Corporate Governance Codes Left Behind in Netherlands Antilles’ Dismantling
The dissolution of the Netherlands Antilles has left a gap in corporate governance codes for its former island territories. In 2009, the Netherlands imposed national ordinances and corporate governance codes on Curacao, St. Maarten, Bonaire, Statia, and Saba just before their independence.
The Implementation of Corporate Governance Codes
Prior to the dismantling of the Netherlands Antilles, corporate governance codes were embedded in a national ordinance for each island. This ordinance mandated that entities linked to the government implement the code through amendments to their articles of incorporation. Additionally, important decisions required a prior opinion from an independent advisory body.
Key Features of the Corporate Governance Code:
- Embedded in a national ordinance on each island
- Mandated implementation through amendments to articles of incorporation for entities linked to the government
- Required prior opinion from an independent advisory body for important decisions
The Disappearance of Regulatory Oversight
After the islands became part of the Dutch Caribbean as special municipalities or Public Entities, the legislative basis for the Corporate Governance Code disappeared. The national ordinance was not included in the “positive list” of local regulations that remained applicable after dismantling.
Consequences:
- Entities linked to the government are no longer statutorily obligated to adhere to the code
- Lack of regulatory oversight has become apparent in recent years
The Need for Reassessment
The situation highlights the need for the Dutch legislator to reassess the statutory system governing corporate governance in the region. As the islands continue to develop their own systems of governance, it is crucial that they have access to effective regulatory frameworks and oversight mechanisms to ensure transparency, accountability, and good governance practices.
Recommendations:
- Reassess the statutory system governing corporate governance in the Dutch Caribbean
- Develop effective regulatory frameworks and oversight mechanisms for entities linked to the government.