Update Dutch Corporate Government Code

On 20 December 2022, the Corporate Governance Code Monitoring Committee updated the 2016 Corporate Governance Code1. The new Code introduces a number of, relatively minor, changes, especially in the areas of sustainability and diversity and inclusion, that could be relevant for your organisation. These changes are briefly outlined below.

1. When defining strategy and making decisions, directors should focus on long-term sustainability (value creation). In determining these sustainability aspects of strategy, the interests of relevant stakeholders of the company must be included in the policy (stakeholder dialogue). This is new, and potentially provides NGOs and other interest groups with an additional forum to apply pressure.
2. Companies must draw up a company-wide diversity and inclusion policy.
3. There is more focus on digitalisation and cybersecurity. Awareness and anticipation of risks is key: when shaping strategy, attention should at least be paid to the impact of new technologies and changing business models.
4. Finally, with regard to the themes of sustainability and digitalisation, the management board and the supervisory board should have in-depth knowledge and experience and it should be ensured that they receive sufficient training and education on these subjects.

Listed companies are expected to comply with the updated Corporate Governance Code if they have implemented the regulations and procedures by 31 December 2023 (to the extent necessary).

Please let us know if you have any queries about this topic. We are always happy to assist.

Authored by Maria Benbrahim and the Employment Team Amsterdam

Reference:

*1 The Corporate Governance Code is applicable to all companies with registered offices in the Netherlands whose shares or depositary receipts for shares have been admitted to trading on a regulated market or a comparable system or companies that choose to apply the Corporate Governance Code voluntarily.