4.6.6 Summary of duties of directors

The duties of management board members and supervisory board members and of executive and non-executive directors are based on the following elements of the law: (i) statute law, (ii) articles of association, (iii) interaal guidelines, (iv) agreements, including shareholder agreements which are enforceable and should preferably be countersigned by the company and its boards, (v) the Frijns Code, (vi) other codes. Decisions of the courts interpret the law.

The Enterprise Chamber cases and all the media coverage they have attracted have raised expectations for the conduct and duties of directors to a more aspirational and higher level than for the standards of liability. Generally Dutch law is converging with US and UK case law, except in some Enterprise Chamber decisions. Although there has been no deliberate attempt to follow Delaware case law trends, the results of the decisions are not very different.

Conflict of interest has been dealt with in a more nuanced way on a case-bycase basis since the Bruil decision. The Act includes a practical solution for decision making.