TIMMERMAN DOORMAN company has to provide to the public. It contains the general obligation to make vaila ble all the facilities and information necessary for the shareholders to be able to exercise their rights. The most important, more specific, obligation can be found in section 28h. This provision conta ins the obligation to immediately make a vailable a publication on every fact or event concerning the issuing company that can be expected to significantly influence the price of the company sstock 2. 10Corporate Governance in the Netherlands, report by the Peters Committee In 1996 and 1997, the Corporate Govemance Comm ittee(also called the Peters Comm ittee after its cha irman) presented two reports(a draft and a final version) Among other things, these reports conta ined 40 recommendations conceming corporate governance in the Netherlands. The report mainly focuses on the relationship between the board of directors, the supervisors and the shareholders. It pleads for a strengthening of the position of shareholders and urges them to participate more actively in the affairs of the company. The report is an example of a code of best practice in the sense that it is not legally binding, it merely makes recommendations. However, it does try to improve the position of the shareholder in a direct way. Examples include recommendation 26, which asks companies and investors to reassess the role played by shareholders, based on the principle that capital and control should be in line, and recommendation 29 which asks management to assess the desirability of an increased influence of investors and how to achieve this Recommendation 27, the general meeting of shareholders should be the forum to which the supervisory board and the board of directors report and are accountable, recommendation 28, the board of directors and the supervisory board recommendation 30, requests made by investors who represent 1%or m, and capital or NLG 500,000 in shares to have items placed on the agenda should n nciple be honoured, are more detailed It was left to companies t voluntarily adopt the recommendations. Evalation showed that only a small percentage of Dutch firms made significant changes to their corporate govemance poliy and that conformation was particularly weak with regard to those recommendatons concemng increased shareholder power. Therefore, the Dutch govemmenthas started to translate someof these recommendations nto legslation. A god example is the proposal for anewsection 2: 1 14a that will give shareholders who hol I percent of the issued capital or shares with a market value ion(this concems listed companies) the right to place an item on the agenda of the general meeting of shareholders. Ths s a direct legal translation of recommendation 30 of the Peters Committee. Another example s the new provision n Book 2 that adoption/approval of the annual accounts does not imply a discharge for the board members from liability for their management Under thi new rule, both have to be separate items on the agenda of the general meeting of Commissie Corporate Governance, Corporate Govemance in Nederland: Een aanzet bt reranderng en een uitnodigmg tot discussie( Corporate Govemance n the Netherlands: An initial impetus for change and an invitation for dscussion ) 28 October 1996 and Commissie Corporate Govemance, Coporate Govemance in Nedertand: Veertig aanbenelingen( Coporate goleman in the Netherlands: Fortyrecowmmendations ), 25 June 1997TIMMERMAN/DOORMAN 6 company has to provide to the public. It contains the general obligation to make available all the facilities and information necessary for the shareholders to be able to exercise their rights. The most important, more specific, obligation can be found in section 28h. This provision contains the obligation to immediately make available a publication on every fact or event concerning the issuing company that can be expected to significantly influence the price of the company s stock. 2.10Corporate Governance in the Netherlands; report by the Peters Committee In 1996 and 1997, the Corporate Governance Committee (also called the Peters Committee after its chairman) presented two reports4 (a draft and a final version). Among other things, these reports contained 40 recommendations concerning corporate governance in the Netherlands. The report mainly focuses on the relationship between the board of directors, the supervisors and the shareholders. It pleads for a strengthening of the position of shareholders and urges them to participate more actively in the affairs of the company. The report is an example of a code of best practice in the sense that it is not legally binding; it merely makes recommendations. However, it does try to improve the position of the shareholder in a direct way. Examples include recommendation 26, which asks companies and investors to reassess the role played by shareholders, based on the principle that capital and control should be in line, and recommendation 29 which asks management to assess the desirability of an increased influence of investors and how to achieve this. Recommendation 27, the general meeting of shareholders should be the forum to which the supervisory board and the board of directors report and are accountable, recommendation 28, the board of directors and the supervisory board should have the confidence of the general meeting of shareholders, and recommendation 30, requests made by investors who represent 1% of the issued capital or NLG 500,000 in shares to have items placed on the agenda should in principle be honoured, are more detailed. It was left to companies to voluntarily adopt the recommendations. Evaluation showed that only a small percentage of Dutch firms made significant changes to their corporate governance policy and that conformation was particularly weak with regard to those recommendations concerning increased shareholder power. Therefore, the Dutch government has started to translate some of these recommendations into legislation. A good example is the proposal for a new section 2:114a that will give shareholders who hold 1 percent of the issued capital or shares with a market value of _ 50 million (this concerns listed companies) the right to place an item on the agenda of the general meeting of shareholders. This is a direct legal translation of recommendation 30 of the Peters Committee. Another example is the new provision in Book 2 that adoption/approval of the annual accounts does not imply a discharge for the board members from liability for their management. Under this new rule, both have to be separate items on the agenda of the general meeting of 4. Commissie Corporate Governance, Corporate Governance in Nederland: Een aanzet tot verandering en een uitnodiging tot discussie (Corporate Governance in the Netherlands: An initial impetus for change and an invitation for discussion), 28 October 1996 and Commissie Corporate Governance, Corporate Governance in Nederland: Veertig aanbevelingen (Corporate Governance in the Netherlands: Forty recommendations), 25 June 1997