Is my company obliged to appoint supervisory directors?

Large BVs and NVs – two-tier board companies – are obliged to appoint supervisory directors. They usually sit on a separate Supervisory Board (Raad van Commissarissen), but in a one-tier model they are non-executive members of the Board of Directors of the company. A company qualifies as a two-tier board company if it meets certain requirements.

Share on social media

Related questions

  • When do I have to consult the works council?

    If a company has more than 50 employees, the management must ask for the advice or consent of the works council when taking a number of decisions. These include, for example, decisions on the transfer of the company or changes to a pension scheme. If the management does not ask the advice of the works council or does not (entirely) follow the advice of the works council, the works council can lodge an appeal against the decision.

  • What are the main rights and powers of shareholders?

    In return for their investment in your company, shareholders get a stake in your company. This stake provides them with certain rights and powers.

    Rights of shareholders:

    • Dividend right (right to distribution of a part of the profit of the company), and
    • Voting rights (during a shareholders’ meeting)

    Powers of shareholders:

    • Convening a shareholders’ meeting
    • Submitting a request for inquiry to the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal
    • Appointment and dismissal of directors
    • Adopting the annual financial statements
    • Deciding on the amendments of the articles of association, and
    • Deciding on the remuneration policy for directors