General information

The corporate governance system in the Netherlands has witnessed important changes over the last decade. Following a very public debate about the maintenance of the wide arsenal of defensive measures against takeovers in the first half of the 1990s, a first attempt was made to produce corporate governance recommendations for listed companies. The forty recommendations of the Peters Committee, published in 1997, triggered general awareness of corporate governance questions.

The discussions on corporate governance were held against the background of the Dutch corporate law system that imposes a stakeholder rather than shareholder orientation of executive and supervisory boards of companies. The Dutch corporate law system includes distinct elements of employee codetermination: far-reaching works council powers and the Dutch structure regime for large companies, allowing employees to have a say in the appointment of supervisory directors. Dutch corporate law also, in general, allows a wide-ranging set of mechanisms that can be used not only to defend companies against hostile takeovers, but also to reduce substantially shareholders' involvement in corporate affairs under normal circumstances, including non-voting depositary receipts for shares, priority shares with special control rights, and structural delegation of authorities to the executive board.