NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten and Frédérique van der Wegen, Stibbe
1.3 Companies With Publicly Traded Shares General In addition to the applicable provisions of Book 2 of the DCC, which also contain various specific rules for Dutch listed companies, Dutch listed companies are subject to the Financial Supervision Act and applica - ble EU regulations. The requirements of these Acts are mandatory; the requirements of the CG Code are based on the comply-or-explain principle. Sector-Specific Legislation Sector-specific legislation is in place for certain enti - ties, such as financial institutions. The healthcare sec - tor, for example, has a Healthcare Governance Code. 1.4 Stock Exchange Requirements Developments There have not been any material Netherlands-spe - cific stock exchange reforms in 2025 or 2026 that changed the mandatory board model of Dutch listed companies. The governance of Dutch listed compa - nies continues to be determined primarily by Dutch company law, the Dutch Financial Supervision Act and the CG Code, the latter operating on a comply-or- explain basis. Euronext’s rule books remain relevant for listing mechanics, admission to trading and certain exchange-facing obligations. Two recent developments are worth highlighting. First, the EU Listing Act package, published in November 2024 and taking effect in stages, is being implemented through 2025 and 2026. For Dutch issuers, its main practical effects lie in prospectus, market abuse and capital markets disclosure rules rather than in rela - tion to board structure or the internal allocation of powers between corporate bodies. Secondly, the CG Code was updated on 20 March 2025. The revised CG Code applies to financial years starting on or after 1 January 2025 and introduces a more elaborate risk management statement and related reporting obliga - tions. In practice, this increases the expected level of management board, audit committee and supervisory board accountability for internal risk management and control systems, including in relation to financial and sustainability reporting.
Financial Supervision Act (Wet op het financieel toezicht) Chapter 5 of the Financial Supervision Act provides rules on the supervision of the business conduct of a legal entity whose securities are admitted to trading on a regulated market (hereafter: the “issuing insti - tution”). It contains rules on the disclosure of major holdings, financial reporting, prevention of market abuse and obligations of institutional investors. The Dutch Authority for the Financial Markets ( Autoriteit Financiële Markten or AFM) supervises compliance. Dutch Corporate Governance Code The Dutch Corporate Governance Code (the “CG Code”) is a principle-based instrument that applies to Dutch listed companies on a comply-or-explain basis. It regulates the relationships between the manage - ment board, supervisory board (or one-tier board), the general meeting and shareholders, and includes principles and best practice provisions on sustainable long-term value creation, risk control, effective man - agement and supervision, remuneration and stake - holder relationships. The CG Code 2022 came into force on 1 January 2023. The Monitoring Committee for the CG Code issued an update on 20 March 2025, whose main change was the introduction of a more elaborate risk management statement for financial years starting on or after 1 January 2025. The broad outline of the company’s corporate gov - ernance is set out each year in a separate chapter of the management report or on the corporate web - site. Here, the company explicitly states the extent to which it complies with the principles and best practice provisions stipulated in the CG Code and, where it does not comply, why and to what extent it departs from them (comply-or-explain principle). Articles of Association The articles of association of a BV/NV may provide for specific corporate governance provisions within the boundaries of Book 2 of the DCC, including quorum or majority requirements, allocation of powers among corporate bodies, meeting procedures and appoint - ment and dismissal rules.
523 CHAMBERS.COM
Powered by FlippingBook