Corporate Governance in the Netherlands: From the Verdam Report of 1964 to the Tabaksblat Code of 2003

Abstract

Corporate governance developments in the Netherlands have concentrated on two distinct legal issues: first, the history and existence of the so-called ‘structure regime’ for large companies and, second, the discussions about a code of conduct for listed companies. In this article, both developments shall be examined. The structure regime reflects the traditional preference in the Netherlands for the stakeholders approach. The discussions about a code of conduct for listed companies have recently placed the issue of shareholders' interests more prominently on the agenda. This prompted the legislature to adopt the Company Structure Reform Act of 2004. With this piece of legislation, a first step has been taken towards granting more power to shareholders to the detriment of other stakeholders. Whether or not this will be the first step of a further development in the direction of a greater focus on shareholders' interests is hard to predict at this point in time.