Quoted: The updated Dutch Corporate Governance Code

News

03-04-2023

On 20 December 2022, the Corporate Governance Code Monitoring Committee (Committee) published an update to the Dutch Corporate Governance Code (Governance Code, and the so updated Governance Code: 2022 Governance Code). According to the Committee, the Governance Code needed to be updated in areas such as long-term value creation, diversity and the role of shareholders. Furthermore, the Committee considered it useful to make some additional updates based on legislative and regulatory changes.

The 2022 Governance Code entered into force as for the financial year beginning on or after 1 January 2023, meaning that compliance with the 2022 Governance Code will need to be accounted for in the management report for the financial year 2023. The Governance Code applies on a "comply-or-explain" basis, requiring companies to give an account on how they have applied the Governance Code in the Company’s management report either by confirming that they have complied with the Governance Code’s principles or, where they have deviated from the Governance Code, by explaining their reasons.

In this edition of Quoted the main changes to the Governance Code are discussed and highlighted, thereby focussing on three principal themes:

sustainable long-term value creation (paragraph 2),
the role of shareholders (paragraph 3), and
diversity and inclusion (paragraph 4).

In these paragraphs we also discuss other recent developments concerning these themes. Lastly, in paragraph 5 we address some other relevant updates to the Governance Code.