The Dutch Corporate Governance Code (hereinafter ‘Code’) was determined in 2003 by the then Tabaksblat Committee. In December 2008 the Code was updated by the Frijns Committee. The updated Code took effect on 1 January 2009.
The Code has its legal basis in Book 2 of the Netherlands Civil Code and is applicable to all companies whose registered seat is in the Netherlands and whose shares or depositary receipts are listed on a stock exchange. Though Alliander is unlisted, we subscribe and conform to the rules for good corporate governance (insofar as applicable and relevant), as laid down in the Code. The decision to do this was taken in view of various factors, including Alliander’s size, the social role we play in carrying out our grid connection and energy transportation tasks, and our deep commitment to transparency.
Due to our corporate legal status, not all best practice provisions are applicable to us. Alliander is an unlisted Dutch public limited company with public (lower) authorities as direct or indirect shareholders which is subject to the statutory two-tier regime, as described in the Netherlands Civil Code. Alliander is therefore organised according to the ‘two-tier’ model (where the Management Board and Supervisory Board form two separate bodies) in contrast with the ‘one tier’ model (where the Management Board and Supervisory Board jointly form the management). In addition, our Articles of Association set specific requirements regarding the quality of our shareholders. These stipulate that only the State, a Province or a Municipality can be a – direct or indirect – shareholder of Alliander.
Our corporate governance structure is explained in outline in a separate chapter in our annual report. In that chapter we indicate the extent to which we follow the Code’s principles and best practice provisions (insofar as applicable and relevant) and, if not, the reason for and the extent of the non-application (the ‘apply or explain’ principle).
The Management Board, together with the Supervisory Board, is responsible for Alliander’s Corporate Governance structure and the compliance with the Code. Every substantial change in Alliander’s Corporate Governance structure and in the observance of the Code is put to the General Meeting of Shareholders for discussion under a separate agenda item.
