In December 2022, the Dutch Corporate Governance Code was last updated. The Minister of Economic Affairs announced at the time that he would explore how the Code could be made future-proof. This exploration resulted in the temporary absence of a monitoring committee. On 17 march 2025 the Minister has appointed a new monitoring committee. The committee consists of the following members: Mr Rob van Wingerden (chairman), Mr John Bendermacher, Mr Chris Figee, Mrs Karien van Gennip, Mr Marnix van Ginneken, Mr Marnix Holtzer, Mrs Daniëlle Melis and Mrs Lokke Moerel.
In the meantime a VOR working group (with members from all parties supporting the Code) took the initiative to work on the inclusion of a statement on risk management (VOR) in the Code. The working group reached an agreement on the inclusion of a VOR in the Code at the end of 2023 and requested the Minister to take care of inclusion of the VOR in the Code as soon as possible.
Updated Corporate Governance Code 2025 - VOR
At the explicit request of the VOR working group, and taking into account the support for the proposal among the parties involved, the new committee has decided to immediately incorporate the VOR proposal in full into the Code. The main changes have been incorporated into best practice provision 1.2.1, principle 1.4, in particular 1.4.2 and 1.4.3, and the accompanying explanations as well as in best practice provision 1.5.3. The provisions relating to the VOR apply from the financial year beginning on or after 1 January 2025.
According to the firm impression of the committee, many of the companies subject to the Dutch Code have already started preparing for this.
Technical adjustments to the Code
In addition to the integration of the VOR proposal into the Code, the update includes a number of technical changes as a result of changes in legislation and regulations. The adjustments are not intended to change the scope compared to what was included in the Code 2022. These changes concern the adoption of the Corporate Sustainability Reporting Directive ('CSRD') and Corporate Sustainability Due Diligence Directive ('CSDDD'). For example, in the explanation of principle 1.1 Sustainable long-term value creation, it is now stated that the CSRD and CSDDD have been adopted by the European Council. Possible effects on the Code of the Omnibus package presented by the European Commission in February 2025 will be processed where necessary in the next update of the Code.
In addition, in the explanation of principle 2.6 Misconduct and irregularities, reference is no longer made to the Whistleblowers' House Act, but to the Whistleblowers' Protection Act (Wet Bescherming Klokkenluiders), since the latter entered into force on 18 February 2023 and replaced the Whistleblowers' House Act.
VOR from financial year 2025
The provisions regarding the VOR apply from financial years starting on or after 1 January 2025. With the adjustments in the Code, the board of the company must declare in the board report that internal risk management and control systems provide at least a limited level of assurance that the sustainability reporting does not contain any material misstatements. The board report must also explain what level of assurance these systems provide that the operational and compliance risks are effectively controlled.
Click this link to read the updated Dutch Corporate Governance Code 2025 (in Dutch).
Click this link for more information relating to the new committee and the changes to the code (in Dutch).
An English translation of the updated Corporate Governance Code 2025 has not been published yet.
