The Dutch Cultural Governance Code 2027

The Cultural Governance Code, in Dutch the Governance Code Cultuur, is the code for good governance and supervision in Dutch cultural organisations, published by Cultuur+Ondernemen. On 1 January 2027 the Governance Code Cultuur 2027 replaces the 2019 version. The code is self-regulation, but funds and public bodies ask in a grant application how you apply its principles.

For a theatre, festival, museum or film house that operates as a foundation, that means work on the regulations. Sometimes on the articles of association as well. When does a director have a conflict of interest, what does the supervisory board do when it clashes with the director, and who can a freelancer turn to with a report? The new code is sharper on those points than the old one.

Would you like to know what changes for your institution? Call 020 675 88 21 or send a message using the form at the bottom of this page.

What changes in the Cultural Governance Code 2027

The 2019 code was written for the supervisory board model. Foundations with a board and a separate management made do with a version adapted afterwards. There are now two versions of equal standing, one for each model.

Social safety appears in the code in so many words for the first time (recommendations 6.2 and 6.3). Staff now explicitly includes freelancers, interns and volunteers. The supervisory board sets an appropriate fee for its own members, where the old code spoke of a possible fee. When drawing up the profile for new supervisory board members, the board first consults the director. And the organisation strives for ecological sustainability.

The concept of a conflict of interest now follows the law (see below).

Accountability has been clarified too. In the annual report you explain how you have applied the principles, which recommendations you depart from and why, and what you have done to keep your governance up to standard (recommendation 2.3). A checklist of every recommendation is no longer needed.

Who the Cultural Governance Code applies to and how strictly

The code is meant for all cultural organisations, from a festival with two permanent staff to a museum with a hundred employees. You always apply the principles, and you explain how. You may depart from a recommendation if you give your reasons. The code calls this “apply and explain” for the principles and “apply or explain” for the recommendations.

Size matters. A few recommendations only apply to large organisations, with annual income above €2 million. Such organisations draw up a supervisory vision and a conflict procedure and have a supervisory board of at least five members instead of three.

In practice the code is far from optional. The Fonds voor Cultuurparticipatie, the Dutch fund for cultural participation, asks applicants that are legal entities to apply the Cultural Governance Code, the Fair Practice Code and the Code Diversity & Inclusion, and to explain in the application how they do so. Those are the three cultural codes that funders name together. For the Netherlands Film Production Incentive of the Film Fund you also declare that you apply them.

Conflicts of interest in a Dutch cultural foundation

In a small sector they come to the table quickly: the director with a production company of their own, the supervisory board member who works as a curator for another institution or the board member whose own work is on the programme.

Since the Dutch Management and Supervision of Legal Entities Act (WBTR) of 2021, the law sets out what happens then. A director with a direct or indirect personal interest that conflicts with the interest of the foundation does not take part in the deliberations and decision-making (article 2:291(6) of the Dutch Civil Code). If the board can no longer take a decision as a result, the supervisory board decides. If there is no supervisory board, the board takes the decision after all and records its reasons in writing, unless the articles of association provide otherwise.

The same duty to stand aside applies to supervisory board members. If the supervisory board can no longer take a decision as a result, it takes the decision after all and records its reasons in writing, unless the articles of association provide otherwise (article 2:292a(7)).

The 2019 code still distinguished between desirable and undesirable entanglement of interests. That caused confusion, and the Council for Culture, the Raad voor Cultuur, considered any entanglement of interests undesirable. The 2027 version speaks only of a (potential) conflict of interest, just like the law. So discuss every situation on the board and record it, even if nothing turns out to be wrong.

Updating the board regulations and the supervisory board regulations

Most of the changes land in the regulations. Take the board regulations. What does a director do who has a personal stake in a decision? And does a multi-year contract with a co-producer need to go past the supervisory board first? If that is not in there yet, now is the time.

The supervisory board regulations gain the point of contact for irregularities and the fee for its members. When the board recruits a new member, the director now has a say in the profile. Large institutions also record their supervisory vision there.

Update both sets of regulations before 1 January 2027. Your annual report for 2027 then matches what is on paper.

Large institutions need a conflict procedure between supervisory board and director

Under recommendation 4.9, institutions with annual income above €2 million draw up a procedure for a conflict between the supervisory board and the director. You do that while relations are good. Once the conflict is on the table, the procedure itself becomes something to fight over.

The procedure sets out who holds the first conversation, when an external mediator is brought in and who represents the foundation while the conflict lasts. Also record what happens if the supervisory board considers suspending the director. The supervisory board already has that power under the law, unless the articles of association say otherwise (article 2:292a(3)).

If the director is also employed by the foundation, a dismissal goes straight to the job. Since 2021 the court can no longer reinstate the employment contract of a dismissed foundation director (article 2:298a). The Dutch Employee Insurance Agency, the UWV, does not need to give permission for the termination (article 7:671(1)(e) of the Dutch Civil Code). Without a reasonable ground, though, the director can claim equitable compensation, in Dutch a billijke vergoeding.

For a smaller institution the procedure is not required, although a conflict can arise there just as easily.

Social safety and an external confidential adviser in cultural organisations

Under recommendation 6.2 the board draws up a code of conduct, with a social safety protocol. Recommendation 6.3 asks for more than the old code. Everyone in the organisation must be able to take a suspected wrongdoing to an external confidential adviser, in Dutch a vertrouwenspersoon, without risk to their own position. The code’s own reason is that cultural organisations are so small that an internal confidential adviser knows everyone involved in a report.

The supervisory board also appoints one of its own members as a point of contact for irregularities within the board or the supervisory board, and makes known who that is. In the annual report you set out what you have done for social safety.

A confidential adviser is not yet a legal requirement. A bill to that effect is before the Dutch Senate, with no date of entry into force. For a subsidised institution that changes little, because the code asks for one from 2027.

How Liaise supports cultural institutions on governance and supervision

We check your articles of association and regulations against the new code and set out where you need to make changes and where you can depart from it with reasons. We draft the conflict procedure and the arrangements for conflicts of interest. If things still go wrong on the board or between the board and the supervisory board, we act for you.

Liaise works every day for creators, producers and cultural institutions. We know the relationships in a sector where a supervisory board member can also be a co-producer.

Is your institution getting to work with the new code? Call 020 675 88 21 or send a message using the form below.