VBDO advises: hold directors liable for sustainability policy

In 2009, SOMO will again be drawing up a company profile for ten Dutch stock-exchange listed companies. The Association of Investors for Sustainable Development (Vereniging van Beleggers voor Duurzame Ontwikkeling – VBDO) bases its voting advice for investors on this. A key point in the advice is the liability of directors for sustainable policy.

This voting advice focuses on various agenda points of the shareholders’ meetings, and since 2007 also on the agenda point ‘discharge of directors’. For this agenda point, the company asks its shareholders for approval of the policy implemented by the Board of Directors and the supervision implemented by the Supervisory Board. After approval, directors can no longer be held liable for the policy implemented, and are then discharged.

When there are serious abuses in economic, environmental and/or social areas the VBDO advises in many cases that no discharge be granted to the directors of companies which implement policies that can be directly associated with these abuses. In other words, directors of companies who are not implementing corporate social responsibility can be held liable for this.

In preparation for the 2009 shareholders meetings, SOMO and VBDO are jointly carrying out research into the CSR policy and practice of ten Dutch stock-exchange listed companies in 2008. SOMO has drawn up a profile for each of these companies.

The profiles will be published before the shareholders’ meetings, and can be downloaded here:

Company	Shareholders’ meeting
Philips	27 March 2009	Overview company	Voting Advice(opens in new window)
TNT	8 April 2009	Overview company	Voting Advice(opens in new window)
Aegon	22 April 2009	Overview company	Voting Advice(opens in new window)
Reed Elsevier	22 April 2009	Overview company	Voting Advice(opens in new window)
Heineken	23 April 2009	Overview company	Voting Advice(opens in new window)
Akzo Nobel	27 April 2009	Overview company	Voting Advice(opens in new window)
Ahold	28 April 2009	Overview company	Voting Advice(opens in new window)
Unilever	14 May 2009	Overview company	Voting Advice(opens in new window)
SBM Offshore	14 May 2009	Overview company	Voting Advice(opens in new window)
Shell	19 May 2009	Overview company	Voting Advice(opens in new window)