4.4.2.1 Dutch board composition, usually two-tier board

Dutch company law is described in Book 2 DCC. Every Dutch NV must have a management board. A supervisory board is optional. Most companies, that are listed or have more than one shareholder, have two boards. Having a two-tier board system, is part of Dutch corporate culture. As described before, throughout the centuries Dutch companies have had separate supervisory boards with functionaries, who were not part of the management board and had an independent role in looking after the interests of the shareholders and others involved with the enterprise and sometimes in providing support for management. The background of this culture is described in 4.1.6C and D above. The early "polder" enterprises were commercial project development enterprises, that also had as aim to create and run the villages and churches in the "polders". The VOC had the aim of trading for profit and at the same time had a colonial and a naval defensive role. Most 17^st century enterprises had dual commercial and communal objects.1 This meant that it was logical to ask for outsiders in a supervisory role to check and support management in connection with these other interests. In this atmosphere the committees that had a monitoring role in the name of shareholders, such as in the VOC from 1623 did so independently without reporting to the shareholders. These committees, from 1720 called supervisory boards, always functioned in a limited advisory and non-directive role. At the same time these independent functionaries were to advise management independently about other interests connected with the enterprise and these distant functionaries also often had a direct or indirect role in the nomination and appointment process of board members, from the city chambers in the VOC to the binding nominations in Royal Dutch Petroleum, to the structure regime. It is with this background that Dutch company law describes the role of the supervisory board as supervising and standing by the management board with advice, taking all interests into account.2