Governance

Governance, the interplay of behaviour and rules for good governance and supervision, is a subject that has been under development for both listed companies and parties in the semi-public sector for years. These rules are included in the Dutch Corporate Governance Code for listed companies and in numerous codes, for example for housing corporations, healthcare providers, educational institutions and cultural institutions. These codes contain principles and best practice provisions on themes such as avoiding the appearance of a conflict of interest, accountability, ensuring independent supervision and involving internal and external stakeholders in the ins and outs of the organisation. While the emphasis in the past was mainly on compliance with rules to safeguard good management and supervision, in recent years a great deal of attention has been paid to the conduct and exemplary role of directors and supervisory directors.

Impact of violating governance rules

Compliance with governance rules is very important. Even the appearance of non-compliance with governance rules can have serious consequences for the reputation of the organisation and its directors , supervisory directors and (other) internal supervisors. Moreover, the violation of rules in governance codes has, in various cases, led the Enterprise Court of the Amsterdam Court of Appeal to draw a conclusion of 'mismanagement', which is a prelude to a civil liability claim for directors and supervisory directors . For that reason it is important to be familiar with the governance rules, to behave with due care and to carry out regular reviews.

Healthcare Team

As corporate law specialists, Fenna van Dijk and Eline Lam regularly spar with directors and supervisory directors as ’board room advisors’ on the following subjects, among others:

• How do I avoid the appearance of a conflict of interest, for example within a group of companies?
• How do I set up an appointment procedure for the director or supervisory director?
• Is the supervision within my organisation / institution independent and properly organised?
• How do I ensure careful and transparent management?
• Do my articles of association and regulations comply with the latest governance codes?

Together with the specialists from the team that focuses on directors' liability, Fenna and Eline advise directors and supervisory directors on their position and liability risks.

Expertise

Fenna van Dijk teaches at the Governance University on ’Governance in the semi-public sector’ and on directors' liability. Fenna is also author of the column entitled ‘Oprecht’ (Sincere) which features in the journal entitled Goed Bestuur en Toezicht (Good Governance and Supervision) which is published (in Dutch) 4 times a year. Fenna and Eline regularly give workshops on this topic and healthcare institutions regularly ask them to organise knowledge sessions for directors and supervisory directors.

‘Rechtindezorg’

Fenna van Dijk and Eline Lam regularly write about governance and transparent business operations in healthcare on the special Rechtindezorg website (in Dutch).

• Reviewing and amending the articles of association and management and supervisory board regulations of various healthcare institutions.
• Advising on the position of the management board of a healthcare institution in the event of apparent irregularities in the financial records.
• Advising on the organisation of a group of healthcare institutions and compliance with care regulations and the Healthcare Governance Code.
• Advising on and implementing the rules concerning management and supervision at various new and existing healthcare institutions, or parties that are closely involved and that wish to follow the rules as best as they possibly can.
• Advising on the organisation of governance within a partnership.