2.12.2 Dual-Board Company Structure Reform Act

Most important amendments of the Dual-Board Company Structure Reform Act (Wet Aanpassing Structuurregeling):

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The system of supervisory board members of large companies being appointed by co-option by the supervisory board was abandoned. Instead, the general meeting of shareholders now appoints supervisory board members, although on the nomination and proposal of the supervisory board. This nomination may be rejected by the general meeting, however. The works council is given a special right to recommend candidates for one third of the total number of members of the supervisory board. The general meeting of shareholders can pass a motion of no confidence in the supervisory board, which will result in the immediate removal of the members of the supervisory board;1

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the general meeting adopts the annual accounts of large private companies (used to be done by the supervisory board in companies with a full two-tier board system)2

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approval by the general meeting of shareholders is required for management decisions of all companies limited by shares that relate to an important change in the identity or character of the company or the undertaking;3 the holder of listed depositary receipts, is authorised to cast the vote for the shares indicated in the proxy, unless there is a situation of ' warfare';4 the remuneration policy for the board of directors is determined by the general meeting of shareholders and remuneration in shares or share options (share option schemes) require the approval of the general meeting of shareholders;5

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further requirements with respect to the content of the annual report may be set by governmental decree. Such requirements may relate in particular to compliance with the codes of conduct designated in the governmental decree. The Tabaksblat Code is the first code of conduct to have been so designated;6 and

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the right of holders of shares in companies limited by shares and private companies with limited liability to place items on the agenda of the general meeting has been enhanced.7