8.1.3 Committee tabaksblat and Committee Frijns

In 2003 another Corporate Governance Committee, chaired by former Unilever CEO Morris Tabaksblat, was requested by Euronext Amsterdam, the Netherlands Centre of Executive and Supervisory Directors (NCD), the Foundation for Corporate Governance Research for Pension Funds (SCGOP), the Association of Stockholders (VEB), the Association of Securities-Issuing Companies (VEUO), the Confederation of Netherlands Industry and Employers (VNO-NCW) and the Ministers of Finance and Economic Affairs to compile a new corporate governance code (Corporate Governance Committee 2003: 3). In the Dutch Corporate Governance Code (DCGC or Code Tabaksblat) the Committee Tabaksblat, named after its chairman, formulated 21 principles and 113 best practice provisions split up into five chapters: (1) compliance with and enforcement of the code, (2) management board, (3) supervisory board, (4) depositary receipts for shares and (5) financial reporting.

The Peters Recommendations of the previous committee on corporate governance – Committee Peters – were intensely implemented in the first two years after their introduction. Thereafter the implementation stagnated and the Committee Tabaksblat used that historical information (Tabaksblat 2004: 109). Therefore, the Committee Tabaksblat recommended establishing a committee ‘with the task of continuously monitoring and reviewing whether certain principles or best practice provisions need to be adjusted or reinterpreted in response to the rapid changes within the economy and society at large’ (Corporate Governance Committee 2003: 61). A monitoring committee under the leadership of Jean Frijns evaluated the Code Tababsblat and compliance with the Code Tabaksblat over the period 2005-2008 and adjusted the Code Tabaksblat in the areas of risk management, executive pay, shareholder responsibility, diversity in the composition of the supervisory board and corporate social responsibility. The amended code is the Code Frijns. In the remainder of this chapter, the Dutch Corporate Governance Code (DCGC) is used to refer to the Code Frijns. Thereafter, a new committee started the evaluation again; now under the leadership of Jos Streppel.

As the content of the DCGC with respect to independence has not changed between the reports of Tabaksblat and Frijns, independence in the DCGC is not described in this section but in the next section.