«Social and labor obligations» of «good corporate governance» for big companies: Incentivize or (only) normalize transparency and diversity policies at work?

Study of Royal Decree-law 18/2017, of November 24, which modifies various corporate regards disclosure of non-financial and diversity information by certain large undertakings and groups

Abstract

The Royal Decree-law 18/2017, of November 24, aims to adapt of Directive 2014/95/EU, of The European Parliament of and the Council, 22 October 2014 amending Directive 2013/34/EU as regards disclosure of non-financial and diversity information by certain large undertakings and groups in the Spanish Business Law. The Directive 2014/95/EU identified the need to raise to a similarly high level across all Member States the transparency of the social and environmental information (corporate social and labor responsibility policies) provided by undertakings in all sectors. This is fully consistent with the possibility for Member States to require, as appropriate, further improvements to the transparency of undertakings’ non-financial information, which is by its nature a policy of continuous improvement. The Spanish State has chosen the most restrictive regulatory option. Therefore, it questions the content of the new obligations of transparency and diversity, social and labor, but also weakens the legal and practical effectiveness of the corporate obligation. This becomes pure soft law (non-binding right).