NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
The first omnibus package contains a proposal with temporal changes that postpone the appli - cation of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 (so-called wave 2 and 3 companies, respectively) and postpone the transposition deadline and the first wave of application of the CSDDD by one year to 2028. This directive entered into force on 17 April 2025. Further, this omnibus package includes a pro - posal with substantive changes, such as rais - ing the employee threshold for mandatory sus - tainability reporting under the CSRD from 250 or more to 1,000 employees. If adopted, this change would significantly reduce the number of companies required to report, exempting approximately 85% of businesses that currently fall under the directive. Listed SMEs, which were previously required to report under the CSRD, would also be removed from the scope. Under the new threshold, only companies with at least 1,000 employees and either a turnover above EUR50 million or a balance sheet total exceed - ing EUR25 million would be subject to reporting obligations. The Commission has outlined an explicit goal of reducing reporting burdens by 25% for large companies and 35% for SMEs, reflecting a broader effort to simplify sustainability disclo - sures while maintaining the EU’s ambitious envi - ronmental objectives. 3. Management of the Company 3.1 Bodies or Functions Involved in
supervisory board or for non-executives in the board, resulting in the following three possible governance structures: • only a management board is in place, with executive directors; • both a management board and a supervisory board are in place (a two-tier structure); or • a one-tier management board is in place, consisting of executive directors and non- executive directors (one-tier board structure). Large Company Regime (Structuurregime) A supervisory board (or a one-tier board consist - ing of executive and non-executive directors) is mandatory if a company has filed a statement with the Dutch Trade Register for three consecu - tive years, stating that it qualifies as “large” com - pany under the statutory two-tier rules ( structu- urvennootschap ). This supervisory board must consist of three or more directors (or three or more non-executive directors in the case of a one-tier board). Persons employed by the “large” company or any of its dependent companies, as well as directors and employees of an employ - ees’ organisation involved in determining the terms of employment of those persons, cannot be appointed as supervisory directors. See 4.1 Board Structure for more information on the one-tier board. The main characteristics of a company ( struc- tuurvennootschap ) to which the large company regime applies are: • in principle, the general meeting and the works council ( ondernemingsraad ) can sig - nificantly influence the composition of the supervisory board; • the supervisory board, rather than the general meeting, is authorised to appoint the direc -
Governance and Management Principal Bodies of BVs and NVs
All BVs and NVs have a management board and a general meeting. BVs and NVs may opt for a
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