Corporate Social Responsibility
Einde inhoudsopgave
Corporate Social Responsibility (IVOR nr. 77) 2010/2.8.2.2:2.8.2.2 Enforceability of transparency
Corporate Social Responsibility (IVOR nr. 77) 2010/2.8.2.2
2.8.2.2 Enforceability of transparency
Documentgegevens:
Mr. T.E. Lambooy, datum 17-11-2010
- Datum
17-11-2010
- Auteur
Mr. T.E. Lambooy
- JCDI
JCDI:ADS369516:1
- Vakgebied(en)
Ondernemingsrecht (V)
Toon alle voetnoten
Voetnoten
Voetnoten
Supra notes 104 and 105.
See: §§ 2.8.1.2 and 2.6.1.2.
E.g. the Combined Code. See also Proposal for a Directive, supra note 80, which contains a proposal for a new Article 46a for the Fourth European Directive Annual Accounts and an amended Article 36(2) of the Seventh European Directive Annual Accounts, which both apply the 'comply or explain' principle.
Governmental Decree, supra note 104, Explanatory Memorandum,p.8.
Deze functie is alleen te gebruiken als je bent ingelogd.
Legal norms pertaining to transparency of the conduct of businesses in the area of corporate governance must be observed. The Dual-Board Company Structure Reform Act is important in this respect since the new paragraph 5 of article 2:391 DCC creates the possibility of introducing additional requirements for the content of the annual report by Governmental Decree. Also of importance is the Governmental Decree in which the Tabaksblat Code has been designated as a code of conduct containing additional requirements in respect of the annual report.1 Similar to the amendment of the provision in paragraph 1 of article 2:391 DCC (annual report) which was introduced as a result of the Modernisation Directive with regard to providing information about environmental and human resources issues,2 the provision in the new paragraph 5 of article 2:391 DCC was not meant to stimulate a change in conduct, but only aims to promote transparency with respect to corporate governance. This same approach was taken in corporate governance initiatives in other countries.3
In line with the Tabaksblat Code, which prescribes its applicability for Dutch listed companies to become effective as of financial year 2004, the Governmental Decree stipulates that it is applicable to annual reports for the financial year 2004 onwards. The Decree prescribes that the annual report must contain information on the company's observance in that financial year of the principles and best practice provisions of the Tabaksblat Code directed at the board of directors and the supervisory board; any deviations must be justified. If the company does not intend to comply with the provisions in the next two financial years, a further justification is required. The Explanatory Memorandum on the Governmental Decree states that the information given by the company is not without legal effect, since the company commits itselfto those stakeholders mentioned in article 2:8 DCC.4 In addition, non-compliance with this statutory duty to supply information on corporate governance matters -similar to not supplying information on environmental and human resources issues- can be a ground for the legal actions mentioned earlier in section 2.8.1.2.