NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
obligation. Therefore, the court ordered RDS to comply. This is an obligation of result for the Shell group itself and a significant best-efforts obligation with regard to the Shell group’s busi - ness relations and end-users. On 12 November 2024, the Court of Appeal of The Hague overruled the judgment of the District Court. Though both courts agree that protecting against dangerous climate change is rooted in human rights, the Court of Appeal’s decision sets out that a specific numerical reduction obligation – such as the 45% target – cannot be imposed on RDS based solely on an unwritten standard of care. Milieudefensie, has lodged an appeal against this ruling with the Supreme Court. On 13 May 2025, Milieudefensie, announced that they intend to launch a second climate law - suit against RDS. The organisation demands that RDS cease developing new oil and gas fields, arguing that these activities are incompatible with the urgent need to address the climate cri - sis. This new lawsuit would shift the focus from reducing emissions to halting the expansion of fossil fuel projects. Legal proceedings for this case are expected to begin soon, pending RDS’s response. Dutch Companies Within Scope of the CG Code According to the CG Code, the management board must pay attention to the interests of stakeholders when developing a view on sus - tainable long-term value creation by the com - pany and its affiliated business, and formulate a corresponding strategy. The CG Code describes stakeholders as groups and individuals that, directly or indirectly, influ - ence – or are or may be influenced by – the attainment of the company’s objectives: employ -
ees, shareholders and other lenders, suppliers, customers and other stakeholders. 4.8 Consequences and Enforcement of Breach of Directors’ Duties General In general, managing directors of a BV or NV are not liable for the obligations of the company they are managing. Directors have considerable liberty to act as they deem fit, but must prop - erly perform their duties towards the company. They are jointly and severally liable for damage suffered if the management board performs its duties improperly ( onbehoorlijke taakvervulling ), based on the management board’s collective responsibility. A distinction is made between the liability of directors towards the company (internal liability) and their liability towards third parties (external liability). Internal Liability The company may hold the managing directors liable for damage suffered by the company in the event of improper performance of duties ( onbe- hoorlijke taakvervulling ). To establish liability in such event, it must be proven that the manag - ing director acted in a seriously culpable manner ( ernstig verwijtbaar ). This is generally the case if a managing director acts in breach of statutory provisions or in breach of the articles of asso - ciation and gives rise to improper management, unless the managing director can prove other - wise. In principle, if one managing director is in breach, all the managing directors are jointly and sever - ally liable due to their collective liability. An indi - vidual managing director can be exonerated in the event that, also in view of the duties assigned to others, he does not bear any serious blame and he has not been negligent in taking meas - ures to avert the consequences of improper
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