Rob van Wingerden: ‘We want the code to become a source of inspiration again’

It is my understanding that the minister asked you to explore whether the union wanted to be involved again. Did you do that?
‘I did indeed go to a meeting, but my sense was that there was a huge reluctance. The reason they walked away was because they felt they had had no or at least insufficient impact, and there certainly was no immediate urge to get back on board. I said, at the time, that the door will always be open. We even scheduled a second meeting to explore how we can bridge our divide. That has been cancelled until further notice due to the election of the FNV board and the uncertainty about who the new chairman will be and what his mandate will be. It is up to the FNV now whether they want to make use of the fact that our door stands open.’

What would the approach be to pick up the threads again after the period of more than two years without an active committee?
‘Our approach is to revitalize the code as it stands before we put forward new adjustments. The previous committee updated the code at the end of 2022. Those changes have never been monitored. Analysing these for the 2024 financial year is our priority now. We want to know how people dealt with elements such as the responsibility of directors for sustainable long-term value creation and the fact that companies must draw up a diversity and inclusion policy for the entire company. The way in which we do this is still a subject of discussion with the research agency. We want to avoid a classic box-ticking exercise - did you, or did you not do it?
We will probably move towards more open questions and focus groups with, for example, a mix of supporting parties to see what is playing around these topics. Only then will we take further steps, incorporating the results of that research. For example, we will certainly appraise the regulatory burden. The code should not overlap with new legislation such as CSDR and CSDDD but genuinely be an addition to or enrichment of them. We see achieving this as an important task.
Another priority is to find a good balance between rule-based and principle-based. There is a clear call for fewer rules, especially smaller companies experience the multitude of rules as a tremendous work and cost burden. But fewer rules means that companies have a responsibility to put the principles into practice. At the same time, all stakeholders of the code have a responsibility to prevent excessive legalization. Our aim is that the code becomes a source of inspiration again instead of a box-ticking exercise. Missing a box somewhere should not be actionable. That will not serve the aim of the code – promoting good corporate governance. In my opinion, flexibility is crucial. Consider the attack of President Trump on the D&I policy that companies with a huge turnover in the United States are now faced with. Not everyone can afford a principled resistance and neither do I believe that it is wise. Are those companies going to be forthrightly dismissed as non-compliant? Or is there an understanding for the larger context of unstable geopolitics and does the ‘apply or explain’ principle suffice – at least for the short term?’

Social themes such as diversity and sustainability have a more substantial role in the new code. Is this warranted?
‘I think it is a good thing. The idea behind it – that a company does not stand alone – is not news, but the interconnectedness with and the impact of companies on society is becoming increasingly greater and more important and ‘people’ are increasingly having an opinion about it. That affects all supporting parties, including investors and shareholders. Current affairs are, by definition, at the very forefront, legislation always at the back. I see the code optimally positioned somewhere in between as a tool to shape the discussion about everything that is happening around us. Which social developments are permanent and what do they mean for companies and therefore for the code?
If the entire playing field accept the responsibility for shaping good corporate governance inspired by the code, we may even need less legislation. Taking responsibility, in my opinion, implies pursuing best practices, not common practices. We need a group of frontrunners who inspire the playing field by always going one step further and thus encouraging stragglers to catch up.’

Ensuring sustainable long-term value creation is an important aspect of the 2022 code. Do you expect the anti-ESG movement in America to also influence sentiment in Europe? Are shareholders and institutional investors not already starting to reconsider that sustainability aspect?
‘That seems to be the sentiment, although in my experience the concept of sustainability will never go away. That would not end well either, because if we do not sensibly weigh up economy and ecology, we will encounter enormous economic and social problems. It is not economy or ecology, but economy and ecology. In fact, in the long term, ecology will become a prerequisite for economy. Because we do ecology well, we have a socially and economically healthy society. Of course, the pendulum always oscillates, but when it swings only one way, to the expense of the other, we need to discuss that. However, I am convinced that the two are becoming increasingly intertwined and increasingly important as a whole. In addition, an important theme such as sustainability can suddenly take a completely different turn due to current events. Offshore company Jumbo Maritime, where I am chairman of the supervisory board, was recently at an offshore trade fair in Denmark. The discussion around wind farms there no longer was about sustainability at all, but about how Europe can become energy independent.’

Which social themes should the code address?
‘I already mentioned geopolitical instability, which is expected to be permanent and has already proved to have greater fluctuations than we used to expect. Climate remains an important topic, as do the energy transition and digitalisation. I think we should also consider the European context. How well does the code fit in with European legislation and regulations? Do we want to be the best in class? That always leads to discussions about the business climate, but we also do not want to be at the bottom either. We will need to carefully assess this.’

What role can the code play in the discussion about the business climate?
‘What it should not do is to give rise to the idea that we as the Netherlands are too far ahead of the music compared to other countries... with the result that companies prefer not to establish themselves here or even leave the Netherlands. There is a question whether this perception is correct, but it is a consideration for us. As chair of the Dutch committee, I am a member of the Seven Chairs Group, which, with me, consists of the chairs of the committees of Germany, Belgium, France, Italy, the United Kingdom and Sweden. I believe in the European way of thinking, and I am a great advocate of seeking connections between the codes in the various countries to create a more level playing field. Perhaps it helps that Europe has been jolted awake by the current political instability and is looking for more common ground, but we are not there yet. During my first Seven Chairs meeting, it became clear to me how important it is to have insight into the various codes. What do we do the same and what do we do differently, and why? Insight into how other countries deal with the code contributes to keeping the Dutch code up-to-date and relevant and what this means for listed Dutch companies.’

You want the code to become a source of inspiration again. What is your message to directors?
‘I must honestly say that I never read the full code during my time as CEO, and I am sure that this is also true for many of my peers. I would like to call on them to do so and to ask themselves how they can put it on the agenda. Do not pass it on to the ‘code’ department with the message, deal with it and let me know if there is a problem. Because then it becomes the box-ticking exercise that we as committee want to avoid. I understand that, because companies are already faced with so many rules, but it is unfair to dismiss the code under that heading. I would like directors and supervisory board members to read it as a basis for a good discussion about corporate governance. If you do that and then really think about it and exchange ideas, it will proof itself that it concerns essential matters.’

The current committee has been appointed for four years. Do you foresee another adjustment to the code?
‘Given current events, there is sufficient reason for a new adjustment, so yes, definitely. How big or fundamental it will be... I am not going to speculate. My focus in this entire dossier is finding a balance between all interests and aspects. I see being able to explain why we make which choices as an important part of our success. Why do we do what, in what way, with whom and for whom? It is inevitable that the supporting parties may not see everything they would have wanted from their perspective, honoured in the code, but I think it is important that they understand our considerations, even if they themselves would have made different choices based on their interests. At the same time, the search for that balance must go hand in hand with enabling progress of good entrepreneurship. The code must certainly not become inconsequential, a half-hearted compromise that ultimately contains nothing. We want to keep the ambition going.’

This interview was published in Management Scope 05 2025.