In 2004, the Netherlands witnessed two key developments in corporate governance. In line with international developments, there has been an increased awareness of the need for proper corporate governance and transparency and a desire to strengthen the role of the shareholders’ meeting, primarily where listed companies are concerned. Secondly, there have been legislative changes involving the so-called ‘large company regime’, which applies both to certain listed companies and unlisted companies, and which resulted in the passage of a new Act governing corporate governance, effective from 1 October this year.
Distinguishing between these two developments is difficult. Where it was felt that a legislative basis was required to support certain changes in corporate governance, or to increase the role of the shareholders’ meeting, these changes were introduced at a late stage in the draft bill to amend the large company regime – a bill that had been the result of discussions over a number of years.
