Changes to rules on management and supervision of Dutch BVs and Dutch NVs

With immediate effect as from 1 January 2013, the rules on management and supervision of Dutch BVs and Dutch NVs has been changed, among other things providing for:

  • new rules dealing with conflicts of interest;
  • a statutory basis for the creation of a one-tier board;
  • statutory restrictions on the number of supervisory positions (also applicable to certain Dutch foundations);
  • ‘comply or explain’ type provisions to ensure a balanced composition of management boards and supervisory boards in terms of participation by men and women;
  • the relationship between a managing director and a listed company no longer qualifying as an employment agreement; and
  • amendment of the rules on binding nominations for appointment of managing directors and supervisory directors.

To read more, see our Newsletter on this.