4.6.3 What are the main features of the national corporate code regarding size, lay-out and subdivisions?

The Dutch corporate governance code is comprehensive and detailed. Voogs-geerd states that this is explainable due to the failure regarding the compliance of the 40 recommendations of the committee under chairmanship of Peters (Voogsgeerd 2006, p. 105). This negative experience led to a detailed corporate governance code with a legal foundation in the Dutch civil code. The actual code of 2008 encompasses 22 principles and 128 best practice provisions. The listed companies have to comply with the principles and the comply or explain principle applies to the best practice provisions. The code is divided into five chapters: I Compliance with and enforcement of the code, II Management board, III Supervisory board, IV Shareholders and general meeting of shareholders, and V Audit of the financial reporting and the position of the internal auditor. The British example of first having a quite general code followed by more detailed guidance (codes) on specific topics was not imitated in the Netherlands (Voogsgeerd 2006, p. 117). The actual code of 2008 became even lengthier than its predecessor. For the underlying empirical research the Dutch Corporate Governance 2002 is used and this theoretical part reviews the 2008 code as well in order to evaluate the corporate governance developments in the Netherlands (see table 4.6.3).

The code contains the principles and best practice provisions that listed companies, persons involved in these companies and the shareholders should observe. The principles can be regarded as the generally accepted views on corporate governance, while the best practice provisions contain more detailed regulation and give a further interpretation of the principles. In the preambles more information on the application, aims and embedding in the Dutch corporate governance system is provided. A more specific explanation of the code's contents is provided in the "Account of the Committee'swork" and "Explanation of and notes on terms used in the Code". The Dutch national corporate governance code is definitely not a stand-alone document: the Dutch corporate governance committee tried to embed the code firmly in the national corporate governance system to gain as much as possible consensus on the code's contents, its aim and manner of application. As stated above, the alterations in the latest code regard risk control, remuneration, shareholders' responsibility, diversity in the supervisory board and corporate social responsibility. The most remarkable changes involve a 'time of response' of 180 days if the company is faced with a shareholder who wants to bring about a change in strategy (e.g. a split-up), behavioural rules for the boards in case of takeovers and the rule that variable remuneration is based upon long-term goals. Moreover, corporate social responsibility and diversity in the composition of the supervisory board are introduced in the Dutch national code (Press release Monitoring Committee 10 December 2008).