Corporate Governance in the Netherlands: Directors and Officers

Overview

In the Netherlands, public limited liability companies (NV/BV) have a well-established structure for corporate governance. This includes the roles of directors and officers within these organizations.

4. Directors and Officers

Management Board

• Collective Responsibility: The management board operates under collective responsibility, with each managing director having one vote.
• Decision Making: Collective decision-making by the management board applies to all resolutions made by individual board directors.

Supervisory Board

• Collective Responsibility: Similar to the management board, the supervisory board also operates under collective responsibility.

Roles of Board Members

• Collective Responsibility: Both the management and supervisory boards are collectively responsible for decisions made within their respective entities.
• Chairperson Appointment: The Dutch Civil Code and Corporate Governance (CG) Code do not specify who appoints the chairman of either board.