Corporate governance in the Netherlands

Following other countries The Netherlands welcomed in 1997 the rapport of the Peeters' committee (Corporate Governance in The Netherlands) with forty recommendations. Two years later another committee reported about Health Care Governance. After some scandals regarding (beursvennootschappen) a new committee was established under the leadership of Morris Tabaksblat, former CEO of Unilever. Mid 2004 the committee presented the draft of The Dutch Corporate Governance Code, followed by the final report in December 2004. This Code is based on the existing Dutch company law and jurisprudence containing principles for good corporate governance.


The principles are worked out in best practice rules meant for Dutch listed companies. At this moment companies are invited to follow these rules, they are not obligatory. A basic rule is that companies have to comply or explain why they do not follow the Code.


The best practice rules regard the following items:

• Way of managing the company in realising its goals and principles, including transparency in the information supplied to the supervisory board, the shareholders and the other stakeholders;
• Level and structure of the directors' remuneration, including the reporting about it;
• Avoidance of any form or appearance of conflict of interest;
• Structure and methods of the board of supervisory directors, including rules for independence and expertise;
• Role and participation of the company's shareholders, including the process of reporting to them;
• Financial reporting and auditing.

Though these rules are not intended for smaller companies, it is to be expected that the Code will also influence in the organization of other companies and institutions. More information about the code can be found (translated in English) on the website: www.commissiecorporategovernance.nl.


The Dutch government has announced that it will submit a legislative proposal to incorporate the Code into Dutch company law.