- The Corporate Governance Foundation was founded by notarial deed at 19 March 2009. The foundation is registered in the foundation-register of the Chamber of Commerce with number 30257050 in the Netherlands.
- The foundation has set correct corporate governance and transparency within society as its objective.
- The foundation tries to accomplish this goal by:
- The realization and maintaining of one or more registers in which both legal- and natural entities can be registered who meet with the criteria mentioned under b.;
- The establishment, if needed revise or complete, of criteria which determine the basis for registration in the register.
- the on demand testing of data provided by applicants with the criteria mentioned under b.;
- the on the basis of the under c. mentioned testing, to be determined conditions, providing of permission for the use of a designation determined by the foundation
- The providing of data from a register to interested parties.
- The authority of the board of directors to determine, respectively, change, the regulations stems from article 10 from the by-laws of the foundation.
2.1 These regulations aim at providing further rules in respect of the previously noted regulations.
2.2 The Corporate Governance registers are meant to provide society with a register in the area of corporate governance, with which qualified companies are able to register, and which can be consulted by anyone willing to.
For the application of these regulations, the following definitions apply:
- The foundation: The Corporate Governance Foundation
- The by-laws: the by-laws as determined for the first time in the notarial act of 19 March 2009, and as modified afterwards;
- The Board of Directors: the board of the foundation;
- The regulations: the subject of the regulations;
- The register: the subject of the Corporate Governance Register (‘SASregister’)
- The registered: the natural- and legal entities who have been admitted to the register;
- The applicant: the natural- and legal entities who have expressed the wish of admittance to the register.
- The application: the written expression of request for admittance to the register by the applicant;
- The application form: the by the foundation provided form for the purpose of making a request for admittance into the Register;
- The Commission: The Commission appointed, whether ad hoc or not, by the board of directors, which when asked advises the board and handles appeals. Members of the board are not part of the commission.
Admitted to the Corporate Governance registers are those legal entities who meet with the criteria as noted in the regulations, and who the foundation have made available to a request of admittance in accordance with the regulations.
5. Application for admittance
5.1 The request for admittance must be performed by the applicant itself and is comprised of:
- Submission of the completely filled in application form;
- Submission of proof from which can be determined that the applicant is in possession of an accepted certification
- A signed statement by the applicant, in accordance with the model as provided by the foundation, in which the applicant states that he or she will follow the obligations as stipulated within these regulations.
- An extract from the register of the Chamber of Commerce, no longer than a month old, from which can be determined that the applicant has fulfilled his first due to the register.
5.2 The applicant has to present the documents as mentioned under article 5 section 1 to the secretariat of the foundation.
5.3 The register due has to be fulfilled with the treasurer of the foundation.
5.4 An application which does not meet the criteria as noted in this article, is incomplete, or is discovered to be erroneous in one or more parts, will not be submitted to the board.
5.5 In case of the situation as mentioned under article 5.4 the applicant will be notified in writing that he has the opportunity to complete and/or improve the information and resubmit this within a term of 30 days after the date noted in the written notification.
5.6 When, after completion and/or improvement, the provided information still does not meet the criteria as specified in this article/or is incomplete, the application will be deemed inadmissible. The applicant will be informed of this, and retains the right to complete his application. In this case the foundation can charge extra costs.
5.7 In the case of the deliberate providing of false data the board will decide the application to be inadmissible. The applicant and the Committee will be notified of this in writing. The applicant can file an appeal to this decision with the secretary of the foundation within 14 days of the date noted on the written notification. The appeal will be handled by the Committee. If the Committee rejects the appeal, no application of the applicant will be taken into consideration for the next 10 years, starting from the date of the decision by the Committee.
5.8 When an application is made by an applicant for who has been proven, respectively, is proved, to have used the quality mark unjustly, then that application will not be treated for a period of 3 years, starting from date the Corporate Governance Foundation received the application. In this case, articles 5.7 and 7.9 will apply.
6. Acceptance of the certificate
6.1 The board determines, if needed on demand, if a certificate is acceptable within the framework of these regulations.
7. Decision of admittance or rejection
7.1 The board decides on the basis of the information provided by the applicant, and other possibly available information, on the admittance of the applicant into the register, or the rejection of the applicant.
7.2 The applicant will be notified in writing of the decision of the board. A rejection will be motivated with reasons.
7.3 In case of rejection by the board, the applicant can appeal in writing for two months after the date noted in the written notification of rejection.
7.4 The appeal must be sent by registered mail, and be directed at the secretariat of the foundation.
7.5 The appeal will be handled by the Committee.
7.6 The Committee will give judgement within three months after receiving the appeal.
7.7 The applicant will be notified in writing of the decision of the Committee.
7.8 With the filing of the appeal, the applicant will agree by default to the acceptance of the judgement of the Committee, and refrain from any further action, legal or otherwise.
7.9 After the decision of the board to admit the applicant to the register, the secretary will commence with the registration.
8.0 Length of registration
8.1 The registration lasts for the duration of one year
8.2 After the duration of one year, the board can decide to revise the registration. When the board does not decide to revise the registration, it will be automatically and silently extended for one year.
8.3 After review and agreement in regard to the documents noted under article 9.3, the registration will be automatically and silently extended for one year.
8.4 When one or more of the documents mentioned in paragraph 12, is not, not in time or incompletely, reported, chapter 7 of the appeal process will be applicable.
9. Termination or suspension of registration
9.1 The registered party can at all times request the termination of the registration
9.2 The board can make the decision to terminate or suspend a registration when the registered party, in the eyes of the board, damages, or is threatening to damage, the interests of the foundation, or when such circumstances arise which can be damaging to the interests of the foundation. Chapter 7 of the appeal process will then come into effect.
9.3 When afterwards it becomes clear that a registration or extension of registration was based, or was based in part, on apparently deliberately erroneous information, the board will make the decision to terminate the registration. Under these circumstances, the procedure as noted under article 5.8 will then come into effect.
9.4 The registered party is obligated to report such a change to the foundation.
9.5 When it becomes apparent that the registered party has used the proof of registration before the date of registration without permission from the board, the registration will be suspend for a period of three years. Under these circumstances, the in article 5.7 noted will then come into effect.
10 The registered party’s rights
10.1 The registered party has the right to a written proof of registration into the register.
10.2 The registered party has, during the period in which he is entered into the register, the right to use this proof of registration. Here, the noted rules in the Regulations concerning the use and supervision of the SAS 70 type II certificate, apply.
10.3 The registered party has the right to desire from the foundation that proof of registration is made available to third parties.
10.4 The registered party has, when asked, and without cost, the right to a complete list of registered parties within the register. A written request for the list must be sent to the secretary.
10.5 Under no circumstances can any of the rights mentioned here be transferred to a third party.
11 The registered party’s obligations
11.1 The registered party is obligated to report any changes in the information provided by him to the foundation, for the purpose of keeping the register up to date.
11.2 The registered party is obligated to make appropriate use of the rights noted in chapter 1.1 and the Regulations in regard to the use and supervision of the registration and refrain from taking any action which could damage the interests of the foundation or any of interests pursued by the foundation as noted in the by-laws.
11.3 The registered is obligated to report to the foundation any knowledge or suspicion of the use of registration given by the Corporate Governance Foundation by a non-registered party.
12 Distribution of data from the register
12.1 The foundation has the right to provide third parties with the following data concerning the registered party: Company name, place of business, telephone number, telefax numbers, e-mail address and date of registration.
12.2 Restriction on the distribution of data from the register is possible on request of the registered party.
12.3 Distribution of data from the register is noted by the foundation. When requested, a registered party can be informed as to whom the data was distributed.
12.4 In the list noted under article 10.4, the following data concerning registered parties are noted: Last name, First name, address, zip code, place of residence and e-mail address, provided the registered party has not requested a restriction on the distribution of this data.
13 Final stipulations
13.1 The foundation can revise these Regulations at any time, without having to inform the registered parties.
13.2 Registered parties have no right for compensation of any kind concerning damages which have occurred, or will occur, as a result of a decision to revise these regulations.
13.3 The board decides on all matters in regard of the register which are not covered by these Regulations. Appeal against such a decision is not possible.
13.4 These regulations were established in accordance with article 10 of the by-laws by the board on 10 December 2009 and are entered into force immediately.
The Board of Directors of the Corporate Governance Foundation.