Machine Translated by Google 83180 MONITOR BELGE — 11.09.2017 — BELGIAN OFFICIAL GAAP FEDERAL PUBLIC SERVICE ECONOMY, SMEs, FEDERAL PUBLIC SERVICE ECONOMY, SME, MEDIA MIDDLE CLASSES AND ENERGY AND ENERGY [C ÿ 2017/20487] [C ÿ 2017/20487] SEPTEMBER 3, 2017. — Law relating to the publication of non-financial SEPTEMBER 3, 2017. — Act on Disclosure of Non-Financial and Diversity information and information relating to diversity by certain large companies Information by Certain Large Companies and Groups (1) and certain groups (1) PHILIPPE, King of the Belgians, PHILIP, King of the Belgians, To all, present and future , Greetings. To all who are now and to be hereafter, Our greetings. The House of Representatives has passed and We sanction the following: The House of Representatives has adopted and We ratify the following: CHAPTER 1. CHAPTER 1 . — General provision — General provision Article 1er . This law regulates a matter referred to in Article 74 of the Article 1. This Act regulates a matter as referred to in Constitution. Article 74 of the Constitution. CHAPTER 2. — Transposition of the directive CHAPTER 2. — Transposition of the Directive Art. 2. This Law transposes European Directive 2014/95/EU of the European art. 2. This law transposes European Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014 amending Directive 2013/34/EU Parliament and of the Council of 22 October 2014 amending Directive 2013/34/EU as regards the publication of non- financial information and information relating to with regard to the disclosure of non-financial information and diversity information the diversity by some large companies and groups. from certain large companies and groups. CHAPTER 3. — Amendments to the Companies Code CHAPTER 3. — Amendments to the Companies Code Art. 3. In article 96 of the Companies Code , inserted by the law of April 6, 2010 art. 3. In Article 96 of the Companies Code, inserted by the Law of April 6, 2010 and modified by the laws of July 28, 2011 and December 18, 2015, the following and amended by the Laws of July 28, 2011 and December 18, 2015, the following modifications are made: amendments are made: 1° in § 2, first paragraph, replace the provision under 6° as follows: “6° a description of: a) the diversity policy that is pursued with regard to the 1° in § 2, first paragraph, 6° is replaced as follows: “6° a members of the board of directors, the members of the executive committee, the description: a) of the diversity policy applied to members of other leaders and the persons charged with the day-to-day management of the the board of directors, members of the management committee, other managers company; and the delegates for the day-to-day management of the company; b) the objectives of this diversity policy; (c) the b) the objectives of this diversity policy; c) the mode of procedures for implementing this policy; d) the results of this implementation of this policy; d) the results of this policy policy during the financial year. for the financial year. In the absence of a diversity policy, the company explains the If the company does not pursue a diversity policy, it will reasons in the statement. explanation as to why this is the case. The description shall in any case include an overview of the efforts made to The description shall in any event contain an overview of the efforts made to ensure that at least one third of the members of the board of directors are of a ensure that at least one third of the members of the board of directors are of a different sex from that of the other members.”; different gender from that of the other members.”; 2° in § 2, second paragraph, the words “1°, 2° and 5°” are replaced 2° in § 2, paragraph 2, the words “1°, 2° and 5°” are replaced by the words “1°, 2°, 5° and 6°, paragraphs 1 and 2,”; by the words “1°, 2°, 5° and 6°, paragraphs 1 and 2,”; (3) the second paragraph of paragraph 2 is completed by the following sentence: 3° the second paragraph in paragraph 2 is supplemented with the following sentence: “The provision set out in point 6°, paragraphs 1 and 2, of the first paragraph does “The provision under 6°, first and second paragraph, of the first paragraph does not apply to companies which do not exceed more than one of the criteria referred not apply to companies that do not exceed more than one of the criteria stated in is to in Article 16, § 1 , provided that these , criteria are calculated basis, unless on an individual that company is a parent Article 16, § 1, on the understanding that these criteria are calculated on the basis company .”. of single basis, unless this company is a parent company.” 4° the article is supplemented by a paragraph 4, which reads: “§ 4. This paragraph applies to 4° the article is supplemented by a paragraph 4, worded as follows: “§ 4. This companies that paragraph applies to companies which comply with all of the following conditions: meet all of the following conditions: 1° the company is a public interest entity , referred to in Article 4/1; 1° the company is a public-interest entity, if referred to in Article 4/1; 2° the company exceeds, on the balance sheet date of the last closed financial year, the 2° on the balance sheet date of the last closed financial year, the company criterion of the average number of 500 employees over the financial year; exceeds the threshold of an average workforce of 500 employees during the financial year; 3° the company exceeds, on the balance sheet date of the last closed financial 3° the company exceeds at least one of the following two criteria on the balance year, at least one of the following two criteria , provided that these criteria are sheet date of the last closed financial year, on the understanding that these criteria calculated on an individual basis, except in the case of a parent company : are calculated on a statutory basis, unless this company is a parent company: a) the balance sheet total, as referred to in Article 16, 1 ; b) the annual turnover, as referred a) the balance sheet total, referred to in Article 16, to in Article 16, § 1. is § 1 ; b) the annual turnover, referred to in Article 16, § 1 . For the calculation of the average annual number of employees, Article 15, § 5, Article 15, § 5, applies to the calculation of the annual average of the workforce. is applicable. Machine Translated by Google MONITOR BELGE — 11.09.2017 — BELGIAN OFFICIAL GAAP 83181 To the extent necessary to understand the evolution of the business, the To the extent necessary for a proper understanding of the development, performance, the situation of the company and the impact of its activities, results and position of the company as well as of the effects of its activities relating at least to social, environmental and personnel issues, respect for the relating at least to social, personnel and environmental matters, respect for rights of the human rights and the fight against corruption, the annual report, human rights and the fight against corruption and bribery, the annual report, referred to in Article 95, shall include a statement containing the following as referred to in Article 95, shall contain a statement containing the following information: information: (a) a brief description of the corporation's business; a) a brief description of the company's activities; (b) a description of the policies applied by the company with respect to b) a description of the policy pursued by the company with regard to these these matters, including the due diligence procedures carried out ; matters, including the due diligence procedures applied; (c) the results of these policies; c) the results of this policy; d) the main risks relating to these matters in relation to the activities of the d) the main risks associated with these matters relating to the company's company, including, where relevant and proportionate, the business business activities, including, where relevant and proportionate, its business relationships , products or services of the company, which are likely to lead relationships, products or services of the company that could potentially to adverse impacts in these areas, and how the company manages these adversely affect these areas, and how the company manage these risks ; risks; (e) key performance indicators of a non- financial nature relating to the e) the non-financial key performance indicators relevant to the specific activities in question. business activities. For the preparation of the non- financial statement, the company relies on In preparing the statement of non-financial information, the company relies recognized European and international standards. It indicates in the on European and internationally recognized reference models. It states in the declaration on which standard(s) it relied. statement on which model(s) it has based itself. The King can draw up a list of European and internationally recognized The King can draw up a list of the European and internationally recognized standards and due diligence procedures on which the company can rely. reference models and the due care procedures on which the company may rely. The non- financial statement also contains, where applicable, relevant Where deemed appropriate, the statement of non- financial information references to the financial amounts indicated in the annual accounts and shall also include the relevant references to and additional explanations of additional explanations relating thereto. the financial amounts in the financial statements. When the company does not apply a policy regarding one or more of these If the company does not pursue a policy with regard to one or more of issues, the non- financial statement includes a clear and reasoned explanation these matters, the non-financial statement contains a clear and reasoned of the reasons justifying this non-application. explanation of why it does not do so. In exceptional cases, the administrative body of the company may decide In exceptional cases, the board of directors of the company may decide to omit specific information from the declaration when, if in the duly not to include certain information in the statement, if the reporting of that substantiated opinion of the administrative body and under their collective information could seriously harm the board of directors' duly justified opinion responsibility for in this opinion, the publication of this information could and with collective responsibility for this position. the commercial position of seriously damage the commercial position of the company, provided that the company, provided that the omission of this information does not preclude the omission of this information does not prevent a fair and balanced a true and balanced understanding of the development, results and position understanding of the evolution of the business, performance, the situation of of the company as well as of the effects of its activities. the company and the impact of its activity. The company which has drawn up and published a non- financial statement The company that has drawn up and made public a statement of non- is deemed to have fulfilled the obligation provided for in paragraph 1, 1°, financial information is deemed to have complied with the obligation included paragraph 2. in paragraph 1, 1°, second paragraph. The company which is also a subsidiary, referred to in Article 6, is exempt The company that is also a subsidiary, as referred to in Article 6, is exempt from the obligations provided for in this paragraph, when it is included in the from the obligations laid down in this paragraph if it has already been included management report on the consolidated accounts, drawn up by the parent in the annual report on the consolidated annual accounts by the parent company in accordance with Article 119 , § 2. company, in accordance with Article 119, § 2. The company which has established the non- financial declaration for the The company that has prepared the statement of non-financial information same financial year in a separate report is exempted from the obligation to for the same financial year in a separate report is exempted from the obligation establish a non- financial declaration in the annual report. In this case, the to include the non-financial information in the annual report. In this case, the annual report contains a statement that the non- financial statement is annual report states that the statement of non-financial information is included established in a separate report. This separate report is attached to the annual in a separate report. This separate report shall be annexed to the annual report.”. report.” Art. 4. In article 100, paragraph 1, of the same Code, it is inserted art. 4. In Article 100, § 1, of the same Code, a provision under 6°/3 is a 6°/3, drafted as follows: inserted, reading as follows: “6°/3. For companies in which the public authorities or one or more legal “6°/3. For the companies in which the government or one or more public persons governed by public law exercise control as defined in Article 5: a legal entities exercises a control as defined in Article 5: a remuneration report remuneration report giving an overview, on an individual basis, of the amount with an overview, on an individual basis, of the amount of the remuneration of remuneration and other benefits, both in cash and in kind, granted directly and other benefits paid, both in cash and in kind, which were granted, directly or indirectly, during the financial year covered by the management report, to or indirectly, by the company or a company belonging to the scope of the non- executive directors as well as to the executive directors with regard consolidation of the company to non-executive directors and executive to their mandate as a member of the board of administration, by the company directors with regard to their mandate as members of the board of directors or a company that is part of the scope of consolidation of this company.”. during the financial year treated by the annual report .”. Machine Translated by Google 83182 MONITOR BELGE — 11.09.2017 — BELGIAN OFFICIAL GAAP Art. 5. Article 119 of the same code, last amended by the law of April 6, art. 5. Article 119 of the same code, last amended by the law of 6 April 2010, the current text of which will form paragraph 1, is supplemented by a 2010, the existing text of which will form paragraph 1, is supplemented by a paragraph 2, worded as follows: paragraph 2, which reads: “§ 2. This paragraph applies to companies that meet “§ 2. This paragraph applies to companies that all of the following conditions: meet all of the following conditions: 1° the company is a parent company , referred to in Article 6, 1°; 1° the company is a parent company, as referred to in Article 6, 1°; 2° the company is a public interest entity , referred to in Article 4/1; 2° the company is a public-interest entity, if referred to in Article 4/1; 3° the company exceeds, on the balance sheet date of the last closed financial year, 3° on the balance sheet date of the last closed financial year and on a and on a consolidated basis, the criterion of the average number of 500 employees over consolidated basis, the company exceeds the threshold of an average the financial year. workforce of 500 employees during the financial year. For the calculation of the average annual number of employees, Article 16, § 3, Article 16, § 3, applies to the calculation of the annual average of the is applicable. workforce. To the extent necessary to understand the development of business, To the extent necessary for a proper understanding of the group's performance, the situation of the group and the impact of its activity, relating development, results and position as well as of the impact of its activities at least to social, environmental and personnel issues, respect for human relating at least to social, personnel and environmental matters, respect for rights and the fight against corruption, the management report on the human rights and the fight against corruption and bribery, the annual report consolidated financial statements, referred to in paragraph 1, includes a on the consolidated financial statements, referred to in paragraph 1, contains statement containing the following information: a statement containing the following information: a) a brief description of the activities of the group; a) a brief description of the group's activities; (b) a description of the policies applied by the group in relation to those (b) a description of the group's policies in relation to these matters, matters, including the due diligence procedures carried out ; including the due diligence procedures applied; (c) the results of these policies; c) the results of this policy; d) the main risks related to these matters in relation to the activities of d) the principal risks associated with these matters relating to the group's the group, including, where relevant and proportionate, the business business activities, including, where relevant and proportionate, its business relationships , products or services of the group, which are likely to lead to relationships, products or services that could potentially adversely affect adverse impacts in these areas, and how the group manages these risks; these areas, and how the group manage these risks ; (e) key performance indicators of a non- financial nature relating to the e) the non-financial key performance indicators relevant to the specific activities in question. business activities. For the preparation of the consolidated non- financial statement, the In preparing the consolidated statement of non - financial information, parent company relies on recognized European and international standards. the parent company relies on European and internationally recognized It indicates in the declaration on which standard(s) it relied. reference models. It states in the statement on which model(s) it has based itself. The King can draw up a list of European and international standards and The King can draw up a list of the European and international reference due diligence procedures on which the parent company can rely. models and due diligence procedures on which the parent company may rely. The consolidated non- financial statement also contains, where applicable, Where deemed appropriate, the consolidated statement of non-financial the relevant references to the financial amounts indicated in the consolidated information also includes relevant references to and additional explanations accounts and additional explanations relating thereto. about the financial amounts in the consolidated financial statements. When the group does not apply a policy regarding one or more of these Where the group does not have a policy with regard to one or more of issues, the consolidated non- financial statement includes a clear and these matters, the consolidated statement of non-financial information reasoned explanation of the reasons justifying this non-application. contains a clear and reasoned explanation of why it does not do so. In exceptional cases, the administrative body of the parent company may In exceptional cases, the management board of the parent company may decide to omit specific information from the declaration , when, if in the duly decide not to include certain information in the statement, if the disclosure substantiated opinion of the administrative body and under their responsibility of that information would cause serious harm to the commercial position of collective as to this opinion, the publication of this information could seriously the group, provided that the omission of this information does not preclude harm the commercial position of the group, provided that the omission of a true and balanced understanding of the development, results and position this information does not prevent a fair and balanced understanding of the of the group as well as of the effects of its activities. evolution of business, performance, the situation of the group and the impact of its activity. The parent company which has drawn up and published a consolidated The parent company that has prepared and published a consolidated non- financial statement is deemed to have fulfilled the obligation provided statement of non-financial information is deemed to have complied with the for in paragraph 1, 1°, paragraph 2. obligation set out in paragraph 1, 1°, second paragraph. The parent company, which is also a subsidiary referred to in Article 6, is The parent company that is also a subsidiary, as referred to in Article 6, exempt from the obligations provided for in this paragraph, when it and its is released from the obligations under this paragraph if it and its subsidiaries subsidiaries are included in the management report on the consolidated have already been included in the annual report on the consolidated financial accounts drawn up by the parent company , in accordance with this statements by the parent company, in accordance with this paragraph. paragraph. Machine Translated by Google MONITOR BELGE — 11.09.2017 — BELGIAN OFFICIAL GAAP 83183 The parent company which has drawn up the consolidated non- financial The parent company that has prepared the consolidated non-financial statement for the same financial year in a separate report is exempt from the statement for the same financial year in a separate report is exempted from the obligation to draw up a non- financial statement in the report on the consolidated obligation to prepare a statement of non-financial information in the annual accounts. In this case, the management report contains a statement that the report on the consolidated financial statements. In this case, the annual report non- financial statement is established in a separate report. This separate report states that the statement of non-financial information is included in a separate is attached to the management report on the consolidated financial statements.”. report. This separate report is annexed to the annual report on the consolidated financial statements.' Art. 6. In Article 126, § 1 , 1°, of theis same code, the words “in Article 92, § art. 6. In Article 126, § 1, 1°, of the same Code, the words, “Article 92, § 1, 1 , paragraph 2,” are replaced by the words “in Articles 92, § 1 , paragraph 2, second paragraph,” are replaced by the words “Articles 92, § 1, second 98 and 100”. paragraph, 98 and 100”. Art. 7. In article 144, § 1 , first paragraph , of the same code, replaced by the art. 7. In Article 144, § 1, first paragraph, of the same Code, replaced by the law of 7 December 2016, 6° is supplemented by the following sentence: Law of 7 December 2016, the provision under 6° is supplemented by the following sentence: “if the non- financial statement, required by article 96, § 4, is drawn up in a “if the statement of non-financial information required in Article 96, § 4, is separate report, the report of the auditors contains an opinion indicating whether included in a separate report, the report of the statutory auditors shall contain this separate report includes the information required and agrees or not with an opinion indicating whether this separate report contains the required the annual accounts for the same exercise;". information and is in accordance with the annual accounts for the same financial year;'. Art. 8. In article 148, § 1 , first paragraph , of the same code, replaced by the art. 8. In Article 148, § 1, first paragraph, of the same Code, replaced by the law of 7 December 2016, 5° is supplemented by the following sentence: Law of 7 December 2016, the provision under 5° is supplemented with the following sentence: “if the non- financial statement, required by article 119, § 2, is drawn up in a “if the statement of non-financial information required in Article 119, § 2, is separate report, the report on the statutory audit of the consolidated accounts included in a separate report, the report on the statutory audit of the consolidated shall contain an opinion indicating whether this separate report includes the financial statements contains an opinion indicating whether this separate report required information and agrees or not with the consolidated accounts for the contains the required information and is in accordance with is with the same financial year;”. consolidated financial statements for the same financial year;'. CHAPTER 4. — Final provisions CHAPTER 4. — Final provisions Art. 9. This law does not affect the application of the law of September 20, art. 9. This law does not affect the application of the law of September 20, 1948 on the organization of the economy and its implementing decrees , nor of 1948 concerning the organization of the business community and its collective labor agreement No. 9 of March 9, 1972 coordinating the agreements implementing decrees, nor the collective labor agreement no. 9 of 9 March 1972 agreements and collective labor agreements relating to works councils on the organization of national agreements and collective labor agreements concluded within the National Labor Council. concerning works councils concluded in the National Labor Council. Art. 10. Sections 3 to 8 come into force for the fiscal year art. 10. Articles 3 to 8 shall enter into force for the financial year in which beginning on January 1 , 2017 or during the 2017 calendar year . commencing on 1 January 2017 or during the 2017 calendar year. Let us promulgate the present law, order that it be coated with the seal of Promulgate this law, decree that it shall be sealed with the nation's seal the State and published by the Belgian Monitor. and will be published by the Belgian Official Gazette . Given in Brussels, September 3, 2017. Given in Brussels, September 3, 2017. PHILIPPE PHILIP By the King: From the King's way: The Minister of Economy, K. The Minister of Economy, K. PEETERS PEETERS The Minister of Justice, K. The Minister of Justice, K. GEENS Geens Le Ministre des Finances, J. The Minister of Finance, J. VAN OVERTVELDT VAN OVERTVELDT The Minister of SMEs, The Minister of SMEs, W. BORSUS W. BORSUS Sealed with the seal of the State: Sealed with the country's seal: The Minister of Justice, The Minister of Justice, K. Geens K. Geens Note Note (1) House of Representatives: (1) Chamber of Representatives : (www.lachambre.be) (www.dekamer.be) Documents : 54-2564 (2016/2017). Pieces : 54-2564 (2016/2017). Full report: July 19 and 20, 2017. Full Report : 19 and 20 July 2017.