8 September 2017

New Dutch Corporate Governance Code – Statutory basis for reporting

The new Dutch Corporate Governance Code was published in December 2016. With the publication of the Designation of the Code by Decree on 7 September 2017, the statutory basis for the Code has also been provided for. As a result, in 2018 Dutch listed companies will need to report on compliance with the new Code during the financial year 2017, and explain the reasons for any deviations from the Code.

The Decree also expands the accountant’s audit of the corporate governance statement. This is to bring the audit of the corporate governance statement into line with the audit of the other parts of the management report. Instead of solely checking whether the requested information is included in the corporate governance statement, the accountant will (i) review if the corporate governance statement has been prepared in accordance with the Decree and is consistent with the annual accounts, and (ii) state whether any identified material misstatements are revealed in the course of the audit.

It remains to be seen whether this more material audit conflicts with the Code’s character of self-regulation. We advise discussing this additional aspect of the audit with your accountant early in the audit process.

Guidance on the new Code is available in our Corporate Governance Toolbox, which has recently been updated with long form board rules, alongside the already existing short form board rules.