailed) mission and
the 5 Sourcing Principles (which include
that the company considers the interest
of Nature in its decision-making (see
Chapter 2 of the Onboarding Nature
Toolkit (Pimor et al, 2024)).

The research did not identify any specific
examples of this model. An interesting
form could be the Luxembourg legal
model developed for social enterprises:
the Societal Impact Company (SIS), which
has impact shares and common shares.

The research did not identify any specific
examples of this model.

The holders of the
certificates of shares are
entitled to the dividends,
which will be paid out to
them by the foundation.

(legal)

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3 Discussion
The EU Corporate Sustainability Reporting Directive (CSRD) and the World Economic Forum
(WEF) indicate that Nature is a central stakeholder, and companies stand to benefit from
efforts to begin conversations with Nature to better understand how their operations impact
Earth’s natural systems and the Planetary Boundaries. Business has the potential to be a
significant driver of change, in large part because of its inherent agility and potential for
innovation, and it is therefore crucial to engage business in solutions which address
environmental crises.
Consequently, this paper posed the question: How can Nature be given a voice in corporate
governance structures to represent the interests of the environment in the corporate
decision-making processes? To that end, ten progressive companies were identified that have
embedded an explicit voice for Nature. In analysing these case study companies, four
potential models for onboarding Nature into corporate decision-making processes were
distilled. By acknowledging Nature as a stakeholder, companies may receive several
potential benefits. Importantly, onboarding Nature offers a method of streamlining and
formalising Nature-related decision-making, positioning companies to: (1) be better
prepared to effectively conduct due diligence assessments into their value chains; (2) fulfil
their duty to engage with stakeholders; (3) to identify problems and their corresponding
solutions in a timely and adequate manner; and (4) to improve knowledge and create
transparency surrounding their operations. These four possible results will help businesses
to meet regulations, such as the CSRD, or guidelines, such as those from the OECD, and fulfil
ESG commitments.
Because Nature-inclusive governance models are an emergent corporate practice, further
research will be necessary to analyse the types of impacts the models have, the degree to
which these models are effective and meaningful ways to recognise Nature as a stakeholder,
and the potential risks of greenwashing and how to avoid them. Additionally, there is the
opportunity for further research into the theory and philosophies behind Nature governance
and the potential for developing additional legal models, in multiple jurisdictions. Based on
the results of this study, comparative analysis of the models effectivity, benefits, and rigour
would benefit interested parties in deciding between which ones to implement.

References
1. Almond, R. (2022). Living Planet Report 2022 - Building a Nature-Positive Society.
Switzerland: World Wildlife Fund (WWF). Retrieved 10.04.2024 from
https://wwflpr.awsassets.panda.org/downloads/lpr_2022_full_report.pdf.
2. Almond, R., Grooten, M. and Petersen, T. (2020). Living Planet Report 2020 - Bending the
Curve of Biodiversity Loss. Switzerland: World Wildlife Fund (WWF). Retrieved 10.04.2024
from
https://files.worldwildlife.org/wwfcmsprod/files/Publication/file/279c656a32_ENGLISH_FU
LL.pdf?_ga=2.143925107.737756802.1713355625-635151996.1713355625.
3. Al-Olaimy, T. (2020). Nature must be the most important stakeholder this decade.
Switzerland: World Economic Forum. Retrieved 18.04.2024 from
https://www.weforum.org/agenda/2020/01/why-nature-will-be-the-most-importantstakeholder-in-the-coming-decade/.
4. Convention on Biological Diversity. (2022). Kunming-Montreal Global Biodiversity
Framework. Kenya: UNEP. Retrieved 10.04.2024 from
https://www.cbd.int/doc/decisions/cop-15/cop-15-dec-04-en.pdf.
5. CSRD. (2022). Directive (EU) 2022/2464 of the European Parliament and of the Council of
14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive
2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability. Luxembourg:
9
Mednarodno inovativno poslovanje = Journal of Innovative Business and Management 2024 / Vol. 16 / No. 2

6.

7.

8.
9.
10.

11.

12.
13.
14.

15.
16.

17.
18.

19.
20.
21.
22.

23.

Publications Office of the European Union. Retrieved 17.04.2024 from
http://data.europa.eu/eli/dir/2022/2464/oj/eng.
Directorate-General for Environment (European Commission) and Sundseth, K. (2014). The
EU birds and habitats directives: for nature and people in Europe. Luxembourg: Publications
Office of the European Union. Retrieved 17.04.2024 from
https://data.europa.eu/doi/10.2779/49288.
ESRS. (2023). Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023
supplementing Directive 2013/34/EU of the European Parliament and of the Council as
regards sustainability reporting standards. Luxembourg: Publications Office of the European
Union. Retrieved 17.04.2024 from http://data.europa.eu/eli/reg_del/2023/2772/oj/eng.
Global Reporting Initiative. (2022). Consolidated Set of the GRI Standards. Global Reporting
Initiative. Retrieved 17.04.2024 from https://www.globalreporting.org/.
Global Reporting Initiative. (2000). Consolidated Set of the GRI Standards. Global Reporting
Initiative. Retrieved 17.04.2024 from https://www.globalreporting.org/.
Heikkurinen, P., & Mäkinen, J. (2018). Synthesising Corporate Responsibility on
Organisational and Societal Levels of Analysis: An Integrative Perspective. Journal of
Business Ethics, 149(3), 589–607. Retrieved 21.04.2024 from
https://doi.org/10.1007/s10551-016-3094-x.
Kujala, J. et al. (2019). Engaging with the Natural Environment: Examining the Premises of
Nature-Inclusive Stakeholder Relationships and Engagement. Conference: IABS 30th Annual
Meeting. Retrieved 17.04.2024 from
https://www.researchgate.net/publication/358388591_Engaging_with_the_Natural_Environ
ment_Examining_the_Premises_of_NatureInclusive_Stakeholder_Relationships_and_Engagement.
Laine, M. (2010). The Nature of Nature as a Stakeholder. Journal of Business Ethics, 96, 73–
78. Retrieved 21.04.2024 from https://doi.org/10.1007/s10551-011-0936-4.
OECD (2023). G20/OECD Principles of Corporate Governance. Paris, France: OECD
Publishing. Retrieved 15.04.2024 from https://doi.org/10.1787/ed750b30-en.
OECD Guidelines (2000). OECD Guidelines for Multinational Enterprises. Paris, France: OECD.
Retrieved 10.04.2024 from
https://www.oecd.org/investment/investmentfordevelopment/2000oecdguidelinesformulti
nationalenterprises.htm.
OECD Guidelines (2011). OECD Guidelines for Multinational Enterprises. Paris, France: OECD.
Retrieved 10.04.2024 from https://www.oecd.org/daf/inv/mne/48004323.pdf.
OECD Guidelines (2023). OECD Guidelines for Multinational Enterprises on Responsible
Business Conduct. Paris, France: OECD. Retrieved 10.04.2024 from
https://www.oecd.org/investment/due-diligence-guidance-for-responsible-businessconduct.htm.
Pimor, A. et al. (2024). Onboarding Nature Toolkit. Retrieved 21.04.2024 from
https://www.onboardingnature.com/.
Porter, M. and Kramer, M. (2007). Strategy and Society: The Link Between Competitive
Advantage and Corporate Social Responsibility. Harvard Business Review. Retrieved
17.04.2024 from https://hbr.org/2006/12/strategy-and-society-the-link-betweencompetitive-advantage-and-corporate-social-responsibility.
PRI. (2017). Principles for Responsible Investment - An Investor Initiative in Partnership with
UNEP Finance Initiative and the UN Global Compact. Principles for Responsible Investment.
Retrieved 18.04.2024 from https://www.unpri.org/download?ac=5330.
Richardson, K. et al. (2023). Earth beyond six of nine planetary boundaries. Science
Advances. Retrieved 18.04.2024 from https://doi.org/10.1126/sciadv.adh2458.
Starik, M. (1995). Should trees have managerial standing? Toward stakeholder status for
non-human nature. Journal of Business Ethics, 14(3), 207–217. Retrieved 18.04.2024 from
https://doi.org/10.1007/BF00881435.
S&P Global Sustainable et al. (2023). How the world’s largest companies depend on nature
and biodiversity. S&P Global Sustainability Quarterly. Retrieved 17.04.2024 from
https://www.spglobal.com/esg/insights/featured/special-editorial/how-the-world-slargest-companies-depend-on-nature-and-biodiversity.
The Earth Charter (2000). The Earth Charter. The Earth Charter. Retrieved 17.04.2024 from
https://earthcharter.org/read-the-earth-charter/download-the-charter/.

10
Mednarodno inovativno poslovanje = Journal of Innovative Business and Management 2024 / Vol. 16 / No. 2

24. The Taskforce on Climate-related Financial Disclosures (2017). The Taskforce on Climaterelated Financial Disclosures. The Taskforce on Climate-related Financial Disclosures. p. 66.
Retrieved 21.04.2024 https://www.fsb-tcfd.org/.
25. The Taskforce on Nature-related Financial Disclosures. (2023). The Taskforce on Naturerelated Financial Disclosures Recommendations. The Taskforce on Nature-related Financial
Disclosures. p. 153. Retrieved 17.04.2024 https://tnfd.global/.
26. UN Global Compact. (2000). What is the UN Global Compact. United Nations Global
Compact. Retrieved 17.04.2024 from https://unglobalcompact.org/what-is-gc.
27. UNHR. (2011). Guiding Principles on Business and Human Rights - Implementing the United
Nations ‘Protect, Respect and Remedy’ Framework. United Nations. Retrieved 16.04.2024
from https://www.ohchr.org/en/publications/reference-publications/guiding-principlesbusiness-and-human-rights.
28. United Nations Environment Programme. (1992). Convention on biological diversity. United
Nations. Retrieved 17.04.2024 from
https://wedocs.unep.org/xmlui/handle/20.500.11822/8340.
29. WEF. (2020). New Nature Economy Report II - The Future of Nature and Business.
Switzerland: World Economic Forum (WEF). Retrieved 15.04.2024 from
https://www3.weforum.org/docs/WEF_The_Future_Of_Nature_And_Business_2020.pdf.

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