NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
while also providing advice to the management board. Structure of one-tier board Alternatively, the company may adopt a one- tier system in which a single board comprises both executive and non-executive directors. The executive directors are responsible for the daily management of the company. The non- executive directors oversee the performance of the executive directors and are entrusted with supervising the general affairs of the company. All directors in a one-tier board collectively share responsibility for the overall direction and man - agement of the company. Both members of a supervisory board and non- executive directors in a one-tier board must be individuals. 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 non-executive directors, as further addressed in 3.1 Bodies or Functions Involved in Governance and Management . The management board of a legal entity is charged with the management of the company and its affiliated business. Specific tasks may be expressly attributed or delegated to an individual managing director or pursuant to the articles of association. The management board is collec - tively responsible for resolutions, even if reso - lutions are made by individual board directors. Taking into account the general duties men - tioned in the foregoing, the specific details of the management board’s role depend on sev - eral factors, such as the size and nature of the legal entity’s activities. The responsibilities of the 4.2 Roles of Board Members Management Board – Collective Responsibility
individual board directors of Dutch companies are often set out in charters of the management board. Chairperson Neither Book 2 of the Dutch Civil Code nor the CG Code stipulates who appoints the chairper - son of the management board or the supervisory board of an NV or BV. Roles within a one-tier board If a company has a one-tier board, the task of supervising the executive directors cannot be taken away from non-executive directors. The chairpersonship of the board, making nomina - tions for the appointment of a director and deter - mining the remuneration of executive directors cannot be assigned to (an) executive director(s). Roles within a supervisory board The supervisory board has collective respon - sibility for supervising the performance of the management board. It may also allocate duties among its members, without this relieving them of their collective responsibility. For Dutch list - ed companies with more than four supervisory directors, the CG Code sets out that the supervi - sory board should appoint from among its direc - tors: • an audit committee; • a remuneration committee; and • a selection and appointment committee. One of the directors of the supervisory board must be a financial expert (this is mandatory law; see 4.3 Board Composition Requirements/Rec- ommendations ). The audit committee and the remuneration committee should not be chaired by the chairperson of the supervisory board, nor by a former managing director of the company.
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