Expertise
Corporate governance
Solid legal foundations for a successful enterprise.
In practice
Corporate governance requires clarity, balance and accountability.
Whether establishing a governance structure for a new company or joint venture, or addressing questions arising within an existing structure, clarity at the outset is critical. Governance arrangements must be aligned with the ownership structure, the decision-making dynamics and the strategic objectives of the business.
We advise on the design, implementation and refinement of governance structures that are legally robust and work in practice, tailored to the business and its commercial needs.
Key legal & commercial issues
Recurring governance issues
- 01
Board structure and composition
The choice between a one-tier and a two-tier board, the composition of each board and the allocation of responsibilities have practical consequences for decision-making, supervision and director liability. The right structure depends on ownership, scale and the regulatory environment.
- 02
Directors' duties and personal liability
Directors must act in the interest of the company and its enterprise as a whole, on a properly informed basis. Personal liability may arise towards the company where a director can be seriously blamed, on specific statutory grounds, for example towards the tax authorities, and, in insolvency, towards the estate for manifestly improper management where the statutory conditions are met. Clear policies and proper records can help support sound decision-making.
- 03
Recurring governance touchpoints
Specific areas we advise on
- Reserved matters in the articles and shareholders' agreement.
- Conflict-of-interest and related-party policies.
- Information flows between management and supervisory board.
- Annual accounts, audit and reporting obligations.
- Governance, reporting and disclosure obligations for regulated entities.
What we advise on
Specific areas we advise on within governance
One-tier boards
Dutch law allows companies to choose a one-tier board, executive and non-executive directors sitting on a single board, instead of the classic two-tier structure.
Read moreTwo-tier boards
The classical Dutch governance model is the two-tier board: a management board (raad van bestuur) and a separate supervisory board (raad van commissarissen). A supervisory board is not always required, and many companies have a management board only.
Read moreManagement board
The management board (raad van bestuur) is responsible for the management of the company. In a one-tier model, executive directors are entrusted with the day-to-day management, while non-executive directors supervise the performance of the executive directors.
Read moreSupervisory board
The supervisory board oversees the management board and the general state of affairs of the company.
Read moreControl & decision-making
Most governance questions reduce to one: who decides what, and under what conditions.
Read moreDirectors' duties
Dutch directors and supervisory directors owe their duties to the company and the business connected with it.
Read moreDirectors' liability
Directors' liability in the Netherlands is a layered topic: internal liability to the company, external liability in specific situations, and additional exposure in insolvency.
Read moreDutch CG Code
The Dutch Corporate Governance Code sets the comply-or-explain baseline for Dutch listed companies.
Read moreTransparency & reporting
Transparency obligations have widened sharply, from financial reporting to sustainability and beyond.
Read moreDisclosure obligations
Disclosure rules carry real consequences, for the company, the board and individual directors.
Read moreQuestions clients ask before instructing us
What is the difference between a one-tier and a two-tier board structure?
In a two-tier board, the management board is responsible for day-to-day management and is supervised by a separate supervisory board. In a one-tier board, executive and non-executive directors sit on a single board. Both are available under Dutch law; the choice affects accountability, decision-making and director liability profiles.
What are the main duties of directors under Dutch law?
Directors must act in the interest of the company and its enterprise as a whole, with due care and on a properly informed basis. Specific duties cover financial administration, conflicts of interest, related-party transactions and, in distressed situations, the interests of creditors.
When are directors personally liable?
Personal liability may arise towards the company where a director can be seriously blamed. Specific statutory grounds add further exposure: for unpaid taxes and social security premiums where the statutory conditions are met, and in insolvency towards the estate for manifestly improper management, where failure to file the annual accounts on time counts as improper performance. Liability requires more than a poor business decision: there must be a serious personal reproach.
Does the Dutch Corporate Governance Code apply to private companies?
The Code formally applies to companies listed on a regulated market. Many private companies, joint ventures and portfolio companies nonetheless use parts of it as a benchmark for board composition, internal control and reporting, particularly where institutional investors are involved.
What governance arrangements should a private company put in place at incorporation?
The core arrangements usually include the articles of association, where appropriate a shareholders' agreement, a clear board composition, board and shareholder reserved matters, a budget and information protocol, and basic internal policies on conflicts, related parties and signing authorities. These arrangements should be revisited when ownership or financing changes materially.
How should conflicts of interest be managed at board level?
Conflicts are best managed through a clear policy: prompt disclosure of any potential conflict and proper documentation in the minutes. A director with a direct or indirect personal interest that conflicts with the interests of the company and its enterprise does not take part in the deliberations and decision-making. If no board resolution can then be taken, the statutory escalation route applies, subject to any alternative provision in the articles of association.