how do I describe the composition of our board

Board composition: number of members, roles and independence

In this question, the customer usually wants to know three things: how many board members there are, what role each board member has (executive or non-executive, chairperson, treasurer) and whether there is a form of independent oversight. For a sole proprietorship or a private company with one director, the answer is brief: one director, no supervisory board. For a private company or cooperative with multiple directors and possibly a supervisory board, you provide the numbers and distribution. Some lists also ask about diversity in the board, for example the male-female distribution; only fill this in if you have actually documented that distribution, otherwise "not known" is the honest answer.

A supporting document is usually not necessary — most customers accept this statement on their own authority. Those who do want substantiation can use the extract from the Commercial Register of the Chamber of Commerce, which lists the directors and their function. This question is often asked in the same breath as questions about the policy against bribery and corruptionbecause board structure and integrity policy fall within the same questionnaire category "governance". A question about an internal reporting channel also often fits in that section, see the explanation about a whistleblower channel.

Where this section comes from: VSME basic module

This question stems from the basic module of the EFRAG VSME standard, the voluntary reporting standard for non-listed SME companies. That standard was established following Directive (EU) 2022/2464 (CSRD), the European directive on sustainability reporting, which requires larger companies to also survey their suppliers on matters including governance and board structure. For most SME companies, completion based on the VSME basic module is voluntary, but the customer sending out the list often uses this format because they themselves are subject to the CSRD reporting obligation.

Sources: EFRAG VSME, basic module — board composition; Directive (EU) 2022/2464 (CSRD)