Dutch Danger: Corporate Governance Code in Crosshairs
23 September 2025
A motion calling for the Dutch Corporate Governance Code to be scrapped could have severe consequences, a corporate governance expert has warned.
Joris Thijssen, a Green Left-Labour Party Member of Parliament, put forward the motion at the start of this month which “calls on the government to abandon self-regulation and to provide legal options for the regulation of companies”. This would in effect mean replacing the Dutch Corporate Governance Code, which has been in place since 2003.
Rients Abma, Executive Director at Dutch corporate governance-focused organisation Eumedion, told Minerva Analytics that it is unlikely that the motion’s current text will obtain a majority of votes in the House of Representatives, with the country’s right-wing parties likely to vote against. “However, we are alarmed by the negative tone of the motion and the lack of understanding of the Code and self-regulation among the second largest political party in the Dutch House of Representatives,” he said.
The country’s House of Representatives was due to vote on the motion on September 9, but this was indefinitely pushed back at the request of Thijssen. No new voting date has been scheduled yet, but Abma said that the vote is expected to happen before Dutch parliamentary activities are suspended on October 2 ahead of the Netherlands’ general election on October 29. Abma noted that the text of the motion may be amended in response to letters from the Corporate Governance Code’s supporting parties, including Eumedion.
Scrapping self-regulation
The motion cited the Netherland’s largest trade union FNV withdrawing from the code’s Monitoring Committee last year, alleging that it has become “a vehicle aimed at unlimited self-regulation, the satisfaction of profit maximisation”. Abma noted that calls have grown to abolish the Code and replace it with strict legislation has spiked since FNV’s withdrawal.
FNV stepped down from the Corporate Governance Code Monitoring Committee last October, stating that there was a “deplorable level of ambition for the employers’ umbrella organisation” and there were “insufficient opportunities due to the attitude of the employers to properly perform its role as representative of the employees”.
FNV seemingly suggested that while the role of the committee was originally to ensure strong governance standards, over time that focus has shifted toward protecting corporate autonomy rather than enforcing obligations.
However, Abma argued that one of the Dutch Corporate Governance Code’s key strengths is that it strikes a suitable balance between pure self-regulation and legislation. He explained that code’s government-appointed Monitoring Committee, which is “trusted by listed companies, shareholders, employees, and politicians”, drafts a set of principles and best practices and keeps them up to date. Listed companies are then able to apply the code’s provisions in a way that fits their specific context.
In an opinion piece published last week, Abma stressed that “good corporate governance is not an end in itself, but a means to create sustainable long-term value”. “The Code helps companies strike a balance between financial performance, social responsibility, and sustainable policies,” he wrote. “At a time when stakeholders – from employees to politicians and NGOs – are scrutinising the role of large companies ever more critically, such a compass is indispensable for restoring and maintaining trust.”
Abma added that for investors the Corporate Governance Code “provides assurance that companies report transparently on their strategy to create sustainable long-term value, the risks involved, the management of those risks, and the supervision thereof”. He stated that for society, the code “creates confidence that companies also consider their social impact”, adding that the Code “strengthens the social contract between companies and the communities in which they operate”.
Eumedion’s response letter to the motion also cited a study by the Ministry of Economic Affairs shows which highlighted the Corporate Governance Code promoted good corporate governance at Dutch listed companies and is of great importance for sustainable long-term value creation by these companies and their stakeholders.
“In the more than 20 years that the Code has been in existence, it has developed into the anchor point for good corporate governance,” said Abma. “The Code contributed to the professionalisation of the position and tasks of supervisory directors and made directors more aware of the role of large companies in society. It is essential right now – at a time of increasing polarisation, political fragmentation and geopolitical and macroeconomic uncertainty – to preserve the Code.”
Earlier this year, Eumedion set out plans to hold discussions with the Dutch Corporate Governance Code Monitoring Committee to integrate institutional investor-focused recommendations made by the organisation into the code. As reported by Minerva Analytics, Eumedion released a position paper entitled ‘Recalibration of the stakeholder model and the role of Dutch institutional investors’, which recommended that its institutional investor members reduce the number of companies in their equity portfolios to improve engagement with investee firms.
This included the organisation underscoring that a more focused and concentrated, yet “sufficiently diversified”, equity portfolio will allow investors to have greater impact and achieve a better long-term risk-return profile.
In July, Eumedion also highlighted that the number of controversial issues flagged in shareholder resolutions at Dutch AGMs had fallen amid improved company-shareholder engagement in a paper evaluating the 2025 Dutch proxy season. As reported by Minerva Analytics, the number of controversial issues raised at Dutch shareholders’ meetings had fallen to its lowest level since 2015, which the organisation attributed to an improvement in “constructive, continuing dialogues” between shareholders and company leadership before meetings.
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Last Updated: 23 September 2025