NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
shareholders (including the general meeting of shareholders) and stakeholders. The broad outline of the company’s corporate governance is set out each year in a separate chapter of the management report or on the corporate website. Here, the company explicitly states the extent to which it complies with the principles and best practice provisions stipu - lated 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 also provide for specific corporate governance pro - visions within the boundaries of Book 2 of the Dutch Civil Code. They may require, for example: • a specific quorum or qualified majority resolu - tion for certain resolutions of the general meeting, the supervisory board or the man - agement board; • the allocation of powers among corporate bodies; • certain procedures for convening and con - ducting general meetings; and • certain procedures for the appointment and dismissal of board members. The articles of association form a binding frame - work and play an important role in tailoring the corporate governance of a company. 1.3 Corporate Governance Requirements for Companies With Publicly Traded In addition to the applicable provisions of Book 2 of the Dutch Civil Code, which also contain various specific rules for Dutch listed compa - nies, the following regulations apply to Dutch Shares General
listed companies. The requirements of the Acts are mandatory: the requirements (principles and best practice provisions) of the CG Code are based on the “comply-or-explain” principle. Financial Supervision Act (Wet op het financieel toezicht) See 1.2 Sources of Corporate Governance Requirements . CG Code See 1.2 Sources of Corporate Governance Requirements . Sector-Specific Legislation Sector-specific legislation is in place for cer - tain entities, such as financial institutions. The healthcare sector, for example, has a Healthcare Governance Code. 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance In December 2019, the European Commission introduced the European Green Deal, the pur - pose of which is to transform the EU into a mod - ern, resource-efficient and competitive econo - my. Several legislative initiatives have since been adopted, including the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD). CSRD The CSRD imposes an obligation for a large group of companies to report on their sustain - ability efforts in line with the European Sustain - ability Reporting Standards (ESRS). This Direc - tive came into force on 5 January 2023 and should have been implemented by member states by July 2024. However, several member states, including the Netherlands, have missed
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