Towards Social and Ecological Corporate Governance:
A Theoretical Analysis of the Position of the Board in Dutch Corporate Law

DoIP Spotlight: Roy Heesakkers

In a new monthly interview series, the Dynamics of Inclusive Prosperity Initiative will turn the spotlights on their PhD candidates. Learn more about their research projects, their link with inclusive prosperity and long term goals. This second edition features Roy Heesakkers who is trying to provide the boards of listed corporations with legal direction on how to include social and ecological issues in their strategies.

What is your research about?

My research considers how boards of Dutch listed corporations should include social and ecological interests in their strategy and policy making. Corporations – both Dutch and abroad – are increasingly expected to solve social and ecological issues, for example by committing to the SDGs. While corporate boards step up to accept these new societal demands, Dutch corporate law remains unclear with regard to their exact responsibility, autonomy and accountability for including such issues in their strategies. My research aims to fill these legal gaps by approaching their underlying points of discussion from three theoretical perspectives in Dutch corporate legal theory. Ultimately, the research aims to develop and suggest a comprehensive, inclusive corporate governance framework that is able to provide boards with clear legal direction on how to include social and ecological issues in their strategies.

How are you progressing so far and what are your main findings?

So far, I have established the current standing of Dutch corporate law with regard to social and ecological issues, identifying 28 potential legal gaps that merit further theoretical research. For example, does an explicit commitment to a social purpose (e.g. Philips’ commitment to SDGs 3 and 12) alter the legal responsibility of the board to serve such purpose? In order to fill such legal gaps, I have categorized them according to three underlying research questions, regarding (i) the relationship of the corporation with its social and ecological environment, (ii) the boundaries of the corporation and (iii) the legitimacy and accountability of its board to deal with social and ecological interests. The above example fits with the third research question. Currently, I am attempting to answer each of these questions from three historical, dissenting perspectives on what the corporation essentially is: viewing the corporation either as a partnership, as an institution or as an (eco)system. My hope is that by comparing how each of these theoretical perspectives approaches social and ecological dimensions of corporate governance, we can establish a synthesis for a more social and ecological corporate governance framework that leaves no legal gaps for practitioners.

In what way is your research project contributing to inclusive prosperity?

For me, the concept of inclusive prosperity addresses the need to include the prosperity and wellbeing of our (global) society and our natural environment into our economies. As such, I believe a principal issue that needs to be solved is how to include social and ecological considerations into the market ethic of growth and profit. I further believe that corporate law provides an important avenue to achieve such inclusion, as corporate law defines the internal logic according to which corporations behave. Leaving from these basic assertions, I use my research project to find ways in which reform of corporate law can help to achieve social, ecological and economic prosperity.

What is the added value in doing your PhD at the Dynamics of Inclusive Prosperity Initiative?

The inclusion of social and ecological interests in Dutch corporate law is difficult, partly because I believe that such inclusion challenges multiple, often hidden, theoretical assumptions. Hence, the debate within Dutch corporate law could benefit much from the analytical and theoretical insights that have been established in other disciplines, particularly management theory and philosophy of economics. As such, the Dynamics of Inclusive Prosperity Initiative enables me to collaborate closely with relevant experts at RSM and ESPhil and benefit from their expertise. For example, the Initiative has enabled me to receive detailed philosophical supervision from ESPhil and to take courses in organization theory at RSM. Additionally, by sharing issues in corporate law with my colleagues at the Initiative I hope to enable them to share their research insights with an otherwise potentially overlooked audience. For example, my colleague Emilio Marti at RSM and I (with help from my supervisor Maarten Verbrugh) have used the findings of his management research on activist hedge funds to contribute to the public debate on a draft bill regarding activist shareholders in Dutch corporate law.

What are your ambitions for the future?

My ultimate ambition is to help achieve the corporate governance reform that is necessary for the transition of our economy towards a more sustainable, ecological and socially responsible future. I believe reform in (Dutch) corporate law should be considered as part of the broader package of policy reforms to deal with climate change, social inequality, digital monopolies and other pressing issues of our times. As such, my audacious hope is that essential corporate legal reform becomes part of policy initiatives such as the European Green Deal or closer to home through the Dutch Corporate Governance Code. I strive to use my doctoral research as a theoretical stepping stone to contribute specific policy recommendations to the broader public debate regarding such reforms.

PhD student
More information

Supervisors: Prof. Maarten Verbrugh (ESL) & Dr. Conrad Heilmann (ESPhil & DoIP)
Co-supervisors: Prof. Kid Schwarz (ESL) & Prof. Evert Stamhuis (ESL & DoIP)

Starting date of PhD: September 2018
Expected end date: September 2022