?Corporate governance? is a complex construct that defines the way how a company is directed and controlled. The separation of ownership and control, and conflicts of interest build the basis for the academic thinking on corporate governance.This Masters thesis presents the developments in the field of corporate governance in the European area, including the efforts of the European Commission and the European Parliament to improve the corporate governance framework, and the relationship between corporate governance and the financial crisis. It describes in detail the conditions of intern corporate governance in Austria and the Netherlands. First, it gives a general background on the legal situation in both countries, the emergence of corporate governance codes, bodies dealing with this topic (code drafters, update systems), application of codes, and their content and structure (main objective, topic treated in the codes, level of detail, guidelines on the level of obligation). Then, it deals with the issue complex listing situations, and describes in detail the mains issues of the code: composition and functioning of boards and committees, remuneration of management board members, internal control, and statutory auditors. The thesis illustrates how corporate governance is embedded in the Austrian and Dutch institutional framework, and how they translated the Recommendations of the European Commission.In the end, it shows in which extent Austrian and Dutch companies apply to the rules. It therefore explains studies of La Porta, Lopez-de-Silanes, Shleifer, and Vishny (1998), Wójcik (2006), Heidrick & Struggles (2009), and the European Corporate Governance Institute ECGI (2009). It finds that Austria, compared internationally, shows a low quality of corporate governance whereas the assessment of the Dutch one is very good. Following, it points out some criticism on corporate governance codes in general.