The Dutch Corporate Governance Code (see: www.commissiecorporategovernance.nl) contains principles and best practice provisions that regulate relations between the Executive Board, the Supervisory Board and the shareholders (i.e. the General Meeting of shareholders).
The Corporate Governance Code
Although the relations between the company and its employees (staff representatives) are regulated elsewhere, their interests should be taken into account as they form part of all stakeholders of the company. The Code is part of a larger system, together with Dutch and European legislation and case law on corporate governance, which must be viewed in its entirety.
The Code is an instrument of self-regulation, to influence the behaviour of Executive Board members, Supervisory Board members and shareholders, and is based on the principle, accepted in the Netherlands, that a company is a long-term alliance between the various parties involved in the company.
The Executive Board and the Supervisory Board have overall responsibility for weighing up interests of all stakeholders of the company, generally with a view to ensuring the continuity of the enterprise, while the company endeavours to create long-term shareholder value.
Confidence, integrity, transparancy and supervision
If stakeholders are to cooperate within and with the company, it is essential for them to be confident that their interests are represented. Good entrepreneurship, which includes integrity and transparency of the Executive Board’s actions, as well as effective supervision of their actions and accountability for such supervision, are essential conditions for stakeholder confidence in management and supervision. These are the two pillars on which good corporate governance is founded and which are the basis of this Code.