8.1 History of corporate governance

Corporate governance has led to discussion for over four centuries in the Netherlands. In 1602 the Dutch East India Company (VOC, Verenigde Oost-Indische Compagnie) was established as the world’s first joint stock company (Frentrop 2002: 55). Private investors raised the capital for the VOC in order to let the company invest in ships and equipment for business journeys to the East. The equivalent of the management board – Heeren XVII, which comprised seventeen large ship owners with equity stakes in the VOC – was in charge of the company’s daily business. Due to this early example of the separation of ownership and control, other participants in the equity of the company were not involved in the management of the company. This led to discontent and resulted in the establishment of the Board of Participants in 1623. The Board of Participants – College van Hoofdparticipanten, which comprised nine major shareholders – was established to monitor the Heeren XVII. Furthermore, the Heeren XVII had to justify their decisions in front of the College van Hoofdparticipanten. Actually, the College van Hoofdparticipanten was the predecessor of the current supervisory board, with the difference that their tasks were solely focused on the protection of shareholders’ interests (Raaijmakers 2006: 306-312).1 In 1720 the name of the Board of Participants changed to Raad van Commissarissen (supervisory board), this name is still in use in the Netherlands (Calkoen 2011: 309-310).2