Corporate Governance in the Netherlands : A Practical Guide to the Corporate Governance Code / editors, Reinier Kleipool, Casper Nagtegaal, and Martin van Olffen.

Format:

Book

Contributor:

Kleipool, Reinier, editor.

Nagtegaal, C. R., editor.

Olffen, M. van, 1961- editor.

Language:

English

Subjects (All):

Corporate governance--Law and legislation.

Corporate governance.

Physical Description:

1 online resource (326 pages)

Edition:

Second edition.

Place of Publication:

The Hague : Boom, [2024]

Summary:

This book is a practical guide to the Dutch Corporate Governance Code, focusing on the principles and best practices for managing relationships among the management board, supervisory board, shareholders, and other stakeholders of Dutch listed companies. It provides insights into the Code's structure and background, incorporating themes such as sustainable long-term value creation and diversity and inclusion. This second edition addresses the updates made in the fourth version of the Code published in December 2022, responding to recent developments and offering practical applications. The book is intended for professionals and companies involved in corporate governance in the Netherlands, providing guidance on effective management and supervision, risk management, and compliance with the governance code. Generated by AI.

Contents:

Intro

Foreword

Table of Contents

Introduction to the history, background and operation of the Code

1 Sustainable long-term value creation

1.1 Sustainable long-term value creation

1.1.1 Strategy for sustainable long-term value creation

1.1.2 Involvement of the supervisory board

1.1.3 Role of the supervisory board

1.1.4 Reporting by the management board

1.1.5 Dialogue with stakeholders

1.2 Risk management

1.2.1 Risk assessment

1.2.2 Implementation

1.2.3 Monitoring of design and operation

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 Report 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 Reporting on risk management

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 its 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 Effective 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 Policy on Diversity and Inclusion (D&amp

I policy)

2.1.6 Reporting on the D&amp

I policy

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 Organisation of the supervisory board and reports

2.3.1 Supervisory board's 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 Reporting on culture

2.6 Misconduct and irregularities

2.6.1 Procedure for reporting actual or suspected misconduct or irregularities

2.6.2 Informing the chairman of the supervisory board

2.6.3 Notification by the external auditor

2.6.4 Notification by the internal audit function

2.6.5 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 a request for inspection by a 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 Determination of 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 - supervisory board

3.3.1 Time spent and responsibility

3.3.2 Remuneration of supervisory board members

3.3.3 Share ownership.

3.4 Accountability for the 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 authorisation

4.1.5 Shareholder's explanations 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 Report of the general meeting

4.2 Provision of information

4.2.1 Substantiation of invocation of overriding interest

4.2.2 Contacts and dialogue 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 the 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 rights on financing preference shares

4.3.5 Publication of institutional investor's engagement policy

4.3.6 Report on the implementation of the institutional investors' engagement policy

4.3.7 Abstaining from voting in the event of larger short position than long position

4.3.8 Share lending

4.4 Recognising the importance of company strategy

4.5 Issuing depositary receipts for shares

4.5.1 Trust office board

4.5.2 Appointment of board members

4.5.3 Board appointment period

4.5.4 Attendance of the general meeting

4.5.5 Exercise of voting rights

4.5.6 Periodic reports

4.5.7 Contents of the reports.

4.5.8 Voting proxies

5 One-tier governance structure

5.1 One-tier governance structure

5.1.1 Composition of the board of directors

5.1.2 Chairman of the board of directors

5.1.3 Independence of the chairman of the board of directors

5.1.4 Composition of committees

5.1.5 Reporting on supervision by non-executive directors

6 Full text of the Dutch Corporate Governance Code.

Notes:

Description based on publisher supplied metadata and other sources.

Part of the metadata in this record was created by AI, based on the text of the resource.

Description based on print version record.

Includes bibliographical references.

Other Format:

Print version: Kleipool, R. H. Corporate Governance in the Netherlands

ISBN:

9789400113886

OCLC:

1446161893