On 17 March 2025, the Dutch Minister of Economic Affairs appointed the new members of the Corporate Governance Code Monitoring Committee. Led by Rob van Wingerden, the other members are John Bendermacher, Chris Figee, Karien van Gennip, Marnix van Ginneken, Marnix Holtzer, Daniëlle Melis and Lokke Moerel.

Immediately after being appointed, the new Monitoring Committee announced that it had updated the 2022 Code by adding a "risk management statement" (known in the Netherlands as a "VOR"), at the explicit request of the Code's supporting parties, CNV, Eumedion, Euronext, VEB, VEUO and VNO-NCW. This means that Dutch listed companies must include such a statement in their management report for the 2025 financial year.

According to the new Code provisions and explanatory notes, the management board must:

• give a statement about the level of certainty the internal controls provide on the effective management of operational and compliance risks (best practice provision 1.4.3 (iv)
• give a statement that the internal controls provide limited assurance that the sustainability reporting does not contain any material misstatements (best practice provision 1.4.3 (iii))
• account for how the effectiveness of the internal risk management and control with regard to operational, compliance and reporting risks has been assessed (best practice provision 1.4.2 (iii))

Companies will have to issue a VOR from financial year 2025 onwards, and amend their existing rules, procedures and policies, accordingly. The Committee recommends that the management board chapter in the annual report broadly outlining the corporate governance structure and compliance with the 2025 Code, be submitted as a separate agenda item at the 2026 AGM. The new Code is still to be designated by government decree as a code of conduct, but we expect this to happen shortly.

See for more information about the specific VOR-related provisions and explanatory notes: the new Code and this article we published on our website last year.

In next Thursday's In context email, we will inform you about this development in more detail. Should you have any questions in the meantime, please get in touch with your contact at De Brauw.