Do employees or shareholders have the right to appoint a certain number of directors?

The appointment of members of the executive board is in principle the right of the general meeting of shareholders in the case of a B.V., and the general meeting of members in the case of a Co-operative. There are three exceptions to this rule:

If the large company regime applies without mitigation or exception, members of the executive board of a B.V. are appointed by the supervisory board. Although the general meeting of shareholders needs to be informed of an intended appointment by the supervisory board, the general meeting of shareholders does not have any right of nomination.

The articles of association of a B.V. or Co-operative may stipulate that another body or a third party can make a binding nomination for the position of the executive board member. The binding character of the nomination can be removed by a resolution of the general meeting of shareholders/members, with a majority of two-thirds of the votes cast and, in the case of a B.V., representing more than half of the issued share capital.

In the case of a Co-operative, the articles of association may stipulate any manner in which members of the executive board are appointed, as long as each member of the Co-operative has the opportunity to (directly or indirectly) participate in the ballot for the appointment of the respective member of the executive board.

The appointment of the members of the supervisory board is in principle the right of the general meeting of shareholders in the case of a B.V., and the general meeting of members in the case of a Co-operative. There are certain exceptions to this rule, such as:

If the (non-mitigated) large company regime applies, members of the supervisory board are appointed by the general meeting of shareholders/members through a binding nomination of the supervisory board. In the case of a B.V., one-third (rounded down) of the nominated members of the supervisory board should consist of persons recommended by the works council. A resolution of the general meeting of shareholders may overrule the binding nomination of the supervisory board if it is adopted in a meeting with a majority of the votes cast and representing at least one-third of the issued share capital of the B.V.

The articles of association of a B.V. or Co-operative can stipulate that another body or even a third party can make a binding nomination for the position of supervisory board member. The binding character of the nomination may be removed by a resolution of the general meeting of shareholders/members, with a majority of two-thirds of the votes cast and, in the case of a B.V., representing more than half of the issued share capital.

The articles of association of a B.V. can stipulate that another body or a third party may appoint (up to a maximum of) one-third of the members of the supervisory board.

In the case of a Co-operative, the articles of association may stipulate any manner in which members of the supervisory board can be appointed, as long as each member of the Co-operative has the opportunity to (directly or indirectly) participate in the ballot for the appointment of the respective member of the supervisory board.

The supervisory board is independent and should act in the interest of the legal entity, regardless of who has nominated or appointed it.

Дата добавления: 2015-10-30