16.1 The Company or an independent expert recognized as having expertise in agriculture engaged by the Company at its own expense shall prepare an Environmental and Social Management Plan (the ESMP) designed to mitigate negative impacts and achieve or enhance positive impacts identified by the ESIA, Human Rights Due Diligence Report, and the Climate Change Assessment, and which shall:

(a) comply with the requirements of the [Applicable Law]/[International Financial Corporation’s (IFC’s) Performance Standard 1 and the International Organization on Standardization’s ISO 1400 standard for environmental management and the Social Impact Assessment Principles of the International Association for Impact Assessment];

(b) include all elements provided for in Annex B and any additional elements as the Parties may agree; and

(c) be reviewed annually in consultation with all Legitimate Tenure Rights Holders, Indigenous Peoples and members of the Local Community and revised as necessary in light of:

(i) any material alteration to the Approved Business Plan or Annual Business Plan that may introduce new or heightened environmental, social or human rights risks;

(ii) any new reports, predictions, or recommendations made by the Intergovernmental Panel on Climate Change; or

(iii) [insert other trigger events for revising the ESMP, as relevant to the project context].

16.2 Transparency, independence, inclusiveness, and verification: Each of the ESIA, Human Rights Due Diligence Report and Climate Change Assessment shall:

(a) be based on independently verifiable data;

(b) include a mechanism for the appeal and review of its findings;

(c) provide for the active, free, effective, and meaningful participation of Legitimate Tenure Rights Holders, Indigenous Peoples, the Local Community, Workers, [Contract Farmers] and any other person likely to be impacted by the Project;

(d) be made publicly available in a language and format that is accessible to Legitimate Tenure Rights Holders, Indigenous Peoples, the Local Community, Workers, [Contract Farmers], and any other person likely to be impacted by the Project and accompanied by a plain language summary of no more than [insert number] pages in length; and,

(e) [insert any special measures necessary to ensure accessibility to people of all genders and social groups.]

16.3 The Authority reserves the right to submit the ESIA, Human Rights Due Diligence Report and Climate Change Assessment to an appropriately qualified independent expert or panel of experts for verification and review prior to approval by the Authority in accordance with Section 5.2. Such expert review shall be conducted at the expense of [the Company]/[the Authority]/[each Party whereby the Authority contributes [insert amount]%] and the Company contributes [insert amount]%].

16.4 The Company shall report annually on the implementation of the ESMP and Human Rights Due Diligence Report in accordance with Section 55, including a description as to how each has been implemented so as to equitably benefit persons from all genders and social groups, including Indigenous Peoples.

16.5 Supplemental impact assessments: The Authority reserves the right to require the Company to carry out and submit for approval one or more additional human rights impact assessments, environmental and social impact assessments and/or climate change risk and vulnerability assessments (a Supplemental Assessment) in the event of a material and unforeseen change to the human rights risks, environmental and social impacts of the Project or the overall operating environment of the Project during the term of this Agreement.

16.6 The cost of any Supplemental Assessment shall be borne equally between the Parties.

16.7 In light of any Supplemental Assessment, the Company shall review and, if necessary, revise:

(a) the ESMP;

(b) the Approved Business Plan;

(c) the Annual Business Plan; and

(d) the Company’s internal functions, processes, and policies for the prevention, mitigation, and remediation of human rights impacts.

16.8 Any revisions to the documents referred to in paragraphs (a) to (c) above shall be submitted to the Authority for review and comment, but not approval or modification, by the Authority, except in the case of material alterations where the Authority has valid grounds for objecting to the alteration.