8.3 Summary and conclusion

The previous two sections describe the history of corporate governance in the Netherlands and the six legal issues of independence. The history of corporate governance starts with the VOC in the seventeenth century. Long thereafter, the Committee Peters formulated forty recommendations on corporate governance, subsequently the Committee Tabaksblat formulated the first Dutch Corporate Governance Code in 2003 and the Committee Frijns made amendments to it in 2008. With respect to independence, the Dutch Corporate Governance Codes of 2003 and 2008 do not differ. There is a difference between the forty recommendations of the Committee Peters and the most recent DCGC with respect to independence issues. Table 8-5 gives an overview of these differences.

The six legal issues contribute to the three building blocks of independence: person, composition/structure and preconditions. (Consideration 8.1) The person building block can be improved, because it uses a checking-the-box approach. The assessment of independence is based on independence criteria and nothing else, which should be reconsidered. The composition/structure building block is strong, but the DCGC should become more appropriate for unitary board structures. Board committee requirements are good, but diversity in the Civil Code focuses solely on structure regime companies and gender. The preconditions building block shows some weak points. CEO duality is prohibited and the power of the general meeting in appointments and removal of SDs is limited, which is good from an independence perspective. How to deal with conflict of interest situations is also well developed. However, the evaluation does not pay attention to how the evaluation should be performed and the enforcement is without liability. Therefore, requirements regarding evaluation should also consider external evaluation and the enforcement should be stronger. Below, all three building blocks are described.1 They are compared with the situation in the United Kingdom and Sweden in chapter 10 of this study.