DPCL 1 - Dutch Private and Corporate Law – A Summary of
the DCGC
Dutch corporate governance code Summary and
practice questions
To prepare a student for an exam on the Dutch Corporate Governance Code 2022, it's
important to expand on the key concepts, principles, and applications. Below is a detailed
outline of the content, covering essential ideas that would equip a student with sufficient
knowledge to answer potential exam questions.
1. Introduction to Corporate Governance and the Dutch Corporate Governance Code
(2022)
- Corporate Governance: Refers to the systems, principles, and processes by which
companies are directed and controlled. It ensures transparency, accountability,
and fairness in a company’s relationship with its stakeholders.
- Dutch Corporate Governance Code: A self-regulatory framework that governs the
management, supervision, and accountability mechanisms for listed companies in
the Netherlands.
- Scope: Applies to companies whose shares or depositary receipts are traded on
regulated markets in the Netherlands. It also covers large private companies
(balance sheet value > €500 million).
- Historical Context: Initially introduced in 2003, amended in 2008 and 2016, with
the latest version released in December 2022.
- Key Objective: Facilitates responsible and transparent decision-making while
aligning the interests of shareholders, management, and other stakeholders. This
fosters confidence in good corporate governance.
2. Core Principles of the Dutch Corporate Governance Code
2.1 The “Comply or Explain” Principle
- Definition: Companies are expected to either comply with the Code’s principles or
explain why they have deviated from them.
- Flexibility: Unlike strict legal requirements, the Code allows companies to tailor
their governance approach based on specific needs, provided deviations are
justified.
- Importance for Exams: Understanding why this principle is fundamental to
corporate governance in the Netherlands and how it promotes transparency and
accountability is crucial.
3. Chapter 1: Sustainable Long-Term Value Creation
3.1 Sustainable Value Creation
- Definition: Focuses on balancing People, Planet, and Profit (the three Ps) to ensure
the long-term viability of the company.
- Management Board’s Role: The board is responsible for developing and
implementing strategies that prioritize long-term value creation while considering
environmental and social impacts.
, 3.2 Risk Management
- Internal Risk Management Systems: Companies must have internal systems to
identify, assess, and manage risks related to their strategy, operations,
compliance, and reporting.
- Types of Risks: Strategic, operational, compliance, and financial risks, including
cybersecurity, climate change, supply chain dependencies, and ethical use of new
technologies (e.g., AI).
3.3 Role of the Supervisory Board
- Monitoring Role: The supervisory board oversees the management board’s efforts
toward long-term value creation. This includes supervising risk management
processes, sustainability initiatives, and stakeholder engagement.
4. Chapter 2: Effective Management and Supervision
4.1 Board Composition
- Diversity and Expertise: Management and supervisory boards should reflect
diversity in gender, nationality, expertise, and background. This diversity helps
prevent “groupthink” and enriches decision-making.
4.2 Appointment, Succession, and Evaluation
- Appointment: The management and supervisory boards must follow formal,
transparent procedures for the appointment and reappointment of board
members.
- Key Focus: Succession planning should ensure continuity in leadership and
expertise.
- Board Evaluation: Regular evaluation of the board’s functioning as a collective and
individual members is essential for improving effectiveness.
4.3 Preventing Conflicts of Interest
- Conflicts of Interest: Board members must avoid situations that compromise their
ability to act in the company’s best interest. The Code outlines best practices to
prevent such conflicts.
5. Chapter 3: Remuneration
5.1 Remuneration Policies
- Remuneration for Management: Companies should adopt a clear, fair, and
transparent remuneration policy that aligns with the company’s strategy and long-
term interests. This includes appropriate incentives for achieving both financial
and non-financial objectives.
- Exams: Students may be asked to discuss how remuneration policies contribute to
long-term value creation or why transparency in remuneration is important.
5.2 Supervisory Board Remuneration
- Supervisory Board Compensation: Remuneration should not be dependent on the
company’s financial performance to ensure independence.
- Exams: Be able to explain the rationale behind fixed remuneration for supervisory
board members.
