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The version in force is the Dutch Corporate Governance Code 2025. That Code places sustainable long-term value creation at its centre: the management board must have a view and a strategy for it, and must account for both in the management report. What is new is the risk management statement, which also touches on the reliability of sustainability reporting. The Code is not binding law, but through the apply or explain principle it does have a statutory anchor.

The short answer

Listed companies with their registered office in the Netherlands must explain in their management report how they apply the Code. If you depart from it, you explain why, with reasons.

Sustainability is not a separate chapter of the Code. It is woven into principle 1.1 on sustainable long-term value creation. The management board formulates the view and the strategy; the supervisory board supervises.

Which version applies now?

The Code has a long line of descent: 2003, 2008, 2016 and 2022. On 20 March 2025 the Corporate Governance Code Monitoring Committee presented the updated Corporate Governance Code 2025.

The update was published in the Government Gazette (Staatscourant) of 31 October 2025. By decree of 23 January 2026 the 2025 Code was designated as the code of conduct. That decree was published in the Bulletin of Acts and Decrees (Staatsblad). It is that code of conduct on which you account in the management report.

The provisions on the risk management statement apply from the financial year beginning on or after 1 January 2025.

Where a text still refers to the 2016 Code of the Van Manen committee, it is out of date. The same goes for texts that take the non-financial reporting directive as their framework.

Apply or explain

The Code contains principles and best practice provisions. They are not statute.

The anchor runs through the law on annual accounts. Article 2:391 of the Dutch Civil Code and the Decree on the content of the management report (Besluit inhoud bestuursverslag) require listed companies to make a statement on compliance with the designated code of conduct.

Compliance means either applying the provision or explaining, with reasons, why you depart from it. That explanation must have substance. Citing the provision and then stating that you do not apply it is not enough.

The Monitoring Committee reports annually on compliance. Departures that are inadequately reasoned are recorded there. The Enterprise Chamber (Ondernemingskamer) may also use the Code as a yardstick when assessing mismanagement.

Sustainable long-term value creation: principle 1.1

Principle 1.1 places responsibility for the continuity of the company and for sustainable long-term value creation with the management board. In doing so the board weighs the effects on people and the environment and the interests of the stakeholders concerned.

The detail is set out in the best practice provisions.

• Provision 1.1.1. The management board develops a view on sustainable long-term value creation and formulates a matching strategy with concrete objectives. In doing so it addresses, among other things, the business model and the relevant risks. Operational and financial targets, the interests of stakeholders, the effects on people and the environment, a responsible tax contribution and new technologies all form part of it.
• Provision 1.1.2. The management board involves the supervisory board in formulating the strategy at an early stage and accounts for it regularly.
• Provision 1.1.3. The supervisory board supervises the implementation of the strategy. It discusses implementation and the associated risks regularly and reports on its involvement in the supervisory board report.
• Provision 1.1.4. The management board explains in the management report its view on sustainable long-term value creation and its strategy. It addresses the objectives and the effects on people and the environment. The interests of stakeholders, the actions taken and the extent to which objectives have been achieved are also covered.
• Provision 1.1.5. The company has a policy for dialogue with stakeholders and publishes that policy.

In this scheme sustainability is not an aim standing alongside the corporate purpose. It is an element of ordinary strategic decision-making.

The role of the management board and the supervisory board

The division of tasks is clear. The management board determines the view and the strategy. The supervisory board supervises, advises and accounts for its work in its own report.

That fits the statutory framework. Article 2:129(5) and Article 2:239(5) of the Dutch Civil Code set the norm. The management board is guided by the interests of the company and the business connected with it. The same applies to supervisory directors under Article 2:140(2) and Article 2:250(2) of the Dutch Civil Code.

In practical terms this means a supervisory board cannot confine itself to taking note. It must be able to show that it has discussed sustainability risks and probed them. Record that in the agenda and the minutes.

The risk management statement

The principal substantive innovation of the 2025 Code is the risk management statement.

In it the management board accounts for the design, the operation and the effectiveness of the internal risk management and control systems. This covers operational risks, compliance risks and reporting risks.

That matters for sustainability, because the statement also extends to the reliability of sustainability reporting. The audit committee reports on the underlying substantiation.

How the Code relates to the CSRD

The Code and the CSRD overlap, but they do not coincide.

Since the Omnibus I package, the CSRD applies only to companies with more than 1,000 employees on average and more than EUR 450 million in net turnover. Both thresholds must be met. The first report covers financial years beginning on or after 1 January 2027.

The Code knows no such thresholds. It applies to every listed company with a Dutch registered office. Listed small and medium-sized companies fall outside the CSRD, but not outside the Code.

That produces two situations:

1. Within the CSRD. The sustainability reporting in the management report covers much of what the Code asks for. Reporting twice is unnecessary, provided the information is comparable.
2. Outside the CSRD. You do not report under the ESRS, but the Code still requires you to explain your view on sustainable long-term value creation. That obligation does not disappear with the relaxation of the CSRD.

You can read more about the reporting obligations themselves on our pages on the CSRD and on ESG reporting.

Frequently asked questions

Does the Corporate Governance Code also apply to companies that are not listed?
No, the Code addresses listed companies with their registered office in the Netherlands. Many other companies apply it voluntarily, for instance because their financiers ask them to.

What happens if we depart from a provision?
Departing is permitted. You must explain in the management report why you depart and how you achieve the underlying aim by other means. A departure that is inadequately reasoned counts as non-compliance.

Does CSRD reporting replace the Code accountability on sustainability?
In part. Where the CSRD report contains the same information, you can refer to it. If you fall outside the CSRD, the Code accountability continues to apply in full.

Would you like to know how your company applies and records the 2025 Code? The lawyers at Law & More in Eindhoven and Amsterdam will gladly think it through with you, in Dutch or in English. You are welcome to contact us.