What you need to know about the revised Corporate Governance Code

The revised Corporate Governance Code was published on 8 December 2016. The Code applies to financial years starting on or after 1 January 2017 and replaces the previous version of the Code enacted in 2008.

Last year, we informed you of the proposal to revise the Code that was published for consultation. The final version of the Code has undergone several changes compared to the initial consultation version. Some examples of proposals that did not make it into the Code include:

  • allowing the use of depositary receipts for shares as a protective measure;
  • requiring the establishment of a special committee for takeover situations; and
  • making it possible for supervisory directors to be remunerated in shares.

Please click here for a summary of the main features of the revised Code.

If you want to know what the revised Code means for you and how we can help you comply with it, please feel free to contact us.

The Dutch Corporate Governance Code applies to (i) Dutch companies with shares (or depositary receipts for shares) that are admitted to trading on a regulated market or any
comparable system and (ii) Dutch companies with a balance sheet value of more than EUR 500 million with shares (or depositary receipts of shares) that are admitted to trading on a
multilateral trading facility or any comparable system. The Code contains principles and best practices that regulate relations between the management board, the supervisory board
and the shareholders. Companies may depart from the Code’s provisions, but only if they provide reasons for doing so (“comply or explain”).

Electronic filing of annual accounts will soon be mandatory

It will no longer be possible for certain companies to file annual accounts with the Trade Register by mail or email. Electronic filing of the annual accounts will be mandatory.

When does this change become effective?

For micro and small companies, electronic filing will become mandatory for annual accounts relating to financial years that started on or after 1 January 2016. For medium-sized companies, this requirement will follow one year later, i.e. for annual accounts relating to financial years starting on or after 1 January 2017. Large companies will, for the time being, not be affected by this change.

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