NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
Listed Company General meetings of a Dutch listed company hold an advisory vote on the remuneration report and adopt the remuneration policy for the man - agement board and supervisory board every four years. The resolution to adopt the remuneration policy requires a 75% majority of the votes valid - ly cast, unless the articles of association explic - itly provide otherwise. 3.3 Decision-Making Processes Management Board The management board has collective respon - sibility. If collegial governance is in place, it is possible to make a division of tasks. The respon - sibility for fulfilling a particular board task, as part of the board policy, always remains with the entire board. Each managing director has one vote. The arti - cles of association may provide that a director has more than one vote, but one director cannot have more votes than the other directors col - lectively. Dutch law does not include quorum require - ments (the articles of association may provide otherwise). The management board adopts resolutions by simple majority of the votes val - idly cast (the articles of association may provide otherwise). Meeting and decision-making rules can be included in the articles of association and elaborated on in the regulations of the manage - ment board. The management board adopts resolutions inside a meeting; resolutions outside a meeting are allowed, depending on the articles of association. Supervisory Board The characteristics of the collective responsibil - ity of the management board and the decision-
making process as described in the foregoing are also applicable to the supervisory board. Shareholders Meeting The general meeting of a BV/NV is led by a chair, who is responsible for the meeting order; often, the chair of the supervisory board is the chair of the general meeting. Every shareholder of a BV/NV has the right to attend the general meeting, speak at it and exer - cise voting rights, either in person or by written proxy. A BV may have non-voting shares; shareholders with non-voting shares cannot vote but do have the right to attend the general meeting. Managing directors and supervisory directors have an advisory vote to the general meeting. 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, the members of the management board must act in the best interests of the company and its business. Structure of two-tier board In addition to the management board, it is possi - ble to have a supervisory board in place (two-tier system). Under the two-tier system, the compa - ny has both a management board and a super - visory board. The supervisory board is charged with supervising the policy of the management board and the general affairs of the company, 4. Directors and Officers 4.1 Board Structure Management Board
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