On 8 December 2016 the new Dutch Corporate Governance Code ("the Code") was published. The Code will enter into effect as of the financial years beginning on or after 1 January 2017. Dutch companies with a listing in the Netherlands or in any other country will have to report for the first time on compliance with the Code in their annual report for the financial year 2017. In short, the Code introduces the following new elements (compared to the present code which dates from 2008).
12 December 2016
- The company' s aim is to create long term value. The board of management should develop an adequate strategy for achieving this. In this context the board of management will have to consider the interests of all stakeholders.
- The board of management should involve the board of supervisory directors timely in relation to the development of the company' s strategy for realizing long term value.
- In the management report the board of management will have to explain and render account of the efficiency of the company' s internal control systems.
- The installation of an executive committee should not in any way affect the responsibilities and the expertise of the board of management. The board of supervisory directors should carefully supervise the dynamics between the board of management and the executive committee.
- A board of supervisory directors will be considered independent in the sense of the Code if less than half of the number of supervisory board members is not independent (in the sense of the Code), rather than one supervisory board member not being independent, as is the case in the present (2008) code.
- Contrary to earlier statements, the interdiction for supervisory board members to receive a remuneration from the company in the form of shares or share options will be maintained. In the context of defining the company's remuneration policies, information will have to be given on the company' s prevailing remuneration ratios.
- Supervisory board members are appointed for an maximum term of four years. They may be reappointed once for a maximum period of four years.
- The board of management should develop a company culture which reflects long term value creation.
- The board of supervisory directors should implement a diversity policy for the composition of the board of management, the board of supervisory directors and, to the extent applicable, the executive committee.
- The Code includes a number of specific provisions for purpose of adequate application of the Code to a unitary (one tier) board structure.