NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten and Frédérique van der Wegen, Stibbe
Reporting and Due Diligence Requirements The most important changes concern both reporting and due diligence requirements. On the reporting side, the CSRD has been scaled back, in particular by nar - rowing its scope and introducing transitional relief for certain companies. For the CSDDD, the changes go beyond timing and include a significant narrowing of scope, the removal of the obligation to adopt a climate transition plan and the removal of the EU-harmonised civil liability regime. The changing components of ESG are therefore disclosure, timing, due diligence inten - sity, climate-planning architecture and liability. Implications for Dutch Boards For Dutch boards, ESG remains a core governance issue, but one that must now be managed against a more differentiated legal framework. Boards must distinguish between requirements that currently apply, those that have been postponed and those that, while no longer legally mandated, continue to shape market practice and stakeholder expectations. In the Neth - erlands, this is complicated by incomplete national implementation and the repair clause announced in February 2026 for the first reporting years. Climate Litigation and Stakeholder Expectations The Dutch market continues to be shaped by climate litigation and broader stakeholder expectations. Fol - lowing the Hague Court of Appeal’s Shell judgment of 12 November 2024, the specific 45% reduction order against Shell was set aside. However, the court also held that Shell is obliged to reduce its CO₂ emissions and that this obligation follows from the human right to protection against dangerous climate change. Cli - mate strategy, transition risk and stakeholder interests therefore remain highly relevant in Dutch corporate governance.
board, supplemented by sector-specific regulation and the directly applicable EU AI Act. A Dutch draft AI Act Implementation Act was published for consulta - tion on 20 April 2026. It does not introduce AI-specific board composition rules or mandatory AI committees, but sets out the proposed Dutch supervisory and enforcement architecture for the AI Act. For listed companies, the Dutch CG Code reinforces this general framework by requiring the management board to identify and manage risks associated with the company’s strategy and activities, and the super - visory board to focus on the effectiveness of internal risk management and control systems and the integ - rity and quality of reporting. The Code requires appro - priate board expertise and experience, but does not impose AI-specific expertise quotas. The AI Act entered into force on 1 August 2024 and applies in stages. The prohibitions on certain AI prac - tices and the AI literacy obligation have applied since 2 February 2025. Governance rules and obligations for general-purpose AI models have applied since 2 August 2025. The main obligations for high-risk AI systems and transparency obligations will apply later, although timelines may be postponed pending approval of the EU AI Act Digital Omnibus proposal. Boards should therefore not describe AI oversight as a future-only issue. In practical governance terms, AI oversight sits within ordinary board responsibilities for strategy, risk management, internal controls, compli - ance and stakeholder interests. For listed companies, the audit committee has a relevant role in relation to reporting integrity and internal risk management and control systems. Where high-risk AI is used, the board should ensure compliance with AI Act requirements on human oversight, monitoring, incident escalation, logging and, where relevant, worker-representation information duties. 8.2 AI Use-Related Risks In the Netherlands, AI use-related risks are addressed through a layered governance framework rather than one single Dutch statute. The EU AI Act is the central horizontal regime, supplemented by the GDPR, con - sumer law, product safety law, sector-specific finan - cial regulation, cybersecurity rules, IP law and ordinary Dutch tort and company law. On 20 April 2026, the
8. Artificial Intelligence 8.1 Board Oversight of AI
There is currently no Dutch company-law regime that requires a separate AI committee, a dedicated AI officer at board level, or mandatory AI-specific board composition rules. Board oversight of AI is governed through the ordinary allocation of responsibilities between the management board and supervisory
535 CHAMBERS.COM
Powered by FlippingBook