NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
See also 4.6 Legal Duties of Directors/Officers for more information. 4.3 Board Composition Requirements/ Recommendations General Composition Requirements The following minimum requirements apply to the composition of boards. • Two-tier structure: (a) a management board with at least one managing director (who may be a legal person or an individual); and (b) if established, a supervisory board with at least one individual member. • One-tier board: at least one executive director (who may be a legal person or an individual) and one non-executive director (who must be an individual). The articles of association may restrict who is eligible to be appointed as a director by impos - ing specific requirements. Such requirements may be set aside by a resolution of the general meeting if at least two-thirds of the votes are cast in favour, representing more than half of the issued share capital. Dutch Companies Within the Scope of the CG Code According to the CG Code, each supervisory director and each managing director should have the specific expertise required for the ful - filment of their duties. Each supervisory director should be capable of assessing the broad out - line of the overall management. The requirement that the supervisory board has financial exper - tise is enshrined in law. Pursuant to the Reso - lution Establishing an Audit Committee ( Besluit Instelling Auditcommissie ), at least one member of the audit committee must have expertise in the preparation and auditing of annual accounts.
This provision has been implemented in Dutch legislation and is applicable to public interest entities (such as listed companies, banks and (certain) insurance companies). Diversity Each year, large companies ( grote vennootschap- pen ) must set appropriate and ambitious gender diversity targets for the management and super - visory boards and senior management. For the purpose of the Diversity Act ( Wet ingroeiquotum en streefcijfers ), a large company (whether listed or not) is a company that meets at least two of the following requirements on two consecutive balance sheet dates: • the value of the assets exceeds EUR25 mil - lion; • the net turnover for the financial year exceeds EUR50 million; and • the average number of employees is 250 or higher. It does not suffice to include only the size of its own assets, net sales and employees: data from group companies that must be included in the consolidation must also be considered in deter - mining whether the thresholds are met. Gender diversity – supervisory boards of Dutch companies within scope of the CG Code listed on Euronext Amsterdam Supervisory boards of Dutch companies listed on Euronext Amsterdam (both NVs and BVs) are subject to a diversity quota of at least one- third male and one-third female directors. If the supervisory board does not meet this diversity quota, any appointment that does not balance the distribution is void, leaving the relevant vacancy open. Every listed company must take the diversity quota into account in every appoint - ment or reappointment of a supervisory director.
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