Netherlands – Dutch Corporate Governance Code

Netherlands – Dutch – Monitoring Commission – Corporate Governance Code – March 2025. Covering:

Preamble

Compliance with the Code

Chapter 1. Sustainable long-term value creation

Principle 1.1 Sustainable long-term value creation

Principle 1.2 Risk management

Principle 1.3 Internal audit function

Principle 1.4 Risk management accountability

Principle 1.5 Role of the supervisory board

Principle 1.6 Appointment and assessment of the functioning of the external auditor

Principle 1.7 Performance of the external auditor’s work

Chapter 2. Effective management and supervision

Principle 2.1 Composition and size

Principle 2.2 Appoitment, succession and evaluation

Principle 2.3 Organisation of the supervisory board and reports

Principle 2.4 Decision-making and functioning

Principle 2.5 Culture

Principle 2.6 Misconduct and irregularities

Principle 2.7 Preventing conflicts of interest

Principle 2.8 Takeover situations

Chapter 3. Remuneration

Principle 3.1 Remuneration policy – management board

Principle 3.2 Determination of management board remuneration

Principle 3.3 Remuneration of supervisory board

Principle 3.4 Reporting on execution of remuneration policy

Chapter 4. The general meeting

Principle 4.1 The general meeting

Principle 4.2 Provision of information

Principle 4.3 Casting of votes

Principle 4.4 Recognising the importance of company strategy

Principle 4.5 Issuing depositary receipts for shares

Chapter 5. One-tier governance structure

Principle 5.1 One-tier governance structure

Entry into force