NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
Dutch Civil Code (Burgerlijk Wetboek) Book 2 of the Dutch Civil Code is the primary source of corporate law in the Netherlands. The following matters are governed by Book 2 of the Dutch Civil Code, among other things: • the various corporate bodies within a compa - ny (eg, general meeting, management board and supervisory board); • the duties, powers and liabilities of these corporate bodies; • specific rules on representation and directors’ conflicts of interest; • shareholder rights, including information, meeting and voting rights; and • financial reporting and disclosure. Book 2 of the Dutch Civil Code sets out the man - datory and default rules for the governance of legal persons in the Netherlands, and applies to both privately held and publicly listed compa - nies, with some provisions tailored to listed NVs and BVs. Financial Supervision Act (Wet op het financieel toezicht) In addition, Chapter 5 of the Financial Super - vision Act provides for rules on the supervi - sion of the business conduct of a legal entity whose securities are admitted to trading on a regulated market (hereafter, the “issuing institu- tion” ). It contains rules on the disclosure of major holdings, financial reporting, the prevention of market abuse and the obligations of institutional investors. The Dutch Authority for the Financial Markets ( Autoriteit Financiële Markten – AFM) supervises compliance with these rules. Dutch Corporate Governance Code The Dutch Corporate Governance Code (hereaf - ter, the “CG Code” ) is a principle-based instru - ment that applies on a comply-or-explain basis.
The CG Code focuses on the governance of Dutch listed companies and provides guidelines for effective co–operation and management. The CG Code was first established in 2003 and was amended in 2008, 2016 and 2022. The CG Code 2022 came into force on 1 January 2023. Dutch listed companies reported on the CG Code 2022 for the first time in 2024 in the management report for financial year 2023. The Monitoring Committee CG Code (hereafter, the “Commis- sion” ) issued an update of the CG Code on 20 March 2025, mainly introducing the risk man - agement statement – a new risk management statement that strengthens reporting obligations on risk oversight. See 2.1 Hot Topics in Corpo- rate Governance for more information on the risk management statement. The CG Code applies to Dutch listed companies. The purpose of the CG Code, as set out therein, is to realise, with or in relation to legislation and regulations, a sound and transparent system of checks and balances within Dutch listed com - panies and to regulate the relationships between the management board, the supervisory board and the general meeting/shareholders for this purpose. Compliance with the CG Code should contribute to confidence in good and responsi - ble management of companies and their embed - ding in society. The CG Code contains principles and best practice provisions regulating the relationship between the management board, the supervi - sory board (or the one-tier board as the case may be) and the general meeting/shareholders of Dutch listed companies. The principles and best practice provisions aim to define responsi - bilities for sustainable long-term value creation, risk control, effective management and super - vision, remuneration and the relationship with
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