Focusing on the governance of listed companies, the Dutch Corporate Governance Code (hereinafter: the Code) provides guidance for effective collaboration and management. Governance is about management and control, about responsibility and influence, and about supervision and accountability.
As a large public company with an important social role in Dutch society, Alliander is committed to a good governance structure. For this reason, although Alliander’s shares are not listed on a stock exchange, Alliander voluntarily applies the Code.
Alliander applies a corporate governance policy that is in line with the updated Code, which has been in force since January 1, 2023. The updated Code, like its predecessor, is based on the ‘comply or explain’ principle. Alliander devotes a separate chapter in its annual report to the main features of its corporate governance structure. A complete ‘comply or explain’ overview of how Alliander complies with the provisions of the Code can be found below. The full text of the Code is available at www.mccg.nl.
Alliander N.V. (Alliander) is a so called ‘structuur’ legal entity. Alliander applies the full two-tier board structure. All Alliander shares are owned by Dutch provinces and municipalities.
Alliander’s governance framework is based on Book 2 of the Dutch Civil Code and the Corporate Governance Code. The Gas Act and the Electricity Act 1998 also contain provisions that influence Alliander’s governance. The structure is detailed in Alliander’s Articles of Association and various regulations (including the terms of reference of the Management Board, the terms of reference of the Supervisory Board and its committees and the terms of reference of the Executive Board), codes and rules.
