The Dutch Corporate Governance Code sets out how listed companies should be governed: the roles of the management board and the supervisory board, remuneration, risk management and the position of shareholders. It is not legislation, but it is not voluntary either: Dutch listed companies must state in their management report how they apply it and explain any departures, under Article 2:391 of the Dutch Civil Code (BW).
That is the comply-or-explain principle. A company may depart from a best practice provision, provided it says so and gives reasons. The Corporate Governance Code Monitoring Committee (Monitoring Commissie Corporate Governance Code) monitors compliance each year. Below we explain to whom the Code applies, how it developed, what it requires in outline and how companies can report on it properly.
What is the Dutch Corporate Governance Code?
It is a code of conduct for listed companies, consisting of principles and best practice provisions. It governs the relationships between the management board, the supervisory board and the general meeting of shareholders.
The Code works as a form of self-regulation. It was drawn up by representatives of companies, investors and other stakeholders, and it is backed by six parties: Eumedion, Euronext Amsterdam, trade union CNV, the Dutch Investors’ Association (VEB), the Association of Securities-Issuing Companies (VEUO) and employers’ organisation VNO-NCW. The Code is published by the Monitoring Committee on its website.
The Code supplements the law. Much of Dutch corporate governance is laid down in Book 2 BW, for instance the duties of directors and supervisory directors, the powers of the general meeting and the rules on the two-tier and one-tier board structure. The Financial Supervision Act (Wet op het financieel toezicht, Wft) adds rules for listed companies, such as market abuse and disclosure rules. The Code goes further on points that the law leaves open, such as the independence of supervisory directors and the composition of committees.
Key concepts
The Code uses a number of terms that recur throughout:
- Management board: responsible for strategy and the day-to-day management of the company.
- Supervisory board: supervises the management board and the general course of affairs, and advises the management board. In a one-tier board, the non-executive directors perform this role.
- General meeting: the shareholders, who exercise control through their voting rights.
- External auditor: audits the financial statements independently.
- Comply or explain: apply a provision, or explain why the company departs from it.
To which companies does the Code apply?
The Code applies to Dutch listed companies: companies with their registered office in the Netherlands whose shares or depositary receipts are admitted to trading on a regulated market, such as Euronext Amsterdam. Other companies may apply it voluntarily.
The legal basis lies in Article 2:391(5) BW. That provision allows a code of conduct to be designated by order in council (algemene maatregel van bestuur). The Code has been designated in this way, which means that listed companies must include a statement on their compliance in their management report. Dutch institutional investors, such as pension funds, must also report on their compliance with the provisions of the Code that concern them.
Unlisted companies are not bound. Many family businesses, foundations and semi-public organisations still use the Code as a reference, and some sectors, such as healthcare, housing associations and education, have their own governance codes. For larger unlisted companies, the statutory rules in Book 2 BW, such as the large company regime (structuurregime), may be more relevant.
How has the Code developed?
The first Code dates from 2003 and was named after the chair of the committee that drafted it, Morris Tabaksblat. It was revised in 2008 (Frijns committee), 2016 (Van Manen committee) and 2022. The most recent version was published on 29 October 2025.
The 2016 revision put long-term value creation and culture at the centre. The 2022 revision gave more weight to sustainability, diversity and the role of stakeholders. The Monitoring Committee’s website publishes the current text of the Code, together with its annual monitoring reports. Check there which version applies to the financial year on which your company reports, because a new version usually applies from a specific financial year onwards.
The Monitoring Committee is appointed by the Minister of Economic Affairs. It monitors how companies apply the Code, identifies gaps and ambiguities and proposes updates. It has no power to impose sanctions.
What does the Code require?
The Code is built around a few themes: long-term value creation, effective management and supervision, remuneration, the general meeting and the one-tier board structure. Each theme contains principles and more detailed best practice provisions.
Under the 2022 Code, for example, the management board must develop a strategy aimed at long-term value creation and take into account the interests of stakeholders. The management board is responsible for risk management and internal control and must report on these in the management report. The supervisory board supervises that strategy and the risks involved.
The independence of supervisory directors is a central point. The 2022 Code requires that more than half of the supervisory board members be independent, and sets criteria to determine independence, such as recent employment with the company or a significant shareholding. It also contains rules on the audit, remuneration and selection and appointment committees, on the term of office of supervisory directors and on the evaluation of the board.
On remuneration, the Code builds on the statutory rules. Since the implementation of the Shareholder Rights Directive, listed companies must submit a remuneration policy to the general meeting and publish a remuneration report on which shareholders vote in an advisory capacity (Articles 2:135a and 2:135b BW). The Code adds guidance on the structure of remuneration and its link to long-term value creation.
Other statutory rules apply alongside the Code. Since 1 January 2022, the supervisory board of a listed company must consist of at least one-third men and at least one-third women; an appointment in breach of this rule is void (Article 2:142b BW). Transactions with related parties are subject to the rules in Articles 2:167 to 2:170 BW.
What happens if a company does not comply?
Departing from a provision is allowed, as long as the company explains it properly. What is not allowed is failing to report on compliance at all, or giving an explanation that does not reflect reality.
The Monitoring Committee reports on compliance each year and can make recommendations, but it cannot impose sanctions. Enforcement comes from other directions. The Dutch Authority for the Financial Markets (AFM) supervises financial reporting by listed companies and can take action if the management report lacks the required statement. Interested parties can ask the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal to order a company to improve its annual report (Article 2:447 BW). And shareholders can hold the boards to account at the general meeting, for instance by voting against the discharge of directors or against reappointments.
Governance failures can also be relevant in inquiry proceedings before the Enterprise Chamber, in which the court examines whether there has been mismanagement. A company’s approach to the Code can then be one of the factors the court considers.
How do you report on the Code properly?
Start with an inventory of your current governance and compare it with each provision of the applicable version of the Code. Then decide, provision by provision, whether you comply or will explain a departure.
Step 1: assess the current structure
- the composition of the management board and the supervisory board, including independence and diversity;
- the existing committees, such as the audit, remuneration and selection and appointment committees;
- risk management and internal control systems;
- the relationship with the external auditor and the internal audit function;
- the governance sections of recent management reports.
A company that finds, for example, that fewer than half of its supervisory directors meet the independence criteria must either adjust the composition of its board or explain why it departs from that provision.
Step 2: implement or explain
Where the company complies, make sure the underlying documents are in order: board regulations, committee charters, a diversity policy, a remuneration policy and a policy on bilateral contacts with shareholders. Where it departs, record the reasons in a board resolution, so that the explanation in the management report is consistent with the decisions actually taken.
Step 3: monitor and report
Include the corporate governance statement in the management report, with a clear explanation of each departure. Review compliance regularly during the year, and in any case when a new version of the Code is published. The supervisory board should be closely involved, because much of the Code concerns its own functioning.
Which mistakes should you avoid?
The most common mistake is an explanation that is too general. A statement such as “the company considers this provision not appropriate” does not tell shareholders anything and invites criticism.
A good explanation states which provision is not applied, why, what the company does instead and, where relevant, whether the departure is temporary. The Monitoring Committee regularly calls on companies to improve the quality of their explanations.
A second mistake is implementing a new version of the Code late. Changes to board regulations, committee charters and policies take time and sometimes require a resolution of the general meeting. Start as soon as a new version is published. A third mistake is treating governance as an administrative task for the company secretary alone. The Code concerns the functioning of the boards themselves, so the management board and supervisory board must own it.
How does it work in practice?
In practice, most listed companies comply with the vast majority of provisions and explain a limited number of departures. The difference lies in the quality of those explanations and in whether governance actually works as described.
Take a company that is newly listed on Euronext Amsterdam. Before the listing, it adapts its articles of association, adopts board regulations and appoints independent supervisory directors. Its founder remains a major shareholder with a seat on the supervisory board. The company explains in its first management report how this fits with the independence provisions, and what measures it has taken to protect minority shareholders. That is how comply or explain is meant to work.
In summary
- The Code applies to Dutch listed companies and is designated under Article 2:391(5) BW; they must report on compliance in their management report.
- Comply or explain: a company may depart from a provision, provided it explains why.
- The Monitoring Committee monitors compliance but cannot impose sanctions; the AFM, the Enterprise Chamber and shareholders provide enforcement.
- The Code covers long-term value creation, management and supervision, remuneration and the general meeting, alongside statutory rules in Book 2 BW.
- The latest version was published on 29 October 2025; check which version applies to your financial year.
Frequently asked questions
Does the Code also apply to unlisted companies?
No. The Code applies to Dutch companies whose shares or depositary receipts are listed on a regulated market. Unlisted companies can apply its principles voluntarily, and some sectors have their own governance codes.
What happens if the Monitoring Committee finds non-compliance?
The Monitoring Committee publishes annual reports and can make recommendations, but it has no power to impose sanctions. A missing or inadequate compliance statement can, however, lead to action by the AFM or proceedings before the Enterprise Chamber, and shareholders can raise it at the general meeting.
How often is the Code updated?
There have been versions in 2003, 2008, 2016, 2022 and 2025. The Monitoring Committee monitors developments continuously and proposes updates when needed.
What role does the external auditor play?
The external auditor audits the financial statements and checks whether the management report contains the information required by law, including the corporate governance statement, and whether it is consistent with the financial statements. The auditor does not assess whether the company’s governance choices are right.
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