The report's recommendations include: abolishing the practice common at many companies of automatically appointing former executive board members to the supervisory board, giving shareholders a say in drawing up the agenda for the General Meeting of Shareholders and introducing a distinction between the adoption of the annual accounts on the one hand and on the other hand approval of the corporate policy pursued and the supervisory board s monitoring of it.
In addition to these general recommendations, the Committee deems it desirable that over the coming year every company in The Netherlands should consider specific ways of enhancing shareholder influence. These considerations should be undertaken on the basis of a list of criteria drawn up by the Committee. The outcome can subsequently be discussed in a General meeting of Shareholders in 1998.
These and other recommendations are outlined in full in the report presented this morning entitled Rules of Conduct with regard to Corporate Governance - the initiation of change and invitation to debate . Greater openness, a more active role for shareholders and serious and public accountability by the corporate leadership will result in greater influence for capital providers, according to the report.
The Committee considers it necessary that shareholders have a greater say in corporate management under normal circumstances. But the Committee does not deem it necessary for legislators or the Stock Exchange to draw up new regulations. The chairman stresses that the report is not aimed at putting forward a definitive point of view. We urge all parties concerned - both within and outside the professional and lobby organisations - to respond to these proposals over the coming months (before January 1, 1997). Only when we have processed all the reactions to our recommendations will we go on to draft a final report .
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
For more information please contact:
Thom Hoedemakers Paddy Manning Amsterdam Exchanges NV St James Corporate Communications Tel: +31 20 523 4014 Tel: 0171 436 4101
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