Corporate Governance Code framework
The Dutch Corporate Governance Code 2025 (the Code) provides a clear framework for listed companies. For example, the Code states that supervisory board members are not independent if they had a business relationship with the company in the year prior to their appointment or were employed by the company within the previous five years. The large company regime also sets specific independence requirements. These requirements also apply to the ‘works council-appointed supervisory board members’. This often raises practical questions.
Unlisted companies that do not apply the large company regime must usually also ensure that their supervisory board members are sufficiently independent.
Common practical questions and our approach
We frequently encounter recurring questions in our practice. For example, can a major shareholder – such as a private equity investor or a founder – appoint their ‘own’ supervisory board member? If so, to what extent may that member allow themselves to be primarily guided by that major shareholder’s interests? In what situations will this member have a conflict of interest and what are the consequences?
Houthoff’s corporate governance experts regularly advise supervisory boards, management boards and shareholders on these corporate governance issues. They will be pleased to give you practical guidance to handle these matters effectively.
