ABN AMRO will immediately apply the principles and the majority of the guidelines of the new Dutch corporate governance code (Tabaksblat Code). Although the first official report on a company’s corporate governance structure and appliance of the code must be in the Annual Report for 2004, ABN AMRO has decided to explain our application of the Tabaksblat Code in a special corporate governance supplement to the 2003 Annual Report.
ABN AMRO believes that rapid application of the corporate governance code, which meets high international standards, will significantly strengthen both confidence in Dutch companies and the business climate in the Netherlands.
The special supplement published today provides a detailed explanation of the consequences of the corporate governance code for ABN AMRO. Many of the 109 best practices will not result in changes, because the bank already complies with the relevant guidelines.
The bank´s regulations have been modified in a limited number of cases. The main changes are explained in the annex. It has already been announced that ABN AMRO is proposing to shareholders that the preference shares be cancelled. This means that the last anti-takeover mechanism will now be removed, following the earlier decision to let the holding company operate outside the Large Company Regime and to abolish the priority share. The removal of the last anti-takeover measure is a major step towards further reinforcement of the role of shareholders in the bank´s governance model.
Finally, ABN AMRO will propose to its shareholders that an exception be made (for the time being) with respect to four recommendations, in keeping with the ‘apply or explain’ principle. These four exceptions are explained briefly in the annex of this press release. Corporate governance will be an important agenda item at the annual General Meeting of Shareholders on 29 April 2004.
Source: ABN AMRO