A decree implementing EU Directive 2014/95/EU on the disclosure of non-financial information in the management reports of certain large public-interest entities recently entered into force in the Netherlands. In an earlier newsletter we outlined the relevant rules. The law pursuant to which this decree was issued entered into force on 6 December 2016.
Scope and entities covered
Entities subject to the disclosure requirement must include in their management reports a separate statement explaining the policies they pursue in relation to environmental, social and employee matters, respect for human rights and anti-corruption and bribery matters, and the results of those policies. The new requirement applies to public-interest entities – in short banks, insurers and listed companies – qualifying as "large" and having an average of more than 500 employees.
The above statement must be included in management reports for financial years commencing on or after 1 January 2017. If an entity does not have/yet have a policy on any of the required subjects, the statement must explain the reason(s) for this.
The Directive also requires large listed companies to include in their management reports a description of the diversity policy in relation to their management and supervisory boards. The description must be incorporated in the company's corporate governance statement (which is already mandatory for such companies) and must relate to aspects such as age, gender and educational/professional background. This obligation was the subject of a previous separate decree, issued on 22 December 2016.
- Evaluate whether you are required to disclose the above types of CSR information (including diversity information) and, if so, whether you have adopted policies in relation to these areas.
- Prepare to gather this information and include it in your management report.