OECD Corporate Governance Factbook 2025: Netherlands

Table of contents

• Recent developments (as of September 2025)
• Global markets and public equity ownership 2.2. Public equity ownership by investor category 2.3. Ownership concentration by market
• Corporate governance and institutional framework
• The rights of shareholders and key ownership functions
• The board of directors
• Corporate sustainability

This Country Note consolidates information published in the 2025 edition of the OECD Corporate Governance Factbook. Along with the summary of recent developments, it provides an overview of the Netherlands’ corporate governance framework and related information benchmarked against 51 other jurisdictions covered by the Factbook, including all OECD and G20 members.

The information in this document is as of 31 December 2024 unless otherwise specified.

For further details, please refer to the OECD Corporate Governance Factbook 2025.

1. Recent developments (as of September 2025)

• A bill enabling legal entities to hold their general meeting of members or shareholders digitally, rather than in person, if their articles of association allow, has been submitted to parliament in January 2024. Discussions in parliament are ongoing.

• On 17 March 2025, a new Monitoring Committee Corporate Governance Code was appointed by the Dutch Minister of Economic Affairs. Mr. Rob van Wingerden chairs the committee.

• On 20 March 2025, the newly appointed Monitoring Committee Corporate Governance Code has published a revised version of the Dutch Corporate Governance Code. The amendment of the Corporate Governance Code was requested by the supporting parties (“schragende partijen”) and entailed the addition of guidelines on the statement regarding risk management.

• The parliamentary procedure for the implementation of the EU Corporate Sustainability Reporting Directive is still pending. On 11 June and on 12 September 2025 the government presented to Parliament an amendment of the draft act and the draft decree on this implementation in order to insert the so-called “Stop the Clock Directive” (part of the EU Omnibus I package) in the implementing legislation. This amendment aims at postponing the date of entering into force of the CSRD for certain companies that had to comply with the reporting requirements as from the financial years 2025 and 2026 to 2027 and 2028 respectively.

2. Global markets and public equity ownership

2.1. Size of the public equity market

	No. of listed companies in Dec 2024	Change since Dec 2021		Market capitalisation in Dec 2024	Ratio to GDP
Netherlands	94		-9.6%	USD 981 bn	79.9%
OECD members	21 618		4.3%	USD 92 518 bn	136.5%
World	46 086		11.3%	USD 124 536 bn	112.7%

Note: “World” covers 98 jurisdictions. “OECD members” covers 38 countries.

Source: OECD Capital Market Series Dataset. IMF.

2. 2.2. Public equity ownership by investor category

Source: OECD Capital Market Series Dataset.

2. 2.3. Ownership concentration by market

Source: OECD Capital Market Series Dataset.

3. Corporate governance and institutional framework

3.1. Regulatory framework on corporate governance

Main public regulator	Netherlands Authority for the Financial Markets
The largest stock exchange	Euronext Amsterdam managed by Euronext, a joint stock company
Main laws and regulations	Netherlands Civil Code Act on Financial Supervision Act on the Supervision of Financial Reporting

3.2. Mechanisms for corporate governance code/principle

Code/principle	Dutch Corporate Governance Code 2022*
Basis for framework	Law or regulation	Approach	Comply or explain
Disclosure in annual report	Required	Surveillance	Securities regulator
Custodians	Monitoring Committee Corporate Governance Code	Latest code update	2022*
Issuing body for national monitoring report	Monitoring Committee

* In March 2025, the Dutch Corporate Governance Code was revised (Dutch Corporate Governance Code 2025).

• The categories that the jurisdiction fits into are highlighted in blue.

• The bold numbers and words indicate country-specific additional information.

• The numbers within parentheses indicate the number of jurisdictions applicable to each category.

• For further information on the methodologies used for the categorisations, please see the OECD Corporate Governance Factbook 2025.

4. The rights of shareholders and key ownership functions

4.1. Shareholders’ rights for the general meeting

Notice period	10-15 days (10)	20-21 days (20)	22-28 days (6)	>28 days (16) 42 days
Shareholding threshold for placing agenda items*	<3% (23)	3-4 % (7) 3%	5% (22)	>5% (6)
Shareholding threshold for requesting meeting*	<3% (4)	3-4 % (5)	5% (28)	>5% (20) 10%
Deadline for meeting after request	≤15 days (4)	16-30 days (14)	31- 90 days (25) 6 weeks	No specific deadline (9)
Shares without voting rights with preferential right to dividends	Allowed (33)	Issuing share with limit (14)	Not allowed (5)		No provision (1)
Shares without voting rights and preferential rights to dividends	Allowed (26)		Not allowed (14)		No provision (12)
Multiple classes of shares with a different no. of votes each	Allowed (26)	Allowed with limit (4)	Not allowed (22)		No provision (7)
Timing of disclosure of voting result after meeting	Up to 5 days (32)	Within 6-15 days (19) 15 days	Others (1)
Provision regarding hybrid shareholder meetings	Allowed by law/regulation/rule (47)	Recommended by code (2)	No provision (3)
Provision regarding virtual shareholder meetings	Allowed by law/regulation/rule (41)	Recommended by code (2)	No provision/virtual shareholder meetings are not allowed (9)

* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.

4.2. Related party transactions (RPTs)

Immediate disclosure	Required (49)	Not required (3)
Periodic disclosure	Required (45)	Not required (7)*
Board approval for certain RPT	Required (45)	Not required (7)
Shareholder approval for certain RPT	Required (36)	Not required (16)

* Although companies are required to disclose their financial statements in accordance with IAS 24, there are no additional requirements for periodic disclosure of RPTs.

4.3. Takeover bid rules

Takeover bid approach*	Ex-ante (9)		Ex-post (37)
Threshold for mandatory takeover bid*	<30% (12)	30-33% (24) 30%	33-50% (8)	>50% (2)	Control over the board and others (5)
Minimum bidding price (price paid by offeror) *,**	Highest in 3-4 months (3)	Highest in 6 months (14)	Highest in 12 months (19)	Other requirement (8)	No requirement (14)
Minimum bidding price (market price) *,**	Average in 1-3 months (6)	Average in 6 months (9)	Average in 12 months (2)	Other requirement (11)	No requirement (30)

* Jurisdictions where mandatory takeover bid rules exist are included.

** Some jurisdictions belong to multiple categories.

4.4. Stewardship and fiduciary responsibilities

National frameworks

Act on Financial Supervision Dutch Corporate Governance Code 2022(refer Chapter 4)* Eumedion Dutch Stewardship Code

Institutional investors

Disclosure on voting policies

Law/regulation/rule (23)

Both (Law/regulation/rule and code) (1)

Code (4)

Code and industry association requirement (1)

Industry association requirement (1)

Comply or explain (6)

No provision (6)

Policy of conflicts of interest

Law/regulation/rule (28)

Both (Law/regulation/rule and code) (14)

Code (3)

Industry association requirement (2)

Comply or explain (4)

No provision (1)

Disclosure on conflicts of interest

Law/regulation/rule (19)

Both (Law/regulation/rule and code) (12)

Code (1)

Industry association requirement (1)

Comply or explain (6)

No provision (13)

Constructive engagement

Law/regulation/rule (15)

Both (Law/regulation/rule and code) (4)

Code (4)

Industry association requirement (2)

Comply or explain (5)

No provision (22)

Proxy advisors

Disclosure on voting policies

Law/regulation/rule (15)

Both (Law/regulation/rule and code) (2)

Code (3)

Comply or explain (3)

No provision (29)

Policy of conflicts of interest

Law/regulation/rule (13)

Both (Law/regulation/rule and code) (3)

Code (2)

Comply or explain (3)

No provision (31)

Disclosure on conflicts of interest

Law/regulation/rule (19)

Both (Law/regulation/rule and code) (1)

Code (3)

Comply or explain (3)

No provision (26)

* In March 2025, the Dutch Corporate Governance Code was revised (Dutch Corporate Governance Code 2025).

4.5. Company groups

Disclosure on beneficial owners	Mandatory to public (38)	Mandatory to the regulator only (7)		Mandatory to the regulator and voluntary to public (4)		Voluntary to public (1)		Absence of mandatory/voluntary disclosure provisions (2)
Disclosure on shareholder agreements	Mandatory to public (39)			Mandatory to the regulator only (2)			Absence of mandatory/voluntary disclosure provisions (11)
Disclosure on cross shareholdings	Mandatory to public (24)		Mandatory to the regulator only (2)		Voluntary to public (1)				Absence of mandatory/voluntary disclosure provisions (25)

5. The board of directors

5.1. Basic board structures and independence

Board structure		One-tier system (23)		Optional for one-tier and two-tier system (19)		Two-tier system (7)	Multiple options with hybrid system (3)
Separation of CEO and board chair		Separation is required (14)	Separation is recommended (15)	Incentive mechanism (2)	Not required/ recommended (11)
Appointment of independent directors	Regulation*	1 person (4)	2-3 persons (13)	20-30% (3)	33% (9)	≥50% (6)	Not applicable (23)
	Code*	1 person (1)	2-3 persons (5)	20-30% (1)	33% (9)	≥50% (20)	Not applicable (25)

* Some jurisdictions belong to multiple categories.

5.2. Board-level committees

Setting audit committee (AC)		Law/regulation/rule (45)			Code (7)
Setting nomination committee (NC)		Law/regulation/rule (12)		Code (32)			No provision (8)
Setting remuneration committee (RC)		Law/regulation/rule (16)		Code (29)			No provision (7)
AC member independence	Regulation	1-3 persons (7)	Majority (21)			100% (9)		Not applicable (15)
	Code	1-3 persons (1)	Majority (11)			100% (2)		Not applicable (38)
NC member independence	Regulation	1-3 persons (3)	Majority (7)			100% (2)		Not applicable (40)
	Code	1-3 persons (2)	Majority (20)			100% (2)		Not applicable (28)
RC member independence	Regulation	1-3 persons (3)	Majority (10)			100% (2)		Not applicable (37)
	Code	1-3 persons (2)	Majority (13)			100% (10)		Not applicable (27)
Risk management role of AC		Law/regulation/rule (26)		Code (15)			No provision (11)

5.3. Auditor independence, accountability and oversight

Professional auditor bodies	The Royal the Netherlands Institute of Chartered Accountants (NBA)
Public oversight body	Authority for Financial Markets (AFM)
Approval of external auditor by shareholders	Law/regulation (47)		No provision (5)
Recommendation or nomination of auditor by AC	Law/regulation/rule (46)	Code (5)		No provision (1)
Reviewing the auditor’s scope by AC	Law/regulation/rule (41)	Code (8)		No provision (3)

5.4. Board nomination and election

Majority voting	Required (41)		Not required (11)
Qualification for board candidates	Law/regulation/rule (12)	Both law/regulation/rule and code (5)	Code (22)	No provision (14)
Info to shareholders on candidates’ qualifications	Law/regulation/rule (26)	Both law/regulation/rule and code (6)	Code (14)	No provision (6)

5.5. Board and key executive remuneration

Criteria on structure of board remuneration	Required (27)		Recommended (23)		No provision (2)
Long-term incentive for board	Law/regulation/rule (18)		Code (18)		No provision (18)
Shareholder approval on remuneration policy	Binding, vote required (27)	Binding, vote recommended (1)	Advisory, vote required (10)	Advisory, vote recommended (2)	Choice between approval or articles of association (5)	No provision (7)
Shareholder approval of level of remuneration	Binding, vote required (27)	Binding, vote recommended (1)	Advisory, vote required (13)	Advisory, vote recommended (2)	Choice between approval or articles of association (4)	No provision (5)

5.6. Gender composition on boards and in senior management

Women’s participation in 2024	Boards of directors	41.8%
	Managerial positions	30.2%
Gender diversity on boards	Quota	33.3%
	Target	Requirement by law or regulations and recommendation by the codes or principles
Disclosure on gender composition of boards		Law/regulation/rule (35)	Code (4)	No provision (13)

6. Corporate sustainability

6.1. Sustainability-related disclosure

Key resources	Decree on the disclosure of non-financial information Dutch Corporate Governance Code 2022*
Sustainability disclosure	Law/regulation (41)		Listing rules (6)			Code (4)		Relevant provision without specific requirement or recommendation (1)
Disclosure standards	IFRS Sustainability Standards (10)	European Sustainability Reporting Standards (24)			Other international standards (4)		Other local standards (5)		No provision (9)
Primary users	Investors (9)			Multiple Stakeholders (33)				No provision (10)
Sustainability matters	All material sustainability matters (44)			Only climate-related matters (2)				No provision (6)

* In March 2025, the Dutch Corporate Governance Code was revised (Dutch Corporate Governance Code 2025).

6.2. Sustainability governance

Board responsibilities for sustainability	Law/regulation (20)	Listing rules (5)	Code (12)	No provision (15)
Key resources	Dutch Corporate Governance Code 2022*

* In March 2025, the Dutch Corporate Governance Code was revised (Dutch Corporate Governance Code 2025).

6.3. ESG rating agencies and index providers

ESG rating and index providers*	Framework for ESG ratings (32)	Framework for index providers (30)	No provision (19)
Disclosure of methodologies	Law/regulation (28)	Code (4)	No provision (20)
Disclosure of management of conflicts of interest policy	Law/regulation (29)	Code (4)	No provision (19)

* Some jurisdictions belong to multiple categories.

6.4. Sustainability-related assurance

Framework	Law/regulation (30)		Code (1)			Public consultation/ active consideration (9)	No provision or consultation (11)
Assurance service providers*	Statutory auditors (21)	Service providers with accreditation by a public organisation (11)		Other service providers (3)	No provision (1)
Level of assurance*	Limited assurance currently or planned (29)	Reasonable assurance currently or planned (5)		No provision (3)
Key resources	Decree on the disclosure of non-financial information Dutch Corporate Governance Code 2022**

* Some jurisdictions belong to multiple categories.

** In March 2025, the Dutch Corporate Governance Code was revised (Dutch Corporate Governance Code 2025).

Notes

← 1. Note: “World” covers 98 jurisdictions.

← 2. Note: The share of companies in each jurisdiction where the single largest shareholder and the three largest shareholders own more than 50% of the company’s equity capital. “World” covers 98 jurisdictions.