200 Towards standards of environmental resilience.

In order to integrate these approaches, I propose to start with the principle of reasonableness and fairness (redelijkheid en billijkheid) in Dutch corporate law. In general, the principle of reasonableness and fairness guides corporate boards in considering and weighing relevant interests in a reasonable and fair manner while meeting the test of proportionality. In relation to social and ecological interests, the ecosystem perspective adds the consideration that board interference should respect the needs and limits of its larger environment and preserve its resilience to continue providing the ecosystem services on which the corporate enterprise depends.1 In my view, this consideration can be considered within the existing principle of reasonableness and fairness in Dutch corporate law, including the test of proportionality. By thus extending the principle of reasonableness and fairness to social and ecological interests, the general standard for weighing interests becomes whether a board decision interferes with social and ecological interests in a reasonable and fair way, without causing objectionable or disproportionate harm to the resilience of its environment.

In my view, this principled approach should be complemented by articulating virtuous best practices in relation to specific cases or circumstances. Such virtuous best practices enable the articulation of preferred normative responses from boards to specific issues in their environment, particularly if established in dialogue with relevant stakeholders, scientists and other representatives of civil society. Through such collaborative learning, boards receive guidance from a broad coalition of experts with varied and unique experiences in relation to social and ecological interests. By including such virtuous best practices in the Dutch Corporate Governance Code, they acquire a more binding and authoritative character while remaining aspirational as best practices instead of binding rules. They are therefore open to deviation when the circumstances demand this. In sum, I therefore propose to formulate the following recommendation in relation to the second issue identified in Dutch corporate law: