NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
Voluntary Application of the (Full or Mitigated) Large Company Regime A company may also voluntarily apply the pro - visions of the full or mitigated large company regime if it (or a dependent company) has estab - lished a works council to which the provisions of the Works Council Act ( Wet op de Onderne- mingsraden ) apply. 3.2 Decisions Made by Particular Bodies The Management Board The primary responsibility of the management board is to manage the company and its busi - ness. In the performance of its duties, the man - agement board is collectively responsible for: • formulating and determining the policy and strategy; • achieving the legal entity’s objects; and • the day-to-day management of the company and its business. The management board must carry out its duties in line with the company’s objectives, which are included in the company’s articles of associa - tion. Depending on the articles of association, the management board may resolve on: • the issuance of shares (if this authority is granted to the management board by the general meeting); • reservations from the profits; • (approval of) (interim) distributions; and • the right of initiative for certain resolutions of the general meeting, such as shares issu - ances, amendments to the company’s articles of association, legal mergers, demergers, dissolution and conversion.
The Supervisory Board If installed, the supervisory board supervises and advises the management board on the general course of affairs of the company and the busi - ness affiliated with it. General Meeting – Shareholders In principle, the general meeting may resolve on the following: • the appointment (including remuneration and, in the case of a one-tier board, designating whether a person is appointed as an execu - tive or non-executive director), suspension and dismissal of managing directors and supervisory directors (see 3.1 Bodies or Functions Involved in Governance and Man- agement regarding the deviating provisions applicable to companies subject to the full or mitigated large company regime); • any increase (including the issuance of shares) or decrease of share capital; • the adoption of the annual accounts; • distributions; • amendments to the company’s articles of association, covering legal mergers, demerg - ers, dissolution and conversion; and • the appointment of the auditor. The general meeting is entitled to receive infor - mation from the management board. The articles of association may provide that cer - tain management board resolutions are or can be made subject to the approval of the general meeting or supervisory board. For the NV, the approval of the general meeting is required for resolutions of the management board concerning a major change in the identity or character of the company or business.
590 CHAMBERS.COM
Powered by FlippingBook