The Juridification of Dutch Corporate Governance¹This contribution is an edited version of chapter 4 from Bart Jansen’s dissertation defended in 2022 at Nyenrode Business University, titled Nomomorphology: Specters of Law in the Margins of Ethics and an earlier Dutch contribution published in the Tijdschrift voor Financieel Recht (Journal of Financial Law) in November 2018. His dissertation is being published in 2023 by Springer International as B. Jansen, The Juridification of Business Ethics, New York: Springer 2023.

This is the collision […]; to put it briefly, it is the collision of pietism with the established order. The Pharisees and scribes are, namely, representatives of the established order, which precisely because of their quibbling and shrewdness has become an empty, indeed, an ungodly externality.³S.A. Kierkegaard, ‘Practice in Christianity no. II’, in H.V. Hong & E.H. Hong (eds.), Kierkegaard’s Writings, XX, Vol. 20 (pp. 85-93), Princeton: Princeton University Press 1991 (orig. 1850), p. 86.

Last December, I was present at the Ministry of Economic Affairs and Climate where Minister Adriaansens received the new Dutch Corporate Governance Code from Pauline van der Meer Mohr, Chair of the Corporate Governance Code Commission. The report for 2021 says that companies are doing well in following the rules, but it also points out that they should give more detailed information about creating long-term value, their culture, and diversity. This need simply represents a need for following more rules and principles, and thus represents a need for more compliance. This precisely characterizes the essential history of corporate governance in the Netherlands. The essence of the Dutch Corporate Governance Code is always more of the same, and lies in its juridification.