Corporate Governance in the Netherlands : A Practical Guide to the New Corporate Governance Code / editors, R. H. Kleipool, Martin van Olffen, and Bernard Roelvink.

Format:

Book

Contributor:

Kleipool, Reinier, editor.

Olffen, M. van, 1961- editor.

Roelvink, Bernard, editor.

Language:

English

Subjects (All):

Corporate governance--Law and legislation.

Corporate governance.

Physical Description:

1 online resource (194 pages)

Edition:

First edition.

Place of Publication:

The Hague, The Netherlands : Eleven International Publishing, [2018]

Summary:

Corporate governance in the Netherlands is beginning to develop its own history.On 8 December 2016, the third Dutch Corporate Governance Code was published.The 2016 Code introduces many new ideas and responds to current developments in corporate governance issues.The Code is not static - it follows the dynamics of our society.

Contents:

Intro

Table of Contents

Foreword

Introduction to the History, Background and Key Provisions of the New Code

1 Long-Term Value Creation

1.1 Long-Term Value Creation

1.1.1 Long-Term Value Creation Strategy

1.1.2 Involvement of the Supervisory Board

1.1.3 Role of the Supervisory Board

1.1.4 Accountability of the Management Board

1.2 Risk Management

1.2.1 Risk Assessment

1.2.2 Implementation

1.2.3 Monitoring of Effectiveness

1.3 Internal Audit Function

1.3.1 Appointment and Dismissal

1.3.2 Assessment of the Internal Audit Function

1.3.3 Internal Audit Plan

1.3.4 Performance of Work

1.3.5 Reports of Findings

1.3.6 Absence of an Internal Audit Department

1.4 Risk Management Accountability

1.4.1 Accountability to the Supervisory Board

1.4.2 Accountability in the Management Report

1.4.3 Statement by the Management Board

1.5 Role of the Supervisory Board

1.5.1 Duties and Responsibilities of the Audit Committee

1.5.2 Attendance of the Management Board, Internal Auditor and External Auditor at Audit Committee Consultations

1.5.3 Audit Committee Report

1.5.4 Supervisory Board

1.6 Appointment and Assessment of the Functioning of the External Auditor

1.6.1 Functioning and Appointment

1.6.2 Informing the External Auditor about Their Functioning

1.6.3 Engagement

1.6.4 Accountability

1.6.5 Departure of the External Auditor

1.7 Performance of the External Auditor's Work

1.7.1 Provision of Information to the External Auditor

1.7.2 Audit Plan and External Auditor's Findings

1.7.3 Publication of Financial Reports

1.7.4 Consultations with the External Auditor outside the Management Board's Presence

1.7.5 Examination of Discussion Points Arising between the External Auditor and the Management Board.

1.7.6 External Auditor's Attendance of Supervisory Board Meetings

2 Effectiveness of Management and Supervision

2.1 Composition and Size

2.1.1 Profile

2.1.2 Personal Information

2.1.3 Executive Committee

2.1.4 Expertise

2.1.5 Diversity Policy

2.1.6 Accountability about Diversity

2.1.7 Independence of the Supervisory Board

2.1.8 Independence of Supervisory Board Members

2.1.9 Independence of the Chairman of the Supervisory Board

2.1.10 Accountability Regarding Supervisory Board Member Independence

2.2 Appointment, Succession and Evaluation

2.2.1 Appointment and Reappointment Periods - Management Board Members

2.2.2 Appointment and Reappointment Periods - Supervisory Board Members

2.2.3 Early Retirement

2.2.4 Succession

2.2.5 Duties of the Selection and Appointment Committee

2.2.6 Evaluation by the Supervisory Board

2.2.7 Evaluation of the Management Board

2.2.8 Evaluation Accountability

2.3 Organization of the Supervisory Board and Reports

2.3.1 Supervisory Board Terms of Reference

2.3.2 Establishment of Committees

2.3.3 Committees' Terms of Reference

2.3.4 Composition of the Committees

2.3.5 Committee Reports

2.3.6 Chairman of the Supervisory Board

2.3.7 Vice-Chairman of the Supervisory Board

2.3.8 Delegated Supervisory Board Member

2.3.9 Temporary Management Board Function of a Supervisory Board Member

2.3.10 Company Secretary

2.3.11 Report of the Supervisory Board

2.4 Decision-Making and Functioning

2.4.1 Stimulating Openness and Accountability

2.4.2 Other Positions

2.4.3 Point of Contact for the Functioning of Supervisory Board and Management Board Members

2.4.4 Attendance at Supervisory Board Meetings

2.4.5 Induction Programme for Supervisory Board Members

2.4.6 Development

2.4.7 Information Safeguards.

2.4.8 Supervisory Board Members' Responsibility for Obtaining Information

2.4.9 Obtaining Information from Officers and External Parties

2.5 Culture

2.5.1 Management Board's Responsibility for Culture

2.5.2 Code of Conduct

2.5.3 Employee Participation

2.5.4 Accountability Regarding Culture

2.6 Misconduct and Irregularities

2.6.1 Procedure for Reporting Actual or Suspicion of Misconduct or Irregularities

2.6.2 Informing the Chairman of the Supervisory Board

2.6.3 Notification by the External Auditor

2.6.4 Oversight by the Supervisory Board

2.7 Preventing Conflicts of Interest

2.7.1 Preventing Conflicts of Interest

2.7.2 Terms of Reference

2.7.3 Reporting

2.7.4 Accountability Regarding Transactions: Management Board and Supervisory Board Members

2.7.5 Accountability Regarding Transactions: Majority Shareholders

2.7.6 Personal Loans

2.8 Takeover Situations

2.8.1 Supervisory Board Involvement

2.8.2 Informing the Supervisory Board about Request for Inspection by Competing Bidder

2.8.3 Management Board's Position on a Private Bid

3 Remuneration

3.1 Remuneration Policy - Management Board

3.1.1 Remuneration Policy Proposal

3.1.2 Remuneration Policy

3.1.3 Remuneration - Executive Committee

3.2 Determining Management Board Remuneration

3.2.1 Remuneration Committee's Proposal

3.2.2 Management Board Members' Views on Their Own Remuneration

3.2.3 Severance Payments

3.3 Remuneration of Supervisory Board Members

3.3.1 Time Spent and Responsibility

3.3.2 Remuneration of Supervisory Board Members

3.3.3 Share Ownership

3.4 Accountability for Implementation of Remuneration Policy

3.4.1 Remuneration Report

3.4.2 Agreement of Management Board Member

4 The General Meeting

4.1 The General Meeting

4.1.1 Supervisory Board Supervision.

4.1.2 Proper Conduct of Business at Meetings

4.1.3 Agenda

4.1.4 Proposal for Approval or Authorization

4.1.5 Shareholder's Explanation When Exercising the Right to Put Items on the Agenda

4.1.6 Placing of Items on the Agenda by Shareholders

4.1.7 Stipulation of the Response Time

4.1.8 Attendance of Members Nominated for the Management Board or Supervisory Board

4.1.9 External Auditor's Attendance

4.1.10 General Meeting's Report

4.2 Provision of Information

4.2.1 Substantiation of Invocation of Overriding Interest

4.2.2 Policy on Bilateral Contacts with Shareholders

4.2.3 Meetings and Presentations

4.2.4 Posting Information in a Separate Section of the Website

4.2.5 Management Board Contacts with Press and Analysts

4.2.6 Outline of Anti-takeover Measures

4.3 Casting Votes

4.3.1 Voting as Deemed Fit

4.3.2 Providing Voting Proxies or Voting Instructions

4.3.3 Cancelling the Binding Nature of a Nomination or Dismissal

4.3.4 Voting Right on Financing Preference Shares

4.3.5 Publication of Institutional Investors' Voting Policy

4.3.6 Report on the Implementation of Institutional Investors' Voting Policy

4.4 Issuing Depositary Receipts for Shares

4.4.1 Trust Office Board

4.4.2 Appointment of Board Members

4.4.3 Board Appointment Period

4.4.4 Attendance of the General Meeting

4.4.5 Exercise of Voting Rights

4.4.6 Periodic Reports

4.4.7 Contents of the Reports

4.4.8 Voting Proxies

5 The One-Tier Governance Structure

5.1 One-Tier Governance Structure

5.1.1 Composition of the Management Board

5.1.2 Chairman of the Management Board

5.1.3 Independence of the Chairman of the Management Board

5.1.4 Composition of Committees

5.1.5 Accountability for Supervision by Non-executive Directors.

Notes:

Includes bibliographical references.

Description based on print version record.

Description based on publisher supplied metadata and other sources.

ISBN:

94-6274-832-2

OCLC:

1124604201