NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten and Frédérique van der Wegen, Stibbe
to avoid conflicts of interest. Therefore, high standards of transparency and accountability are expected from Dutch listed companies. 3.6 Legal Duties of Directors/Officers The entire management board of the company is col - lectively responsible for the policy, strategy and day- to-day management of the company. This includes managing the company subject to any limitations in the articles, keeping proper books and records, preparing financial reports and publishing annual accounts in time, and exercising management, finan - cial and legal control. In the performance of their duties, directors of all boards must be guided by the best interests of the company and the business affiliated with it. This is generally determined primarily by promoting the con - tinued success of this business ( bestendig succes van de onderneming ). The Dutch Supreme Court added that directors should also, partly based on reason - ableness and fairness, exercise due care regarding the interests of all those involved in the company and its business and ensure that this does not unduly or disproportionately harm those interests. Directors should also ensure that legal and statutory norms, and norms arising in part from reasonableness and fairness, including procedural norms necessary for proper decision-making, are properly observed. This implies taking into account the interests of stakehold - ers, including shareholders, employees and creditors. Companies, corporate bodies and directors must act towards each other in accordance with reasonable - ness and fairness. 3.7 Responsibility/Accountability of Directors As mentioned in 3.6 Legal Duties of Directors/Offic - ers , all management and supervisory directors must act in the interest of the company and the business affiliated with it. The interest of the company is gen - erally determined primarily by promoting the contin - ued success of this business ( bestendig succes van de onderneming ). The Dutch Supreme Court added that directors should also, partly based on reasona - bleness and fairness, exercise due care with regard to the interests of all those involved in the company and its business. The management board of a BV/ NV is accountable internally for the fulfilment of its
duties towards the general meeting, the supervisory board and the works council. It must prepare annual accounts and a management report and provide the general meeting with requested information unless this would be contrary to an overriding interest of the company. Milieudefensie/Shell Case The District Court of The Hague ruled on 26 May 2021 that Royal Dutch Shell (RDS) owed an unwrit - ten standard of care to Dutch residents to reduce CO₂ emissions of the Shell group’s activities by net 45% by the end of 2030, relative to 2019. On 12 November 2024, the Court of Appeal of The Hague overruled that judgment. Although both courts agree that protection against dangerous climate change is rooted in human rights, the Court of Appeal held that a specific numerical reduction obligation cannot be imposed on RDS based solely on an unwritten stand - ard of care. Milieudefensie has lodged an appeal with the Supreme Court. On 13 May 2025, Milieudefensie announced that it intends to launch a second climate lawsuit against RDS, demanding that RDS cease developing new oil and gas fields. As at April 2026, no final Supreme Court judgment appears to have been rendered. Dutch Companies Within Scope of the CG Code According to the CG Code, the management board must pay attention to stakeholder interests when developing a view on sustainable long-term value creation and formulating the corresponding strategy. Stakeholders include groups and individuals that influ - ence, or are or may be influenced by, the attainment of the company’s objectives. 3.8 Breach of Directors’ Duties Managing directors of a BV or NV are generally not liable for the obligations of the company they man - age. They must, however, properly perform their duties towards the company. Directors are jointly and severally liable for damage suffered if the manage - ment board performs its duties improperly ( onbehoo- rlijke taakvervulling ), based on the board’s collective responsibility. A distinction is made between internal liability towards the company and external liability towards third parties.
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