REAL DECRETO , por el que se crea y regula el Consejo Estatal de

ROYAL DECREE 221/2008, 15 of February, by which the State Council on
Corporate Social Responsibility is created and regulated.
The European Commission understands Corporate Social Responsibility to mean “a
concept whereby companies integrate social and environmental concerns in their business
operations and in their interaction with their stakeholders on a voluntary basis”. This
concept was first defined at European level in the Green Paper published in July 2001,
“Promoting a European Framework for Corporate Social Responsibility“, followed by the
Communication on “Corporate Social Responsibility: A Business Contribution to
Sustainable Development” in July 2002 and the Communication on "Implementing the
Partnership for Growth and Jobs: Making Europe a Pole of Excellence on Corporate Social
Responsibility” in March 2006.
The first references at the Lisbon Summit, in the Social Agenda at the Nice Summit
(both in the year 2000); the Green Paper of 2001; followed by the European
Commission Communication in July 2002, the conclusions of the European
Multilateral Forum and the High Level Group of Government and Parliament
Representatives and the Social Agenda of February 2005, the European
Commission Communication in March 2006 and the Decision of the European
Parliament in March 2007 all show the necessary development of a horizontal policy
materialising in the formation of a permanent multilateral sphere for the study of
policies on Corporate Social Responsibility, encounters between the Administration
and stakeholders and the analysis of the Spanish situation as regards Corporate
Social Responsibility.
In the context described above, several proceedings that have occurred in Spain
deserve to be mentioned. The Congress of Deputies created a Subcommittee that
issued a report on "strengthening and promoting Corporate Social Responsibility" on
31st July 2006.
The Committee for Follow-up and Assessment of Social Dialogue, at its meeting of
2nd March 2005, considered that within the Spanish economy’s orientation towards a
stable and sustainable growth model, Corporate Social Responsibility should be
considered in the context of the framework of the “Statement for Social Dialogue
2004”.
The Government, via the Ministry of Labour and Social Affairs, appointed the Forum
of Experts on Corporate Social Responsibility, which completed its work on 12th July
2007, passing a document on Corporate Social Responsibility incorporating 29
recommendations.
Both the Parliamentary Subcommittee and the Forum of Experts on Corporate Social
Responsibility propose the creation of a State Council on Enterprise, with the
participation of the various stakeholders in matters related to Corporate Social
Responsibility.
On 19th December 2007, the aforementioned Committee for Follow-up and
Assessment of Social Dialogue approved a document stating its conclusions and 10
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proposals for promoting and developing Corporate Social Responsibility, including
one regarding the creation of the State Council on Corporate Social Responsibility as
a collegiate, advisory and consultative body at the service of the Government, of a
quadripartite and joint nature, in charge of strengthening and promoting Corporate
Social Responsibility policies.
In furtherance, the motion by the Plenum of the Senate on 29th May 2007 calls on
the Government “to create a Council on Corporate Responsibility, as a forum for all
stakeholders in the area of Corporate Social Responsibility, which should maintain
permanent multilateral dialogue on Corporate Social Responsibility and propose to
the Government measures to promote Corporate Social Responsibility.”
This Royal Decree describes the objectives and composition of the members of the
Council mentioned in proposal 29 of the Report issued by the Forum of Experts on
Corporate Social Responsibility, as well as item number 10 in the “Corporate Social
Responsibility” document, as a consequence of Social Dialogue.
The Council is seconded to the Ministry of Labour and Social Affairs, as this
Department developed and coordinated work in the area of Corporate Social
Responsibility, both in the context of Social Dialogue and of the Forum of Experts in
Corporate Social Responsibility. It should also be taken into account that two of the
groups that make up the Council are the social partners, which constitute the most
representative Employers’ and Trade Union Organisations, as well as other social
organisations whose closest relations with the General State Administration are
mediated by the Ministry of Labour and Social Affairs.
Therefore, in the light of previous experience and the results achieved by the
aforementioned initiatives, the Government has decided to create a State Council on
Corporate Social Responsibility, the composition, objectives and running of which are
regulated in this Royal Decree.
Now, therefore, at the proposal of the Minister of Labour and Social Affairs, with the
prior approval of the Minister of Public Administrations and after deliberation by the
Spanish Cabinet of Ministers at its meeting of 15th February 2008,
I HEREBY DECREE:
Article 1. Purpose.
The purpose of this Royal Decree is to create and regulate the State Council on
Corporate Social Responsibility.
Article 2. Creation and secondment.
1. The State Council on Corporate Social Responsibility is hereby created, under the
auspices of the terms of articles 38, 39 and 40 of Act 6/1997, of 14th April, on the
Organisation and Operation of the General State Administration, as an
interministerial collegiate, advisory and consultative body at the service of the
Government, with a quadripartite joint composition, seconded to the Ministry of
Labour and Social Affairs, via the Secretariat-General of Employment. It shall be in
charge of strengthening and promoting Corporate Social Responsibility policies and
is the framework of reference for development on this matter in Spain.
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2. The Directorate-General of Social Economy, Self-Employment and the European
Social Fund shall be in charge of the tasks of preparation, technical support and
management of the Council.
Article 3. Objectives.
The objectives of the Council shall be as follows:
a) To constitute a forum for debate on Corporate Social Responsibility between the
most representative Employers’ and Trade Union Organisations, Public
Administrations and other organisations and institutions with an acknowledged
representative role in the field of Corporate Social Responsibility, in order that it may
serve as a framework of reference for the development of Corporate Social
Responsibility in Spain.
b) To promote initiatives regarding Corporate Social Responsibility and in the context
of its advisory and consultative functions, to propose measures in this regard to the
Government, paying special attention to the unique characteristics of SMEs.
c) To inform, where applicable, on the public initiatives and regulations that affect the
proceedings of companies, organisations and public and private institutions, which
constitute an added value in compliance with their legal obligations, while also
contributing to social and economic progress in the context of sustainable
development.
d) To promote standards and/or characteristics for memoranda and/or reports on
Corporate Social Responsibility and sustainability, as well as more suitable tools for
drawing up and following up on such documents.
e) To analyse the development of Corporate Social Responsibility in Spain, the
European Union and third-party countries and to inform on initiatives in the area of
Corporate Social Responsibility.
Article 4. Functions and scope
1. In compliance with the established objectives, the State Council on Corporate
Social Responsibility shall have the following functions:
a) To issue reports and carry out studies at the request of the Government or on its
own initiative.
b) To draw up and submit an annual report to the Government.
c) To constitute an Observatory on Corporate Social Responsibility in Spain.
d) To promote and reinforce Corporate Social Responsibility initiatives.
e) To collaborate and cooperate with other similar Councils, including those that
operate at international level.
f) To participate, to the extent that is decided, in national and international forums
organised to discuss issues of Corporate Social Responsibility.
2. The State Council on Corporate Social Responsibility operates at state level.
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Article 5. Composition and appointment.
1. The Council shall be composed of the following members:
a) The Chairperson, who shall be the Minister of Labour and Social Affairs.
b) Twelve members representing the most representative employers’ organisations.
c) Twelve members representing the most representative trade union organisations.
d) Twelve members representing other organisations and institutions with an
acknowledged representative role and interest in the area of Corporate Social
Responsibility. In this regard, representatives of non-governmental organisations that
meet, among others, the following criteria, shall be taken into account: experience
and activity in various aspects of social responsibility, the geographical dimension of
their activities and the volume of resources assigned to the latter. The
representatives of associations, Councils or organisations operating in the areas of
consumer affairs, the environment, disability and the social economy, among other
areas, shall also be eligible as members. Others that may qualify as members are
the representatives of academic institutions that are recognised for their activity in
teaching, researching and providing advisory services in this area and foundations or
associations that are specifically dedicated to Corporate Social Responsibility issues.
e) Twelve members representing the Public Administrations, of which eight shall be
from the General State Administration, one for each of the following Ministries:
Foreign Affairs and Cooperation, Finance and Revenue, Labour and Social Affairs,
the Environment, Industry, Tourism and Trade, Health and Consumer Affairs, Public
Administrations, and the Economic Bureau of the Prime Minister; all with the rank of
Director-General except for the Ministry of Labour and Social Affairs, in which case
the representative shall be the Secretary-General of Employment. Three members
appointed by the Sectoral Conference on Labour Affairs shall represent the
Autonomous Communities and there shall be one member from the most
representative local bodies association at state level.
2. Each member of the Council shall have a deputy to stand in for them in their
absence. In the case of the representatives of ministerial Departments, the rank of
the deputies must be at least Vice Director-General, except in the case of the
Ministry of Labour, where the required rank is Director-General.
3. The Secretary of the Council shall be the Director-General of Social Economy,
Self-Employment and the European Social Fund, who may organise the attendance
of supporting civil servants in order to comply with the tasks of the Secretariat as
listed in article 14.
4. The members and deputy-members of the Council shall be appointed and
removed from office by the Minister of Labour and Social Affairs at the proposal of
the respective ministerial Departments, organisations or bodies, from the
Autonomous Communities and the most representative local bodies association at
state level.
The maximum duration of the mandate of the representing members in letters b) c) d)
and e) in section 1 shall be four years, except in the case of the representatives from
the Autonomous Communities, where the maximum duration of the mandate shall be
annual.
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Article 6. Constitution and Operation.
The State Council on Corporate Social Responsibility shall be understood to have
been validly constituted for the purposes of holding sessions, deliberations and
adopting agreements, when at least two-thirds of its components are present at the
first summons and half at the second summons. The presence of all of the groups
referred to in article 5 is necessary. The Chairperson and the Secretary of the
Council or their deputies must always be in attendance.
The State Council on Corporate Social Responsibility shall act in Plenum, as a
Standing Committee or through Working Groups.
Article 7. Plenum
1. The Plenum of the Council shall meet in ordinary session at least once a quarter
and on an extraordinary basis, when thus agreed by the Chairperson, on the latter’s
own initiative or at the motion of the Standing Committee. The Plenum of the Council
shall draw up the operating rules and decisions shall be adopted according to the
principle of consensus.
2. The Council’s reports, studies, consultations and proposals shall be issued by the
Plenum or where applicable, by the Standing Committee, when the former has
delegated this role to the latter and they shall not be binding. Approval of the annual
report referred to in article 4.1 shall always be the responsibility of the Plenum.
Article 8. Chairperson
1. The Chairperson of the Council has the following duties:
a) To represent the Council.
b) To agree on the announcement of ordinary and extraordinary sessions and
decide, as applicable, on the urgency of meetings and the items that comprise the
agenda, taking into consideration requests from other members when formulated
sufficiently in advance and after the Standing Committee has been heard.
c) To chair the sessions, moderate debates and suspend them for justified reasons.
d) To ensure compliance with the laws and the regularity of deliberations.
e) To approve the minutes and certifications on agreements adopted by the Council.
f) To perform all of the other duties that are inherent to his/her capacity as
Chairperson of the Council.
2. In the event of vacancy, absence or illness, the Chairperson of the Council may
delegate these duties to the Secretary-General of Employment in the Ministry of
Labour and Social Affairs
Article 9. Members
The members of the Council have the following duties:
a) To be notified and informed of the agenda of the meetings and to be provided with
precise information on the issued included in same, in accordance with the terms of
article 13.
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b) To attend sessions and take part in debates.
c) To exercise their right to vote and formulate, where applicable, their own vote, as
well as express the meaning of same and the reasons behind it.
d) To formulate and propose the inclusion of matters to be dealt with on the agenda,
both at ordinary and extraordinary sessions.
e) To formulate requests and questions, when necessary.
f) The right to the necessary information in order to comply with the allocated duties.
g) All other duties that are inherent to their capacity as members.
Article 10. Secretary
1. The Secretary of the Council has the following duties:
a) To attend the meetings of the Council with voice but with no vote.
b) To announce the sessions of the Council at the order of the Chairperson and
summon the members of the council.
c) To receive the minutes of communication between the members and the Council
and therefore, the notifications, requests for data, corrections or any kind of
documents of which the Council should be informed.
d) To prepare the documentation on the issues on which the Council must be
informed, writing and approving the minutes on the sessions.
e) To issue certificates on the decisions, reports, studies, consultations and
agreements approved by the Council.
f) To safeguard the Council’s documentation.
g) All other duties that are inherent to his/her capacity as Secretary.
2. In cases of absence, vacancy, illness or other circumstances in which it is
impossible for the Secretary to attend, he/she shall be replaced by the civil servant
appointed to do so in the regulations on the operating regime.
3. The Secretariat shall provide information and technical assistance to the members
of the Council, in order that they may perform their duties more effectively.
Article 11. Standing Committee
1. At the heart of the Council, as a permanent body that exercises its duties and
tasks regarding the processing, preparation or study of matters that are expressly
assigned to it by the Plenum of the Council, is the Standing Committee of the
Council, which shall have the following composition:
a) Chairperson: The same as that of the Council, without detriment to the delegation
described in article 8.2 of this Royal Decree.
b) Four members representing each one of the groups listed in letters b), c) and d) of
section 1 in article 5 and four members representing the Public Administrations
contemplated in letter e) of section 1 in article 5, two of whom shall be from the
General State Administration, one from the Autonomous Administration and another
from the most representative local bodies association at state level.
c) Secretary: The same as that of the Council.
2. The members of the Standing Committee shall be appointed from among the
members of the Council at the proposal of each one of the representation groups
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referred to in article 5. The Standing Committee shall operate according to the same
rules as the Plenum of the Council.
3. The Plenum of the Council may delegate the task of drawing up reports,
proposals, consultations and studies to the Standing Committee. The Standing
Committee shall report to the Plenum of the Council on a regular basis on the
progress of the commended initiatives.
Article 12. Working groups
The Council may form the joint working groups that are agreed upon by the Plenum
to complete studies or reports on issues that affect the Council’s tasks. The working
groups may gather from the Secretariat the information and support that they need to
carry out their duties.
At the proposal of each represented group, experts of acknowledged prestige in the
area of Corporate Social Responsibility may take part in the working groups in order
to advise on the Council's assignments.
Article 13. Notifications and agenda of meetings
1. Notifications shall be made in writing, using adequate means to guarantee receipt.
Each meeting should be notified at least seven days in advance of the date on which
the session is scheduled to take place, except in cases of urgency, when the
minimum notice shall be two days.
2. The notification shall state the day, time and place of the meeting to be held, as
well as the items on the agenda. It shall be accompanied by any documentation that
is necessary for prior consultation or inform the recipient of the availability of such
documentation to the members of the body at the Secretariat. The notification for the
first summons of the meeting shall include that of the second, which is half an hour
after the time scheduled for the first summons.
3. The agenda of the ordinary sessions shall include the reading and where
applicable, the approval of the minutes from the previous session, as well as any
issues raised by the Chair, following consultation with the Standing Committee.
4. No issue that has not been included on the agenda may be the object of
deliberation or agreement, unless all of the members of the Council are present and
the issue has been declared to be urgent.
5. The agenda for extraordinary sessions shall contain exclusively the items for which
the meeting has been summoned.
Article 14. Minutes of the Council and the Standing Committee
1. The Secretary shall draw up minutes on each session that is held by the Council
and the Standing Committee. The minutes must necessarily specify the attendants,
the agenda for the meeting, the circumstances of the place and time of the meeting,
the main points in the deliberations, the content of the agreements adopted and
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where applicable, the result of the voting procedures and any individual votes in
writing if this was the case.
2. The minutes shall be drawn up and signed by the Secretary, with the
Chairperson’s approval. The text of the minutes shall accompany the summons for
the next meeting, at which it shall be approved.
3. The Secretary may issue certification on the specific agreements that are adopted,
without detriment to the subsequent approval of the minutes. Those that can provide
proof of legitimate interest may address the Secretary of the Council requesting
certification of their agreements.
4. Any member of the Council and of the Standing Committee is entitled to request a
full transcription of their intervention or proposal, as long as they provide the text
containing the exact content of their speech on an immediate basis or within the
timeframe specified by the Chairperson. Such text shall be included in the minutes or
a copy of same shall be attached to the latter.
First additional provision. Applicable regulations.
In all aspects not addressed in this Royal Decree, the Council shall be governed by
the provisions for collegiate bodies laid down in chapter II, title II of Act 30/1992, of
26th November, on the Law and Jurisdiction of the Public Administrations and the
Common Administrative Procedure.
First final provision. Powers of implementation.
The Minister of Labour and Social Affairs is hereby authorised to dictate any
regulations that may be necessary in order to implement the provisions of this Royal
Decree.
Second final provision. Entry into force.
This Royal Decree shall enter into force on the day after it is published in the “Official
State Gazette”.
Madrid, 15th February 2008
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