NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten and Frédérique van der Wegen, Stibbe
ensure compliance with the CG Code must be dis - closed in the management report. The management board describes the main risks and uncertainties to which the BV or NV is exposed. The management report of large companies must also contain an analy - sis of financial and non-financial performance indica - tors, including environmental and employment-related issues. Dutch Listed Companies Dutch listed companies must include additional infor - mation in the management report, including key fea - tures of internal risk management and control sys - tems in relation to the financial reporting process, the composition and performance of the management board, supervisory board and their committees, and the diversity policy regarding board composition. Additional Information in Line With the CG Code The CG Code provides that the company must explic - itly state in a separate chapter of the management report (or on its website) the extent to which it com - plies with the CG Code and, where it does not comply, why and to what extent it deviates. The management board report must also include information on sus - tainable long-term value creation, risk management, culture and the effectiveness of, and compliance with, the code of conduct. Supervisory Board Report The supervisory board report is mandatory only for Dutch listed companies and must include, among other things, the supervisory board’s role in strategy, its monitoring of implementation, the independence of the supervisory board and its directors and chair, and the evaluation of the supervisory board, committees and individual directors. 5.3 Incorporation and Registration Incorporation and Registration A BV or NV is incorporated by notarial deed executed before a Dutch civil-law notary. After incorporation, the company must be registered with the Dutch Trade Register maintained by the Chamber of Commerce. The Trade Register contains key corporate informa - tion, including the company’s legal name, statutory seat, registered office address, directors, certain authorised representatives and, where applicable,
other relevant registrations. Much of this information is publicly available, although access to certain infor - mation, such as UBO information, is restricted. Annual Accounts Non-listed companies The management boards of non-listed BVs and NVs must publish their annual accounts and file them with the Dutch Trade Register, after which they become publicly available. The management board must pre - pare the annual accounts and make them available for shareholder inspection within five months after the financial year-end. The general meeting can extend this deadline by five months in exceptional circum - stances and has two months to adopt the accounts after the preparation period has expired. See 5.1 Financial Reporting Requirements regarding filing deadlines. Dutch listed companies and large com - panies must disclose complete financial statements, subject to exemptions for medium, small and micro legal entities. Dutch listed companies Dutch listed companies whose securities are admit - ted to trading on an EU regulated market must make annual accounts publicly available and file them with the AFM within four months after the financial year- end. After adoption, the accounts must also be filed with the Dutch Trade Register within eight days. If the accounts have not been adopted within two months after the end of the preparation period, the manage - ment board must immediately make the prepared annual accounts public. Semi-annual accounts are only mandatory for Dutch listed companies Issuing institutions whose securities are admitted to trading on an EU regulated market must publish and file semi-annual financial reports with the AFM within three months after the first six months of the financial year. The AFM can impose an order subject to penalty and an administrative fine if these accounts are not filed in time. Sanctions Not filing annual accounts on time is an economic crime and can result in a fine or prosecution. It can
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