Einde inhoudsopgave
Corporate Social Responsibility (IVOR nr. 77) 2010/4.4.2
4.4.2 Legislative history
Mr. T.E. Lambooy, datum 17-11-2010
- Datum
17-11-2010
- Auteur
Mr. T.E. Lambooy
- JCDI
JCDI:ADS368296:1
- Vakgebied(en)
Ondernemingsrecht (V)
Voetnoten
Voetnoten
The legislator uses the words 'additional requirements' and he also refers to the Commission Recommendation. See legislative history: Kamerstukken II 2003/04, 29 737, No. 3 (Explanatory Memorandum, Memorie van Toelichting, hereinafter: 'MvT'), pp. 23-24. See also Beckman, supra note 21, p. 446, who is of the opinion that the reporting requirements have been considerably augmented by the Act. See also Koning/Kiersch 2007 (T&C BW), article 2:391 DCC, note 1. Furthermore, Slagter, supra note 3, p. 482.
MvT, pp. 14, 15, 23-25; Kamerstukken II2003/04, 29 737, nb. 7 (Memorandum, Nota naar aanleiding van het verslag; hereinafter: 'Nota'), p. 12. See also Lambooy (2006), supra note 21. See on environmental reporting obligations: T.E. Lambooy, 'Duurzaamheids-verslaggeving door bedrijven als onderdeel van het jaarverslag?',in Ondernemingsrecht, 16, 2004, pp. 629-636, § 7. This environmental reporting obligation links to the European EMAS Regulation. See in this respect EEG nb. 1836/93, PbEG L 168/1 d.d. 10 July 1993 and T.E. Lambooy and T.P. Flokstra, 'Kleur bekennen middels jaarverslag' [Nail one's colours to the mast by means of the annual report], in De Naamlooze Vennootschap, 06, 1997, pp. 159-166. A comprehensive economic study has been performed by C. Hibbitt, External Environmental Disclosure and Reporting by Large European Companies (Limperg Instituut: Amsterdam, 2004).
MvT, supra note 22, pp. 15 and 24 and Nota, supra note 23, p. 12.
The legislative history accompanying the implementation act is not very extensive, although some parts are worth noting here. The Dutch legislator issued ambivalent signals: on the one hand it explained that the amendment meant an extension of the existing reporting requirements,1 on the other hand the legislator stressed that the amendment did not materially change anything. From this it could be concluded that the legislator was concerned that it might be criticised for placing a larger administrative burden on Dutch companies. Seen in this light, it seems logical that the legislator emphasised various times that the amendment to the DCC section on annual reporting did in fact not contain anything new.
In respect of the new reporting requirement on environmental matters, the legislator referred to the Commission Recommendation 2001/453/EC (see section 4.2.4). However, at the same time it stated that companies that already issue environmental reports pursuant to the Environmental Management Act need not worry about the new obligation because they already report on environmental issues and can refer to that.2
In respect of the new reporting requirement on "employee matters", the legislator referred to the existing practice to report on the work force, that is the number of personnel, pursuant to article 2:391 paragraph 2 DCC.3