II. Disclosure obligations
Information to be published
The information to be published in the annual report is indicated in the Annex to this Directive.
Clarity and importance
The publication of information relating to corporate governance should be limited to what is essential to investors, and should be provided in an appropriate and comprehensible form.
Place of publication
Information relating to corporate governance is to be published in a separate section of the annual report. This section may refer to other parts of the annual report or other easily accessible sources of information. References to Web pages must include the URLs.
"Comply or explain"
For all information prescribed in the Annex, the principle of “comply or explain” applies: If the issuer opts not to disclose certain information, then the annual report must contain an individual, substantiated justification for each instance of such non-disclosure.
The conditions on the balance sheet date constitute the deciding factor in terms of the information that must be disclosed. Important changes occurring between the balance sheet date and the copy deadline for the annual report should be indicated in an appropriate form.