Compliance with Corporate Governance Code

This report contains the compliance study on the Dutch Corporate Governance Code, fiscal year 2015, performed on behalf of the Monitoring Committee for the Corporate Governance Code. The study was conducted through desk research and a web survey among Dutch companies listed on Euronext. The compliance study shows that the overall compliance with the Dutch Corporate Governance Code is 97 percent.

According to the ‘apply or explain’ principle, the Code is complied with by either applying the provision in question unconditionally or explaining why one is deviating from provisions of the Code. Non-compliance results if a provision is not applied and no explanation is given for deviating from the provision. The Code is applied in 95 percent of the cases, and in 2 percent of the cases companies deviate from the Code and provide an explanation why they do so. In 3 percent of the cases deviation without explanation (i.e. non-compliance) was established.

In a web survey, in-depth questions were asked about the themes of the Supervisory Board’s set-up, remuneration of members of the Management Board and Supervisory Board, and shareholders. The results show that dependence occurs regularly among members of the Supervisory Board. In about 14 percent of cases this is in conflict with the Code. Also, members of the Supervisory Board regularly have shares in the company that they supervise or have a seat in multiple protective foundations.

The report of the Monitoring Committee can be read on the website of the Monitoring Committee for the Corporate Governance Code.