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CLT Blog -WIVO

16 Jan '25

Author(s): Marijn van Tuijl en Daan Deveer

The "WIVO" (in Dutch: Wet Internationaal Verantwoord Ondernemen) is coming! An examination of the first draft of the legislation that aims to transpose the European Due Diligence Directive into Dutch law and outlines the obligations it will impose on Dutch companies.             

The legislature has submitted a first draft of the WIVO for consultation. The WIVO aims the implement the European Due Diligence Directive into Dutch law. In this blog, Daan Deveer discusses the main points of the first draft of the WIVO and the obligations this law will impose on Dutch companies.

Introduction

On 18 November, the legislature submitted the first draft of the WIVO for consultation.[1] The WIVO is intended to transpose the European Corporate Sustainability Due Diligence Directive (CSDDD)[2] into Dutch law. This draft will provide Dutch companies a clearer understanding of the new obligations they will face and the Dutch bodies responsible for overseeing compliance.  

WIVO background: the CSDDD

The WIVO thus stems from the CSDDD, the EU directive that officially came into force in Europe on 25 July 2025. The CSDDD is part of the European 'Green Deal', the European Commission's series of policy initiatives aimed at promoting sustainable development and making Europe climate neutral by 2050. In that context, the CSDDD prescribes a number of new (due diligence) obligations to large EU companies on, among other things, ensuring sustainability in their value chain. For a substantive discussion of the CSDDD itself, see this blog by my colleagues.

The CSDDD is an EU directive, meaning that member states are required to transpose it into their national legislation, unlike an EU regulation, which is directly applicable in all member states. With the first draft of the WIVO, the Dutch legislator outlines how it intends to implement and enforce the CSDDD in the Netherlands. The legislator has stated its intention to implement the CSDDD in the most straightforward and least burdensome way possible, ensuring that only the necessary provisions are included in the bill to minimize the impact on companies.[3]

Key points WIVO

The key points of the first draft of the WIVO are as follows:

1. In principle, the WIVO applies only to large companies;

The WIVO only applies to companies with more than 1,000 employees and a turnover of more than EUR 450 million. The WIVO also applies to non-EU companies with a branch in the Netherlands and a turnover of EUR 450 million in Europe.

In addition, the WIVO also applies to companies that receive royalties from franchise or licence agreements within the EU of more than EUR 22.5 million, and have a turnover of more than EUR 80 million. Certain companies in the financial sector are (partially) exempt.

Note, however, that the WIVO may also apply indirectly to smaller companies. This will be discussed further in this blog.

2. These large companies must take human rights and the environment into account;

The WIVO stipulates that relevant companies must - in short - establish and maintain a policy of due diligence to mitigate (potential) negative impacts on human rights and the environment. This policy should aim to identify, prevent and remedy those (potential) negative impacts. Important elements of this policy, according to the WIVO, are a well-functioning complaints procedure for reporting to the company justified concerns about those (potential) negative impacts, effective monitoring of the company's activities and measures taken with regard to compliance with this policy and transparent communication to the outside world in that context. 

Companies have to establish and maintain these policies not only in relation to their own operations, but also in relation to the operations of subsidiaries and 'established business relationships', i.e. long-term relationships that are an essential part of the company's value chain. This means, therefore, that the WIVO will also indirectly affect smaller companies, for example, through the fact that large companies will impose additional requirements on their business partners to fulfil their obligations under the WIVO.

3. These large companies must have a plan to combat climate change;

In addition, relevant companies should prepare a 'climate transition plan' that aligns the business model and strategy with the Paris Agreement's climate goals, such as limiting warming to 1.5°C and climate neutrality by 2050. This plan should include clear targets with a concrete timeline to advance the aforementioned climate goals. In addition, the plan should, among other things, explain investments and resources used to support the implementation of the plan, as well as describe the involvement of management or supervisory bodies of the company in the implementation of the plan.

4. Companies must issue an annual statement;

Companies must publish an annual statement on the implementation of their due diligence policy and climate transition plan. These statements must be accessible and comply with European data exchange standards. Exceptions are possible for companies that already report under other sustainability rules, such as the Corporate Sustainability Reporting Directive (CSRD).

5. The Consumer and Market Authority (in Dutch: Autoriteit Consument en Markt - ACM) is designated as the regulator and will enforce the WIVO;

The ACM will be tasked with monitoring compliance with the law and organising enforcement. This will take place in close cooperation with other (European) supervisory authorities. As part of enforcement, the ACM can, among other things, prescribe binding policies, impose (provisional) measures and impose sanctions such as an administrative fine of up to 5% of the company's consolidated net worldwide turnover.

Article 29 of the CSDD requires that companies should also be able to be held civilly liable for damages resulting from the breach of their obligations under that directive. However, the WIVO does not contain a new ground for civil liability. The reason is that the legislator believes that Dutch law in books 3 and 6 of the Dutch Civil Code already adequately provides for such grounds for liability.[4]

Incidentally, the WIVO provides that the Rotterdam District Court and the Trade and Industry Appeals Tribunal (in Dutch: College van Beroep voor het bedrijfsleven) are designated as the competent administrative courts.

Conclusion

The WIVO bill gives a concrete picture of the implementation of the CSDDD in Dutch law. For large companies, this will therefore entail a multitude of (due diligence) obligations that the ACM will oversee. However, the bill is not yet final. It is therefore possible that the final WIVO will differ on a number of (minor) points. 

Do you still have questions about the possible impact of the WIVO and/or the CSDDD on your business operations? The team of Ploum's Customs, Trade and Logistics section has considerable expertise in European legislation related to trade and logistics, and would be happy to help you. To do so, please contact Marijn van Tuijl (m.vantuijl@ploum.nl). 


[1] Location: https://www.internetconsultatie.nl/wivo/b1

[2] Also known as the Corporate Sustainability Due Diligence Directive (CSDDD), or in full:  Directive (EU) 2024/1760 of the European Parliament and of the Council of 13 June 2024 on corporate sustainability due diligence and amending Directive (EU) 2019/1937 and Regulation (EU) 2023/2859.

[3] This follows from section 2.3 of the bill's explanatory memorandum.

[4] See explanatory memorandum bill WIVO par. 4.1.1

Contact

Attorney at law, Partner

Marijn van Tuijl

Expertises:  Food safety & product compliance , Customs, Transport law, Food, Transport and Logistics, Customs, Trade & Logistics, Customs and International Trade, Enforcement and sanctions, International Sanctions and Export Controls, E-commerce,

Attorney at law

Daan Deveer

Expertises:  Customs, Transport law, Food safety & product compliance , Food, Transport and Logistics, Customs, Trade & Logistics, Customs and International Trade,

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