Governance Codes and regulations

Bankers Oath

As of 1 January 2013, all supervisory directors and managing directors of a bank and as of 1 April 2016, all employees of a bank must take an oath of good conduct (the Bankers' Oath). The oath is a confirmation of ABN AMRO’s existing policy, which is fully in line with the core values of ABN AMRO. All members of the Supervisory Board and Executive Board of ABN AMRO took the bankers Oath. The Bankers' Oath has also been taken by the supervisory boards and executive boards of ABN AMRO’s subsidiaries with a banking licence granted by DNB in 2013. As of 1 April 2016 all employees of a bank working in the Netherlands must have taken the Bankers' Oath. Violations of the Bankers Oath are subject to disciplinary law.

Dutch Corporate Governance Code

The Dutch Corporate Governance Code applies to all Dutch listed companies. This code contains principles and best practice provisions for the management board, the supervisory board, shareholders and the general meeting of shareholders.. In the annual report it must be clarified whether a certain principles or best practice is being complied with. If this is not the case, it must be explained why not.

ABN AMRO also provides an overview of each principle and best practice provision.

Dutch Tax Governance Code

The Dutch Tax Governance Code (as published by the Confederation of Netherlands Industry and Employers VNO-NCW on 18 May 2022) is a voluntary code to which ABN AMRO has committed itself, as well as some 40 other large Dutch companies. This Tax Governance Code contains principles and guidelines on the arrangement of executive boards, supervisory boards, shareholders and general meetings, financial reporting, accountants, disclosure, compliance and compliance standards with regard to tax matters. The Tax Governance Code also requires a company that has committed itself to this, to be publicly accountable for the extent to which it has applied the provisions of the Code, or explains why this is not yet the case. ABN AMRO has included a headline overview of this in the annual report. In addition, ABN AMRO provides an explanation for each provision in the document Application Dutch Tax Governance Code 2022.

Dutch Banking Code

In 2009, the Advisory Committee on the Future of Banks conducted research into the Dutch banking sector. It then gave recommendations to improve the sector. The Banking Code was introduced on 1 January 2010. This code ensures that banks treat their customers well and balance the interests of all stakeholders. The code contains principles on governance, risk management, audit and remuneration.

On 1 January 2015, the new Banking Code was introduced, together with a Social Charter. This renewal took into account the recommendations of various committees and the vision of the Dutch Banking Association (of which ABN AMRO is a member). With the renewed code, the Social Charter and the banker's oath, banks aim to emphasise their social role and meet society's expectations. These principles apply to all employees of Dutch financial institutions. In 2021, the Banking Code was supplemented on two points with clarifying texts on safeguarding social interests and on remuneration policy.

ABN AMRO contributed to the creation of the Banking Code and believes it is important to comply with these principles as they contribute to restoring trust in banks. ABN AMRO is committed to translating the principles into policy and implementing this policy. The bank ensures that all group entities, including Dutch subsidiaries with a banking license, comply with these principles. In this way, ABN AMRO aims to ensure that the intention of the Banking Code is visible throughout the organisation. More information on how the Banking Code will be applied at ABN AMRO in 2024 can be found in the overview below. This explanation is only available in English.

ABN AMRO's subsidiaries have different activities, organisational structures and risk frameworks. Therefore, the way they apply the standards and group policies may be different from other parts of the organisation. For more information on this, please refer to the 2024 report. This report is only available in English.

In its annual report, ABN AMRO reports on its compliance with the Banking Code. The Executive Boards and Supervisory Boards of ABN AMRO and its subsidiaries ensure that the principles of the Code are applied and complied with. The moral-ethical statement is also part of the terms of employment for ABN AMRO's senior management in the Netherlands. They have thus explicitly endorsed this statement.

CRD V

Article 96 of the Fifth Capital Requirements Directive (CRD V) requires financial institutions to explain on their website how they comply with Articles 88 to 95 of CRD V. In the Netherlands, this obligation is included in Article 134b of the Decree on prudential measures FMSA (Besluit prudentiële regels Wft). The document sets out how ABN AMRO complies with these Articles.