T.E. Lambooy

Institutionalisation of corporate social responsibility in the corporate governance code : The new trend of the Dutch model

In the Netherlands, the ‘Tabaksblat Code’ (the Dutch corporate governance code of December) was a semi-private regulation instigated by the Dutch government, the stock exchange and industry associations to restore trust in the public equity markets. The aim was ‘to put the relationship between listed companies and providers of capital under the microscope’ in order to establish a new balance with a larger role for the shareholders (Tabaksblat, 2003, p. 59).

Communicating about Integrating Sustainability in Corporate Strategy: Motivations and Regulatory Environments of Integrated Reporting from a European and Dutch Perspective

Abstract Purpose The authors have examined the developments in law and in practice concerning integrated reporting. An integrated report combines the most material elements of information about corporate performance (re: financial, governance, social and environmental functioning) – currently reported in separate reports – into one coherent whole. The authors first explore the motivation of companies and legislators to introduce integrating reporting. Next, they analyse how integrated reporting can be supported by legislation thereby taking into account the existing regulatory environment. Methodology/approach Literature study; desk research, analysing integrated reports; organisation of an international academic conference (30 May 2012 in Rotterdam, the Netherlands). Findings EU law needs adjusting in the field of corporate annual reporting. Although integrated reporting is currently being explored by some frontrunners of the business community and is being encouraged by investors, the existing legal framework does not offer any incentive, nor is uniformity and credibility in the reporting of non-financial information stimulated. The law gives scant guidance to companies to that end. The authors argue that amending the mandatory EU framework can support the comparability and reliability of the corporate information. Moreover, a clear and sound EU framework on integrated corporate reporting will assist international companies in their reporting. Presently, companies have to comply with various regulations at an EU and a national level, which do not enhance a holistic view in corporate reporting. The authors provide options on how to do this. They suggest combining EU mandatory corporate reporting rules with the private regulatory reporting regime developed by the Global Reporting Initiative (GRI). Research limitations/implications Focus on EU and Dutch corporate reporting laws, non-legislative frameworks, and corporate practices of frontrunners. Practical and social implications and originality/value of the chapter The chapter can provide guidance to policymakers, companies and other stakeholders who want to form an opinion on how to legally support integrated reporting. It addresses important questions, especially concerning how European and domestic legislation could be adjusted in order to (i) reflect the newest insights regarding corporate transparency and (ii) become an adequate framework for companies with added benefits for financiers and investors. Moreover, it reports on the benefits of integrated reporting for reporting companies. The authors argue that integrated reporting can be a critical tool in implementing corporate social responsibility (CSR) in the main corporate strategy of a company.

Inclusive governance in social enterprises in the Netherlands - A case study

An element that policymakers and academics often believe to be constitutive in the governance of a social enterprise is the use of inclusive and responsible decision-making processes. This entails the involvement of various categories of stakeholders. In this paper, a case study is used to explore how a work integration social enterprise based in the Netherlands, AutiTalent BV, has organized its governance. The Netherlands has not developed legislation specifically dealing with social enterprises, in contrast to many other EU Member States (16 out of 28), and it does not require, although it allows for, the establishment of inclusive governance. By examining how (national Dutch) law affects the governance of a work-integration-oriented social enterprise, the authors aim to contribute to emerging theory on participatory and inclusive governance of social enterprises - as a legal concept but also as an organizational concept - shaped by (tailor-made and/or ordinary) law. The case study reveals that the investigated work integration social enterprise has not set up formal inclusive governance, suggesting that a social enterprise may not be stimulated by legislation which allows but not requires the participation of stakeholders in decision making. At the same time, informal direct communication channels exist between the people who influence the decision-making processes and people from various stakeholder categories.