Corporate Governance

Netherlands

Corporate Governance is a hot issue at present. Good governance is extremely important for every business and institution. It involves knowledge and expertise, the quality of management and entrepreneur, independence and transparency, under the supervision of an independent body. The accounting scandals in the United States but also in Europe have contributed to a rapid codification of this concept.
In 2002, the Tabaksblat Committee in the Netherlands laid down the rules and conditions for good corporate governance in a Code. These rules focus, for example, on the remuneration of board members, the position of shareholders and the structure and functioning of the board (possibly a one-tier board comprising both executive and supervisory directors). The Tabaksblat Code is only applicable to listed companies. In practice, however, after the introduction of the Code there was quickly a knock-on effect for non-listed companies too. That very same year CMS, in cooperation with a large family firm, drew up a code for non-listed companies, particularly family firms. Many sectors have meanwhile followed this lead and are developing sector-specific codes. These include the insurance sector, pension funds and the health care sector.
CMS can advise companies on the legal components of good corporate governance. In addition, our multidisciplinary teams of lawyers, civil-law notaries and tax lawyers can assist you with the implementation of the relevant code in the legal structure.

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