Good Governance: From Corporate Governance to Culture
Corporate governance in the Netherlands is a success story, even though this success story has a rather grim beginning. In 2001 the energy company Enron went bankrupt in the United States following an accounting scandal of unprecedented proportions. Executives of Enron – until 2001 regarded as a boring, safe investment – hid a loss of more than one billion euros. In the meantime, they sold their own shares. Enron went bankrupt, and 21,000 employees lost their jobs. The executives went to jail, and the fraud finally led to the implosion of Enron’s auditor Andersen.
The arrival of legislationTo prevent bad governance in the future or at least to focus on good governance, various initiatives arose worldwide. In the United States legislation was introduced: the Sarbanes-Oxley Act. This Act requires companies to have robust audit committees and internal controls and makes executives liable for the accuracy of reports. The Act also provides for higher penalties for white-collar crime.
The Netherlands chose a different route but, like the United States, it acted fast. As early as 1997, Jaap Peters had made 40 recommendations for good governance, in the ‘Peters Committee’ as it was called. This early focus on good governance is easily explained. The ‘polder model’ of consultative bodies is traditionally reflected in the stakeholder model and the two-tier model: the ‘executive board’ (also known as ‘management board’) determines the strategy, the supervisory board exercises supervision. The works council and other bodies give advice. In fact, Peters advised how this structure (also called the ‘Rhineland model’) could be used in the best possible manner.
The Rhineland model
The Rhineland model is characteristic of the Dutch system (among others). This model focuses not only on the company and its shareholders but also on other stakeholders, such as employees, customers, suppliers and society. The management board and supervisory board are separated in a ‘two-tier board’, as it is called.
In countries like the United States the Anglo-Saxon model dominates, with a greater focus on profits and shareholders. Here, executives and supervisors sit together on a board of directors, the ‘one-tier board’, as it is called. Read more about the differences between the Rhineland model and the Anglo-Saxon model here.
Genesis of the Dutch Corporate Governance Code In the wake of the Enron accounting scandal, the Netherlands had its own major accounting scandal. At supermarket group Ahold, the figures were fiddled with. Unlike Enron, Ahold was to survive, but it was clear: even the stakeholder model was not immune to large-scale abuses. In March 2003 Hans Hoogervorst, then Minister of Finance, set up a Dutch corporate governance committee, headed by Morris Tabaksblat.
The celebrated top executive (and later supervisory director) succeeded in persuading the business world to agree to self-regulation through a code of conduct for companies and their executive directors. The Dutch Corporate Governance Code, which was published as early as December 2003, contains over 100 recommendations for good governance. Companies undertook to apply the Corporate Governance Code or to explain why they departed from it on certain points. In 2004 the Dutch Corporate Governance Code, known as the ‘Tabaksblat Code’ among executive directors, was enshrined in the law. The Corporate Governance Code Monitoring Committee was also established. It has been monitoring compliance with the Code ever since.
Under Tabaksblat's successors, Jean Frijns and Jaap van Manen, the Code was revised. Frijns broadened the support base for the Code by, among other things, involving investors in the Code. Under Van Manen, who came up with the Revised Corporate Governance Code in 2018, the concept of ‘culture within the company’ became important. In 2018 Pauline van der Meer Mohr was appointed Chair of the Corporate Governance Code Monitoring Committee. In Management Scope she explained that she did not want to introduce a major revision of the Code but did want to update it.
Important themes in the Dutch Corporate Governance Code
From day one, there was much debate about recommendations on remuneration and remuneration policies: would transparency perhaps have the effect of forcing up top salaries? Many companies now have a remuneration committee responsible for reviewing remuneration policies, and remuneration has come under increasing scrutiny at shareholders' meetings.
Long-term value creation was also an important theme. This should be the main objective when the long-term strategy is drawn up. In addition, executive directors are expected to formulate a vision on the level of their own remuneration and how this fits in with long-term value creation.
Culture within the company is also considered increasingly important. For example, executive directors and supervisory directors are expected to encourage openness and accountability. In brief: good governance without accounting scandals.


Rients Abma (Eumedion): ‘The European Capital Markets Union Needs to Urgently Get Off the Ground’
Shareholders could absolutely be expected to feel co-responsible for solving major social problems, believes Rients Abma, director of institutional investor advocate Eumedion. It concerns him that European laws and regulations on ESG objectives are increasingly out of sync with those in Anglo-Saxon countries. ‘But Europe itself can do something about that. Consolidation in the capital market is crucial to strengthen our competitiveness.’
Royal Ahold Delhaize is constantly confronted with conflicting interests from various stakeholder groups. The company faces activism focused on sustainability and climate but also groups pushing in exactly the opposite direction. Chairman of the Supervisory Board, Peter Agnefjäll, has a heartfelt interest in listening to everyone's concerns and criticism. ‘As a customer-focused company, you must cater to all your stakeholders to be successful. There is a constant friction between various interests so finding balance is a continuous process.’
Companies will be facing significant challenges in 2025. What items will be on the agenda of the shareholders' meeting? At a seminar for company secretaries, organized by Management Scope and A&O Shearman in cooperation with Computershare, the principal issues were discussed.
Peter Agnefjäll (Ahold Delhaize): ‘We need to navigate between interests’
Royal Ahold Delhaize is constantly confronted with conflicting interests from various stakeholder groups. The company faces activism focused on sustainability and climate but also groups pushing in exactly the opposite direction. Chairman of the Supervisory Board, Peter Agnefjäll, has a heartfelt interest in listening to everyone's concerns and criticism. ‘As a customer-focused company, you must cater to all your stakeholders to be successful. There is a constant friction between various interests so finding balance is a continuous process.’
Issues on the AGM's Agenda in 2025
Companies will be facing significant challenges in 2025. What items will be on the agenda of the shareholders' meeting? At a seminar for company secretaries, organized by Management Scope and A&O Shearman in cooperation with Computershare, the principal issues were discussed.
The inevitability of the sustainable transition becomes clearer every day, yet even the most forward-thinking leaders and supervisors struggle to accelerate the process. This in part is due to the slow-down in our thinking before we can move on to renewed solutions. For entrepreneurial doers and go-getters, this delay feels like flogging a dead horse. Nonetheless, this discomfort is essential.
As the fourth stakeholder - after employees, customers and shareholders - society is claiming an increasingly prominent place within the corporate world. To develop a more humane governance practice, according to the participants in this roundtable, we need a far more in-depth conversation about how to deal with this as a director or supervisor and as a company. 'It is crucial that ethics is on the boardroom’s agenda more often.'
An increasing number of board members experience a disconnect between their ‘personal’ and ‘professional’ integrity. Let us put the discomfort in words and initiate a systemic change. Because we have to get rid of ‘herd capitalism.’
Breaking Through Our Sluggish, Entrenched Thinking
The inevitability of the sustainable transition becomes clearer every day, yet even the most forward-thinking leaders and supervisors struggle to accelerate the process. This in part is due to the slow-down in our thinking before we can move on to renewed solutions. For entrepreneurial doers and go-getters, this delay feels like flogging a dead horse. Nonetheless, this discomfort is essential.
‘Crucial That Ethics Is on the Boardroom’s Agenda More Often’
As the fourth stakeholder - after employees, customers and shareholders - society is claiming an increasingly prominent place within the corporate world. To develop a more humane governance practice, according to the participants in this roundtable, we need a far more in-depth conversation about how to deal with this as a director or supervisor and as a company. 'It is crucial that ethics is on the boardroom’s agenda more often.'
Jeroen Smit about Discomfort and 'Herd Capitalism'
An increasing number of board members experience a disconnect between their ‘personal’ and ‘professional’ integrity. Let us put the discomfort in words and initiate a systemic change. Because we have to get rid of ‘herd capitalism.’

Analysis Top-100 Corporate Women: The Grande Dame of Dutch Supervision is Back Again
Petri Hofsté is, for the seventh time, after an interlude, once again the most influential woman in Dutch business. What is more: a concentration of golden skirts prevents rejuvenation and diversification of the female contingent in Dutch boardrooms. In this year’s top 10, there is only one gatecrasher who is shaking things up, she is, also, at the bottom of the leader board.
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Essimari Kairisto: ‘Productively Sparring Supervisory Director Makes All The Difference’
Essimari Kairisto is the highest-ranking woman and highest-ranking foreigner on the list of emerging top supervisory directors, the Management Scope Next50 2024. She entered the list out of nowhere. It is therefore a good time for a closer acquaintance with this TenneT and Fugro supervisory director.
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Essimari Kairisto: ‘Productively Sparring Supervisory Director Makes All The Difference’

Kuldip Singh: ‘Ask Yourself How It Can Be Done Ten Times Faster and Better’

Next 50 2024: A Good Deal Of Emerging Top Supervisory Directors, But Where Is Gen Z?

Artie Debidien: ‘Willingness To Change Has To Be Mobilized’

Project In-Depth Governance: ‘Ethical dilemmas lead to tension’

How Chapter Zero Is Helping Supervisory Directors With Sustainability
The ‘Prime Minister’ and ‘Deputy Prime Minister’ of the Top 100 Non-Executive Directors have simply been reappointed: former Ahold Delhaize CEO Dick Boer is once again the most influential Supervisory Director of the Netherlands, and the runner-up remains unchanged too. There is no real change to be seen: not more, but fewer female Supervisory Directors, and a lack of rejuvenation. Supervision does seem to become more international, but the ‘supervisory migrants’ are mainly white and from the Western world – much like all the Supervisory Directors at the top.
When Bram Schot was ‘approached from several directions’ for supervisory roles after intensive years as director in the automotive industry, he decided to focus exclusively on non-executive roles. Now he draws parallels and builds connections for the various boards where he is involved. ‘This is how I like to operate, as a person and as non-executive. You have a responsibility to leverage your network and cross-pollinate.’
Top 100 Non-Executive Directors 2024: By No Means A Seismic Shift
The ‘Prime Minister’ and ‘Deputy Prime Minister’ of the Top 100 Non-Executive Directors have simply been reappointed: former Ahold Delhaize CEO Dick Boer is once again the most influential Supervisory Director of the Netherlands, and the runner-up remains unchanged too. There is no real change to be seen: not more, but fewer female Supervisory Directors, and a lack of rejuvenation. Supervision does seem to become more international, but the ‘supervisory migrants’ are mainly white and from the Western world – much like all the Supervisory Directors at the top.
Bram Schot: ‘Make Use of The Competences Of Non-Executives’
When Bram Schot was ‘approached from several directions’ for supervisory roles after intensive years as director in the automotive industry, he decided to focus exclusively on non-executive roles. Now he draws parallels and builds connections for the various boards where he is involved. ‘This is how I like to operate, as a person and as non-executive. You have a responsibility to leverage your network and cross-pollinate.’

Pauline van der Meer Mohr: ‘A Virtual Colleague On The Board, Why Not?’

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Jeanine Helthuis on Board Effectiveness

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