21 December 2022

2022 Dutch Corporate Governance Code published

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On 20 December 2022, the Monitoring Committee presented an update of the Dutch Corporate Governance Code. The 2022 Code:

  • further defines the concept of long-term value creation, which was already included in the 2016 Code, by stipulating that the long-term value should be created in a sustainable manner
  • provides more detailed best practices on the company's stakeholder dialogue, specifically the dialogue with shareholders
  • pays greater attention to the importance of new technologies and changing business models
  • does not bring substantive changes to the in-control statement
  • contains additional provisions on diversity and inclusion (D&I), the presence of D&I policies, and the reporting on D&I
  • further emphasises the importance of company culture, by including this in the supervisory board's annual self-evaluation, noting that the culture at the company should also promote the tackling of misconduct, and by introducing additional reporting obligations
  • states that institutional investors which make use of the services of proxy advisors should encourage those advisors to be prepared to enter into a dialogue with the company about their voting policy, guidelines and specific voting recommendations

In this article, you will find a more in-depth analysis of these and certain other elements of the 2022 Code.

Should you have any questions, please get in touch with your contact at De Brauw or with one of our experts.