On 21 February 2022, the Corporate Governance Code Monitoring Committee submitted a proposal to update the Dutch Corporate Governance Code (“Proposal””). The Proposal (currently open for consultation up to and including 17 April 2022) provides for updating the Dutch Corporate Governance Code (“Code”) in areas such as long-term value creation, the role of shareholders and diversity. It also contains proposals to amend provisions of the Code due to changes of the Dutch Civil Code, such as introducing a statutory cooling-off period and statutory rules on the remuneration policy and report. This overview briefly outlines the most important parts of the Proposal.

I. Shareholder notification in the Netherlands On 23 May 2019, the Dutch government submitted a legislative proposal to classify a shareholding of 2% in a listed company as a substantial shareholding (“Proposal”). With this Proposal, the initial statutory threshold for shareholders to notify their shareholding will be lowered from 3%…