NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
Supervision Act and applicable EU regulations. These companies must, among other things: • prepare and publish their annual financial report (including audited financial statements and management commentary) within four months after the end of the financial year; and • publish half-yearly financial reports (includ - ing condensed financial statements and an interim management report) within three months after the end of the first six months of the financial year. Both reports must be filed electronically with the AFM and made available to the public. 6.2 Disclosure of Corporate Governance Arrangements General Corporate governance arrangements that the managers of a Dutch listed company must implement to ensure compliance with the CG Code need to be disclosed in the management report. The management board describes the main risks and uncertainties to which the BV or the NV is exposed. The management report of large companies must also contain an analysis of both financial and non-financial performance indicators, including environmental and employ - ment-related issues. Dutch Listed Companies Dutch listed companies must include additional information in the management report, including the following: • the key features of the internal risk manage - ment and control systems in relation to the financial reporting process of the company and its consolidation group;
• the composition and performance of the management board, the supervisory board and their committees; and • the diversity policy regarding the composition of the management board and the supervi - sory board. Additional Information in Line With the CG Code The CG Code provides that the company must explicitly state in a separate chapter of the man - agement report (or a publication on the com - pany’s website) the extent to which it complies with the principles and best practice provisions of the CG Code and, where it does not comply, why and to what extent it deviates from these principles or best practice provisions. According to the CG Code, the management board report must include a report on sustain - able long-term value creation by providing infor - mation on the effects of the actions of the com - pany and its affiliated business on people and the environment, a report on risk management, and explanatory notes on the culture within the company, the contribution of the culture and the values to the sustainable long-term value crea - tion and the effectiveness and compliance with the code of conduct (see also 1.2 Sources of Corporate Governance Requirements for more The supervisory board report is mandatory only for Dutch listed companies and, pursuant to the CG Code, it must include: • the role of the supervisory board, such as its involvement in the establishment of the strategy and the way in which it monitors its implementation; information on the CG Code). Supervisory Board Report
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