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 companies listed on a government-recognised stock exchange. The Dutch Corporate Governance Code contains a number of principles and best practice provisions in respect of executive boards, supervisory boards, shareholders and the general meeting of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards. The Dutch Corporate Governance Code requires a company to disclose in its annual report whether or not it applies the provisions of the Corporate Governance Code and, if it does not apply those provisions, to explain the reasons why.

In addition thereto, ABN AMRO provides an explanation to each principle and best practice in the overview below.

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 made recommendations for improving the performance of the Dutch banking sector to help restore trust in banks. Consequently, the Dutch Banking Code was introduced in 2010 to ensure that banks commit to and account for treating their customers with care while balancing the interest of various stakeholders. This Code sets out principles that banks should observe in terms of corporate governance, risk management, audit and remuneration. An updated Dutch Banking Code came into effect on 1 January 2015, along with the Social Charter (Maatschappelijk Statuut) which is complementary to the Code. The updated Dutch Banking Code takes into account the recommendations of the Banking Code Monitoring Commission, the report of the Committee on the Structure of Banks, the government's view on the Dutch banking industry and the vision of the Dutch Banking Association (of which ABN AMRO is a member). The new Dutch Banking Code, along with the introduction of the Social Charter and the implementation of the Bankers' Oath (together with the associated rules of conduct and disciplinary rules) is applicable to all employees of financial institutions in the Netherlands and emphasise the social role of banks and their commitment to meeting the expectations of society at large.

As one of the banks involved in drawing up the Dutch Banking Code, we at ABN AMRO are committed to promoting compliance with the principles that it embodies, as they will play an important part in restoring trust in the banking industry. As such, we are dedicated to translating the principles of the Banking Code into policies, and then to putting these policies into practice. These policies are applied in full to all relevant entities within the ABN AMRO, including all subsidiaries with a banking licence granted by DNB (or, as of 4 November 2014, by the ECB), aiming to ensure that the intentions behind the Banking Code are properly reflected and adhered to in all parts of the organisation. You can read more about how the principles of the Dutch Banking Code were applied in 2023 by the businesses operating under the ABN AMRO banking license in the overview below.

In view of the varying business activities, organisation and risk frameworks of the ABN AMRO subsidiaries with their own banking licences, implementation of group-wide policies and standards may differ between subsidiaries. This is explained in more detail for 2023 in the report.

Compliance with the Banking Code is actively monitored by the Audit department and reported on in ABN AMRO's Annual Report.

The executive boards of ABN AMRO and its subsidiaries work with their respective supervisory boards to ensure that the principles in the Code are implemented and complied with throughout the organisation. Furthermore, the full text of the Declaration of Moral and Ethical Conduct has been included in the terms of the employment contracts of all members of ABN AMRO’s senior management in the Netherlands.

CRD V

Article 96 of the fifth Capital Requirements Directive (CRD V) requires financial institutions to explain on their website how they comply with the requirements of Articles 88 to and including 95 of CRD V. This requirement has been implemented in Dutch law by Article 134b of the Decree on prudential measures FMSA (Besluit prudentiële regels Wft) In the document it is set out how ABN AMRO complies with Article 134b of the Decree on prudential measures FMSA and Article 96 of CRD V.