Royal Decree of 5 December 2016 amending the Royal Decrees on the annual accounts of credit institutions, investment firms, and management companies of undertakings for collective investment and of insurance and reinsurance undertakings

FEDERAL PUBLIC SERVICE ECONOMY, SMEs, MIDDLE CLASSES AND ENERGY [C − 2017/20167] 5 DECEMBER 2016. — Royal Decree amending the Royal Decrees on the annual accounts of credit institutions, investment firms and management companies of undertakings for collective investment and of insurance and reinsurance undertakings REPORT TO THE KING Sire, The decree submitted for Your signature aims to introduce various amendments to the Royal Decree of 23 September 1992 on the annual accounts of credit institutions, investment firms and management companies of undertakings for collective investment (hereinafter 'Decree of 23 September 1992') and to the Royal Decree of 17 November 1994 concerning the annual accounts of insurance and reinsurance undertakings (hereinafter 'Decree of 17 November 1994'). The amendments to the aforementioned decrees submitted to You primarily aim to bring these decrees into line with the provisions of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Directives 78/660/EEC and 83/349/EEC of the Council (hereinafter 'Directive 2013/34/EU'). Furthermore, this opportunity is also used to adapt some provisions of the aforementioned decrees that need to be updated. Updating of the Decrees Various amendments are proposed for the updating of the decrees. In the Decree of 23 September 1992, the reference to the repealed law of 22 March 1993 on the status and supervision of credit institutions was replaced by the reference to the corresponding provision in the law of 25 April 2014 on the status and supervision of credit institutions. In the same way, the reference to the law of 20 July 2004 concerning certain forms of collective management of investment portfolios was replaced by the corresponding provisions of the law of 3 August 2012 concerning undertakings for collective investment that meet the conditions of Directive 2009/65/EC and undertakings for investment in claims and the law of 19 April 2014 concerning alternative undertakings for collective investment and their managers. Furthermore, in this decree, the references to the repealed law of 17 July 1975 relating to the accounting of undertakings were replaced by the corresponding provisions in the Code of Economic Law. The same applies to the references in this decree to the coordinated laws on commercial companies, which were replaced by references to the corresponding provisions of the Companies Code. A translation error in the Dutch text of this decree was also corrected. In the Decrees of 23 September 1992 and 17 November 1994, amendments were subsequently also made to replace outdated concepts with the correct, updated concepts. For example, in both decrees, the concepts of 'pre-pensions' and 'bearer shares' were replaced by the concepts
of 'unemployment with company supplement' and 'dematerialized shares'. Transposition of Directive 2013/34/EU Regarding the transposition of Directive 2013/34/EU, it should first be noted that since its entry into force, this directive forms the basis for European financial reporting law (formerly called annual accounts law). The former Fourth Directive 78/660/EEC of the Council of 25 July 1978 concerning the annual accounts of certain types of companies (hereinafter 'Directive 78/660/EEC') and the Seventh Directive 83/349/EEC of the Council of 13 June 1983 concerning consolidated accounts (hereinafter 'Directive 83/349/EEC'), which formed the basis for European financial reporting law before the entry into force of Directive 2013/34/EU, were repealed by Directive 2013/34/EU. Due to their special nature, the European financial reporting requirements for, on the one hand, credit institutions and other financial institutions, and, on the other hand, insurance undertakings, are supplemented by additional specific European requirements. For credit institutions, these specific requirements are laid down in Directive 86/635/EEC of the Council of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions. For insurance undertakings, the specific requirements are laid down in Directive 91/674/EEC of the Council of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings. These specific requirements always take precedence over the provisions of Directive 2013/34/EU in case of incompatibility or contradiction. This principle is also explicitly included in the seventh recital of Directive 2013/34/EU. The amendments intended to integrate the new financial reporting requirements, included in Directive 2013/34/EU, into Belgian annual accounts law for institutions and undertakings, first relate to the principle of non-offsetting. This principle stipulates that offsetting or netting of assets or liabilities, rights and obligations, and costs and revenues included in the annual accounts is in principle always prohibited. Only when offsetting is expressly permitted can this possibility be used. Article 6, second paragraph, of Directive 2013/34/EU now stipulates that institutions or undertakings that proceed to offsetting or netting in cases where offsetting or netting is expressly permitted, must state the amounts to be offset as gross amounts in the notes to the annual accounts. The decree submitted to you amending the Decrees of 23 September 1992 and 17 November 1994 aims to integrate this new obligation into these decrees. It is subsequently also possible that an asset or liability item, or a cost or revenue, may be included under several items in the balance sheet or in the profit and loss account. In such cases, the asset or liability item, or the cost or revenue, must be included under the item that is most appropriate in light of the principle of a true and fair view. Article
12, first paragraph, of Directive 2013/34/EU now stipulates that in such cases, the relationship with the other items must be stated in the notes. The provisions included in the present decree meet this requirement.
Article 12, twelfth paragraph, of Directive 2013/34/EU clarifies that a provision recognized at the balance sheet date must represent the best estimate of the costs considered probable or, in the case of an obligation, the best estimate of the amount required to fulfill that obligation at the balance sheet date. The present decree makes the same clarification in the Decrees of 23 September 1992 and 17 November 1994.

Directive 2013/34/EU also has implications for the accounting treatment of research costs. These costs can no longer be capitalized. The present decree makes the necessary amendments to the decrees of 23 September 1992 and 17 November 1994 to comply with this requirement. The present decree also introduces changes to the depreciation regime for capitalized development costs and goodwill. Directive 2013/34/EU stipulates in Article 12, eleventh paragraph, second subparagraph, that development costs and goodwill must in principle always be depreciated over their useful life. If, in exceptional cases, this useful life cannot be reliably estimated, these assets must be depreciated over a maximum period to be determined by the Member States, of at least five years and at most ten years. The present decree sets this maximum period at ten years. Furthermore, the period over which goodwill is depreciated must be explained in the notes to the annual accounts. Depreciations and impairment losses on goodwill are not reversed. Finally, Directive 2013/34/EU also requires institutions and undertakings to include additional information in the notes to the annual accounts to ensure that the recipients of the annual accounts are properly informed about their financial position. For example, the present decree introduces a new note on the relations of institutions and undertakings with associated undertakings within the meaning of Article 12 of the Companies Code. This note complies with the requirement of Article 16, first paragraph, d), of Directive 2013/34/EU, which stipulates that financial obligations not included in the balance sheet and entered into by the institution or undertaking with associated undertakings must be stated separately in the notes. However, the present decree goes further than what is strictly required by Directive 2013/34/EU. Institutions and undertakings are not only required to state their obligations towards associated undertakings not included in the balance sheet, but they must also provide additional information about their relations with these associated undertakings (such as the amount of financial fixed assets, the amount of receivables and payables, the amount of personal and business guarantees, and other significant financial obligations). Institutions and undertakings must also include a new note providing information on the nature and financial impact of material events that have occurred after the balance sheet date and are not reflected in the profit and loss account or the balance sheet. This note is imposed by Article 17, first paragraph, q), of Directive 2013/34/EU. Directive 2013/34/EU also expands the information that institutions and undertakings must provide about their financial relations with their directors and managers. Whereas in the past, institutions and undertakings only had to disclose the amount at the end of the financial year regarding claims of the institutions or undertakings on their directors or
managers, any liabilities in their favor, and other significant obligations entered into in their favor, they must now, pursuant to Article 16, first paragraph, e), of Directive 2013/34/EU, provide the following information: the amount at the end of the financial year of outstanding claims on directors and managers, as well as guarantees granted in their favor and other significant obligations entered into in their favor, stating the interest and duration of these claims, the main conditions, and any amounts repaid or waived. Finally, Directive 2013/34/EU stipulates in Article 6, first paragraph, j), that the general requirements of this directive regarding recognition, measurement, presentation, and disclosure of information do not have to be complied with if the effect of compliance is not material. However, Article 6, fourth paragraph, of Directive 2013/34/EU stipulates that Member States may limit the application of the materiality principle referred to in the previous sentence to the presentation of the financial statements and the disclosure of information. It is proposed to You to make use of this option for the Member States and not to introduce the materiality principle with regard to the recognition and measurement of information in the annual accounts. Given the importance for the financial system of the institutions and undertakings falling within the scope of the decrees of 23 September 1992 and 17 November 1994, it is desirable to subject these institutions and undertakings to the broadest financial reporting obligations. Based on the option provided in Directive 2013/34/EU, the materiality principle should therefore only be introduced with regard to the presentation of the financial statements and the disclosure of information. As regards the presentation of the financial statements, however, Directives 86/635/EEC and 91/674/EEC impose specific formats for the preparation of the balance sheet and the profit and loss account from which institutions and undertakings cannot deviate. The provisions of these directives therefore take precedence over the obligation included in Directive 2013/34/EU for Member States to introduce a materiality principle with regard to the provisions concerning the presentation of the financial statements. Based on the foregoing, the present decree therefore exclusively provides for the introduction of a materiality principle in the decrees of 23 September 1992 and 17 November 1994 with regard to the information to be included in the notes. Furthermore, the present decree brings the decrees of 23 September 1992 and 17 November 1994 into line with certain reporting requirements that were previously also included in Directives 78/660/EEC and 83/349/EEC. Firstly, these are the adjustments necessary to bring the decrees of 23 September 1992 and 17 November 1994 into line with Article 7, second paragraph, third subparagraph, of Directive 2013/34/EU. Article 7, first paragraph, of Directive 2013/34/EU gives
Member States the option to allow institutions and undertakings to value fixed assets at revalued amounts. Article 7, second paragraph, first and second subparagraphs, of Directive 2013/34/EU then stipulates that the difference between, on the one hand, the valuation based on the acquisition price or production costs and, on the other hand, the valuation based on a revaluation, must be included in the balance sheet in the revaluation reserve under equity, and that this revaluation reserve can be converted into capital, wholly or partly, at any time. Directive 2013/34/EU also stipulates that Member States may establish rules for the use of the revaluation reserve. Pursuant to this provision, the decrees of 23 September 1992 and 17 November 1994 stipulate that a revaluation surplus incorporated into capital may never be used, directly or indirectly, to wholly or partly offset carried-forward losses for the unamortized portion of the revaluation surplus. Furthermore, the decrees of 23 September 1992 and 17 November 1994 also stipulate that revaluation surpluses allocated to the revaluation reserve may only be converted into capital for the portion of the revalued amount reduced by the estimated taxes thereon. Finally, in the decrees of 23 September 1992 and 17 November 1994, in accordance with Article 7, second paragraph, third subparagraph, in fine, of Directive 2013/34/EU, it is stipulated that amounts from the revaluation reserve may not be distributed, either directly or indirectly, unless they correspond to a realized revaluation surplus or to a depreciation on the revaluation surplus that has or has not been transferred to a reserve up to the amount of the depreciations recorded on the revaluation surplus. Furthermore, it also concerns the proposed adjustments in the present decrees to the notes that must be provided on the personnel and personnel costs of institutions and undertakings. Article 17, first paragraph, e), of Directive 2013/34/EU requires that the average number of employees to be stated by institutions and undertakings also be broken down by categories. Institutions and undertakings must also provide a statement of the personnel costs for the financial year, subdivided into wages and salaries, social security costs, and pension costs. The present decree amends the decrees of 23 September 1992 and 17 November 1994 in such a way that the statement of the average number of employees must be further broken down into management personnel, employees, workers, and other personnel. The present decree also introduces in the decree of 23 September 1992 the obligation to include the aforementioned information on personnel costs in the notes. Furthermore, in accordance with Article 18, first paragraph, b), of Directive 2013/34/EU, information must be provided in the notes of institutions and undertakings regarding financial relations with their auditor and with persons connected to them. This specifically concerns the remuneration of the
auditor, the remuneration paid or granted for exceptional work or special assignments performed within the institution or undertaking by the auditor (broken down by type of assignment), and the remuneration paid or granted for special assignments performed within the institution or undertaking by persons connected to the auditor (broken down by type of assignment).

to be granted for exceptional assignments carried out within the institution or enterprise by persons linked to the auditor. Finally, the disclosures required under Article 133, § 6, of the Companies Code must also be included.

This decree introduces, pursuant to Article 17, first paragraph, point c) of Directive 2013/34/EU, into the decrees of 23 September 1992 and 17 November 1994, first, a new mandatory disclosure regarding the valuation of derivative financial instruments based on fair value. For the disclosure of the "nature" of the instruments in this note, institutions are expected to communicate the type or kind of derivative instruments. Furthermore, institutions and enterprises must, for financial fixed assets recognized at an amount higher than their fair value, disclose both the net book value and the fair value of the individual assets. They must also disclose the reasons why the net book value of these assets was not reduced, specifying the nature of the indications underlying the assumption that the net book value can be realized. These latter disclosures may also be provided for appropriate groups of these individual assets.

Finally, this decree introduces into the decree of 17 November 1994 a new disclosure regarding the list of enterprises for which the enterprise is unlimitedly liable in its capacity as an unlimitedly liable partner or member. This brings this decree into conformity with the requirement of Article 17, first paragraph, point k) of Directive 2013/34/EU.

Article-by-article discussion

Article 1. This article requires no comment.

Articles 2 and 3. Articles 2 and 3 serve to update the decree of 23 September 1992 on the annual accounts of credit institutions, investment firms, and management companies of collective investment undertakings (hereinafter 'decree of 23 September 1992').

Article 4. This article concerns supplementary disclosure to be provided in the event of offsetting or netting between assets and liabilities, between rights and obligations, and between expenses and income. To this end, the decree of 23 September 1992 is adapted.

Article 5. This article concerns supplementary disclosure to be provided when an asset or liability item may fall under several items or sub-items of the balance sheet, or when income or expenses may fall under several items or sub-items of the income statement. To this end, the decree of 23 September 1992 is adapted.

Article 6. This article brings clarifications to the decree of 23 September 1992 regarding the valuation of provisions for risks and costs.

Article 7. This article serves to update the decree of 23 September 1992.

Article 8. This article serves to update the decree of 23 September 1992.

Article 9. This article serves to update the decree of 23 September 1992.

Article 10. This article introduces a new depreciation regime in the decree of 23 September 1992 for development costs and goodwill. This article also stipulates that depreciation and impairments on goodwill cannot be reversed.

Article 11. This article brings clarifications to the decree of 23 September 1992 regarding the accounting treatment of the revaluation of tangible fixed assets, participations, and shares included in financial fixed assets.

Article 12. Article 12, 1° and 2°, serve to update the decree of 23 September 1992.

Article 12, 3°, concerns supplementary disclosure regarding the shareholder structure of the institutions at the year-end date. To this end, the decree of 23 September 1992 is adapted.

Article 12, 4°, concerns supplementary disclosure to be provided regarding personnel and personnel costs. To this end, the decree of 23 September 1992 is adapted.

Article 12, 5°, a), serves to update the decree of 23 September 1992.

the establishment or the enterprise by persons with whom the auditor is linked. Finally, it is also necessary to indicate the mentions required in application of Article 133, paragraph 6, of the Companies Code.

The present decree introduces, in application of Article 17, paragraph 1, point c) of Directive 2013/34/EU, into the decrees of 23 September 1992 and 17 November 1994, mandatory indications concerning the valuation of financial instruments on the basis of fair value. Regarding indications on the "nature" of the instruments, it is expected from the establishments that they communicate the type or the kind of derivative instruments. Furthermore, for financial fixed assets accounted for at an amount higher than their fair value, the establishments and the enterprises are required to mention both the net book value and the fair value of the assets taken individually. They must additionally indicate the reasons why the net book value has not been reduced, and notably the elements that allow supposing that the net book value will be realized. These last indications can also be grouped in an adequate manner.

Finally, the present decree introduces into the decree of 17 November 1994 a new indication on the deposit by the enterprise of a list of the enterprises for which it responds in an unlimited manner in the capacity of partner or member indefinitely liable. By doing so, the present decree is brought into conformity with Article 17, paragraph 1, point k), of Directive 2013/34/EU.

Commentary on the articles

Article 1st. This article does not require any commentary.

Articles 2 and 3. Articles 2 and 3 ensure the updating of the Royal Decree of 23 September 1992 relating to the annual accounts of credit establishments, investment enterprises, and management companies of collective investment undertakings (hereinafter referred to as "decree of 23 September 1992").

Article 4. This article concerns a supplementary annex to be provided in case of offsetting between assets and debts, between rights and obligations, and between charges and products. The decree of 23 September 1992 is adapted for this purpose.

Article 5. This article concerns a supplementary annex to be provided when an element of the asset or the liability could simultaneously fall under several items or sub-items of the balance sheet or when a product or a charge could simultaneously fall under several items or sub-items of the income statement. The decree of 23 September 1992 is adapted for this purpose.

Article 6. This article brings clarifications, in the decree of 23 September 1992, concerning the evaluation of provisions for risks and charges.

Article 7. This article ensures the updating of the decree of 23 September 1992.

Article 8. This article ensures the updating of the decree of 23 September 1992.

Article 9. This article ensures the updating of the decree of 23 September 1992.

Article 10. This article introduces, in the decree of 23 September 1992, a new depreciation regime for development costs and goodwill. This article also provides that the depreciation and value reductions on goodwill cannot be recovered.

Article 11. This article brings clarifications to the Royal Decree of 23 September 1992 concerning the accounting treatment of the revaluation of tangible fixed assets as well as participations, shares, and units appearing in the financial fixed assets.

Article 12. Article 12, 1° and 2°, ensures the updating of the decree of 23 September 1992.

Article 12, 3°, concerns a supplementary annex concerning the shareholding structure of the establishments at the date of closing the accounts. The decree of 23 September 1992 is adapted for this purpose.

Article 12, 4°, concerns a supplementary annex to be provided concerning the personnel and the personnel costs. The decree of 23 September 1992 is adapted for this purpose.

Article 12, 5°, a), ensures the updating of the decree of 23 September 1992.

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Article 12, 5°, b), concerns a supplementary annex to be provided concerning the nature and the financial impact of significant events occurring after the balance sheet date which are not taken into account in the balance sheet or in the income statement. The decree of 23 September 1992 is adapted for this purpose.

Article 12, 6°, concerns the expansion of the supplementary disclosure of certain data regarding directors and managers of the establishments, and of certain data regarding the auditor and the persons with whom he is linked. To this end, the decree of 23 September 1992 is adapted.

Article 12, 7°, concerns a supplementary annex to be provided concerning the fair value of financial instruments and financial fixed assets. To this end, the decree of 23 September 1992 is adapted.

Article 12, 8°, concerns a supplementary annex to be provided concerning the relations with associated enterprises. To this end, the decree of 23 September 1992 is adapted.

Article 12, 9°, introduces a materiality principle regarding the information to be provided in the notes.

Article 13. Article 13, 1° and 2°, relate to updating the decree of 23 September 1992.

Article 13, 3°, clarifies in the decree of 23 September 1992 what is precisely meant by the terms 'fair value' for the preparation of the supplementary note referred to in Article 12, 7°, of this decree. This provision also clarifies in which cases commodity contracts must be considered as derivative financial instruments.

Article 14. This article concerns a supplementary annex to be provided in the event of offsetting or netting between assets and liabilities, between rights and obligations, and between expenses and income. To this end, the decree of 17 November 1994 is adapted.

Article 15. This article concerns supplementary disclosure to be provided when an asset or liability item may fall under several items or sub-items of the balance sheet, or when income or expenses may fall under several items or sub-items of the income statement. To this end, the decree of 17 November 1994 is adapted.

Article 16. This article brings clarifications to the decree of 17 November 1994 regarding the valuation of provisions for risks and costs.

Article 17. This article serves to update the decree of 17 November 1994.

Article 18. This article introduces a new depreciation regime in the decree of 17 November 1994 for development costs and goodwill. This article also stipulates that depreciation and impairments on goodwill cannot be reversed.

Article 19. This article serves to update the decree of 17 November 1994.

Article 20. This article brings clarifications to the decree of 17 November 1994 regarding the accounting treatment of the revaluation of tangible fixed assets, participations, and shares included in financial fixed assets.

Article 21. Article 21, 1°, concerns supplementary disclosure regarding the enterprises for which the enterprise is unlimitedly liable in its capacity as an unlimitedly liable partner or member. To this end, the decree of 17 November 1994 is adapted.

Article 21, 2°, concerns supplementary disclosure to be provided regarding the fair value of financial instruments and financial fixed assets. To this end, the decree of 17 November 1994 is adapted.

Article 21, 3°, serves to update the decree of 17 November 1994.

Article 21, 4°, concerns supplementary disclosure to be provided regarding personnel. To this end, the decree of 17 November 1994 is adapted.

Article 21, 5°, concerns supplementary disclosure to be provided regarding the nature and financial consequences of material events that occurred after the balance sheet date and which are not reflected in the balance sheet or the income statement. To this end, the decree of 17 November 1994 is adapted.

The article 12, 5°, b), relates to a supplementary annex to be provided concerning the nature and financial impact of significant events subsequent to the balance sheet date which are not taken into account in the balance sheet or in the income statement. The decree of 23 September 1992 is adapted for this purpose.

The article 12, 6°, relates to the extension of certain indications to be provided as supplementary in the annex concerning the administrators and the managers of the establishments, and concerning the auditor and the persons to whom he is linked. The decree of 23 September 1992 is adapted for this purpose.

The article 12, 7°, relates to a supplementary annex to be provided concerning the fair value of financial instruments and financial fixed assets. The decree of 23 September 1992 is adapted for this purpose.

The article 12, 8°, relates to a supplementary annex to be provided concerning the links with associated enterprises. The decree of 23 September 1992 is adapted for this purpose.

The article 12, 9°, establishes a principle of materiality for what concerns the information to be included in the annex of the annual accounts.

Article 13. The article 13, 1° and 2°, ensures the updating of the decree of 23 September 1992.

The article 13, 3°, specifies, in the decree of 23 September 1992, what is to be understood precisely by "fair value" for the preparation of the supplementary annex referred to in Article 12, 7°, of the present decree. This provision also specifies in which cases it is necessary to consider commodity contracts as derivative financial instruments.

Article 14. This article relates to a supplementary annex to be provided in case of offsetting between assets and debts, between rights and obligations, and between charges and products. The decree of 17 November 1994 is adapted for this purpose.

Article 15. This article relates to a supplementary annex to be provided when an element of the asset or the liability could simultaneously fall under several items or sub-items of the balance sheet or when a product or a charge could simultaneously fall under several items or sub-items of the income statement. The decree of 17 November 1994 is adapted for this purpose.

Article 16. This article brings, in the decree of 17 November 1994, clarifications concerning the evaluation of provisions for risks and charges.

Article 17. This article ensures the updating of the decree of 17 November 1994.

Article 18. This article introduces, in the decree of 17 November 1994, a new depreciation regime for development costs and goodwill. This article also provides that the depreciation and value reductions on goodwill cannot be recovered.

Article 19. This article ensures the updating of the decree of 17 November 1994.

Article 20. This article brings clarifications to the Royal Decree of 17 November 1994 concerning the accounting treatment of the revaluation of tangible fixed assets as well as participations, shares, and units appearing in the financial fixed assets.

Article 21. The article 21, 1°, relates to a supplementary annex concerning the enterprises for which the enterprise is indefinitely liable in its capacity as an indefinitely liable associated enterprise. The decree of 17 November 1994 is adapted for this purpose.

The article 21, 2°, relates to a supplementary annex to be provided concerning the fair value of financial instruments and financial fixed assets. The decree of 17 November 1994 is adapted for this purpose.

The article 21, 3°, ensures the updating of the decree of 17 November 1994.

The article 21, 4°, relates to a supplementary annex to be provided concerning the personnel. The decree of 17 November 1994 is adapted for this purpose.

The article 21, 5°, relates to a supplementary annex to be provided concerning the nature and financial impact of significant events subsequent to the balance sheet date which are not taken into account in the balance sheet or in the income statement. The decree of 17 November 1994 is adapted for this purpose.

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Article 21, 6°, concerns a supplementary disclosure to be provided regarding relations with associated enterprises. To this end, the decree of 17 November 1994 is adapted.

Article 21, 7°, concerns the expansion of the supplementary disclosure of certain data regarding directors and managers of the institutions. To this end, the decree of 17 November 1994 is adapted.

Article 21, 8°, concerns the expansion of the supplementary disclosure of certain data regarding the auditor and the persons with whom he is linked. To this end, the decree of 17 November 1994 is adapted.

Article 21, 9° and 10°, require no comment.

Article 21, 11°, introduces a materiality principle for the information to be provided in the notes.

Article 22. This article serves to update the decree of 17 November 1994.

Articles 23, 24 and 25. These articles require no comment.

Concordance Table - Concordantietabel

Decree amended - Wijzigingsbesluit Directive 2013/34/EU - Richtlijn 2013/34/EU

Article 1st - Artikel 1 /
Article 2 - Artikel 2 /
Article 3 - Artikel 3 /
Article 4 - Artikel 4 Article 6, paragraph 2 - Artikel 6, second paragraph
Article 5 - Artikel 5 Article 12, paragraph 1 - Artikel 12, first paragraph
Article 6 - Artikel 6 Article 12, paragraph 1, paragraph 3
Artikel 12, twelfth paragraph, third paragraph
Article 7 - Artikel 7 /
Article 8 - Artikel 8 /
Article 9 - Artikel 9 /
Article 10, 1° - Artikel 10, 1° Article 12, paragraph 11, paragraph 2
Artikel 12, eleventh paragraph, second paragraph
Article 10, 2° - Artikel 10, 2° Article 12, paragraph 6, d) - Artikel 12, sixth paragraph, d)
Article 11 - Artikel 11 Article 7, paragraphs 1 and 2
Artikel 7, first and second paragraphs
Article 12, 1° - Artikel 12, 1° /
Article 12, 2° - Artikel 12, 2° /
Article 12, 3° - Artikel 12, 3° /
Article 12, 4° - Artikel 12, 4° Article 17, paragraph 1, e) - Artikel 17, first paragraph, e)
Article 12, 5°, a) - Artikel 12, 5°, a) Article 16, paragraph 1, d) - Artikel 16, first paragraph, d)
Article 12, 5°, b) - Artikel 12, 5°, b) Article 17, paragraph 1, q - Artikel 17, first paragraph, q)
Article 12, 6° - Artikel 12, 6° - Article 16, paragraph 1, e) - Artikel 16, first paragraph, e)

• Article 17, paragraph 1, d) - Artikel 17, first paragraph, d)
• Article 18, paragraph 1, b) - Artikel 18, first paragraph, b)
  Article 12, 7° - Artikel 12, 7° Article 17, paragraph 1, c) - Artikel 17, first paragraph, c)
  Article 12, 8° - Artikel 12, 8° Article 16, paragraph 1, d) - Artikel 16, first paragraph, d)
  Article 12, 9° - Artikel 12, 9° Article 6, paragraph 1, j) - Artikel 6, first paragraph, j)
  Article 13, 1° - Artikel 13, 1° Article 10 - Artikel 10
  Article 13, 2° - Artikel 13, 2° /
  Article 13, 3° - Artikel 13, 3° Article 8, paragraph 7 - Artikel 8, seventh paragraph
  Article 14 - Artikel 14 Article 6, paragraph 2 - Artikel 6, second paragraph
  Article 15 - Artikel 15 Article 12, paragraph 1 - Artikel 12, first paragraph
  Article 16 - Artikel 16 Article 12, paragraph 12, paragraph 3
  Artikel 12, twelfth paragraph, third paragraph
  Article 17 - Artikel 17 /
  Article 18, 1° - Artikel 18, 1° Article 12, paragraph 11, paragraph 2
  Artikel 12, eleventh paragraph, second paragraph
  Article 18, 2° - Artikel 18, 2° Article 12, paragraph 6, d) - Artikel 12, sixth paragraph, d)
  Article 19 - Artikel 19 /

The article 21, 6°, relates to a supplementary annex concerning the links with associated enterprises. The decree of 17 November 1994 is adapted for this purpose.

The article 21, 7°, relates to the extension of certain indications to be provided as supplementary in the annex concerning the administrators and the managers of the establishments. The decree of 17 November 1994 is adapted for this purpose.

The article 21, 8°, relates to the extension of certain indications to be provided as supplementary in the annex concerning the auditor and the persons to whom he is linked. The decree of 17 November 1994 is adapted for this purpose.

The article 21, 9° and 10°, do not require any commentary.

The article 21, 11°, establishes a principle of materiality for what concerns the information to be included in the annex of the annual accounts.

Article 22. This article ensures the updating of the decree of 17 November 1994.

Articles 23, 24 and 25. These articles do not require any commentary.

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Concordance Table
Modified Decree - Amending Decree Directive 2013/34/EU - Directive 2013/34/EU
Article 20 - Article 20 Article 7, paragraphs 1 and 2
Article 7, first and second paragraphs
Article 21, 1° - Article 21, 1° Article 17, paragraph 1, k) - Article 17, first paragraph, k)
Article 21, 2° - Article 21, 2° Article 17, paragraph 1, c) - Article 17, first paragraph, c)
Article 21, 3° - Article 21, 3° /
Article 21, 4° - Article 21, 4° Article 17, paragraph 1, e) - Article 17, first paragraph, e)
Article 21, 5° - Article 21, 5° Article 17, paragraph 1, q) - Article 17, first paragraph, q)
Article 21, 6° - Article 21, 6° Article 16, paragraph 1, d) - Article 16, first paragraph, d)
Article 21, 7° - Article 21, 7° Article 16, paragraph 1, e) - Article 16, first paragraph, e)
Article 21, 8° - Article 21, 8° Article 18, paragraph 1, b) - Article 18, first paragraph, b)
Article 21, 9° - Article 21, 9° /
Article 21, 10° - Article 21, 10° /
Article 21, 11° - Article 21, 11° Article 6, paragraph 1, j) - Article 6, first paragraph, j)
Article 22 - Article 22 /
Article 23 - Article 23 /
Article 24 - Article 24 /
Article 25 - Article 25 /

ADVICE 60.093/2 OF 5 OCTOBER 2016 FROM THE COUNCIL OF STATE, LEGISLATION SECTION, ON A DRAFT ROYAL DECREE 'AMENDING THE ROYAL DECREES ON THE ANNUAL ACCOUNTS OF CREDIT INSTITUTIONS, INVESTMENT FIRMS AND MANAGEMENT COMPANIES OF COLLECTIVE INVESTMENT UNDERTAKINGS AND OF INSURANCE AND REINSURANCE UNDERTAKINGS'

On 8 September 2016, the Council of State, Legislation Section, was requested by the Deputy Prime Minister and Minister of Employment, Economy and Consumers, in charge of Foreign Trade, to provide an opinion within a period of thirty days on a draft royal decree 'amending the royal decrees on the annual accounts of credit institutions, investment firms and management companies of collective investment undertakings and of insurance and reinsurance undertakings'. The draft was examined by the second chamber on 5 October 2016. The chamber was composed of Pierre Vandernoot, chamber president, Luc Detroux and Wanda Vogel, councillors of state, Marianne Dony, assessor, and Bernadette Vigneron, clerk. The report was presented by Jean-Luc Paquet, first auditor. The concordance between the French and Dutch versions of the advice was verified under the supervision of Pierre Vandernoot. The advice, the text of which follows, was given on 5 October 2016. Since the request for advice was submitted on the basis of Article 84, § 1, first paragraph, 2°, of the coordinated laws on the Council of State, the Legislation Section limits its examination pursuant to Article 84, § 3, of the aforementioned coordinated laws to the legal basis of the draft, the competence of the author of the act and the prerequisite formalities to be fulfilled. With regard to these three points, the draft gives rise to the following comments.

Examination of the draft
Preamble

1. The law of 9 July 1975 'concerning the control of insurance undertakings' and the law of 16 February 2009 'on the reinsurance business' are, repealed by Articles 757 and 758 of the law of
   13 March 2016 'on the status and supervision of insurance or reinsurance undertakings'.
   Consequently, the third paragraph must be omitted.
2. The various laws that form the legal basis of the proposed decree must be listed in chronological order, so that the first paragraph – which refers precisely to Article 199, second paragraph, of that law of 13 March 2016 – should become the fifth paragraph (1).

AVIS 60.093/2 DU 5 OCTOBRE 2016 DU CONSEIL D’ETAT, SECTION DE LEGISLATION, SUR UN PROJET D’ARRETE ROYAL ‘PORTANT MODIFICATION DES ARRETES ROYAUX RELATIFS AUX COMPTES ANNUELS DES ETABLISSEMENTS DE CREDIT, DES ENTREPRISES D’INVESTISSEMENT ET DES SOCIETES DE GESTION D’ORGANISMES DE PLACEMENT COLLECTIF ET D’ENTREPRISES D’ASSURANCES ET DE REASSURANCE’

Le 8 septembre 2016 , le Conseil d’Etat, section de législation, a été invité par le Vice-Premier Ministre et Ministre de l’Emploi, de l’Economie et des Consommateurs, chargé du Commerce extérieur à communiquer un avis, dans un délai de trente jours , sur un projet d’arrêté royal ‘portant modification des arrêtés royaux relatifs aux comptes annuels des établissements de crédit, des entreprises d’investissement et des sociétés de gestion d’organismes de placement collectif et d’entreprises d’assurances et de réassurance’. Le projet a été examiné par la deuxième chambre le 5 octobre 2016 . La chambre était composée de Pierre Vandernoot, président de chambre, Luc Detroux et Wanda Vogel, conseillers d’Etat, Marianne Dony, assesseur, et Bernadette Vigneron, greffier. Le rapport a été présenté par Jean-Luc Paquet, premier auditeur . La concordance entre la version française et la version néerlandaise a été vérifiée sous le contrôle de Pierre Vandernoot . L’avis, dont le texte suit, a été donné le 5 octobre 2016. Comme la demande d’avis est introduite sur la base de l’article 84, § 1er, alinéa1er,2° , des lois coordonnées sur le Conseil d’Etat, la section de législation limite son examen au fondement juridique du projet , à la compétence de l’auteur de l’acte ainsi qu’à l’accomplissement des formalités préalables, conformément à l’article 84, § 3, des lois coordonnées précitées. Sur ces trois points, le projet appelle les observations suivantes.

Examen du projet
Préambule

1. Les articles 757 et 758 de la loi du 13 mars 2016 ‘relative au statut
   et au contrôle des entreprises d’assurance ou de réassurance’ ont abrogé la loi du 9 juillet 1975 ‘relative au contrôle des entreprises d’assurances’ et la loi du 16 février 2009 ‘relative à la réassurance’. L’alinéa 3 doit par conséquent être omis.
2. Les diverses lois comportant les fondements juridiques de l’arrêté
   en projet doivent être mentionnées suivant leur ordre chronologique, de sorte que l’alinéa1er – qui vise précisément l’article 199, alinéa 2, de cette loi du 13 mars 2016 – doit en devenir l’alinéa 5 (1).

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3. The eleventh paragraph of the preamble mentions “the consultation of professional associations”. From the file transmitted to the Council of State, it does not appear whether all mandatory consultations prescribed by the laws forming the legal basis of the proposed decree (2) have actually taken place.
   The author of the draft must ensure that these formalities are properly fulfilled.

Dispositive
Article 12
Pursuant to Article 2, point 16, of the directive being transposed, the proposed text in provision 9° must be supplemented with the following sentence: «The material significance of individual items is assessed in the context of other similar items.» (3) The same observation applies to Article 21, 11°, of the draft.

Article 20
Unlike Article 34 of the Royal Decree of 23 September 1992 ‘on the annual accounts of credit institutions, investment firms and management companies of collective investment undertakings’– which would be amended by Article 11 of the draft – Article 34 of the Royal Decree of 17 November 1994 ‘on the annual accounts of insurance and reinsurance undertakings’ was not amended by the Royal Decree of 28 September 2008, so that the mention of such amendment, in Article 20 of the draft, must be deleted.

Closing remarks
The table for the transposition of the directive sent to the reporting auditor should be included in the report to the King.
The Clerk, The President,
B. Vigneron. P. Vandernoot.
Notes
(1) Principles of legislative technique – Guide for drafting legislative and regulatory texts, www.raadvst-consetat.be, tab “Legislative Technique”, recommendation 26.
(2) Article 91, eighth paragraph, of the law of 6 April 1995 ‘on the status and supervision of investment firms’; Article 235, seventh paragraph, of the law of 3 August 2012 ‘concerning collective investment undertakings meeting the conditions of Directive 2009/65/EC and undertakings for collective investment in transferable securities’; Article 333, seventh paragraph, of the law of 19 April 2014 ‘concerning alternative collective investment undertakings and their managers’; Article 106, § 5, of the law of 25 April 2014 ‘on the status and supervision of credit institutions’. (3) See also recital 17 of the directive.

5 DECEMBER 2016. — Royal Decree amending the royal decrees on the annual accounts of credit institutions, investment firms and management companies of collective investment undertakings and of insurance and reinsurance undertakings

PHILIPPE, King of the Belgians,
To all whom it may concern, Greetings.
Having regard to the law of 6 April 1995 on the status and supervision of investment firms, Article 91, third paragraph, amended by Article 174 of the Royal Decree of 3 March 2011, confirmed by Article 298 of the law of 3 August 2012; Having regard to the law of 3 August 2012 concerning collective investment undertakings meeting the conditions of Directive 2009/65/EC and undertakings for collective investment in debt claims, Article 235, fourth paragraph; Having regard to the law of 19 April 2014 concerning alternative collective investment undertakings and their managers, Article 333, fourth paragraph. Having regard to the law of 25 April 2014 on the status and supervision of credit institutions, Article 106, § 1, second paragraph; Having regard to the law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings, Article 199, second paragraph; Having regard to the Royal Decree of 23 September 1992 on the annual accounts of credit institutions, investment firms and management companies of collective investment undertakings; Having regard to the Royal Decree of 17 November 1994 on the annual accounts of insurance and reinsurance undertakings; Having regard to the opinion of the National Bank, given on 24 February 2015; Having regard to the opinion of the Financial Services and Markets Authority, given on 29 April 2015; Having regard to the consultation of professional associations; Having regard to Advice 60.093/2 of the Council of State, given on 5 October 2016, applying Article 84, § 1, first paragraph, 2° of the laws on the Council of State, coordinated on 12 January 1973; On the proposal of the Deputy Prime Minister and Minister of Employment, Economy and Consumers, in charge of Foreign Trade and the Minister of Finance We have decided and decide:
CHAPTER 1. — Subject matter
Article 1. This decree provides for the partial transposition of
Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and the Council and repealing Council Directives 78/660/EEC and 83/349/EEC.

CHAPTER 2. — Amendment of the Royal Decree of 23 September 1992 on the annual accounts of credit institutions, investment firms and management companies of collective
investment undertakings
Art. 2. In Article 1, first paragraph, of the Royal Decree of 23 September 1992 on the annual accounts of credit institutions, the investment firms and management companies of collective investment undertakings, replaced by the Royal Decree of 28 September 2008, the following amendments are made :
1° in 1°, the words “Article 1 of the law of 22 March 1993 on the status and supervision of credit institutions, excluding the institutions referred to in Article 2, § 1, of the law” are replaced by the words “Article 1, § 3, of the law of 25 April 2014 on the status and supervision of credit institutions, excluding the institutions referred to in Article 2 of the law”; 2° in 3°, the words “Article 138 of the law of 20 July 2004 concerning certain forms of collective management of investment portfolios” are replaced by the words “Article 186 of the law of 3 August 2012 concerning collective investment undertakings meeting the conditions of Directive 2009/65/EC and undertakings for collective investment in debt claims”; 3° the first paragraph is supplemented with a 4°, worded as follows :
“4° the management companies of alternative collective investment undertakings referred to in Article 306 of the law of 19 April 2014 concerning alternative collective investment undertakings and their managers.”.

Art. 3. In Article 5, first paragraph, of the same decree, amended by the Royal Decree of 28 September 2008, the words “Article 7, second paragraph, of the law of 17 July 1975 on accounting and annual accounts of enterprises” are replaced by the words “Article III.90, § 1, of the Code of Economic Law”.

Art. 4. Article 6, sole paragraph, of the same decree is supplemented with the following sentence :
“In such cases, the amounts to be offset are stated as gross amounts in the notes to the annual accounts.”.

Art. 5. Article 8, sole paragraph, of the same decree is supplemented with the following sentence :
“In such case, the link with other items is stated in the notes.”.

Art. 6. In Article 13 of the same decree, a paragraph is inserted between the first and the second paragraph, worded as follows :
“Without prejudice to Article 19, third paragraph, a provision at the balance sheet date represents the best estimate of the costs considered likely or, in the case of an obligation, the best estimate of the amount required to settle that obligation at the balance sheet date.”.

Vu l’arrêté royal du 23 septembre 1992 relatif aux comptes annuels des établissements de crédit, des entreprises d’investissement et des sociétés de gestion d’organismes de placement collectif; Vu l’arrêté royal du 17 novembre 1994 relatif aux comptes annuels des entreprises d’assurance et de réassurance; Vu l’avis de la Banque nationale, donné le 24 février 2015; Vu l’avis de l’Autorité des services et marchés financiers, donné le 29 avril 2015; Vu la consultation des associations professionnelles; Vu l’avis 60.093/2 du Conseil d’Etat, donné le 5 octobre 2016 en application de l’article 84, § 1er, alinéa1er,2°, des lois sur le Conseil d’Etat, coordonnées le 12 janvier 1973; Sur la proposition du Vice-Premier Ministre et Ministre de l’Emploi, de l’Economie et des Consommateurs, chargé du Commerce extérieur, et du Ministre des Finances, Nous avons arrêté et arrêtons :
CHAPITRE 1er — Objet
Article 1er. Le présent arrêté vise à transposer partiellement la
Directive 2013/34/UE du Parlement européen et du Conseil du 26 juin 2013 relative aux états financiers annuels, aux états financiers consolidés et aux rapports y afférents de certaines formes d’entreprises, modifiant la directive 2006/43/CE du Parlement européen et du Conseil et abrogeant les directives 78/660/CEE et 83/349/CEE du Conseil.

CHAPITRE 2. — Modification de l’arrêté royal du 23 septembre 1992 relatif aux comptes annuels des établissements de crédit, des entreprises d’investissement et des sociétés de gestion d’organismes de placement collectif Art. 2. À l’article 1er, alinéa1er, de l’arrêté royal du 23 septembre 1992 relatif aux comptes annuels des établissements de crédit, des entreprises d’investissement et des sociétés de gestion d’organismes de placement collectif, remplacé par l’arrêté royal du 28 septembre 2008, les modifications suivantes sont apportées :
1° au 1°, les mots « l’article 1er de la loi du 22 mars 1993 relative au statut et au contrôle des établissements de crédit, à l’exception des établissements visés à l’article 2, § 1er, de cette loi » sont remplacés par les mots « l’article 1er, § 3, de la loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit, à l’exception des établissements visés à l’article 2 de cette loi ». 2° au 3°, les mots « l’article 138 de la loi du 20 juillet 2004 relative à certaines formes de gestion collective de portefeuilles d’investissement » sont remplacés par les mots « l’article 186 de la loi du 3 août 2012 relative aux organismes de placement collectif qui répondent aux conditions de la directive 2009/65/CE et aux organismes de placement en créances »; 3° l’alinéa1er est complété par un 4°, rédigé comme suit :
« 4° aux sociétés de gestion d’organismes de placement collectif alternatifs visés à l’article 306 de la loi du 19 avril 2014 relative aux organismes de placement collectif alternatifs et à leurs gestionnaires. ».

Art. 3. À l’article 5, alinéa1er, de ce même arrêté, modifié par l’arrêté royal du 28 septembre 2008, les mots « l’article 7, alinéa 2, de la loi du 17 juillet 1975 relative à la comptabilité et aux comptes annuels des entreprises » sont remplacés par les mots « l’article III.90, § 1er, du Code de droit économique ».

Art. 4. L’article 6, alinéa unique, de ce même arrêté est complété par la phrase suivante :
« Dans de tels cas, les montants compensés sont indiqués comme des montants bruts dans l’annexe aux comptes annuels. ».

Art. 5. L’article 8, alinéa unique, du même arrêté est complété par la phrase suivante :
« Le cas échéant, le lien avec les autres postes est expliqué dans l’annexe. ».

Art. 6. À l’article 13 de ce même arrêté, il est inséré un alinéa entre l’alinéa1er et l’alinéa 2, rédigé comme suit :
« Sans préjudice de l’article 19, alinéa 3, une provision représente, à la date de clôture du bilan, la meilleure estimation des charges probables ou, dans le cas d’une perte ou d’une dette, du montant nécessaire pour l’honorer à la date de clôture du bilan. ».

MONITEUR BELGE — 17.02.2017 − Ed. 2 — BELGISCH STAATSBLAD 25069

Art. 7. In Article 15 of the same decree, as amended by the Royal Decree of 28 September 2008, the following changes are made:
1° in the first paragraph, the words “Article 7, first paragraph, of the Law of 17 July 1975 on the accounting and annual accounts of undertakings” are replaced by the words “Article III.89, § 1, of the Code of Economic Law”; 2° in the second paragraph, the words “Article 7, third paragraph, of the aforementioned law” are replaced by the words “Article III.89, § 1, of the Code of Economic Law”.

Art. 8. In Article 19, fifth paragraph, a), of the same decree, the word “early pensions” is replaced by the words “unemployment with occupational supplement”.

Art. 9. In Article 27, first paragraph, of the same decree, in the Dutch text, the word “buildings” is replaced by the words “immovable property”.

Art. 10. In Article 28, § 2, of the same decree, as amended by the Royal Decree of 28 September 2008, the following changes are made:
1° the fourth paragraph is replaced as follows:
“Development costs and goodwill shall, if their useful life cannot be estimated with certainty, be amortized over a period of at most ten years. The period over which goodwill is amortized shall be explained in the notes.”; 2° the paragraph is supplemented with a paragraph, reading:
“Amortizations and impairments on goodwill shall not be reversed.”.

Art. 11. In Article 34 of the same decree, as amended by the Royal Decree of 28 September 2008, the following changes are made:
1° in the fourth paragraph, the 2° is replaced as follows:
“2° be incorporated into capital; however, a revaluation surplus incorporated into capital may never be used, directly or indirectly, to fully or partially offset carried-forward losses to the extent of the unamortized portion of the revaluation surplus. Gains attributed to item XI of the liabilities ‘Revaluation Surpluses’ may only be incorporated into capital to the extent of the revalued amount less the estimated taxes thereon.”; 2° the article is supplemented with a paragraph, reading:
“Booked gains may not be distributed, directly or indirectly, as long as they do not correspond to a realized gain or to an amortization of the gain that has or has not been transferred to a reserve in accordance with the previous paragraph, 1°.”.

Art. 12. In Chapter I, Section 3, of the annex to the same decree, last amended by the Royal Decree of 27 November 2014, the following changes are made:
1° in the introductory sentence of the first paragraph, the words “, 6, 8” are inserted between the words “Articles 4, second paragraph” and the words “, 10, second paragraph”; 2° in item VI, § 2, third paragraph, 1°, the words “Article 80 of the coordinated laws on commercial companies or are actually published in another Member State of the EEC, as prescribed by Article 3 of Directive 68/151/EEC or” are replaced by the words “Article 98 of the Company Code or are actually published in another Member State of the EU, as prescribed by Article 3 of Directive 2009/101/EC or”; 3° in item XVIII, single paragraph, the following changes are made:
a) the words “and the shareholding structure” are inserted between the words “to the capital” and the words “, which states”; b) in A., third dash, the words “and bearer shares” are replaced by the words “and dematerialized shares”; c) the single paragraph is supplemented with a provision under G., reading:
“G. the shareholding structure of the undertaking at the date of the annual closing, with the following breakdown:

• shareholding structure of the undertaking at the date of the annual closing, as it appears from the notifications received by the undertaking pursuant to Article 631, § 2, last paragraph, and Article 632, § 2, last paragraph, of the Company Code;
• shareholding structure of the undertaking at the date of the annual closing, as it appears from the notifications received by the undertaking pursuant to Article 14, fourth paragraph, of the Law of 2 May 2007 on the disclosure of major holdings or pursuant to Article 5 of the Royal Decree of 21 August 2008 laying down supplementary rules applicable to certain multilateral trading facilities.”;
  4° in item XXIII, single paragraph, A. is replaced as follows:
  “A. With regard to personnel and personnel costs:
  1° The following data for the financial year and the previous financial year regarding employees registered in the personnel register and linked to the undertaking by an employment contract or a start-up employment contract:
  a) the total number at the closing date of the financial year; b) the average workforce employed by the undertaking during the financial year and during the previous financial year, calculated in full-time equivalents in accordance with Article 15, § 4, of the Company Code, and broken down into the following categories:
• Management staff;
• Clerical staff;
• Workers;
• Others.
  c) the number of hours worked.
  2° A breakdown of remuneration, social charges, and pensions:
  a) remuneration and direct social benefits; b) employer contributions for social insurance; c) employer premiums for non-statutory insurance; d) other personnel costs; e) pensions.
  3° pension provisions (additions +; expenditures and reversals;”; 5° in item XXVIII, single paragraph, the following changes are made:
  a) in B., the words “information concerning” are replaced by the words “the amount and nature of”; b) the single paragraph is supplemented with a provision under F., reading:
  “F. the nature and financial impact of material events that occurred after the balance sheet date and which are not reflected in the income statement or balance sheet.”; 6° item XXIX is replaced as follows:
  “XXIX
  A. The following data regarding directors and managers:
• the amount at the end of the financial year of claims outstanding against them, as well as guarantees granted in their favor and other significant commitments entered into in their favor, with mention of the interest and duration of these claims, the main conditions, and any repaid amounts or amounts waived;
• the amount of direct and indirect remuneration and of pensions charged to the income statement, respectively to directors and managers, insofar as this mention does not relate exclusively or primarily to the situation of a single identifiable person;
• the data referred to in the first bullet point above must also be provided for claims, potential liabilities, and significant commitments entered into in favor of natural or legal persons who control the undertaking directly or indirectly but are not affiliated undertakings within the meaning of this decree, as well as in favor of other undertakings controlled directly or indirectly by the aforementioned persons. These data may be provided together with the data referred to in the first bullet point above.
  B. The following data regarding the statutory auditor and persons with whom he is affiliated:
• the remuneration of the statutory auditor;
• the remuneration for exceptional tasks or special assignments carried out within the undertaking by the statutory auditor, according to the following categories: other audit assignments, tax advisory assignments, and other assignments outside the audit mission;
• the remuneration for exceptional tasks or special assignments carried out within the undertaking by persons with whom the statutory auditor is affiliated, according to the following categories: other audit assignments, tax advisory assignments, and other assignments outside the audit mission;
• the mentions required in application of Article 133, § 6, of the Company Code.”;
  7° item XXXII is inserted, reading:
  “XXXII. The following data concerning the non-use of the fair value measurement method.
  In the event of non-use of the fair value measurement method for financial instruments: for each category of derivative financial instruments, the net book value, the fair value if such a value can be determined by means of one of the methods prescribed in Chapter II, Part V, I, of the annex to this decree, and information on the nature, size, and hedged risk of the instruments. For financial fixed assets recognized at an amount higher than their fair value: the net book value and the fair value of the individual assets, or of appropriate groups of these individual assets, and the reasons why the book value has not been reduced, with specification of the nature of the indications underlying the assumption that the book value can be realized.”; 8° item XXXIII is inserted, reading:
  “XXXIII. The following data on relations with associated undertakings within the meaning of Article 12 of the Company Code:
  1° the amount of financial fixed assets, distinguishing participations, subordinated claims, and other claims; 2° the amount of claims respectively for more than one year and for at most one year; 3° the amount of debts respectively for more than one year and for at most one year; 4° the amount of personal and corporate guarantees provided or irrevocably promised by the undertaking as security for debts or commitments of associated undertakings, as well as the amount of personal and corporate guarantees provided or irrevocably promised by associated undertakings as security for debts or commitments of the undertaking. 5° other significant financial commitments.”; 9° Section 3 is supplemented with a paragraph, reading:
  “By way of derogation from the first paragraph, undertakings may omit the information to be mentioned in the notes when this information is not of material importance. By ‘material importance’ as mentioned in the previous sentence, is meant the status of information whose omission or incorrect mention could reasonably be expected to influence the decisions that a user makes on the basis of the financial statements of an undertaking. The material importance of individual items is assessed in the context of other similar items.”.

Art. 13. In Chapter II of the annex to the same decree, as amended by the Royal Decree of 28 September 2008, the following changes are made:
1° In Part I, item VIII, the following changes are made:
a) in the first paragraph, B., a), the words “ research and” are deleted; b) the second paragraph is replaced as follows:
“Development costs shall be understood as the costs of manufacturing and developing prototypes and products, inventions, and know-how, which are useful for the development of the future activities of the undertaking.”; 2° In Part 2, item VI.A, 1., single paragraph, the word “early pensions” is replaced by the words “unemployment with occupational supplement”;

Chapter II is supplemented by Part V containing Section I, worded as follows:

“Part V. — Notes to the annual accounts

I

For the preparation of statement XXXII in the notes, which contains information regarding the non-use of the fair value measurement method for financial instruments:

1° Fair value shall be understood as the value determined with reference to:
a) a market value, for financial instruments for which a reliable market can easily be identified. When a market value cannot easily be determined for a given instrument, but can be determined for its constituent elements or for a similar instrument, the market value may be calculated based on that of its components or that of the similar instrument, or; b) a value calculated using models and generally accepted valuation techniques, for instruments for which a reliable market cannot easily be identified. These valuation models and techniques must yield a reasonable approximation of the market value.

2° Commodity contracts that either party may settle in cash or in any other financial instrument are considered derivative financial instruments, unless:
a) the contracts were entered into and are maintained to meet the company’s expected needs regarding the purchase, sale, or use of the commodity; b) they were entered into for that purpose from the outset, and; c) settlement will be effected by delivery of the commodity.”.

CHAPTER 3. — Amendment of the Royal Decree of 17 November 1994 on the annual accounts of insurance and reinsurance undertakings

Art. 14. Article 6, single paragraph, of the Royal Decree of 17 November 1994 on the annual accounts of insurance and reinsurance undertakings is supplemented with the following sentence:

“In such cases, the amounts to be offset are stated as gross amounts in the notes to the annual accounts.”.

Art. 15. Article 8, single paragraph, of the same decree is supplemented with the following sentence:

“In such a case, the link with other items is stated in the notes.”.

Art. 16. In Article 13 of the same decree, a paragraph is inserted between the first and second paragraphs, worded as follows:

“Without prejudice to Article 19, third paragraph, a provision at the balance sheet date represents the best estimate of the costs likely to be incurred or, in the case of an obligation, the best estimate of the amount required to settle that obligation at the balance sheet date.”.

Art. 17. In Article 19, fifth paragraph, a), of the same decree, the word “pre-pensions” is replaced by the words “unemployment with sectoral supplement”;

Art. 18. In Article 28, § 2, of the same decree, the following amendments are made:

1° the fourth paragraph is replaced as follows:

“Development costs and goodwill, if their useful life cannot be reliably estimated, are amortized over a period of at most ten years. The period over which goodwill is amortized is justified in the notes (statement no. 20).”;

2° the paragraph is supplemented with a paragraph, worded as follows:

“Amortizations and impairments of goodwill are not reversed.”.”.

Art. 19. In Article 31, third paragraph, of the same decree, amended by Royal Decree of 9 October 2014, the words “in item C.II.2.” are replaced by the words “in item C.III.2.”.

Art. 20. In Article 34 of the same decree, the following amendments are made:

1° in the fourth paragraph, point 2° is replaced as follows:

“2° be converted into capital; a revaluation surplus incorporated into capital may never be used, directly or indirectly, to offset carried-forward losses in whole or in part for the unamortized portion of the revaluation surplus. Surpluses attributed to item III of the liabilities ‘Revaluation Surpluses’ may only be converted into capital for the portion of the revaluation surplus reduced by the estimated taxes thereon.”;

2° the article is supplemented with a paragraph, worded as follows:

“Recorded surpluses may not be distributed, directly or indirectly, as long as they do not correspond to a realized surplus or to an amortization of the surplus that has or has not been transferred to a reserve in accordance with the previous paragraph, 1°.”.”.

Art. 21. In Chapter I, Section III, of the annex to the same decree, last amended by Royal Decree of 9 October 2014, the following amendments are made:

1° after statement no. 2, statement no. 2bis is inserted with the title “No. 2bis. The list of companies for which the company is unlimitedly liable in its capacity as unlimited partner or member”, worded as follows:

No. 2bis. The list of companies for which the company is unlimitedly liable in its capacity as unlimited partner or member

For each of the companies for which the company is unlimitedly liable, the following information is provided below: the name, the registered office, the legal form, and, if it is a company under Belgian law, the enterprise number or, failing an enterprise number, the VAT number or the national identification number.

... ... ... ... ... ...

The annual accounts of each of the companies for which the company is unlimitedly liable are attached to the annual accounts of the company and published at the same time as those. This provision does not apply, however, subject to mention in this statement no. 2bis:

1° if the annual accounts of the company for which the company is liable are themselves published in accordance with Article 98 of the Companies Code or are actually published in another Member State of the EU, in the forms of Article 3 of Directive 2009/101/EC, or

2° if the annual accounts of the company for which the company is liable are included by full or proportional consolidation in the consolidated annual accounts of the company that it prepares, audited, and published in accordance with Articles 108 and following of the Companies Code and the Royal Decree of 27 September 2009 on the consolidated annual accounts of insurance undertakings and reinsurance undertakings.”;

2° Statement no. 3bis is replaced as follows:

No. 3bis. Information regarding the non-use of the fair value measurement method

Fiscal Year

A. Estimation of the fair value of each category of derivative financial instruments not measured at fair value in the accounts, with indications on the volume, nature, and risk covered by the instruments

Net book value
Fair value

A. Estimation of the fair value for each category of derivative financial instruments not valued at fair value, with statement of the volume, nature, and risk covered by the instruments

Net book value
Fair value

... ... ... ... ... ...

For each of the financial fixed assets mentioned in point B, or each of the assets referred to in point B, taken individually or grouped appropriately, recorded at an amount higher than their fair value, the reasons why the book value has not been reduced must also be stated below, including the elements that suggest that the book value will be recovered:

... ... ... ... ... ...

B. For financial fixed assets listed in items C.II. and C.III. recorded at an amount higher than their fair value: the net book value and the fair value of the assets in question, taken individually or grouped appropriately:

Net book value
Fair value

... ... ... ... ... ...

For each of the financial fixed assets mentioned in B, or the appropriate groups of these individual assets mentioned in B, recorded at an amount higher than their fair value, the reasons why the book value has not been reduced must also be stated below, with statement of the nature of the indications underlying the assumption that the book value will be realized:

... ... ... ... ... ...

3° the following amendments are made in statement no. 5:

a) in A., 2., 2.2., the words “Bearer” are replaced by the word “Dematerialized” in the title and in the second line; b) G is replaced as follows:

“G. THE SHAREHOLDER STRUCTURE OF THE COMPANY AT THE CLOSING DATE OF THE ACCOUNTS, WITH THE FOLLOWING BREAKDOWN:

• shareholder structure of the company at the closing date of the accounts, as derived from the notifications received by the company pursuant to Article 631, § 2, last paragraph, and Article 632, § 2, last paragraph, of the Companies Code:

...
....
....

• shareholder structure of the company at the closing date of the accounts, as derived from the notifications received by the company pursuant to Article 14, fourth paragraph, of the Law of 2 May 2007 on the disclosure of major participations or pursuant to Article 5 of the Royal Decree of 21 August 2008 laying down supplementary rules applicable to certain multilateral trading facilities:

...
... ...”;

4° statement no. 11 is replaced as follows:

No. 11. Statement regarding employed personnel.

As regards personnel:

A. the following information regarding the current fiscal year and the previous fiscal year, concerning workers registered in the personnel register and linked to the company by an employment contract or a start-up employment agreement:

Code
Closed Fiscal Year
Previous Fiscal Year

a) their total number at the closing date of the fiscal year;
8.11.10 ... ...

b) the average number of employees employed by the company during the previous fiscal year, calculated in full-time equivalents in accordance with Article 15, § 4, of the Companies Code, and broken down by the following categories:
8.11.11 ... ...

• management personnel; 8.11.11.1 ... ...
• clerical staff; 8.11.11.2 ... ...
• workers; 8.11.11.3 ... ...
• others. 8.11.11.4 ... ...

c) the number of hours worked.
8.11.12 ... ...

B. the following information regarding the current fiscal year and the previous fiscal year concerning temporary workers and persons made available to the company:

Code
Closed Fiscal Year
Previous Fiscal Year

a) their total number at the closing date of the fiscal year;
8.11.20 ... ...

b) the average number calculated in full-time equivalents in a manner analogous to that of workers registered in the personnel register;
8.11.21 ... ...

c) the number of hours worked;
8.11.22 ... ...

5° in statement no. 17, a provision under Gbis. is inserted, worded as follows:

“Gbis. The nature and financial impact of material events that occurred after the balance sheet date and are not reflected in the income statement or balance sheet.”;

6° after statement no. 18, statement no. 18bis is inserted with the title “No. 18bis. Relations with associated companies”, worded as follows:

No. 18bis. Relations with associated companies (*):

Code
Closed Fiscal Year
Previous Fiscal Year

1° Amount of financial fixed assets
8.18.60 ... ...

• Participations; 8.18.60.1 ... ...
• Subordinated claims; 8.18.60.2 ... ...
• Other claims. 8.18.60.3 ... ...

2° Claims on associated companies
8.18.61 ... ...

• Due in more than one year; 8.18.61.1 ... ...
• Due in one year or less; 8.18.61.2 ... ...

3° Debts to associated companies
8.18.62 ... ...

• Due in more than one year; 8.18.62.1 ... ...
• Due in one year or less; 8.18.62.2 ... ...”.

4° Personal and real guarantees:
8.18.63 ... ... 4° Personal and real guarantees:
8.18.63 ... ...

• Established or irrevocably promised by the undertaking as security for debts or obligations of associated undertakings;
  8.18.63.1 ... ... - Established or irrevocably promised by associated undertakings as security for debts or obligations of the undertaking
  8.18.63.2 ... ... - Established or irrevocably promised by associated undertakings as security for debts or obligations of the undertaking
  8.18.63.2 ... ...
  5° Other significant financial commitments:
  8.18.64 ... ... 5° Other significant financial commitments:
  8.18.64 ... ...
  (*) Associated undertakings within the meaning of Article 12 of the Companies Code.

7° In State No. 19, the sentence “Main conditions concerning the above-mentioned items 1., 2. and 3.” is replaced as follows:
“The interest rate, the main conditions and the amounts possibly repaid, written off or waived concerning the above-mentioned items 1., 2. and 3.”;

8° After State No. 19, a State No. 19bis is inserted with the title “No. 19bis. Financial relations with the auditor(s) and the persons with whom he (they) is/are connected”, reading:

No. 19bis. Financial relations with the auditor(s) and the persons with whom he (they) is/are connected

Codes Amounts Codes Amounts

1. Emoluments of the auditor(s) 8.19.5 ... 1. Remuneration of the auditor(s) 8.19.5 ...
2. Emoluments for exceptional services or special missions carried out within the undertaking by the auditor(s)
   8.19.7 ... 2. Remuneration for exceptional work or special assignments carried out within the undertaking by the auditor(s)
   8.19.7 ...

• Other attestation missions 8.19.61 ... - Other audit assignments 8.19.61 ...
• Tax advisory missions 8.19.62 ... - Tax advisory assignments 8.19.61 ...
• Other missions outside the audit mission
  8.19.63 ... Other assignments outside the audit assignments
  8.19.63 ...

3. Emoluments for exceptional services or special missions carried out within the undertaking by persons with whom the auditor(s) is/are connected
   8.19.17 ... 3. Remuneration for exceptional work or special assignments carried out within the undertaking by persons with whom the auditor(s) is/are connected
   8.19.7 ...

• Other attestation missions 8.19.71 ... - Other audit assignments 8.19.71 ...
• Tax advisory assignments 8.19.72 ... - Tax advisory missions 8.19.72 ...
• Other missions outside the audit mission
  8.19.73 ... - Other assignments outside the audit assignments
  8.19.73 ...

Mentions in application of Article 133, § 6, of the Companies Code Disclosures in application of Article 133, § 6 of the Companies Code ... ...
... ...
... ...

9° In State No. 20, in the introductory provision in parentheses, the words “28, § 2, first and last paragraph” are replaced by the words “28, § 2, first and fourth paragraph”;

10° In State No. 23, single paragraph, first dash, the words “6; 8;” are inserted between the words “4, second paragraph;” and “10, second paragraph”;

11° Section III is supplemented by a paragraph reading:
“By way of derogation from the first paragraph, undertakings may omit the information to be mentioned in the notes when this information is not material. By ‘material’ as mentioned in the previous sentence, must be understood: the status of information whose omission or incorrect mention could influence the decisions that a user makes on the basis of the undertaking’s financial statements. The materiality of individual items is assessed in the context of other similar items.”.

Art. 22. In Chapter III, Section I, Liability, heading E.I, of the annex to the same decree, the word “pre-pensions” is replaced by the words “unemployment with company supplement”.

CHAPTER 4. — Final Provisions

Art. 23. This decree applies for the first time to the financial year beginning on 1 January 2016 or during the calendar year 2016.

Art. 24. This decree enters into force on the day on which it is published in the Belgian State Gazette.

Art. 25. The Minister responsible for the Economy and the Minister responsible for Finance are, each insofar as he is concerned, charged with the implementation of this decree.

Given at Brussels, 5 December 2016.

PHILIPPE
By the King:

The Deputy Prime Minister and Minister of Employment, Economy and Consumers, responsible for Foreign Trade, K. PEETERS

The Minister of Finance,
J. VAN OVERTVELDT