Corporate Governance

Corporate governance provides the framework for effective management and supervision within companies. It regulates the allocation of responsibilities among the management board, the supervisory board and other stakeholders. Management board and supervisory board members bear significant obligations in that regard and face personal liability risks in cases of mismanagement or inadequate supervision.
Corporate Governance

What does good corporate governance entail?

Good corporate governance is about clear responsibilities and effective checks and balances. It is the cornerstone of sustainable long-term value creation. A well-designed governance structure safeguards the company’s continuity, reduces liability and other risks, and increases stakeholder trust.

Broad social responsibility

Management board and supervisory board members must prioritise the interests of the company and its affiliated business. This creates a social duty of care: alongside shareholder interests, the interests of employees, customers, the environment, climate and other social concerns can be equally relevant. This can lead to difficult choices.

Our governance expertise

Good corporate governance requires careful judgement and strategic insight. Our experts have helped initiate and shape important developments in corporate law for many years. We advise management boards, supervisory boards and other supervisors of both listed and private companies – Dutch and international – on resolving complex governance issues. Our advisory work combines in-depth legal expertise with a keen understanding of governance relationships and reputational risks. Houthoff’s multidisciplinary Governance Team will be pleased to advise and support you in setting up, modifying or assessing your corporate governance structure.

Responsibilities and expectations managing and supervisory directors
For companies with operations in the Netherlands, it is essential to fully understand the legal frameworks and governance expectations for directors and supervisory directors to ensure that those roles and responsibilites are properly fulfilled.
Public governance
Effective governance in the (semi-)public sector requires a balance between regulation, social norms and crisis management. Houthoff helps directors navigate strategically within complex frameworks and reputation risks.
Stakeholdermanagement
Stakeholder management is essential for good governance. The Corporate Governance Code 2025 calls for the active involvement of stakeholders in sustainable and socially responsible decision-making.
Intensification supervision
In the Netherlands, the roles and responsibilities of directors and supervisory directors are defined by law, providing a clear formal separation of duties. Yet practice shows that effective governance goes beyond these frameworks.
Reputation and crisis management at boardroom level
Reputation and crisis management are key elements of supervisory board members' and supervisors' duties. Establishing and maintaining a strong reputation is vital for building trust among stakeholders, attracting talented staff and fostering long-term relationships. It also aligns with the importance of environmental orientation and meeting society's expectations.
Governance stress test
Governance challenges are growing due to shifting regulations, increasing stakeholder pressure and complex international dynamics. Our stress test provides immediate insight into how resilient a company’s governance structure is during events like takeovers, regulatory issues or major legal and legislative developments.
Large company regime
The large company regime (structuurregime) drastically changes the governance rules of play. For management boards and supervisory boards, it is essential to be clear about what these changes exactly entail.
Dependent and independent supervisory board members
Supervisory boards must be sufficiently independent. The idea behind this is simple: independent members are better able to supervise. When composing the supervisory board (or non-executive directors in a one-tier board), it is important to consider the independence requirements. But how does that actually work?

Publications

26 May 2025
26 May 2025
Waarom commissarissen tijdig (her)benoemd moeten worden. Goed Bestuur & Toezicht.
31 December 2024
31 December 2024
Vertegenwoordiging van private equity in Nederlandse portfoliobedrijven. Maandblad voor Ondernemingsrecht.
29 October 2024
29 October 2024
Aansprakelijkheidsrisico's bij onbehoorlijke taakvervulling RvC. Reputatiemanagement voor commissarissen en toezichthouders. Boom.
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