In less than a month, Dutch parliament will debate the future of the country’s sustainability disclosure rules.
After nearly two years of delays and missed deadlines – triggering official infringement proceedings by the European Union – the Netherlands will finally start transposing the Corporate Sustainability Reporting Directive (CSRD).
The draft Bill has various controversial elements that need to be ironed out, including the fact that, in its current form, it would apply retroactively – meaning disclosures would be required from 2024, when the law was originally meant to apply.
For most investors, though, the most consequential part of the upcoming negotiations is about whether they should get a say on their portfolio companies’ sustainability statements.
“We’re pushing for an amendment to the proposal, to give shareholders an annual vote on CSRD reports,” explains Rients Abma, the executive director of Dutch shareholder advocacy body Eumedion.
The campaign is being run by a coalition that also includes European Investors-VEB, the Dutch Fund and Asset Management Association, the Dutch Association of Investors for Sustainable Development, and the MNO Foundation for work councils.
They’re asking Dutch politicians to table an amendment to the draft bill, ahead of the official debate on 2 March, which would see firms in scope of CSRD required to get their reports signed off by investors at their annual meetings.
“Given that CSRD puts the sustainability statement on a level with the financial statement, and shareholders get to approve the financial statements each year, we think they should be able to do the same for the sustainability statement,” Abma says.
There are other countries that already offer investors such a vote.
In Spain, for example, a sustainability report disclosed in compliance with the EU Non-Financial Reporting Directive (the CSRD’s predecessor) is treated as part of a company’s management reports, even when it’s been published as a stand-alone document.
“As a result, it is submitted to the AGM together with the management report and is approved in that context,” says Leonie Timmers, a senior ESG specialist at law firm Herbert Smith Freehills Kramer.
“The CSRD has not yet been transposed into Spanish law, but our understanding is that the sustainability report under CSRD will follow the same approval process.”
In Estonia, shareholders are given a vote on the sustainability statement as part of its annual meeting – although, given how vastly the scope of CSRD is expected to be cut during current revisions, it’s unlikely to continue applying to many firms in the country.
When it comes to giving investors a dedicated ‘say-on-sustainability’ at AGMs, Switzerland is the furthest ahead.
For two years, companies in the country have been mandated to produce a report on their environmental and social performance.
Unlike the CSRD, which is underpinned by the European Sustainability Reporting Standards (ESRS), the Swiss rules aren’t prescriptive.
On the climate side, firms have to base their reporting on the Taskforce on Climate-related Financial Disclosures (TCFD), but everything else is at their discretion.
Instead of setting out specific expectations, the Swiss law allows shareholders to decide whether each company has provided sufficient information.
“It says that the sustainability statement should be approved by the same body that approves the financial statement: the AGM,” says Vincent Kaufmann, the chief executive officer of Swiss investor body Ethos Foundation.
According to the latest data collected by Ethos, 137 Swiss companies were consequently forced to put their report to a vote in 2025. In 2024, the average level of support for the documents was 97.4% (compared to 86.9% for remuneration votes), but this fell to 95.2% last year, as investor expectations slowly began to crystallise.
“It’s unclear what would happen if shareholders actually rejected the sustainability statement,” says Kaufmann.
“But our experience so far is that giving shareholders a vote means companies pay more attention to how their disclosures will be received by investors and proxy advisors, and that’s a helpful tool for engagement, as well as driving better quality reports.”
