NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
– exercise due care with regard to the interests of all those involved in the company and its business, and that this duty of care may require directors, in serving the company’s interests, to ensure that this does not unduly or dispropor - tionately harm the interests of those involved. Directors should also keep in mind that the legal entity has an independent interest in ensuring that legal and statutory norms, or norms aris - ing in part from reasonableness and fairness, including procedural norms necessary for prop - er decision-making, have been or are properly observed. This implies taking into account the interests of all the stakeholders, including share - holders, employees, creditors and other relevant stakeholders. In addition, companies, corporate bodies and directors have a duty to act towards each other and other corporate bodies in accordance with the principles of reasonableness and fairness. 4.7 Responsibility/Accountability of Directors General As mentioned in 4.6 Legal Duties of Directors/ Officers , according to Dutch corporate law, all management and supervisory directors must act in the interest of the company and the business affiliated with it. The interest of the company is generally determined primarily by promoting the continued success of this business ( bes- tendig succes van de onderneming ). The Dutch Supreme Court added that, in discharging their duties, directors should also – partly based on the principle of reasonableness and fairness – exercise due care with regard to the interests of all those involved in the company and its busi - ness.
The management board of a BV/NV is account - able both internally and externally for the fulfil - ment of its duties and the exercise of the pow - ers arising from the management task. Within the company, the management board has an accountability obligation towards the following. • The general meeting: (a) by preparing the annual accounts for shareholders; (b) by publishing a management report; and (c) by providing the general meeting with all requested information, unless this would be contrary to an overriding interest of the company. • The supervisory board that supervises the The ruling of the District Court of The Hague of 26 May 2021 is relevant in this respect. An alli - ance of associations and foundations, together with over 17,000 individual claimants, brought a case against Royal Dutch Shell (RDS) as the top holding company of the Shell group, alleging that RDS had an obligation to contribute to the prevention of dangerous climate change through its corporate policies for the Shell companies. The District Court found that, under Dutch law, RDS owed an unwritten standard of care to Dutch residents to reduce CO₂ emissions of the Shell group’s activities by net 45% by the end of 2030, relative to 2019. In doing so, the court took into account that there is a widely support - ed international consensus that human rights should be protected against the consequences of dangerous climate change, and that com - panies must respect human rights. The court also found that RDS’ policies, intentions and ambitions were incompatible with this reduction management board. • The works council. Milieudefensie/Shell Case
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