Dutch Corporate Governance Code
NIBC supports and voluntarily applies the principles of the Dutch Corporate Governance Code. This Code has been revised in December 2016. The most important revision is the focus on long-term value creation and the introduction of culture as part of good corporate governance. In addition, the Code has been updated on many other points. NIBC supported the revision and applied the revised Dutch Corporate Governance Code in 2017.
NIBC partly deviates from best practices and principles as laid out in the Code. The main deviation is that we do not comply with best practice provision 2.1.7 (iii), that requires that there is at most one supervisory board member who can be considered to be affiliated with a shareholder, or group of affiliated shareholders, who holds more than 10 per cent of the shares in a company.. Five out of eight members of NIBC’s Supervisory Board qualify as formally independent. The other three members are formally not independent, because they are representatives of our shareholder. This principle in the Dutch Corporate Governance Code deviates from the policy of the Dutch central bank (DNB) that came into force in 2012. DNB’s policy is that at least 50% of the members of a Supervisory Board should be formally independent. NIBC complies with the DNB policy.
In addition, NIBC is not in compliance with best practice provision 2.2.2 that requires that supervisory board members are reappointed for a period of two years in the event of a reappointment after an eight-year period. The Company’s Supervisory Board members can be appointed for a period of four years after an eight-year period, provided that no Supervisory Board member shall hold office for more than three four-year terms or twelve years, as the case may be.
NIBC is not in compliance with best practice provision 3.4.1 (iv) that requires the Remuneration Report to include a discussion of the internal pay ratio. In 2017 the internal annual report 'Harrewijn' was discussed in the RNC as well as with the Works Council, the report covers internal pay ratios. As from 2018 onwards NIBC will disclose the relevant elements related to the pay ratios in line with Dutch Corporate Governance Code.
The Banking Code
An updated Dutch Banking Code came into effect on January 1, 2015. The new Dutch Banking Code, together with the introduction of the Social Charter and the implementation of the Bankers' Oath, is applicable to all employees of financial institutions in the Netherlands. NIBC supports the principles of the Banking Code to regain trust, ensure stability and protect the interests of our stakeholders.
Please find as a download a detailed overview of NIBC's compliance with the 2015 Banking Code.