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Corporate Governance in the Netherlands
3.1 Composition and Election Process of Management Body
The management body of a Dutch company consists of managing or executive directors and supervisory or non-executive directors.
- Managing Directors: Appointed by the supervisory board or general meeting.
- Supervisory Directors: Appointed by the general meeting upon nomination by the supervisory board.
- Binding Nomination Process: The articles may provide for a binding nomination process for directors.
3.2 Removal of Members from Management Body
- Managing Directors: Can be removed by the supervisory board or general meeting.
- Supervisory Directors: Can be removed by the Enterprise Court or the general meeting.
- Two-Thirds Majority Requirement: The articles may provide for a two-thirds majority requirement for removing directors.
3.3 Legislative, Regulatory and Other Sources Impacting Compensation and Remuneration
The general meeting determines director remuneration unless the articles provide otherwise. EEA-listed Dutch companies must have a remuneration policy for all directors.
3.4 Disclosure of Interests in Securities Held by Members of Management Body
Directors must notify the AFM (Authority for Financial Markets) of their shares and voting rights within two weeks after appointment. Changes in shareholdings must be notified immediately.
3.5 Process for Meetings of Members of Management Body
- Board Meetings: Can be convened by any director or according to board rules.
- Resolutions: Can be adopted by a majority of votes cast, unless specified otherwise.
- Remote Participation: Directors may participate in meetings remotely.
3.6 Principal General Legal Duties and Liabilities of Members of Management Body
- Duty to Act in Best Interests: Directors must act in the best interests of the company and its business.
- Duty of Care: Boards have a duty of care to consider all stakeholders’ interests.
- Discretion on Weighing Competing Interests: Boards have discretion on how to weigh competing interests, but must exercise due care.