Corporate governance

The discussions on corporate governance in the Netherlands resulted in the first Dutch Corporate Governance Code which became effective as of 1 January 2004. This code was updated in 2009, 2016 and again in December 2022. From the 2017 financial year onwards, Dutch listed companies are to report on their application of the revised Code and to explain any deviations from its best-practice provisions.

In this overview you will find the full text of the Dutch Corporate Governance Code – consisting of the principles and related best-practice provisions – and the way Royal BAM Group has applied these in the previous year. In case of substantial changes in the corporate governance structure of the company and in the compliance with the Code, this will be put on the agenda for discussion with the shareholders. The aforementioned overviews of earlier years can be found here.

The Supervisory Board and the Executive Board are responsible for the company’s corporate governance structure and for compliance with that structure. They are accountable for this to the Annual General Meeting and should provide sound reasons for any non-application of the principles and best practice provisions of the Dutch corporate governance code. Each substantial change in the corporate governance structure of the company and in the compliance of the company with this code will be submitted to the general meeting for discussion. The corporate governance structure of Royal BAM Group is described in this document with specific emphasis on the roles and responsibilities with regard to:

• Executive Board
• Executive Committee
• Supervisory Board
• Supervisory Board Committees
• Shareholders
• Press and analysts
• Anti-takeover measures
• Financial reporting and the role of the auditor