NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
Extraordinary Meeting In addition to the annual general meeting, extraordinary meetings may also be convened for matters that come up between the annual meetings and need to be addressed in a general meeting. Convening of a General Meeting Both the management board and the supervi - sory board may convene a general meeting of an NV/BV ( bijeenroeping ). The articles of associa - tion may also grant this power to other parties. Shareholders whose shareholding exceeds a certain threshold may request the board and supervisory board to convene a general meet - ing. If this request is denied, they can enforce in court that the general meeting be convened. The general meeting is held at a place stated in the articles (for a BV, this can also be outside of the Netherlands) or in the municipality where the company has its place of business. A general meeting of an NV can also be held elsewhere if the entire share capital is represented or if, in the case of a BV, all persons with meeting rights agree to it. A Dutch bill is pending to allow gen - eral meetings to be held entirely virtually. Digital Meeting On 15 January 2024, the digital general meeting bill was submitted to the Dutch parliament. This bill provides the legal basis for a fully digital gen - eral meeting. The current regime only allows for a hybrid meeting, where the shareholder has the choice of either attending the physical meeting or exercising his/her meeting and voting rights remotely. Although the aim was for the new leg - islation to come into effect on 1 January 2025, this legislation is still pending. The date of entry into force has not yet been determined, but the bill is currently expected to be adopted on 1
the general meeting and the policy and strategy of the company. • The rule of law is that the management board, under the supervision of the supervisory board, is responsible for determining the policy and strategy of the company and its business. • The management board is accountable to the general meeting in respect of its policy and strategy. • The management board is not obliged to involve the general meeting in its decision- making in advance, nor to consult the general meeting; this is different if statutory provisions or provisions in the articles of association provide otherwise. • The general meeting may express its opin - ions in this regard by exercising its powers prescribed by law or in the articles of associa - tion. Shareholders cannot force the com - pany to include voting items, regardless of whether this is a binding or advisory vote, on the agenda of the general meeting in respect of matters that fall within the powers of the management board, such as determining the policy and strategy. 5.3 Shareholder Meetings General Both BVs and NVs must have one general meet - ing a year. The annual general meeting of an NV must be held within six months after the end of the company’s financial year. The articles of association may provide for a shorter period. The annual general meeting of a BV must be held once a year, unless all shareholders are also directors of the BV. The signing of the annual accounts by all directors is also considered adoption of the annual accounts (the articles of association may provide otherwise).
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