Bestuurkode

Bestuurkode is a term used to describe a set of principles and best practices intended to guide the governance of organizations, especially at board level. The code aims to promote accountability, integrity, transparency, and effective oversight of management. It is typically non-binding but influential; many jurisdictions use a comply-or-explain framework where organizations disclose how they meet the code and explain deviations.

Content typically covered by a bestuurkode includes governance structure and board governance, such as board composition, independence, the role of the chair, and the functioning of board meetings. It also addresses board processes, including evaluation, succession planning, and the use of committees (such as audit, remuneration, and risk). Other common topics are risk management, internal controls, financial reporting, ethical standards, stakeholder engagement, diversity, and sustainability.

Scope and adoption vary by jurisdiction and sector. Codes may be sector-specific or national and are issued by government bodies, stock exchanges, or professional associations. They apply to listed companies and, increasingly, to state-owned enterprises and large non-profit organizations. Adherence is usually voluntary, but many markets require or strongly encourage conformity disclosures for listed entities.

Effectiveness and critique differ across contexts. Proponents argue that bestuurcodes improve governance quality and market trust, while critics warn that codes can become box-ticking exercises if not maintained and tailored to the organization. Regular updates, clear guidance, and credible enforcement mechanisms are important to keep codes relevant and effective.