New Dutch Corporate Governance Code enters into force


On 7 September 2017, a statutory basis for the new version of the Dutch Corporate Governance Code (the “Code”) was created. The new Code will replace the previous version on 1 January 2018.

Dutch listed companies will be required to report on compliance with the new Code in their management reports for 2017. The Code is also based on the 'comply or explain' principle.

The most notable features of the new Code are:

  • its focus on long term value creation;
  • provisions on enhanced risk management;
  • new rules for effective management and supervision;
  • the introduction of culture and conduct as part of corporate governance;
  • simplified rules for remuneration;
  • new rules regarding the relationship with shareholders; and
  • clarification of the requirements on the quality of explanation.

CMS has developed new corporate governance tools on the basis of the new Code, including rules governing supervisory boards and their committees, rules governing management boards, and a corporate governance checklist enabling companies to assess their compliance with the new Code. Please contact us if you are interested in receiving these documents.

See also our earlier eAlert for a description of the most important changes to the Code. The new Code can be found here.