Code Tabaksblat
On 9 December 2003 the Dutch Corporate Governance Code (also known as the Tabaksblat Code) was adopted and published. The Code contains recommendations for the efficient supervision of the Management Board (the 'checks') and a balanced distribution of influence and power between the Management Board, the Supervisory Board and the shareholders of a company (the 'balances'). The Code has since become law. Although the Code was introduced for Dutch listed companies, Nuon applies it on a voluntary basis.
Principles and best practice provisions
The Code contains both principles and concrete 'best practice' provisions. The principles ('principles of good corporate governance') reflect the latest general views about good corporate governance. The principles are worked out in concrete 'best practice' provisions. These provisions contain norms for the conduct of Management Board members, Supervisory Board members and shareholders, also in relation to the external auditor.
Observance
Nuon devotes a separate chapter in its annual report to the main points of its corporate governance structure and its observance of the Code. Any departures from the best practice provisions of the Code are also explained here ('apply or explain'). This chapter was discussed at the General Meeting of Shareholders on 22 April 2008.
Substantial changes to the corporate governance structure and observance of the Code are discussed with the General Meeting of Shareholders.
Frijns Committee
The Monitoring Committee Corporate Governance Code (the Frijns Committee) was set up on 6 December 2004. This Committee's task is to help ensure that the Code remains up-to-date and practicable, whilst also safeguarding the proper observance of the Code. The committee reports annually on its findings while also reporting to the Ministers of Finance and Economic Affairs. Nuon follows the activities of this committee as well as developments in the field of corporate governance with great interest.