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Decision of 16 December 2008 laying down provisions for the implementation of Directive No Commission of the European Communities of 8 March 2007 laying down detailed rules for the implementation of certain provisions of Directive 2004 /109/EC on the harmonisation of transparency requirements applicable to information on the subject of information on the environment issuers whose securities are admitted to trading on a regulated market (PbEU L 69) (Decree implementing the transparency of issuers Wft)
We Beatrix, at the grace of God, Queen of the Netherlands, Princess of Orange-Nassau, etc. etc. etc.
On the proposal of our Minister of Finance of 21 November 2008, Generale Thesaurus, Executive Board Financial Markets, Market Behavior Market/Securities Movement, No. FM 2008-2941 M;
Having regard to Directive No 2004 /109/EC of the European Parliament and of the Council of the European Union of 15 December 2004 on the harmonisation of transparency requirements applicable to information about issuers whose securities are admitted to trading on a regulated market and to change Directive 2001 /34/EC (PbEU L 390), Directive No 2007 /14/EC of the Commission of the European Communities of 8 March 2007 laying down concrete implementing rules for certain provisions of Directive 2004 /109/EC on the transparency requirements applicable to information about issuers whose securities are admitted to trading on a regulated market (PbEU L 69) and the Articles 5:25i , 5:25w , 5:33, first paragraph, part b, at 4 °, second sentence , 5:38, fourth member , 5:44 , 5:45, tenth member and 5:46, 4th member, of the Financial Supervision Act ;
The Council of State heard (opinion of 8 December 2008, No W06.08.0504/III);
Having regard to the further report of our Minister of Finance dated 15 December 2008 (No FM/2008/3186 M);
Have found good and understand:
For the purposes of this Decision the following definitions shall apply: Law on financial supervision .
This Decision shall be based on the Articles 5:19a and 5:25c of the law .
1 The half-annual accounts of an issuer which is not required to produce consolidated financial statements shall include in the abridged balance sheet and the condensed profit and loss accounts the same items, inscriptions and sub-totals as those in the last Publicly available financial statements are included.
2 To the half-annual accounts referred to in paragraph 1, items shall be added where the half-yearly financial reporting without those added items would not give a true and fair view of the assets, financial situation and results of the financial statements; issuer.
3 In the half-annual accounts referred to in paragraph 1, the following shall also be added:
a. A comparative abridged balance sheet containing information relating to the end of the preceding financial year; and
b. A comparative condensed profit and loss account in which information relating to the same period of the previous financial year is recorded.
4 The notes on the half-annual accounts referred to in paragraph 1 shall contain:
a. sufficient information to be able to compare the half-annual accounts with the latest publicly available financial statements; and
b. sufficient information and explanations to provide a good insight into material changes of amounts and in the events in the first six months of the financial year affecting the balance sheet and the profit and loss account.
1 The half-yearly administrative report of an issuer, referred to in Article 5:25d, ninth member, of the law , which is required to draw up consolidated accounts, contains:
a. The transactions with related parties that took place in the first six months of the current financial year and which have had material impact on the issuer ' s financial position or results during that period; and
b. any changes to the related parties 'reports described in the last general disclosure that may have material implications for the issuer' s financial position or results in the first six months of the current financial year.
2 If the issuer, referred to in Article 5:25d, ninth member, of the law is not required to draw up consolidated accounts, the half-yearly administrative report shall indicate at least the relevant transactions by the legal person not under normal market conditions with a related party entered into, the extent of those transactions, the nature of the related party concerned, as well as any other information relating to those transactions necessary for the provision of an understanding of the financial position of the legal person. Information on individual transactions may be merged according to their nature, unless separate information is required to understand the impact of transactions with related parties for the financial position of the company. legal person. An indication of transactions between two or more members of a group may be omitted, provided that subsidiaries which are parties to the transaction are wholly owned by one or more of the members of the group.
1 Under a legitimate interest as intended in Article 5:25i, third paragraph, part a, of the law shall be understood, in any case, to prevent the general availability of:
a. information as referred to in Article 5:25i, second member, of the law , may influence the outcome or the normal conduct of negotiations in which the issuer is a party;
b. Decisions taken by the Board of the Issuer before the decisions taken on the basis of Book 2 of the Civil Code whether the statutes have been approved by the (supervisory) board or by a similar body required, together with the simultaneous announcement that such approval is not yet a fact, to enable a correct assessment by the public to be in the way stand;
c. a decision as referred to in Article 1:76 of the Act , a request as referred to in Article 3:160 or 3:161 of the Act -or the granting of liquidity support by the Netherlands Bank on the basis of Article 8, first paragraph, of the Bankwet 1998 (b) a battle for the interests of the financial undertaking concerned; and
d. the fact that the Authority Financial Markets has a request or a communication as referred to in Article 2, first paragraph , below Article 3, first paragraph, of the Accounting Supervision Act has done, could affect the course of securities of the securities issuer, intended in Article 1 (b) of the Financial Reporting Act , or on the course of securities derived from them.
2 To ensure the confidentiality of information, Article 5:25i, third member, part c, of the law ensure that the issuer controls access to the information and provides sufficient measures to the issuer to limit such access to persons for whom it is necessary to access it under normal conditions of access to the issuer. to be aware of the work, occupation or function of the information.
1 The safety of one on the ground of Article 5:25m of the Act press release to be released shall be guaranteed by the issuer in such a way that the risk of data change and unauthorised access is excluded as far as possible, and security of the source of the regulated information is provided.
2 The issuer shall ensure that any shortcomings or malfunctions in the general availability of regulated information are remedied through the press release as soon as possible.
3 The issuer shall not be responsible for any errors or shortcomings in the systems of the media through which the regulated information is generally made available.
4 The issuer shall fully and unedited the regulated information and, in such a manner as to make it publicly available, shall:
a. It is clear that it is a regulated information;
b. It is possible to make correct and timely assessment of the public;
c. the identity of the issuer concerned is clear;
(d) the subject matter of the regulated information is clear; and
e. the time and the date of the press release is clear.
5 The issuer shall not accompany the general availability of regulated information with advertising for its activities, where this may be misleading.
6 If regulated information relates to securities issued by an issuer in respect of which a person is admitted to trading on a regulated market by a person without the consent of that issuer of securities issued by the issuer is requested, rest the first to fifth member and the in Article 6 obligations on that person.
Upon request, the issuer shall provide the Authority with the following information to the Authority Financial Markets:
a. The name of the person who has made the regulated information publicly available;
b. The details of the security validation;
c. the date and time at which the press release, intended in Article 5:25m, 2nd paragraph, of the Act is generally available;
d. The carrier upon which the regulated information is publicly available;
e. details of any embargo which the issuer has placed on the regulated information prior to the general availability of the issuer.
1 As a body responsible for the storage of regulated information as specified in: Article 5:25m, Fifth paragraph, of the Act the Authority shall be appointed Financial Markets.
2 The Financial Markets Authority shall ensure that:
a. the security of stored regulated information is ensured in such a way that the risk of data alteration and unauthorised access is excluded as far as possible, and security of the source of regulated information is ensured;
b. The regulated information at the time of storage is provided with a date and time stamp;
c. the stored regulated information is accessible to the public within five working days of receipt, in a simple manner and at the latest; and
d. the centralised storage of regulated information shall be established in such a way that cooperation with other bodies in charge of central storage of regulated information may take place in a simple manner.
1 The management report of an issuer with a registered office in a non-Member State and of which the Netherlands is a Member State of origin, Article 5:25v of the Act to make its annual financial reporting according to the legal provisions in force in that State, at least:
a. A true and fair view of the development and results of the issuer and its group, and of the position of the issuer, and a description of the main risks and uncertainties to which it is confronted. The Board report includes a balanced and complete analysis of the development and results of the issuer and its group and of the position of the issuer consistent with the size and complexity of the issuer. the holding;
b. information on the major events that took place after the end of the financial year; and
c. information on the expected development of the issuer.
2 The analysis referred to in paragraph 1 shall contain the essential financial and, where applicable, non-financial performance indicators necessary to understand the specific issuer and its group, relevant to the specific issuer and its group. in the development, results and position of the issuer.
1 The half-yearly administrative report of an issuer with a registered office in a non-Member State and of which the Netherlands is a Member State of origin, Article 5:25v of the Act to make its half-yearly financial reporting according to the legal provisions in force in that State, at least to include:
a. an overview of the reporting period; and
b. information about the likely future development of the Issuer in the remaining six months of the financial year.
2 If an issuer referred to in the first member of which shares are admitted to trading on a regulated market, the half-yearly management report shall also indicate the most important transactions connected with the issuer of the issuer. parties in so far as they are not already publicly disclosed.
An issuer whose registered office is in a non-Member State and of which the Netherlands is a Member State of origin, Article 5:25v of the Act to provide for its half-yearly financial reporting in accordance with the legal provisions in force in that State, in its half-yearly and annual financial reporting, to the persons covered by the legislation of that State; be responsible for annual and half-yearly financial reporting, in respect of each case:
a. The conformity of the financial statements with the applicable reporting requirements; and
b. the fidelity of the statement in the management report.
1 A consolidation-like issuer with a registered office in a State which is not a Member State and of which the Netherlands is a Member State of origin and which is Article 5:25v of the Act makes its annual financial reporting according to the legal provisions in force in that State and which, by virtue of the legislation applicable to it, is not obliged to make its separate financial statements widely available, shall, in its consolidated accounts, include at least the following information:
a. if it concerns an issuer whose shares are admitted to trading on a regulated market, the dividend calculation and the ability to pay dividends; and
b. the minimum requirements for capital and equity, as well as information on its liquidity.
2 The issuer referred to in paragraph 1 shall, at the request of the Authority, provide supplementary audited information on its separate financial statements if this is for the understanding of the parts (a) and (b) of the first paragraph of Article 2 (1) of the (b) that information is of interest. This information may be drawn up in accordance with the accounting standards of the country in which the issuer has its registered office.
1 A non-consolidation-like issuer with a registered office in a non-Member State and of which the Netherlands is a Member State of origin and which is Article 5:25v of the Act makes its annual financial reporting according to the legal provisions in force in that State, sets up its separate financial statements, unless the rules adopted in accordance with Article 3 of the IAS Regulation are adopted. any reporting requirements which are in force or are permitted to be equivalent to that State, in which case the issuer shall make up its position in accordance with the legal requirements in force in that State.
2 If the annual accounts referred to in paragraph 1 have not been drawn up in accordance with Article 3 of the IAS Regulation, the issuer shall present those annual accounts in the form of adjusted financial statements.
The annual accounts referred to in the first paragraph shall be audited by an auditor. If the annual accounts have been drawn up in accordance with the rules in force in that State, the audit may be carried out by an independent auditor, other than an auditor, as referred to in Article 2 (1). Article 5:25a, of the Act which is competent to audit the annual accounts.
The prospectus referred to in Article 5:19a of the Act , at least the information referred to in Article 23, first and second paragraph, of the Directive shall contain alternative investment fund managers.
The annual financial reporting referred to in Article 5:25c of the Act , at least the data referred to in Article 22 (2) of the Directive shall contain alternative investment fund managers.
1 The articles of this Decision shall enter into force on a date to be determined by royal decree, which may be determined differently for the various articles or parts of such articles.
2 Article 16 works back to 1 January 2008.
This decision is cited as: Decision transparency of issuers Wft.
Charges and orders that this Decision will be placed in the Official Journal by means of the note of explanatory note accompanying it.
' s-Gravenhage, 16 December 2008
Beatrix
The Minister of Finance,
W. J. Bos
Published the 24th of December 2008The Minister of Justice,
E. M. H. Hirsch Ballin
