Ahead of Dutch elections and the associated parliamentary recess in October 2025, we outline some recent parliamentary developments for listed companies. One development concerns a recent parliamentary debate on corporate governance and the Dutch Corporate Governance Code, in which far-reaching motions were tabled by GroenLinks-PvdA and D66. Another concerns the bill to permanently allow digital general meetings for legal entities, which is in the final stage of consideration in the lower house.

This article was updated on 6 October 2025.

Parliamentary motions on Dutch Code and corporate governance

Motions

Recently, the lower house of parliament debated two motions about corporate governance:

• A motion to abolish self-regulation for corporate governance tabled by GroenLinks-PvdA calling on the government to abandon self-regulation and thus the Corporate Governance Code and explore legislative measures to regulate companies. The party argued that the Corporate Governance Code Monitoring Committee is not functioning properly, and noted that the largest Dutch trade union, FNV, had withdrawn its formal support for the Code because its proposals on sustainable entrepreneurship, meaningful employee participation and responsible fiscal conduct had not been accepted.
• A motion to codify case law on director's duties tabled by D66, asking the government to incorporate into the Dutch Civil Code (a) Dutch case law on the duties and responsibilities of directors to act in the company's interest by promoting the undertaking’s enduring success while considering its stakeholders, and (b) Principle 1.1 of the Corporate Governance Code on sustainable long-term value creation.

Government response

The Minister of Economic Affairs advised against both motions. Regarding the call to abolish self-regulation and thus the Corporate Governance Code, the minister noted that in 2024, the Corporate Governance Code had been evaluated positively and enjoys broad support. Enshrining the Corporate Governance Code in statutory law and allowing the same to happen with Dutch case law, would result in increased regulatory burdens, according to the minister.

Response from supporting organisations

Following the debate, the remaining organisations that support the Corporate Governance Code issued a joint statement, expressing concerns about the first motion and reaffirming their strong endorsement of both the Code and its monitoring committee. They stressed the Code’s significance in promoting good governance among Dutch listed companies and contributing to sustainable long‑term value creation. They highlighted that the Code’s self‑regulatory character allows flexibility and responsiveness to societal developments – critical to maintaining effective corporate governance within the Dutch stakeholder framework. They also expressed regret over trade union FNV’s withdrawal as a supporting party last year and advocated its return, which would enable renewed engagement in the debate on good corporate governance.

Vote and amended motion

At the lower house vote on 9 September 2025, following the plenary debate, the motion put forward by D66 was rejected. The motion to abolish the Corporate Governance Code was adjourned.

On 2 October 2025, GroenLinks-PvdA tabled an amended motion removing the call to abolish self-regulation. The new motion asks the government to restart conversations about the Corporate Governance Code between the supporting parties by progressing on tax morality, with the minister also participating in part of the discussions. The minister approved the motion, but added that the Code is an instrument of self-regulation, preventing him from interfering substantively in the conversation. During the last parliamentary meeting of this lower house, the motion was voted on and narrowly adopted.

The Minister of Economic Affairs will attend the presentation of the Monitoring Committee's FY2024 report on 16 December 2025. He will suggest that the Monitoring Committee and the supporting parties include the matters mentioned in the adopted motion in their future considerations.

Bill on digital general meetings enters final stage in lower house

In May 2025, the lower house concluded the first period of plenary debate on the bill permanently allowing digital general meetings for Dutch legal entities. When it becomes law, the bill will establish a permanent legal basis for Dutch companies and associations to hold virtual general meetings, alongside the two existing options for holding general meetings: in-person-only meetings and hybrid meetings accessible both in person and electronically. See also our earlier article outlining the key elements of the bill.

Two amendments were tabled for plenary debate, with the Secretary of State of Justice and Security advising against adoption of the second amendment:

• Amendment No. 9 provides that even if the articles of association do not authorise it, all legal entities may hold a digital general meeting when exceptional circumstances seriously threaten either the "continuity of decision-making" by the general meeting or the health and safety of those entitled to attend. Exceptional circumstances include a pandemic, natural disaster, war, terrorist threat, or other unforeseen emergency.
• Amendment No. 10 provides that annual general meetings (AGMs) of listed companies may not be held virtually, except in statutory emergency situations, in which case a digital AGM remains possible. Listed companies may hold an extraordinary general meeting (EGM) virtually if their articles of association provide for this option.

The Combined Corporate Law Committee has issued an advisory opinion in response to the debate and finds no justification to make an exception to AGMs of listed companies.

The May 2025 plenary debate was adjourned after the first round of speeches. The final debate on the bill is scheduled for the week starting 24 November 2025, which is after the national elections.