NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
director resigns, or in the event of seriously culpable or negligent behaviour by the direc - tor; and • supervisory directors must not be awarded remuneration in the form of shares and/or rights to shares. 4.11 Disclosure of Payments to Directors/Officers Disclosure in Relation to Remuneration Non-listed Dutch companies These companies must publish the following in the notes to the annual accounts. • The amount of the remuneration, including pension charges and other benefits, for: (a) the managing directors and former man - aging directors; and (b) separately, the joint supervisory and former supervisory directors (this provi - sion does not apply to micro and small companies). • The amount of loans, advances and guar - antees granted for the benefit of individual directors and supervisory directors. Dutch listed companies Dutch listed companies must publish a remu - • summarise all the remuneration awarded or due to individual directors in the previous financial year; • be submitted to the annual general meeting for an advisory vote; • be made public on the company’s website after the general meeting and be accessible for ten years; and • be checked by the external auditor as to whether all the required information is includ - ed in the report. neration report, which must: • be clear and understandable;
The company must explain in the remunera - tion report how the previous vote of the general meeting has been considered. 5. Shareholders 5.1 Relationship Between Companies and Shareholders The management board manages the company; see 3.2 Decisions Made by Particular Bodies and 4.6 Legal Duties of Directors/Officers . Shareholders provide the equity and, in principle, are liable only up to the amount of their invest - ment in the company. They do not participate in most corporate decisions and may establish contractual arrangements with the company, such as relationships agreements. See 3.2 Decisions Made by Particular Bodies regarding the adoption of resolutions by the gen - eral meeting. 5.2 Role of Shareholders in Company Management General In general, shareholders are not involved in the management of the company. The articles of association may stipulate that the management board must act in accord - ance with the instructions of a corporate body of the company (eg, the general meeting). The management board should assess whether the instruction is in the interest of the company and its affiliated business. Role of the General Meeting It follows from case law that the following applies to Dutch companies with respect to the role of
602 CHAMBERS.COM
Powered by FlippingBook