Click here for the text of the Decree.
Below you will find more information on the revised Dutch Corporate Governance Code.
On 20 December 2022, the 2016 Dutch Corporate Governance Code was updated. The updated Code sharpens the focus on sustainability aspects of companies. Sustainable long-term value creation is the key consideration for management board and supervisory board when determining strategy and making decisions, and stakeholder interests should be taken into careful consideration. There is no prescribed outcome for the balancing of relevant interests and external effects in specific cases. The responsibility on sustainability that can be expected from board members in the performance of their duties should not be equated with personal liability of a board member, which requires serious culpability of the board member. Shareholders should recognize the importance of a strategy focused on sustainable long-term valuation.
Diversity & Inclusion
With regard to diversity & inclusion, the explanatory notes to the Code emphasise that board diversity goes beyond gender and concerns all aspects and personal characteristics in which people differ from each other, including sex and gender identity, age, ethnicity, occupational disabilities and sexual orientation. Inclusion is about the company’s ability to create a culture in which every employee feels valued and respected; it also concerns social safety (sociale veiligheid). The management board and supervisory board should consider the company’s social role on diversity and inclusion, its relevance to the culture of the company and its implementation in leadership development. The corporate governance statement should reflect on the D&I policy, in particular on the results thereof and, to the extent possible, provide an insight into the inflow, progression and retention of employees.
Digitisation
The Code reflects the importance of the transformation of our society in terms of both sustainability and digitisation. The management board and supervisory board must have in-depth knowledge and experience to further develop these themes in the company and monitor their quality. Companies may choose to appoint a specific digitization and sustainability supervisory director and/or a managing director with specific knowledge in this area. Such appointment does not release the other board members from close involvement with these themes. Cyber security, supplier and chain dependencies, data protection and ethically responsible application of new technologies are mentioned in the explanatory notes to the Code as examples of risks that should be assessed by the management board.
Remuneration
The Code does not contain major changes with regard to remuneration, other than references to sustainability. The remuneration policy and remuneration report should refer to sustainable long-term value creation. Following the explanatory notes to the Code the remuneration report should explain how the implementation of the remuneration policy contributes to sustainable long-term value creation.
Read the full update below.
Updated Corporate Governance Code-December 2022
