On 11 February 2016 the Monitoring Committee (the "Committee") published the long-awaited consultation concerning the new Corporate Governance Code (the "Code"). The proposed wording of the Code has been prepared by the Committee on the basis of the input provided by various organizations including VNO-NCW (representing employers), FNV and CNV (representing employees), VEUO (representing companies listed on Euronext), Eumedion (the representative organization of institutional investors), VEB (the representative organization of Dutch investors), and Euronext. The consultation aims to revise the Code pursuant to the input and findings obtained in the consultation phase. The Code was last revised in 2008.

The most important themes of the consultation document regarding the revision of the Code are:

  1. Long term value creation including the following subject matters:
  • the strategy;
  • the role of supervisory directors; and
  • accountability in the management report.
  1. Reinforcement of risk management including the following subject matters:
  • risk management and accountability;
  • internal audit function; and
  • the role of the supervisory board, the audit committee and the external accountant.
  1. Effective management and supervision including the following subject matters:
  • the role of the executive committee;
  • diversity;
  • expertise of the management board and the supervisory board;
  • independence of the supervisory directors also in relation to shareholding;
  • term of appointment and succession; and
  • special take-over committee.
  1. Culture: special attention to culture and conduct.
  2. Remuneration including the following subject matters:
  • simplification of the remuneration of and the remuneration policy applying to managing directors;
  • remuneration of supervisory directors in shares; and
  • remuneration of members of the executive committee.
  1. Shareholders meetings including the following subject matters:
  • clarification of the response time; and
  • the provision of information in English.
  1. Clarification of the requirements applying to the quality of reporting.

We will send an extensive Alert shortly to discuss the various themes outlined above in more detail.

The consultation period will last 8 weeks, from 11 February up to and including 6 April 2016.

On 11 February 2016 the Committee also published the annual monitoring report regarding compliance with the Code in the financial year 2014. During 2015, according to the Committee, besides monitoring compliance with the Code, it mainly focused its attention on the revision of the Code. Research was conducted in three separate areas: i) research regarding compliance with the Code in the financial year 2014; ii) research regarding protective measures; and iii) research regarding the international context of the Code. In the monitoring report the Committee refers to its proposals to revise the Code in the consultation document, while taking into account the national and international developments in the area of corporate governance.