Newsletter Vestius June 2023

Sustainability is key in new Dutch Corporate Governance Code

The Corporate Governance Code, the rules of conduct for good corporate governance, was recently amended again. It is now centred on sustainability and pays more attention to themes such as diversity and inclusion. These additions are meant to encourage directors and supervisory directors of companies to contemplate sustainable long-term value creation and the creation of equal opportunities for everyone in the company. You can read more about the revised Code and the amendments in this article.

Please feel free to contact Helger Kamerman or Lusine Shahbazyan for more information on this subject.

Breach of the GDPR and the right to damages

The European Court of Justice (ECJ) recently issued an interesting ruling in the field of the General Data Protection Regulation (GDPR) in an Austrian case. The question at issue was whether breach of the GDPR always leads to a right to damages.

Please contact Lise van den Heuvel if you have any questions about this article.

Mandatory Confidential Counsellor Bill

The Lower House of the Dutch Parliament adopted the Mandatory Confidential Counsellor Bill on 23 May 2023. A brief outline of relevant parts of this bill is provided in this article.

Please contact our employment law specialists for further information or advice on the appointment of a confidential counsellor.

Director’s advisory vote; even a ritual dance must be performed carefully

A company that intends to remove its director from office is usually familiar with the ritual dance expected of it: calling a general meeting in good time with the removal from office on the agenda, and allowing the director to cast his or her advisory vote. That advisory vote must still be able to contribute realistically to the resolution to be adopted, i.e., the general meeting must be open to reconsidering the director’s removal. In this article, we address a recent court ruling in which prejudice regarding a resolution to remove a director from office was severely punished.

Please contact Michiel van Haelst or Lusine Shahbazyan for more information on this subject.

Discretionary power regarding bonus scheme

The Dutch Supreme Court recently confirmed that a discretionary power in a bonus scheme is subject to good employment practice. The moderation of the bonus in question to 40% was found to be contrary to such good employment practice. A good reason to briefly revisit the issue of employers’ discretion in refusing bonuses.

Please contact our employment law specialists if you have any questions or require any advice on your bonus scheme (discretionary or other).