Say on Pay


The clock is ticking to implement the Shareholders’ Say on Directors’ Pay    

The revised EU Shareholder Rights Directive (SRD) introduces new rules on remuneration policies and remuneration reports for the management board and the supervisory board of companies registered in the Netherlands and listed on a stock exchange in the European Union.

Shareholders' Say on Directors' Pay

Policy Changes

On November 5, the Senate approved to incorporate the SRD into Book 2 of the Dutch Civil Code. The main goal of the SRD is to strengthen the position of shareholders on the remuneration of a listed company’s directors. The remuneration policy needs to meet a substantial number of governance rules and content requirements, while a separate remuneration report should contain a specified overview of each directors’ remuneration over the last five years. This ‘say on pay’ will therefore involve shareholders in the process of establishing, voting and publishing remuneration policies and reports. It’s required that the remuneration policy is aligned with the company’s long-term strategy and culture, so this is a perfect moment to define a framework with the company’s approach to director’s remuneration. Another requirement is that the Works Council will need to supply advice on the proposed remuneration policy.Action is required by all Remuneration Committees and HR Departments of companies registered in the Netherlands and listed on an EU stock exchange.

Around the Boardroom Program

The Executive Program is part of the Around the Boardroom Program of Deloitte The Netherlands. More information about these programs can be found at

More information

Watch the short animation to learn more about say on pay. Please contact Caroline Zegers for a personal introduction meeting via or +31 6 53183728.

Did you find this useful?