Chairman J.F.M. Peters (previously at Aegon)
Member/secretary P. Arlman (Amsterdam Exchanges NV Association)
Members nominated by the Association of Securities Issuing Institutions VEUO:
C.J. Brakel (Wolters Kluwer NV)
J.V.H. Pennings (Oce Van der Grinten NV)
J.W.B. Westerburgen (Unilever)
Members nominated by the Investors' Platform
J. Mensonides (ABP)
D. Snijders (Philips Pension Fund)
R.A.E. De Haze Winkelman (former director of the
Shareholders' Association VEB)
Expert advisors: R.H. Hooghoudt (Nauta Dutilh)
Dr P.W. Moerland (KUB)
Dr P. Wallage RA (KPMG)
Additional support will be provided by the Society and Companies Foundation SMO: Dr W.J. de Ridder
The Commission's role will be to advise the Council of the Stock Exchange Association on "best practice"norms for the corporate governance of bourse-listed companies and institutions based on the principles agreed with the Association of Securities Issuing Institutions VEUO.
Background Note:
The text of the agreement between the Stock Exchange Association and the Association of Securities Issuing Institutions with regard to the establishment of 'best practice' norms for corporate governance runs as follows:
The two associations will seek to promote their joint ideas on 'corporate governance' for Dutch listed companies within a wider framework, the intention being to establish a code of practice within the existing legal system for corporate management and supervisory boards and investors, which will take into account international practice in this area. These norms will be viewed as 'best practice'.
Any departure from these norms should be subject to detailed explanation in each individual case. Within this framework attention will be paid to the establishment of 'best practice' norms with regard to the rights of all capital providers in cases where there is no question of a takeover threat.
This will in the first place involve discussing what rights may be given to capital providers regarding making changes to a company's articles of association, the size and composition of capital, annual accounts and dividend. In addition the associations will address the issue of whether, and if so how, trust shareholders might surrender their greater voting rights over those shareholders who only own shares by way of depositary receipts. In this regard efforts will also be made to promote the introduction of an adequate system for the exercise of voting rights at General Meetings of shareholders.
For more information please contact: Thom Hoedemakers, Amsterdam Exchanges NV, Tel: +31 20 523 4014. or Paddy Manning, St James Corporate Communications, Tel: 0171 436 4101. Or enter text search 'Amsterdam Exchanges NV' and 'Business Monitor'.
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