RJ 400, 404 and 405: management report, remuneration report and supervisory board report

The short answer

Medium-sized and large entities prepare a management report (art. 2:391 DCC); micro and small entities and a subsidiary with a 403 declaration are exempt. RJ 400 lists eleven topics, from policy and financial development to risks and expectations, with extra requirements for large entities and public-interest entities. RJ 404 and 405 apply mainly to listed companies.

Updated 30 October 2026

Key facts

Who prepares a management report

The management report gives a true and fair view of the position on the balance sheet date, the development during the financial year and the results of the legal entity and of the group companies whose financial data are included in its annual accounts.

Medium-sized and large entities under Title 9 of Book 2 of the Dutch Civil Code must prepare one, including a foundation or association with an enterprise that falls under art. 2:360(3) DCC. Micro and small entities are exempt, as is a subsidiary that uses the 403 exemption (RJ 400.1006). The report is in Dutch, unless the general meeting has chosen another language. It belongs with the annual report but not with the annual accounts, may not conflict with them, and is read by the auditor for consistency and material misstatements (art. 2:391(4) and 2:393(3) DCC). Explanations of individual items belong in the notes, not in the report (RJ 400.1042).

The eleven topics of RJ 400

RJ 400.1001 elaborates the law into eleven topics for medium-sized and large entities. How extensively you cover them depends on size and complexity; vague generalities are exactly what the law wants to prevent (RJ 400.1004).

1. Policy and course of business, with a look back at what you expected last year and what came of it (RJ 400.1014).
2. Objectives and core activities: products, markets, customer groups, suppliers.
3. Structure and staff: legal and group structure, where relevant the structure regime, organisation and headcount.
4. Financial development: turnover and result, solvency and liquidity, cash flows and financing needs, balanced and complete (RJ 400.1041).
5. Risks and control: the main risks, the risk appetite, the measures, the possible impact and which risks materialised.
6. Culture and behaviour: how the board uses soft control measures.
7. Financial instruments: objective and policy of risk management and the price, credit, liquidity and cash flow risks (art. 2:391(3) DCC).
8. Codes of conduct that the entity applies and how they are complied with.
9. Research and development.
10. Expectations: investments, financing, staff and the circumstances on which turnover and profitability depend (art. 2:391(2) DCC).
11. Other topics needed for the picture.

A medium-sized entity does not have to provide non-financial performance indicators, but the Council recommends taking note of the extra topics for large entities; including them is a choice (RJ 400.0003).

Extra for large entities, public-interest entities and listed companies

• Large: financial and, where necessary for proper understanding, non-financial performance indicators, including environment and staff; the Council provides a framework for social aspects of business (RJ 400.2). A large NV (public limited company) or BV (private limited company) must also set a target and a plan for a more balanced ratio of men to women on the board, supervisory board and in senior management, report on this to the SER (the Dutch Social and Economic Council) within ten months and state it in the management report (RJ 400.2.02; art. 2:166 and 2:276 DCC).
• Large public-interest entity with an average of more than 500 employees: a non-financial statement under the Dutch Decree on disclosure of non-financial information (Besluit bekendmaking niet-financiële informatie) (RJ 400.3013).
• Listed: information on capital structure and control, the corporate governance statement and the provisions of the Dutch corporate governance code of 20 March 2025, which applies to financial years from 2025 (RJ 400.4); in addition a separate statement on financial reporting.

RJ 404 and RJ 405: remuneration and supervision

The remuneration report of art. 2:135b DCC is mandatory for an NV with listed shares or depositary receipts and also contains the individual data of art. 2:383c to 383e DCC; the corporate governance code additionally requires a remuneration report from the supervisory board, and both may be combined in one document (RJ 404.102 and 404.103). RJ 405 deals with the report in which the supervisory board accounts for its supervision. That follows from the code, which applies to listed companies and to large companies with a balance sheet value above € 500 mln whose shares are traded on a multilateral trading facility (RJ 405.104). There is no other legal basis (RJ 405.102). A family BV with a supervisory board is therefore not required to produce such a report; if it includes one voluntarily, RJ 405 can serve as a guide.

Sustainability and the CSRD: the position on 27 October 2026

The European CSRD (Directive (EU) 2022/2464) should have been in Dutch law by 6 July 2024 at the latest. That did not happen: according to the Dutch Accounting Standards Board (Raad voor de Jaarverslaggeving), the implementing decree under art. 2:391a(2) DCC was not in force, and the implementing bill (Kamerstukken 36678) was, according to the Senate (Eerste Kamer), still pending in the House of Representatives (Tweede Kamer) on 27 October 2026. Meanwhile the directive itself changed: the stop-the-clock directive (EU) 2025/794 postponed the later waves, and the amending directive (EU) 2026/470, published in February 2026 and to be transposed before 19 March 2027, limits the obligation to undertakings with an average of more than 1.000 employees and more than € 450 mln net turnover.

A micro, small or medium-sized entity cannot have more than 1.000 employees and more than € 450 mln turnover at the same time without exceeding two thresholds for medium-sized; for SMEs, the CSRD therefore mainly changes things through customers and banks asking for information. The voluntary VSME standard is intended for that; see the VSME report. Follow the current position on the Board's pages.

Case: last year's expectation did not come true

Kunststofgroep Twentekanaal BV is medium-sized. In the management report for 2025 the board wrote: turnover growth of 5% in 2026, an investment of € 2,1 mln in an extrusion line, € 1,5 mln of it financed by a bank loan, and growth from 140 to 150 full-time jobs. In 2026 a customer that accounted for 18% of turnover was lost. Turnover fell from € 35,0 mln to € 33,95 mln (−3,0%), the investment slipped to the second quarter of 2027 and staffing came to 138 full-time jobs.

As a medium-sized BV, Twentekanaal does not have to provide non-financial indicators. It does choose to state energy consumption per tonne of product, because its bank asks for it.

By size class

Common mistakes

• A promotional text without setbacks; the law asks for a balanced analysis.
• Skipping the look back at last year's expectations.
• Putting breakdowns of balance sheet items in the report instead of in the notes.
• Quoting key figures that do not tie in with the annual accounts, or own ratios without a definition (RJ 430.104).
• Assuming that the CSRD already applies directly to a medium-sized BV.

How it works in Jaarrekening.io

For medium-sized and large entities, the AI in Jaarrekening.io writes an editable draft of the management report under art. 2:391 DCC, with key figures from the annual accounts. For micro and small entities this step does not apply. The judgement on risks and expectations remains the board's.

Sources

• Art. 2:391 DCC: content of the management report (wetten.overheid.nl)
• Art. 2:391a DCC: further rules by order in council
• Dutch Accounting Standards Board: implementation of the CSRD in Dutch law
• Dutch Accounting Standards Board: status of the sustainability reporting implementing decree
• Dutch Accounting Standards Board: content of the Omnibus agreement on the CSRD
• Eerste Kamer (Dutch Senate): bill 36678 Act implementing the sustainability reporting directive
• Dutch Accounting Standards Board: the Guidelines and the bundles (rjnet.nl)

Read more