NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten and Frédérique van der Wegen, Stibbe
3. Directors and Officers 3.1 Board Structure Management Board
Listed Company The general meeting of a Dutch listed company holds an advisory vote on the remuneration report and adopts the remuneration policy for the management board and supervisory board every four years. The resolution to adopt the remuneration policy requires a 75% majority of the votes validly cast, unless the articles of association explicitly provide otherwise. 2.3 Decision-Making Processes Management Board The management board has collective responsibil - ity. If collegial governance is in place, it is possible to make a division of tasks, but responsibility for ful - filling a particular board task as part of board policy remains with the entire board. Each managing director has one vote. The articles may provide that a direc - tor has more than one vote, but one director cannot have more votes than the other directors collectively. Dutch law does not include quorum requirements, although the articles may provide otherwise. The management board adopts resolutions by simple majority of the votes validly cast, unless the articles provide otherwise. Meeting and decision-making rules can be included in the articles and elaborated on in board regulations. Resolutions outside a meeting are allowed if permitted by the articles. Supervisory Board The characteristics of collective responsibility and decision-making described above generally also apply to the supervisory board. Shareholders’ Meeting The general meeting of a BV/NV is led by a chair, who is responsible for the order of the meeting. Every shareholder has the right to attend, speak and vote, in person or by written proxy. A BV may have non-vot - ing shares; holders cannot vote but do have meeting rights. Managing directors and supervisory directors have an advisory vote.
Dutch corporate law requires each BV and NV to have a management board that is legally responsible for managing the company and its affiliated businesses. In carrying out their duties, members of the manage - ment board must act in the best interests of the com - pany and its business. Structure of two-tier board In addition to the management board, it is possible to have a supervisory board in place. Under the two- tier system, the company has both a management board and a supervisory board. The supervisory board supervises the policy of the management board and the general affairs of the company and advises the management board. Structure of one-tier board Alternatively, the company may adopt a one-tier sys - tem in which a single board comprises executive and non-executive directors. Executive directors are responsible for daily management. Non-executive directors oversee the executive directors and super - vise the general affairs of the company. All directors on a one-tier board collectively share responsibility for the overall direction and management of the company. Both members of a supervisory board and non-exec - utive directors on a one-tier board must be individu - als. A company that falls under the large company regime ( structuurregime ) is obliged to establish either a separate supervisory board or a one-tier board with Management Board – Collective Responsibility The management board is charged with the manage - ment of the company and its affiliated business. Spe - cific tasks may be attributed or delegated to an indi - vidual managing director or pursuant to the articles of association, but the management board remains collectively responsible for resolutions. The details of each director’s role depend on the size and nature of the company’s activities and are often set out in management board charters. non-executive directors. 3.2 Board Members
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