Decision

Initial assessment: international trade union complaint to UK NCP about a UK bank

Published 8 August 2025

This statement was published on 8 August 2025 by UK National Contact Point (UK NCP) for the Organisation for Economic Co-operation and Development (OECD) guidelines for multinational enterprises (MNEs).

The UK National Contact Point’s (NCP) initial assessment process is a decision on whether the issues raised in the complaint merit further examination. It does not determine whether the respondent has acted consistently with the OECD guidelines for multinational enterprises on responsible business conduct (the ‘OECD guidelines’).

The OECD guidelines state that issues are dealt with by the NCP of the country in which the issues have arisen. When an issue arises in a non-adhering country, the NCP of the country where the multinational enterprise is based can deal with the complaint.

The UK NCP does not name the parties to this complaint as the UK NCP procedures for dealing with complaints brought under the OECD guidelines (the ‘UK NCP procedures’) states that “[t]he NCP does not name parties in a complaint unless and until it has accepted issues at initial assessment, or unless parties agree to be named”^{[footnote 1]}.

Summary of the UK NCP decision

The complaint has been brought to the UK NCP against a UK bank (‘the bank’ or ‘the respondent’), by an international trade union (‘the trade union’ or ‘the complainant’). Headquartered in Switzerland, the trade union is a global union federation, whose member organisations collectively represent more than 10 million workers in food, farm, and hotel sectors.

The complaint alleges that the bank breached Chapter II, paragraphs A(2) and A(10), Chapter IV paragraphs 1 and 5 and Chapter V, paragraphs 1(a), (b) and (c) of the OECD guidelines. The trade union claims that the bank, as an institutional investor, has failed to carry out risk based due diligence and use its leverage on investee companies to encourage compliance with the OECD guidelines to mitigate existing adverse impacts.

The UK NCP rejects the complaint on the basis that the trade union does not provide enough substantiation relating to its allegations that the bank has failed to carry out proper due diligence and failed to sufficiently utilise its leverage as an investor, to the extent required by the guidelines, to compel compliance by its investee.

The bank provided a convincing breakdown of steps taken both when conducting due diligence at initial investment level and when the issues described by the complaint arose in 2023. As a minority lender with no voting powers, the bank seems to have conducted necessary steps to comply with the guidelines.

Substance of the complaint

The complaint was raised on 6 August 2024. The complainants alleged that the respondent has failed to comply with the following provisions of the guidelines (see Annex 2):

• Chapter II, paragraphs A(2) and A(10)
• Chapter IV, paragraphs 1 and 5
• Chapter V, paragraphs 1(a), 1(b) and 1(c)

The complaint is being brought against the bank on the basis of its investment (initially 46 million euros) and minority, non-controlling equity interest in a company in Luxembourg (thereafter referred to as ‘the company’), which operates a hotel chain (thereafter referred to as ‘the hotel’), including a hotel in Conakry thereafter referred to as ‘Hotel C’) against which a number of workers’ rights violations are alleged. Since December 2021, the bank no longer holds an equity interest in the company, but it remains a lender under an outstanding loan agreement.

The trade union alleges that Hotel C has violated its employees’ rights guaranteed by international and Guinean law in relation to freedom of association, the right to collective bargaining, and the right to protection from anti-union discrimination and retaliation. The complaint focuses on the bank’s failure to conduct due diligence and utilise its leverage to prevent and remediate several violations of workers’ rights at Hotel C.

The trade union states that Chapter II of the guidelines requires multinational enterprises to (i) carry out risk based due diligence; and (ii) use leverage of investee companies to encourage compliance with the Guidelines to mitigate existing adverse impacts, both of which, it is alleged the bank has failed to do. The complaint therefore concerns the bank’s alleged failure to comply with Chapter II (general policies), Chapter IV (human rights) and Chapter V (employment and industrial relations) of the guidelines.

A timeline and details of the UK NCP handling process can be found in Annex 1.

UK NCP decision

The UK NCP rejects the complaint on the basis that the trade union does not provide enough substantiation relating to its allegations that the bank has failed to carry out proper due diligence and failed to sufficiently utilise its leverage as an investor, to the extent required by the guidelines, to compel compliance by its investee.

The respondent provided a convincing breakdown of steps taken both when conducting due diligence at initial investment level and when the issues described by the complaint arose in June 2023. As a minority lender with no voting powers, the bank seems to have conducted necessary steps to comply with the guidelines.

The guidelines set out the following criteria when considering whether the complaint merits further examination:

• identity of the party concerned and its interest in the matter
• whether the issue is material and substantiated
• whether the enterprise is covered by the guidelines
• whether there seems to be a link between the enterprise’s activities and the issue raised in the specific instance
• the extent to which applicable law and/or parallel proceedings limit the NCP’s ability to contribute to the resolution of the issue and/or the implementation of the guidelines
• whether the examination of the issue would contribute to the purpose and effectiveness of the guidelines

On the basis that the complaint was raised in 2024, and the issue occurred in 2023, the UK NCP is using the updated 2023 OECD guidelines to conduct the initial assessment.

Identity of the party concerned and their interest in the matter

The OECD guidelines for NCPs on the initial assessment of specific instances states that the complainant(s) should have some interest in the matters they raise in their submissions: “Organisations with mandates or objectives related to certain responsible business conduct-related themes may also have an interest in issues touching on those themes (for example, instances of environmental harm, forced labour etc.). An NCP may consider the mandate of an organisation as well as its stated objectives, while considering the legitimacy of its interests in the matter”^{[footnote 2]}.

The trade union is a global union federation, whose member organisations collectively represent more than 10 million workers in food, farm, and hotel sectors. The complaint’s stated purpose is to organise and campaign to defend and promote the rights and interests of workers around the world and operates on behalf of 407 affiliates in 126 countries.

An affiliate of the trade union renamed here ‘Affiliate 1’, is the elected and legal union representative of workers at Hotel C as of 4 January 2024. Fundamentally, the complaint concerns alleged violations of labour rights by a hotel chain, where 2 unions, Affiliate 1 and another national trade union, are competing for representation.

Although the trade union is a third party, through its support of its affiliate organisation, it is not a neutral party in this case. The UK NCP is satisfied that the complainants have a legitimate interest in the issues raised as the trade union has mandates and objectives relevant to the issues raised in the complaint, and their affiliates have been allegedly impacted by the activities of the respondent.

Whether the enterprise is covered by the guidelines

The bank was originally established by statute, now a public company. Its stated purpose is to help developing and emerging countries grow through investment in their companies.

The bank argues that it is not a multinational enterprise because it does not have a commercial form, purpose, or engage in activities for commercial gain. It states that its unique non-commercial character is reflected in its ownership and governance arrangements, public scrutiny, and its mission to support private sector growth and innovation. As such, it contends that it is not covered by the guidelines.

The bank also states: “[t]he UK government’s own position, as reflected in the approved policy on [redacted] – is that the bank [name redacted] and its investees are not obliged to follow the guidelines. In that regard, the policy on [redacted] – approved by [redacted] – establishes various prescriptive standards regarding environmental and social issues in Annex A.”

It is the trade union’s position that the bank is a state-owned enterprise and still qualifies as a multinational enterprise under the OECD guidelines. In its complaint, the trade union explains why it considers that this case should be distinguished from a previous similar specific instance against the UK’s Export Finance, which the NCP rejected at the initial assessment. Namely: “Unlike the UK export credit agency, the bank [name redacted] does have a distinct legal personality (as a public limited company), does not sit within a government department (but rather, is owned by one), and can reasonably be said to provide financial products that are otherwise available on the private market.”

Although the OECD guidelines do not include a single definition of the term ‘multinational enterprise,’ it reads: “[t]he international nature of an enterprise’s structure and its commercial form, purpose, or activities are main factors to consider in this regard”^{[footnote 3]}.

The UK NCP notes that the other specific instance raised against UK Export Finance (UKEF) referenced by the complainant states that UKEF “[d]id not strictly engage in commercial activity and its primary purpose is to provide financial products that are not otherwise available on the private market. Consistent with this purpose, UKEF does not have a separate corporate legal personality, but rather exists as a government department having its legal personality as the Secretary of State for International Trade. In such circumstances, UKEF cannot be considered as a multinational enterprise to which the OECD guidelines should apply.” The UK NCP also notes from its previous statement that “[w]hat constitutes a multinational enterprise must be considered on a case-by-case basis.”

The UK NCP accepts that state-owned enterprises can still qualify as a multinational enterprise under the guidelines, as evidenced by the OECD’s guidance on corporate governance of state-owned enterprises.

It is the UK NCP’s position that the bank does qualify as a multinational enterprise under the OECD guidelines. It has an international form as a development bank, as it invests in mainly African and Southeast Asian markets. It does have a separate legal personality, and although it is wholly owned by [redacted], it is not operated from within the government department. The bank’s purpose is developmental, but by investing in private sector actors, it can be said to have a commercial form.

The UK NCP wishes to reiterate that what constitutes a multinational enterprise must be considered on a case-by-case basis.

The UK NCP also rejects the idea that a policy on [redacted] can limit whether the bank and its investees are obliged or not to follow the OECD guidelines. As a signatory to the OECD, the UK government is required to ensure the guidelines are implemented and observed, this extends to the respondent.

Whether the issue is material and substantiated

The trade union alleges that Hotel C has violated its employees’ rights guaranteed by international and Guinean law in relation to freedom of association, the right to collective bargaining, and the right to protection from anti-union discrimination and retaliation. It is the complainant’s position that the OECD guidelines are engaged in these circumstances due to the bank’s responsibilities in respect of the company, the hotel and Hotel C which arise due to its status as an institutional investor in those organisations.

The trade union claims that the respondent has not complied with the due diligence requirements of Chapters II, IV, and V of the OECD guidelines. Centrally, it argues that the bank is obligated to conduct due diligence on all matters covered by the OECD guidelines, and that a failure to do so has resulted in various harms to the hotel staff at Hotel C.

Despite being aware of the violations at Hotel C, the trade union posits that the respondent failed to conduct proper due diligence and use its leverage to prevent and mitigate these adverse impacts. This included a summary of failed attempts to stop the harm from occurring, while acknowledging the bank’s involvement in attempting to address the issue.

The trade union is requesting that the respondent participate in remediating existing harm and preventing future violations by the hotel and Hotel C. In doing so, it would fulfil the requirement under the guidelines to engage meaningfully with relevant stakeholders or their legitimate representatives as part of carrying out due diligence, which explicitly includes exerting leverage to influence investee behaviour.

Although the trade union provides extensive details of the workers’ rights and employment rights violations of Hotel C, the complaint against the bank relates to its conduct only insofar as it has failed to carry out risk based-due diligence and utilise its leverage. The UK NCP therefore considers paragraph A10 of Chapter (II) of the OECD guidelines to be central to this matter: “Enterprises should carry out risk-based due diligence to identify, prevent, and mitigate actual and potential adverse impacts.”

The respondent states that it carried out environmental and social due diligence in August 2017 through the commissioning of 2 consultancies. An environmental and social action plan (ESAP) was developed and required “The company [name redacted] inter alia to develop and implement and environmental and social management system (ESMS) including labour management across its operations.”

This indicates that there was ongoing monitoring in accordance with the ESAP and ESMS. The bank provides details in its response as to the steps taken to continue monitoring environmental and social related aspects including around sub-contracting and unionisation.

The respondent provides some additional context to the complaint by outlining 2 of the trade union’s complaints that the bank received in July 2023 and October 2023 and its investigation and responses into the allegations, which included engagement with the trade union, the company and Hotel C management, and carrying out a consultation with a third-party labour expert.

The respondent’s position is that it has acted in a manner consistent with the general policies of the OECD guidelines, ensuring that its investees refrain from discriminatory or disciplinary actions against workers, trade union representatives, or other worker representatives who make bona fide reports to management or public authorities. The bank’s actions align with its own policy of responsible investing, which requires investees to adopt an open attitude towards workers’ organisations, respect the right of workers to join or form organisations of their choosing, bargain collectively, and carry out their representative functions in the workplace.

The bank maintains that it is engaged in remedial actions to support the company and minimise the impacts on employment and industrial relations at Hotel C. They also hold that this is consistent with the general policies of the OECD guidelines on adverse impacts if and when they occur.

Since July 2023, the respondent has been using its informal influence to resolve the Hotel C dispute by engaging with all parties, investigating allegations, and improving industrial relations. A detailed breakdown of the dates and interactions has been provided to the NCP.

The trade union’s complaint includes several sources which substantiate its claims that labour rights are being violated by Hotel C. However, there is little evidence provided in respect of the alleged failures of the bank which is central to this complaint. The trade union acknowledges that the respondent did engage with the issue, however they posit these efforts fell short of achieving “[a]ppropriate remedial measures.”

Paragraph 23 of Chapter II (general policies) reads: “The guidelines recognise that responsibility should not be shifted from an entity causing an adverse impact to the enterprise with which it has a business relationship. In this respect where an enterprise is directly linked to an adverse impact through a business relationship, but does not cause or contribute to it, it is not responsible for providing remediation, though it may take a role in doing so, but rather for using leverage alone or in co-operation with other entities, to influence the entity causing the adverse impact to prevent, mitigate or remediate that impact.”^{[footnote 4]}

It is the UK NCP’s position that although the issues of harm occurring at local level in Guinea are material, the substantiation of how the bank has failed to conduct due diligence is lacking. Indeed, the respondent advances convincing supporting information on its initial due diligence efforts and continued engagement on the issue in the following periods of the relationship.

Whether there seems to be a link between the enterprise’s activities and the issue raised in the specific instance

Due to its status as an institutional investor, the trade union alleges that the bank has responsibilities under the OECD guidelines to encourage the hotel to comply with the OECD guidelines; prevent and mitigate adverse impacts by utilising its leverage as a lender.

The respondent submits that it once owned a minority share (14.36%) of the company, as well as a board voting seat, an environmental, social and governance (ESG) committee voting seat and other minority protections, including veto rights on material items such as large investments.

The bank sold this equity position on 14 December 2021, providing instead a 24.6 million euros debt to the company. This changed the nature of the relationship with the company, and the hotel. Since the respondent divested their interest prior to the alleged violations, it no longer has any formal governance tools to influence the decisions, it has given up its board seat and voting rights. However, it does attend the hotel ESG committee meetings as an observer.

Paragraph 47 of Chapter IV (human rights) of the OECD guidelines states as follows: “Leverage is considered to exist where the enterprise has the ability to effect change in the practices of an entity that causes adverse human rights impacts.”

The UK NCP notes that during the 2023 to 2024 period relevant to the complaint, the bank’s influence over the company and the hotel appears limited. There seems to be practical limitations on the degree of leverage the bank could use to exercise change of behaviours of the management team at Hotel C.

To reiterate, the bank also details how it continues using its informal influence to resolve the Hotel C disputes by engaging with all parties, investigating allegations, and improving industrial relations (see details on due diligence efforts and influence).

The UK NCP considers that due to the limited influence the bank currently possesses over the company and its related business relationships, the level of engagement meets the threshold of expected influence, in line with the OECD guidelines.

The extent to which applicable law and/or parallel proceedings limit the NCP’s ability to contribute to the resolution of the issue and/or the implementation of the guidelines

The complaint includes numerous allegations that Hotel C is in violation of Guinean labour law. The trade union also cited several International Labour Organisation (ILO) conventions relevant to its allegations against Hotel C, including:

• The Freedom of Association and Protection of the Right to Organise Convention, 1948 (No. 87)
• The Right to Organise and Collective Bargaining Convention, 1949 (No. 98)
• The Workers’ Representatives Convention, 1971 (No. 135)

The respondent references UK legislation to underpin its claim that it should not be considered a multinational enterprise for the purpose of the guidelines including for instance, the Freedom of Information Act 2000, specifically sections 3(1)(b) and 6(1), to highlight its status as a publicly owned company subject to public scrutiny.

The bank does not take an explicit position as to whether there have been violations by Hotel C of international or Guinean labour law but rather focuses on the core elements of the complaint against it in relation to its own compliance with the guidelines (notwithstanding its challenge to their applicability).

The trade union is also requesting support for specific instances submitted to the National Contact Points of Luxembourg and France. These instances are stated to be based on similar facts and highlight the failure of various institutional investors in the hotel to adequately perform due diligence. The UK NCP has informed both parties that it is communicating with Luxembourg and France about their respective cases.

The respondent notes that its activities and investments are scrutinised by relevant UK governmental bodies. For example, it refers to the House of Commons International Development Committee report and the National Audit Office audit on its activities.

There are neither assertions nor evidence of any parallel proceedings involving this specific instance.

Whether the examination of the issue would contribute to the purpose and effectiveness of the guidelines

The UK NCP does not consider that further examination of the issues raised in the complaint would contribute to the purposes and effectiveness of the guidelines as the UK NCP does not accept that the issues raised against the bank are sufficiently material and substantiated.

As stated, while the trade union describes the harm at Hotel C level, it falls short of presenting in which ways the respondent failed to conduct due diligence from the outset or address issues when they arose in a way proportionate with their limited influence. The UK NCP considers that the respondent has conducted due diligence and has and continues to act to address the issues outlined in the trade union complaint.

Next steps

As the complaint has not been accepted, this initial assessment concludes the process under the guidelines.

Annex 1

Date	Action
6 August 2024	The UK NCP receives the complaint.
21 August 2024	The UK NCP confirms receipt of the complaint.
9 October 2024	The UK NCP receives the respondent’s response to the complaint.
20 January 2025	The UK NCP drafts the initial assessment and shares both the initial assessment draft and the factual commentary grid with parties for comment.
No return	Both parties submit factual commentary to the UK NCP with their response.
Not applicable	The UK NCP incorporates factual comments in the initial assessment.
8 August 2025	The UK NCP publishes the initial assessment on the GOV.UK website.

Annex 2

The complainants refer to the following provisions of the guidelines:

Chapter II: general policies

Paragraph A.2: Enterprises should respect the internationally recognised human rights of those affected by their activities.

Paragraph A.10: Enterprises should carry out risk-based due diligence to identify, prevent, and mitigate actual and potential adverse impacts.

Chapter IV: human rights

Paragraph 1: Enterprises should respect human rights, which means they should avoid infringing on the human rights of others and should address adverse human rights impacts with which they are involved.

Paragraph 5: Enterprises should carry out human right’s due diligence as appropriate to their size, the nature and context of operations, and the severity of the risks of adverse human rights impacts.

Chapter V: employment and industrial relations

Paragraph 1.a: Enterprises should respect the right of workers to establish or join trade unions and representative organisations of their own choosing.

Paragraph 1.b: Enterprises should respect the right of workers to have trade unions and representative organisations of their own choosing recognised for the purpose of collective bargaining.

Paragraph 1.c: Enterprises should engage in constructive negotiations, either individually or through employers’ associations, with such representatives with a view to reaching agreements on employment conditions.

1. The UK NCP (2019) UK National Contact Point Procedures for Dealing with Complaints Brought Under the OECD Guidelines for Multinational Enterprises, Available at: UK National Contact Point Procedures for Dealing with Complaints Brought Under the OECD Guidelines for Multinational Enterprises ↩

2. OECD (2019) Guide for National Contact Points on Coordination when handling Specific Instances ↩

3. OECD (2023) OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, OECD Publishing, Paris, Available at: OECD Guidelines for Multinational Enterprises on Responsible Business Conduct. Page 4 ↩

4. OECD Guidelines (2023), p.19, Chapter II, Paragraph 23 – OECD Guidelines for Multinational Enterprises on Responsible Business Conduct OECD iLibrary ↩