What is the Dutch Corporate Governance Code?

Dutch term: Corporate governance code | Legal basis: Besluit Corporate Governance 2022

The Dutch Corporate Governance Code is a set of principles and best practice provisions for the governance of Dutch listed companies (N.V.'s with shares listed on a regulated market). The code operates on a 'comply or explain' basis: listed companies must either comply with each provision or explain in their annual report why they deviate.

The 2022 version of the code covers topics including board composition and diversity, risk management and internal control, remuneration, shareholder engagement, long-term value creation and sustainability (ESG). The code is not directly applicable to non-listed B.V.'s, but its principles are sometimes used as a benchmark for governance in large private companies and joint ventures.

Why it matters for international businesses

For international investors in Dutch listed companies, the Corporate Governance Code sets the governance expectations for board conduct, shareholder rights and disclosure.