[Last updated: 1 January 2024, unless otherwise noted]

The Euronext Rules do not contain specific corporate governance provisions. Although corporate governance rules are set out in the Dutch Corporate Governance Code, these rules apply only to Dutch companies with an official listing in the Netherlands or abroad. Furthermore, these rules apply to Dutch companies with a balance sheet value greater than €500 million (approximately US$565.93 million), whose shares (or depositary receipts for shares) are admitted to trading on a multilateral trading facility in the European Union or comparable system outside the European Union. 

The Dutch Corporate Governance Code is designed as a self-regulating code of conduct, although the Dutch legislator has designated the Code as the code of conduct to which Dutch listed companies should refer in their annual report. In principle, listed companies are obliged to comply with each principle and provision of the Code or, alternatively, these listed companies must explain in a separate chapter of their annual report, the extent to which they did not comply with the principles and best practice provisions during the relevant financial year (the so-called "comply or explain principle").

The (i) management board and the supervisory board in a two-tier board, or (ii) executive directors and non-executive directors in an one-tier board, are responsible for the company's corporate governance and compliance with the Code. Any deviation from the principles and best practice provisions should be specifically disclosed and explained to the general meeting of shareholders. Any deviation in complying with the Code in the years thereafter should again be disclosed and explained to the general meeting of shareholders following the year in which they are implemented. It is up to the general meeting of shareholders whether the company has sufficiently complied with or explained any deviation from the Code. The AFM will verify whether the company has included this corporate governance code chapter in the annual report, attached this chapter to the annual report, or published this chapter on the company's website. 

The full text (in English) and further information on the Dutch Corporate Governance Code may be found at: https://www.mccg.nl/english.