On 8 December 2016 the Monitoring Committee Corporate Governance Code published a new version of the Dutch Corporate Governance Code (hereinafter: Code). On 7 September 2017 a statutory basis for the Code was provided for. The new Code replaces the Code of 2008 as of 1 January 2018.

Dutch listed companies will be required to report on compliance with the new Code in the management report for 2017. The new Code is also based on the 'comply or explain' principle.

The most significant consequences resulting from the new Code are:

  • focus on long term value creation;

  • enhanced risk management;

  • new rules for effective management and supervision;

  • introduction of culture and conduct as part of corporate governance;

  • simplified rules for remuneration;

  • new rules regarding the relationship with shareholders;

  • clarification on the requirements to the quality of explanation.

CMS has developed new corporate governance tools on the basis of the new Code, including rules governing the supervisory board and its committees, rules governing the management board and a corporate governance checklist enabling companies to asses as to whether the new Code is complied with. These documents will be provided upon request.

See also our earlier newsflash for a description of the most important changes to the Code. The new Code can be found here.