NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
Under the CG Code, the supervisory board’s approval is required if a managing director of the company intends to accept a supervisory board membership elsewhere. 4.4 Appointment and Removal of Directors/Officers Appointment of Directors General rules for the appointment of managing and supervisory directors of a BV/ NV The first appointment of supervisory directors (if applicable) and of managing directors is includ - ed in the notarial deed of incorporation of the NV/BV. After the incorporation of the NV/BV, the general meeting appoints the managing direc - tors and supervisory directors (unless the large company regime applies). See also 3.1 Bod- ies or Functions Involved in Governance and Management for more information on the large company regime. The articles of association may provide that the appointment of a managing director or super - visory director by the general meeting must be based on a binding nomination. In that case, only the nominated person may be appointed as director. The binding nature of the nomination can be removed by a qualified majority resolu - tion of the general meeting. With respect to supervisory directors, the arti - cles of association may provide that a maximum of one-third of the supervisory directors may be appointed by third parties. Specific rules for the appointment of managing and supervisory directors of a BV For a BV, the articles of association may provide that managing directors and supervisory direc - tors are appointed by a meeting of holders of shares of a certain class or type. Nevertheless,
every shareholder with voting rights must still be involved in appointing at least one managing director and at least one supervisory director. Specific rules for the appointment of directors of a BV/NV subject to the large company regime (structuurregime) The supervisory board appoints the manag - ing directors (or the non-executive directors appoint the executive directors in the case of a one-tier board) unless the mitigated large com - pany regime applies, in which case the general meeting appoints the managing (or executive) directors. The general meeting appoints a supervisory director (or the non-executive directors, in the case of a one-tier board) following a special pro - cedure, including a nomination right of the super - visory board (or non-executive directors); such nomination takes into account the (enhanced) right of recommendation of the works council. Supervisory board members are appointed for a maximum term of four years, which can be extended in the articles of association until the day of the first general meeting after such four- year term. Removal of Directors Removal of managing directors Managing directors of a BV/NV may be sus - pended and dismissed at any time by the per - son/body authorised to appoint them. The arti - cles of association of a BV may also grant the power of dismissal to another corporate body. The supervisory board may suspend manag - ing directors at any time, unless the articles of association provide otherwise. The managing directors of a mitigated large company regime may be suspended and dismissed only by the supervisory board.
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