Dutch Corporate Governance Code
NIBC supports and applies the principles of the Dutch Corporate Governance Code. This Code has been revised in December 2016 and consequently implemented by NIBC.
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. Four out of seven members of NIBC’s Supervisory Board qualify as formally independent. The other 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. Because 2018 was a year of strategic importance, stability was key for NIBC’s Supervisory Boar and both Mr de Jong and Mr van den Goorbergh were reappointed in 2017 and 2018 respectively for a maximum term of one yer and a s result held office for more than twelve years. Mr de Jong’s final term ended in December 2018 and Mr van den Goorbergh’s final term will end in April 2019 at the AGM.
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.