Corporate governance

As a large public company with an important role in Dutch society, Alliander values effective and responsible management and supervision, and transparent governance. Alliander therefore voluntarily applies the principles of the Dutch Corporate Governance Code.  

Shareholders and legal structure

The Alliander group is made up of various companies, including Liander, Qirion, Alliander Telecom, TReNT and Firan. Alliander N.V. (hereinafter: Alliander) stands at the head of the Alliander group of entities. Alliander is a statutory two-tier company and applies the full two-tier regime. Alliander has a two-tier management structure, with a Management Board and a Supervisory Board. The Management Board controls the company in its day-to-day operations; the Supervisory Board oversees the Management Board and its management of the company’s business. Each board operates independently of the other and each is accountable for the performance of its duties to the General Meeting of Shareholders (AGM). All of Alliander’s shares are held by Dutch provincial and municipal authorities.  

Governance structure

Alliander’s corporate governance is determined by the legal provisions regarding company law, including the two-tier regime, Alliander’s articles of association and various internal regulations and guidelines. The Dutch Gas Act and the Dutch Electricity Act 1998 also contain provisions that influence the governance of Alliander. In addition, the Dutch Corporate Governance Code and the by-laws of the Management Board, the Supervisory Board and its committees are also important. The articles of association, various regulations and other documentation can be found in the corporate governance section of Alliander’s website. The Management Board and the Supervisory Board are jointly responsible for Alliander’s corporate governance.

Dutch Corporate Governance Code 

The Dutch Corporate Governance Code (hereinafter: the Code) contains principles and best-practice provisions governing the relationship between the Management Board, the Supervisory Board and the shareholders/General Meeting. The principles and provisions are aimed at detailing responsibilities for sustainable long-term value creation, risk management, effective management and supervision, remuneration and relationships with the shareholders/General Meeting and with other stakeholders. The law stipulates that the Code applies to companies whose shares or depositary receipts issued for shares are listed on the stock exchange. Even though the company’s shares are not listed, Alliander applies the Code voluntarily where possible and if relevant. The Code is applied at the level of Alliander N.V. as a holding company.

The updated Code was published on 20 December 2022, with a greater focus on sustainability, diversity and inclusion. It entered into force for the 2023 financial year and is an updated version of the Code from 2016. In line with this, our report for the 2023 financial year is the first one based on the updated Code. Where required, the by-laws of the Management Board, the Supervisory Board, the Audit Committee and the Selection, Appointment and Remuneration Committee and other internal regulations and procedures were modified in 2023 to comply with the updated Code. This did not result in any substantial changes to Alliander’s corporate governance structure.  

Where applicable to us, we comply almost fully with the principles and best practice provisions of the Code. A number of principles and best practices in the Code do not apply to Alliander, for example, because we use a two-tier regime and the Management Board does not have an executive committee. In addition to this, shares in Alliander are held by local and regional government bodies rather than being listed on a stock exchange. The principles and best practice provisions relating to remuneration in shares or options, issuing depositary receipts for shares and institutional investors do not apply. The ‘comply or explain’ summary can be found in the corporate governance section of Alliander’s website and should be read in conjunction with this section of the annual report. It is considered to be part of this report by reference.

Main aspects of corporate governance

Management Board

The Management Board is responsible for Alliander’s management, continuity and sustainable long-term value creation, and has developed a vision on sustainable long-term value creation and formulated a suitable strategy. The Management Board takes into account the effects of Alliander’s actions in the field of sustainability, including their effects on people and the environment, balancing the interests of stakeholders that are important in this regard. The Management Board also monitors the design and effectiveness of the internal risk management and control systems, and performs annual systematic assessments of their design and effectiveness. In addition, the Management Board is responsible for compliance with all relevant legislation and regulations, creating a culture aimed at sustainable long-term value creation, risk identification and management, and financing of the company. In addition to their collective responsibility for the management of the company, individual members of the Management Board are assigned specific tasks and responsibilities. The division of tasks has been approved by the Supervisory Board. The Management Board as a whole and each of the Management Board members have the authority to represent Alliander.
Given that Alliander is a two-tier company, the Supervisory Board appoints the Management Board members. Members of the Management Board are appointed for an indefinite period of time. The Management Board aims to have a mixed composition regarding aspects such as background, knowledge and experience, gender and age. Management Board members can be suspended or dismissed by the Supervisory Board once the AGM has been heard on the intended dismissal.

Supervisory Board

The Supervisory Board’s tasks include supervising the Management Board’s policy, the general course of business at Alliander and the way in which the Management Board implements the strategy for sustainable long-term value creation. In addition, the Supervisory Board supports the Management Board in an advisory role. The Supervisory Board acts as the employer of the Management Board. The Supervisory Board of Alliander is also the Supervisory Board of Liander N.V., the network operator within the Alliander group. The Supervisory Board primarily focuses on Alliander’s interests in the performance of its task, and in so doing, takes into account the effects of Alliander’s actions and those of its group companies on people and the environment, balancing the interests of stakeholders that are important in this regard. In addition, the Supervisory Board focuses on the effectiveness of the internal risk management and control systems, and on the integrity and quality of Alliander’s financial and sustainability reporting. The Supervisory Board is fully responsible for the performance of its duties.

The members of the Supervisory Board are appointed by the AGM after nomination by the Supervisory Board. Nominations are made based on the profile drawn up by the Supervisory Board, taking into account the Supervisory Board’s diversity policy. The Supervisory Board aims to have a mixed composition regarding aspects such as background, knowledge and experience, gender and age. The Works Council and the shareholders have a priority right of recommendation with respect to one third of the number of supervisory directors. Members of the Supervisory Board can be appointed for a maximum period of four years and can then be reappointed for a new four-year period. After two four-year terms, a member of the Supervisory Board can be reappointed for a new two-year period, which can then be extended by another two years. This means that a member of the Supervisory Board can remain for a maximum period of 12 years. Before reappointing a member, the way in which they fulfilled their duties over the previous period is taken into account and they are only reappointed after careful consideration. The members of the Supervisory Board step down in accordance with the retirement schedule established by the Supervisory Board. The Supervisory Board may suspend its members. A supervisory director can only be dismissed by the Enterprise Division of the Amsterdam Court of Appeal. The General Meeting of Shareholders may also withdraw its confidence in the Supervisory Board. Any such resolution will result in the immediate dismissal of the Supervisory Board members. 

Supervisory Board Committees

Due to the volume, diversity and complexity of the topics to be dealt with, the Supervisory Board has two permanent committees: an Audit Committee and a combined Selection, Appointment and Remuneration Committee (hereinafter: the SAR Committee). The committees meet independently, advise the Supervisory Board and prepare the decision-making process in the Supervisory Board. The committees report during the Supervisory Board meetings. As such, the committees help the Supervisory Board to make decisions effectively. The Supervisory Board remains collectively responsible for the decisions prepared by a committee. 

The Audit Committee advises the Supervisory Board and prepares materials to help the Supervisory Board in its decision-making on areas within its supervisory scope, such as the integrity and quality of financial and sustainability reporting, the tax policy and group financing, (assessments of) the effectiveness of the design and operation of internal risk management and control systems, and reports by the internal audit function and the external auditor.

The SAR Committee prepares materials to help the Supervisory Board in its decision-making on matters such as the selection criteria and appointment procedures for Supervisory Board and Management Board members, the performance of the Supervisory Board and Management Board members, and the remuneration policy for the Management Board and the Supervisory Board. The committee also works on diversity and inclusion, as well as succession planning and HR-related matters. This committee also prepares the annual Remuneration Report. 


The AGM is the body in which the shareholders exercise their rights to control Alliander. Alliander’s shareholders are four Dutch provincial authorities and 70 Dutch municipalities. Alliander calls an AGM within six months of the end of each financial year at which all decisions are taken on the basis of the ‘one share, one vote’ principle. During the annual AGM, the shareholders discuss the annual report, adopt the financial statements and dividend, and grant discharge from liability to the members of the Management Board and Supervisory Board. The AGM also appoints the members of the Supervisory Board. Important company-related topics and key strategic decisions are also discussed and must be submitted to the AGM in accordance with the law and articles of association. Additional meetings can be held if deemed necessary by the Supervisory Board or the Management Board. The Management Board and Supervisory Board set the AGM’s agenda. Shareholders can also convene meetings and/or put items on the agenda, The options for this are stated in the law and the articles of association. Alliander has formulated a general policy regarding (bilateral) contact with shareholders, describing the various forms of consultation with the shareholders outside of the context of formal shareholder meetings. Certain powers of the AGM are assigned to the Committee of Shareholders. These include powers regarding recommendation, appointment and dismissal of Supervisory Board members and regarding appointment and dismissal of Management Board members. Furthermore, periodic informal consultations are held between the Management Board and the major shareholders through the Sounding Board Group (official forum) and the Meeting of Major Shareholders (administrative forum).

Internal audit function

The Internal Audit department is responsible for the internal audit function within Alliander. Internal Audit has an independent, objective role in supporting Alliander in achieving its corporate objectives. The department provides detailed information, advice and additional assurance on the degree of effectiveness of the risk management, control and governance processes. 
Every year, Internal Audit draws up an Internal Annual Audit Plan (work plan) based on risk analyses and the audit findings after consultations with the Management Board, the Audit Committee and the external auditor. This plan describes the proposed audit engagements for the coming year. The Internal Annual Audit Plan is submitted to the Management Board for approval and then to the Supervisory Board. Internal Audit reports periodically to senior management, the Management Board and the Audit Committee on audit-related matters, such as the implementation of the Internal Annual Audit Plan, significant findings and failures to implement recommendations. Internal Audit also informs the external auditor about this. Internal Audit is the responsibility of the chair of the Management Board and the Internal Audit manager has direct contact with the Audit Committee and the external auditor, and attends Audit Committee meetings. Each year, the Management Board assesses the way in which the internal audit function carries out its task, after consultation with the Audit Committee. The performance of the internal audit function is reviewed at least once every five years by an independent third party.

External auditor

The AGM appoints the external auditor, as nominated by the Supervisory Board. Among other tasks, the external auditor prepares the audit report and management letter and issues the audit opinion regarding the financial statements. The external auditor reports to the Supervisory Board and the Management Board on the investigations that have been carried out. 
The Audit Committee reports annually to the Supervisory Board on the performance of, and relationship with, the external auditor. The Management Board gives the Audit Committee, and by extension the Supervisory Board, an opportunity to examine the most important points of discussion arising between the external auditor and the Management Board based on the draft management letter or the draft auditor’s report. 
The external auditor attends the meetings of the Audit Committee, unless the Audit Committee decides otherwise. The external auditor attends at least that part of the meeting of the Supervisory Board in which the external auditor’s report on the audit of the financial statements is discussed. The auditor also attends the part of the meeting of the Supervisory Board in which the six-monthly figures are discussed. Furthermore, the external auditor attends the annual AGM to answer any questions the shareholders may have regarding the auditor’s opinion on the truth and fairness of the financial statements. 
Deloitte Accountants B.V. has been Alliander’s external auditor since the 2016 financial year. The audit of the 2023 financial year will be the last before the contract with Deloitte ends. A European tender procedure for a new auditor was concluded in July 2023. On the advice of the Audit Committee, the Supervisory Board decided to appoint PricewaterhouseCoopers Accountants N.V. as Alliander’s new external auditor as of the 2024 financial year. The Supervisory Board decided this based on the mandate granted during the AGM of 19 April 2023.

Employee participation 

The employee participation system within Alliander represents our employees. Alliander has a single Works Council at the level of Alliander N.V. The Works Council is elected directly by the employees and is involved in the policy regarding the company and its employees. The chair of Alliander’s Management Board acts as the Works Council’s discussion partner. The Works Council receives input from the business unit committees. The business unit committees are the discussion partners of the business unit managers. There are permanent committees as well, each of which covers a focus area, such as finance, HR, communication and safety and the environment. In principle, the Works Council has monthly consultation meetings with the chair of the Management Board. The HRM Director is also present during these. Members of the Supervisory Board attend consultation meetings twice a year.


We not only maintain a close relationship with our customers and employees, but also with a large network of other key stakeholders, like suppliers, contractors, shareholders and investors, public authorities, politicians, regulators and industry associations. We are in permanent contact with almost all of these stakeholders regarding various topics and at various levels of the organisation. They are a key link in the chain that helps to achieve our sustainable long-term value strategy. We greatly value a stable balance between the interests of all of our stakeholders.

Other regulators

External organisations supervise Liander in its capacity as a network operator active in a regulated environment. They supervise such aspects as compliance with specific legislation and regulations.

Other focus areas 

Corporate governance covers a wide range of topics. The following provides more information about a few of the other focus areas.

Risk management and control

Risk management is the deliberate handling of uncertainties that can have a negative impact on the achievement of the strategy as adopted by the Management Board. An effective risk management and internal control system is therefore important. The risk management and internal control system is updated in line with internal and external developments. We apply the ‘three lines’ model for risk management purposes. Each line of defence has its own responsibility in the management and control process: 

  • The first line is responsible for identifying, managing and monitoring the risks within its processes and for an effective risk management and control system.

  • The second line supports, advises, coordinates and sets frameworks to ensure that the management genuinely takes responsibility. This line therefore provides additional assurance within Alliander.

  • The third line provides additional assurance about the question whether the first and second lines can jointly manage the risks, so that the organisational objectives are achieved. The third line gives an objective and independent opinion on this matter, including suggestions for possible improvements. The third line operates objectively and independently from all other parts of the organisation.

In addition, various other measures are in place to manage our risks, such as the Planning & Control Cycle, the Risk Management Framework, the Business Control Framework, the Quarterly In Control Update and the Alliander Accounting Manual. These controls are discussed in other parts of this report. Management responsibility for supervising the quality of the management of our top risks also consists of three layers. 

  • The Alliander Resilience Committee has the CFO as chair, issues recommendations to the Management Board on privacy and security, compliance, risk acceptance, risk profile, external risk reporting requirements, exceptions of a temporary nature or events that diverge from the applicable risk policy and risk acceptance guidelines. The Committee also discusses risk reports and monitors and advises on the follow-up actions arising from the internal and external audits. Finally, it also promotes the embedding of risk management and internal control processes within the organisational units and supply chains of Alliander.

  • The Management Board plays a proactive role in managing attitudes and behaviours regarding risk management and internal control. Every six months, the portfolio of top risks is discussed by the Management Board and the discussion of specific risks is frequently on the agenda. If necessary, the Management Board initiates the implementation of additional measures. Moreover, the Management Board monitors the risk management and control system, which it regularly tests against the expectations of, and developments at, our key stakeholders. The principal risks are set out in this annual report under Risks.

  • The Supervisory Board supervises the design and effectiveness of the risk management and control system. The portfolio of principal risks is discussed in the Audit Committee every six months. The full Supervisory Board receives a summary thereof. The Management Board provides an explanation of the risk report, which the Audit Committee takes on board in its supervision. Proposed adjustments to the risk management policy are put to the Audit Committee before being introduced.


It is important to us that all our stakeholders have confidence in our organisation and that there is a safe working atmosphere for everyone at Alliander. We attach great importance to integrity and having an open, honest culture. This reduces the chance of abuses and irregularities. Alliander has various integrity-related regulations in place internally.

Codes of conduct

Alliander’s aim is to be a (socially) safe organisation with a (socially) safe working environment. An organisation where all employees act in the interests of the organisation and society, and where they can feel at ease and be themselves. This means doing the right things (in line with our strategy) in the right way (according to our values), using our code of conduct as the basis for this. Among other things, the code of conduct sets out how we deal with each other, company and personal interests, business assets, health and safety, and the environment. In this way, we protect customers, associates and the reputation of Alliander, and jointly safeguard a pleasant and safe working environment. If the code of conduct is violated, this will be dealt with fairly, but may lead to disciplinary measures, varying from an (official) warning to termination of employment, depending on the seriousness of the case. Our employees are often the first ones to identify possible misconduct. In order to identify and address possible misconduct at an early stage, we have a ‘Spreek je uit’ (Speak up) policy in place, describing where and how employees can report inappropriate behaviour. There are various schemes for this, such as the regulation on reporting suspected misconduct, the complaints procedure for inappropriate behaviour and the general regulation on complaints. 

The Management Board monitors the effectiveness of, and compliance with, the Alliander Code of Conduct. Every six months, the Management Board informs the Supervisory Board via the Audit Committee of its findings and observations in relation to the effectiveness and compliance. These reports are based on investigations into suspected violations of the Alliander Code of Conduct. The Internal Audit department acts as a fraud disclosure desk. Specialists are available here to investigate any reported situations. One officer of the Fraud Disclosure Desk is a member of the association of certified fraud examiners (ACFE) with a continuing professional education obligation. The Fraud Disclosure Desk completed 32 investigations into fraud and incident reports in the year under review. This prompted the management involved to impose measures or sanctions in 15 cases, including terminating the employment contract by means of a settlement agreement. Apart from reports of fraud and incidents, there were 28 cases in which managers decided to impose sanctions varying from an official warning to a settlement agreement. These cases ranged from attitude issues and behaviour (including transgressive behaviour) to issues around an employee’s performance. Every new employee is given the Code of Conduct upon joining the company; this includes directors and agency employees. In addition, employees take a mandatory e-learning course dealing with subjects relating to the Code of Conduct. The e-learning course helps employees to become even more conscious of integrity requirements and challenges. Integrity issues and ways of dealing with dilemmas in this field are also discussed in team meetings. Aspects covered include a safe working environment, anti-corruption measures, prevention of conflicts of interest, dealing with gifts, and handling confidential information. Articles and/or blogs from managers and directors focusing on integrity risks are also regularly published on the intranet. 

In carrying out our business activities, we want to ensure that we comply with all applicable laws, rules and regulations, and we constantly strive to improve our social and environmental performance throughout the value chain. Ethical and honest business practices are our guiding principle when purchasing products and services. We have a dedicated code of conduct specifying what we require from suppliers and other parties, the Alliander Supplier Code of Conduct. This Code of Conduct covers matters like the ban on child labour and the use of forced labour, non-discrimination, and requirements regarding safety, environmental protection, and working conditions. Alliander expects suppliers to comply with this Code of Conduct in their own business operations and in their dealings with their own suppliers upstream. Non-compliance with the Code of Conduct can lead to the imposition of sanctions such as termination of the contract or temporary suspension of work with or without notice of default. 

Handling complaints

The Complaints Procedure for Inappropriate Behaviour, the Regulation on Reporting Suspected Misconduct, and a Whistleblower Policy are in place so that employees can report suspected misconduct safely and in a structured way. In addition, the regulation on complaints related to employment conditions – previously applicable only to reorganisations – is available as a procedure for objecting to all decisions relating to employment conditions. Employees can also raise concerns in confidence with nominated officers within Alliander. Two confidential advisers ended their roles in 2023 due to employee turnover and for other reasons. By the end of 2023, the number of people employees can contact if they are a victim of inappropriate behaviour, such as discrimination, sexual harassment, bullying, aggression and violence, had therefore been reduced to four. We are currently looking to fill the vacancies for confidential advisers to get the number of confidential advisers back to six. In 2023, the confidential advisers received 83 reports from employees.

The Whistleblower Policy encourages employees to report every complaint or inappropriate situation within the organisation. They can do so internally to their manager, the Fraud Disclosure Desk or the nominated officer for the Whistleblower Policy. Incidents can also be reported (anonymously) to an external party under the protection of the Whistleblower Policy. Once every six months, the nominated officer for Whistleblower Policy provides the Management Board and the Audit Committee of the Supervisory Board with a list of whistleblowing reports received and the actions taken in response to these reports. All actual and suspected abuses and irregularities are immediately reported to the chair of the Supervisory Board.

Guideline for the Prevention of Market Abuse

Although Alliander’s shares are not listed on the stock exchanges, the company has issued listed bond loans. These bonds are listed on the Amsterdam stock exchange. Consequently, Alliander adheres to the Guideline for the Prevention of Market Abuse. This guideline draws on the Alliander Code of Conduct and the European Market Abuse Regulation. The aim of the Guideline is to make it clear that employees are not permitted to share inside knowledge or use inside knowledge to conduct personal trading transactions in Alliander’s financial instruments. The Guideline describes the rules of conduct. This Guideline is also applicable to the members of the Management Board and the Supervisory Board. Alliander was not involved in any legal disputes or court rulings on market abuse in 2023. 
The by-laws of the Management Board and the Supervisory Board stipulate that members of the Management Board and the Supervisory Board must adhere to disclosure and insider trading requirements that apply pursuant to the law or stock-exchange regulations with regard to the ownership of or transactions in securities in listed companies. 

Privacy and security

We are responsible for protecting our systems against hackers and information security incidents (security) and for dealing appropriately with the personal data of our customers and our employees (privacy). The Corporate Privacy Officer (CPO) is the central point of contact in our organisation for privacy matters. In line with the General Data Protection Regulation (GDPR), a Data Protection Officer has been appointed to monitor compliance with the GDPR in matters relating to personal data. Each organisational unit has its own Privacy Officers, who report to the CPO on privacy matters. The Chief Information Security Officer (CISO) is the central point of contact for security matters. The security experts work in the CISO Office, which is headed by the CISO. The CISO Office performs first-line and second-line security work; first-line activities focus on the security of the organisational units and the second-line activities focus on the digital resilience of the entire Alliander organisation.