3.7 Appendix I

1=director liable

0=director not liable

Observations:

N=158: 1=66%, 0=34%

N=99: 1=45%, 0=55%

1=occurring in case

0=not occurring in case

Unreasonably informed

Whether a director did not attempt to be reasonably informed.

N=158: 1=44%, 0=56%

N=99: 1=55%, 0=45%

Norm violation

Whether a director violated statutory norms (art. 2:138/248[2] DCC) or internal norms specifically addressed to him meant to protect the (stakeholders of) the company.

N=158: 1=44%, 0=56%

N=99: 1=37%, 2=63%

Foreseeability of damage

Whether a director could have reasonably foreseen damage to the company or the company’s creditors or shareholders.

N=158: 1=43%, 0=57%

N=99, 1=23%, 0=77%

Unreasonable risk taking

Whether a director failed to sufficiently investigate certain risks or took excessive risks.

N=158: 1=29%, 0=71%

N=99: 1=36%, 0=64%

Incompetence

Whether a director was not competent for the tasks assigned to him or her as a director.

N=158: 1=7%, 0=93%

N=99: 1=7%, 0=93%

Dereliction of duty

Whether a director disregarded duties despite a known duty to act.

N=158: 1=16%, 0=84%

N=99: 1=19%, 0=81%

Conflict of interest

Whether a director had a conflict of interest in the meaning of art. 2:129/239(6) DCC.

N=158: 1=24%, 0=76%

N=99: 1=13%, 0=87%

Limitation of liability

Whether a director invoked discharge, allocation of duties within the board of directors or statutory exculpation (in the meaning of art. 2:9[2] or 2:138/248[3] DCC).

N=158: 1=53%, 0=47%

N=99: 1=57%, 0=43%

Misrepresentation of information

Whether a company misrepresented information by providing inaccurate or incomplete information.

N=158, 1=27%, 0=73%

N=99: 1=19%, 0=81%

Fraud

Whether corporate fraud occurred.

N=158, 1=20%, 0=80%

N=99: 1=17%, 0=83%

Policy failure

Whether a company’s strategy failed.

N=158, 1=13%, 0=87%

N=99: 1=15%, 0=85%

Mismanagement

Whether a company’s internal management was incorrect or insufficient.

N=158, 1=23%, 0=77%

N=99, 1=25%, 0=75%

Bankruptcy

Whether a company entered bankruptcy.

N=158, 1=85%, 0=15%

N=99, 1=89%, 0=11%

Type of legal dispute on which adjudication was based:

– Art. 2:9 DCC

– Art. 6:162 DCC

– Art. 2:138/248 DCC

N=158: 20%, N=99: 19%

N=158: 45%, N=99: 40%

N=158: 35%, N=99: 41%

Type of court:

– District court

– Court of appeal

– Supreme court

N=158: 56%, N=99: 55%

N=158: 37%, N=99: 40%

N=158: 6%, N=99: 5%

Type of governance:

– Sole director

– One-tier board

– Two-tier board

– Unknown

N=158: 35%, N=99: 33%

N=158: 44%, N=99: 41%

N=158: 15%, N=99: 15%

N=158: 7%, N=99: 10%

Capacity defendant:

– Management board

– Supervisory board

– Individual executive director

– Individual non-executive director

– Sole director

– De facto director

N=158: 27%, N=99: 28%

N=158: 4%, N=99: 6%

N=158: 30%, N=99: 28%

N=158: 1%, N=99: 2%

N=158: 29%, N=99: 24%

N=158: 10%, N=99: 11%

Capacity claimant:

– Company

– Creditor

– Trustee in bankruptcy

– Shareholder

N=158: 12%, N=99: 10%

N=158: 37%, N=99: 35%

N=158: 47%, N=99: 52%

N=158: 4%, N=99: 3%