2.9.4 Conduct versus dialogue

Stakeholders, and in particular NGOs, play an active role in the field of CSR. The general public also turns out to be sensitive to information on irresponsible corporate conduct.

Moreover, on the capital market it seems to have become standard practice to assess a company's ethical standards prior to investing in a company or including it in certain investment funds.1 It is often argued that entering into a dialogue with stakeholders is an important aspect of CSR. A dialogue will certainly contribute towards stakeholders having a positive view ofthe company's conduct. However, CSR is not about establishing an excellent code of conduct, presenting a great sustainability report or extensive consultation with stakeholders, but about a company's actual conduct. If stakeholders think that a company is acting unethically, they may commence legal proceedings against the company or go to the press. Either way, loss of reputation is an imminent risk. It is not so much the dialogue but the actual corporate conduct that is important.

In the Netherlands, the corporate governance debate has been shaped by the Tabaksblat Code. A listed company may choose to endorse the principles and best practice provisions of the Tabaksblat Code in its corporate governance structure, but is not obliged to do so. Companies are required to put derogations from the Tabaksblat Code to a shareholder vote. If the corporate structure obtains the shareholders' approval, the company is deemed to have fulfilled its corporate governance obligations. A company is in fact still free to decide upon its own corporate structure, provided that the shareholders approve. In this respect, the dialogue on a company's corporate structure is thought to be of more importance than the actual corporate structure itself.