Jaap Winter (UvA and VU), Steven Hijink (RU), Matthijs de Jongh (EUR), Gerard van Solinge (RU) and Vino
Timmerman (EUR) are professors of company law.

The role of directors and supervisors should be adapted in law. Drivers must have their business as
have a company that is responsible for its operations. Commissioners have to see to that. Anchoring in the
Law, instead of the now often elusive MVO vows, provides guidance to the actions of drivers and
Commissioners to be examined, ex ante and ex post, by the shareholders and by the judge.

The pursuit of shareholder value is dominant in company practice, also in Dutch context. The
legal standard for directors and supervisory directors to focus on the importance of the company and its
company suggests a broad balancing of interests. In practice, however, it seems possible to
direct financial objectives for shareholders.

For example, many stock exchange companies have remuneration systems with variable remuneration aimed at financial
objectives. Financial success for shareholders is also common among companies with private equity owners.
the sole guideline.

Whether it's deliberate environmental damage, reward discussions about bankers or excessive drug prices,
Every time society asks itself what inspires them. They often take responsibility
If public indignation or regulation forces this. Before the crisis, the uprooting of
companies often turn to social discontent.

The standard of company interest has prevented us from taking responsibility for
to make companies in society explicit. Certainly, there are companies looking for a
Responsible role, beyond shareholder value. Known examples are DSM and Unilever. But the
Current law does not enforce this. Responsible operation in society is now a matter of personal
preferences of CEOs and Commissioners .The corona crisis sheds new light on the role of the company in society.
Once again, the State takes over entrepreneurial risks. So the crisis exposes our need for a new normal.
The old normal is no longer adequate.

Drivers, directors and shareholders enjoy the privilege that in principle only the company
is liable for her debts. Also for damage of the company to third parties, society or environment.
In return, society may require directors and supervisory directors and shareholders
that the company behaves responsibly.

The South African King IV corporate governance code, one of the most progressive in the world, says it
good: The management must ensure that the company is a responsible corporate citizen and
is seen as such.

In line with this, the proposal of 25 professors Company law
change drivers. Drivers must ensure that the company carries out its business
participates in society as a responsible company. Commissioners should
to monitor this. The pursuit of profitable continuity must be embedded in a broad responsibility
in society.

This means that the duty of care sets open standards, such as decent job performance and basic principles of
proper entrepreneurship, to which the actions of directors and Commissioners are addressed by the courts
test. In doing so, directors and supervisory directors have, as with the standard of the company interest,
an assessment room. The judge is reluctant to check.

Many companies have now expressed their vision of corporate social responsibility in a mission. The
Corporate Governance Code also prescribes that. Those missions are diverse and non-binding. The duty of care makes that
the so-called responsible corporate citizenship is no longer voluntary.

Purpose
The second proposal is to provide for the practical implementation of the duty of care for one's own company.
to be recorded in the statutes, following the example of the French Loi Pacte (2019). This law is not mandatory, but
makes it possible to use the company's ultimate purpose (the raison d'être) in the statutes to
formulation. Thus purpose guides decision making for the company's core business.
French companies such as it group Atos, food giant Danone, supermarket Carrefour and tyre producer Michelin
have already done so under the new law. On 7 May, EDF adopted a raison d'être,
in which it commits to be CO2 neutral by 2050. On this basis EDF sets the target of its CO2 emissions
reduce by 50% by 2030. This is at the heart of EDF's activities.

So it should not be just words. This is why the Commission's proposal for a directive on the
duty of care. Drivers and supervisors should explain in the annual report how they are responsible
corporate citizenship. And what considerations and choices they have made. The
accountability can be reviewed by shareholders' meeting or judge. This prevents purpose washing.

We do not have to accept the social uprooting of businesses. There's a new one
social contract between enterprise and society. This requires a different sense of responsibility.
among directors and Commissioners.