5.5.8 Top 5 deviations with top 3 explanations

In table 5.5.8 below the top 5 deviations from the applicable codes are linked to the top 3 of the most quoted explanations. As stated before, the explanation "no reasons/explanation for non-compliance" is often used. Apparently for provisions that are hard to comply with it is also difficult to give reasons for non-compliance; this is a development that needs to be improved (for more analysis regarding this matter see section 5.6 and chapter 6). The provisions on the establishment of committees are often not complied with because the companies have their own regulation, because of the sort/structure/character/interests of the company or no explanation is provided. The provisions that are poorly complied with, regarding independence criteria and the appointment of directors, often have as explanation the sort/structure/character/interests of the company and the explanation that the company is still implementing these criteria, which is understandable since employment/appointment contracts are often agreed for several years so it takes time to adapt. For non-compliance with remuneration and shareholding criteria for directors, companies often indicate that they have their own regulation of this matter and therefore do not comply with the criteria as laid down in the code. Again, a remarkable development, since society explicitly desires improvement of this matter and extensive regulation has been developed in the codes. Nevertheless, companies frequently do not comply with remuneration-related code rules and follow their own regulation.