CORPORATE GOVERNANCE AND FINANCIAL COMPLIANCE IN NETHERLANDS ANTILLES: A LOOK AT THE DUTCH CORPORATE GOVERNANCE CODE

Introduction

The Netherlands Antilles, a constituent country of the Kingdom of the Netherlands, has been actively promoting good governance practices among its listed companies through the Dutch Corporate Governance Code. The Code provides principles and best practice provisions that aim to enhance corporate governance at listed companies.

Overview of the Dutch Corporate Governance Code

The Dutch Corporate Governance Code regulates the relationships between the management board, supervisory board, and annual general meeting of shareholders, serving as a guide for setting up governance structures and processes. While listed companies are required to comply with the Code’s provisions or explain their deviations from them, Dutch institutional investors must also make a statement in their annual report about their compliance with the relevant principles.

Key Components of the Code

• Governance Structures: The Code outlines the roles and responsibilities of the management board, supervisory board, and annual general meeting of shareholders.
• Compliance Requirements: Listed companies are required to comply with the Code’s provisions or explain their deviations from them.
• Institutional Investor Reporting: Dutch institutional investors must make a statement in their annual report about their compliance with the relevant principles.

The Role of the Corporate Governance Code Monitoring Committee

The Corporate Governance Code Monitoring Committee is responsible for ensuring that the Code remains relevant and useful. The Committee performs this task by:

• Reviewing compliance with the Code’s regulations
• Keeping up-to-date with national and international developments in corporate governance
• Identifying gaps or ambiguities in the Code

Recent Updates to the Code

In 2022, the Committee published an updated version of the Dutch Corporate Governance Code, which included several revisions to its principles and best practice provisions. The Monitoring report for the financial year 2021 was also released, detailing the Committee’s findings on compliance with the Code.

Impact of the Code

The Dutch Corporate Governance Code has been widely adopted by listed companies in the Netherlands Antilles, and its principles have become a source of inspiration for other companies and institutions that choose to apply them voluntarily. As the country continues to promote good governance practices, it is essential to ensure that the Code remains relevant and effective in promoting transparency, accountability, and responsible business conduct.

Key Documents

• Dutch Corporate Governance Code 2022 (English translation): Provides an overview of the Code’s principles and best practice provisions.
• Monitoring report financial year 2021 (English translation): Details the Committee’s findings on compliance with the Code.
• Final document Committee Van der Meer Mohr 2022: Outlines the Committee’s work in monitoring compliance with the Code.

These documents provide valuable insights into the workings of the Dutch Corporate Governance Code and its impact on corporate governance practices in the Netherlands Antilles. They demonstrate the country’s commitment to promoting good governance principles and best practice provisions among listed companies.