Corporate Governance Document Template for Netherlands

A Corporate Governance Document outlines how a Dutch company makes decisions, manages risks, and protects stakeholder interests. It sets clear rules for board responsibilities, shareholder rights, and reporting requirements in line with the Dutch Corporate Governance Code.

Think of it as your company's rulebook for good business behavior. It covers key areas like executive compensation, risk management, and sustainability goals - all tailored to meet Dutch legal standards. Companies listed on Euronext Amsterdam must follow these guidelines and explain any deviations in their annual reports.

Use a Corporate Governance Document when starting a new Dutch company or updating existing governance structures. It's especially crucial during key business changes like going public, merging with another company, or bringing in new major shareholders.

Many organizations create or revise their governance documents before annual shareholder meetings, when preparing for audits, or after changes in Dutch corporate law. The document helps prevent conflicts, streamlines decision-making, and demonstrates compliance with the Dutch Corporate Governance Code - particularly important for companies seeking investment or planning international expansion.

• Board Governance: Details the supervisory and management board structures, meeting procedures, and decision-making processes in line with Dutch two-tier board system
• Shareholder Rights: Outlines voting procedures, dividend policies, and protection mechanisms specific to Dutch corporate law
• Risk Management: Covers internal controls, compliance frameworks, and reporting requirements under Dutch regulations
• Sustainability Focus: Addresses ESG responsibilities, stakeholder engagement, and non-financial reporting obligations
• Executive Policies: Details remuneration policies, succession planning, and board diversity requirements under Dutch governance codes

• Board Members: Both supervisory and management board members use these documents to understand their duties and decision-making powers
• Company Secretary: Maintains and updates the governance document, ensuring compliance with Dutch law and corporate requirements
• Legal Counsel: Drafts and reviews the document to align with Dutch Corporate Governance Code and relevant regulations
• Shareholders: Reference the document for their rights, voting procedures, and engagement mechanisms
• External Auditors: Use it to verify compliance and corporate governance practices during annual reviews

• Company Structure: Gather details about board composition, shareholder structure, and organizational hierarchy
• Legal Framework: Review current Dutch Corporate Governance Code requirements and industry-specific regulations
• Risk Assessment: Document key business risks, control measures, and reporting procedures
• Stakeholder Input: Collect feedback from board members, major shareholders, and key executives
• Documentation: Compile existing policies, procedures, and reporting templates
• Review Process: Set up internal validation steps and approval procedures before implementation

• Board Structure: Details of supervisory and management board composition, duties, and meeting procedures
• Shareholder Rights: Voting procedures, dividend policies, and protection mechanisms under Dutch law
• Risk Management: Internal control systems and compliance monitoring procedures
• Reporting Framework: Annual report requirements, financial statements, and non-financial disclosures
• Code Compliance: Explicit reference to Dutch Corporate Governance Code principles
• Conflict Resolution: Procedures for handling disputes and conflicts of interest
• Amendment Process: Rules for modifying governance policies and procedures

A Corporate Governance Document differs significantly from a Corporate Ethics Policy in several key ways. While both support organizational integrity, they serve distinct purposes in Dutch business operations.

• Scope and Authority: Corporate Governance Documents outline the entire structural framework of company management, while Ethics Policies focus specifically on behavioral standards and moral guidelines
• Legal Requirements: Governance documents must comply with Dutch Corporate Governance Code and company law, whereas Ethics Policies are more flexible internal guidelines
• Implementation Level: Governance documents operate at the board and shareholder level, directing major corporate decisions. Ethics policies guide day-to-day employee conduct and business practices
• Enforcement Mechanism: Governance violations can lead to legal consequences and shareholder actions, while ethics breaches typically result in internal disciplinary measures