The Dutch Corporate Governance Code

About the Dutch Code

The Code regulates the relationships between the management board, supervisory board and annual general meeting of shareholders. Listed companies use the Code as a guide for setting up their governance structures and processes. In addition, the Code is a source of inspiration for many other companies and institutions that choose to apply the Code voluntarily.

Listed companies must render account for their compliance with the Code in their management report. Based on the ‘comply-or-explain’ principle, the provisions of the Code must either be complied with by applying them or the reason for deviating from the relevant provisions must be explained. Dutch institutional investors are required to make a statement in their annual report about compliance with the principles and best practice provisions of the Code that pertain to them.

The Code is a self-regulatory instrument for market parties, i.e. the so-called supporting parties. The supporting parties of the Code are: Eumedion, Euronext, the Dutch Federation of Trade Unions (FNV), the National Federation of Christian Trade Unions in the Netherlands (CNV), the Association of Stockholders (VEB), the Association of Securities-Issuing Companies (VEUO) and the Confederation of Netherlands Industry and Employers (VNO-NCW).

The Monitoring Committee

The task of the Corporate Governance Code Monitoring Committee is to ensure that the Code remains relevant and useful. It performs this task by:

• taking stock at least once a year of how and to what extent the regulations of the Code are being complied with;
• keeping up-to-date with national and international developments and practices in the area of corporate governance to ensure that national codes are convergent with these; and
• identifying gaps or ambiguities in the Code.

At least once a year, the Committee reports its findings to the Ministers of Economic Affairs and Climate Policy, Finance, and Legal Protection. In this report, the Committee may also provide guidelines for complying with one or more regulations in the Code.