NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
Removal of supervisory directors Supervisory directors of a BV/NV may be sus - pended and removed by the person/body authorised to appoint them. A general meeting of a BV that is not authorised to appoint may nevertheless be granted the power of removal and suspension in the articles of association. Removal of supervisory directors of a company subject to the large company regime (structuurvennootschap) Each supervisory director may be subject to the following. • Suspended by the supervisory board. • Removed by the Enterprise Chamber of the Amsterdam Court of Appeal on account of: (a) neglect of their duties; (b) other serious reasons; or (c) a drastic change in circumstances based on which their continuation as a director of the supervisory board cannot reason - ably be required from the company. A removal by the Enterprise Chamber may take place on the basis of a request submitted by the company, represented for this purpose by the supervisory board, and also by a representative appointed for this purpose by the general meet - ing or by the works council. 4.5 Rules/Requirements Concerning Independence of Directors General The Dutch Civil Code contains no general provi - sions on the independence of the supervisory board and individual supervisory directors of a BV/NV. However, it is generally accepted that the supervisory board of a BV/NV should, in princi - ple, be sufficiently independent in relation to the company and its stakeholders.
Supervisory Board of Large Companies (Structuurvennootschap) The supervisory board of a structuurvennootsc- hap must be properly composed. The Dutch Civil Code requires that employees of the company or a dependent company, and union representa - tives, cannot be supervisory directors. Independence Requirements of a Company within Scope of the CG Code The composition of the supervisory board safe - guards that the members are able to operate independently and critically in relation to one another, the management board and any par - ticular interests involved. The following applies under the CG Code (best practice provision 2.1.7 through 2.1.9): • no more than one supervisory board member meets any of the criteria set out in best prac - tice provisions 2.1.8 (i) through (v), pursuant to which such supervisory director is deemed not independent; • the total number of supervisory board mem - bers to whom the criteria referred to in best practice provisions 2.1.8 (i) through (vii) are applicable should account for less than half of the total number of supervisory board mem - bers, pursuant to which such supervisory director is deemed not independent; • for each shareholder, or group of affiliated shareholders, holding directly or indirectly more than 10% of the company’s share capital, no more than one supervisory board member may be deemed affiliated with or representing them, as referred to in best prac - tice provisions 2.1.8 (vi) and (vii); and • the chair of the supervisory board may not be a former managing director of the company and must be independent within the meaning of best practice provision 2.1.8.
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