8.3.1 Role and powers

Pursuant to section 2:239 paragraph 1 of the Dutch Civil Code (DCC), the management board of a private limited company (besloten vennootschap) is tasked with managing the company. However, statutory law does not provide for an elaborate description of management as such. It is therefore hard to define the scope of this task. The primary function of directors is that of being a manager. In summary, this includes the day-to-day management of the company and its business, as well as determining its strategy and policy for both the short and long term, taking into account the company’s objects stated in the articles of association. In addition to preparing, adopting and implementing this policy, the management board also manages the company’s assets and acts as an initiator for other bodies of the company. The role and duties of directors depend on, among other things, the nature and size of the business, the objectives of the company and the further allocation of duties and powers within the company’s own organisational rules. Each director is required to perform his or her duties properly and to act in accordance with the interests of the company and its business. Under Dutch law, this interest extends beyond the interests of the shareholders and includes the interests of employees and creditors, among others. In addition, directors are tasked with controlling distributions to shareholders. Finally, as manager of the company and its assets, a director must also render the necessary account for, and provide information to, other stakeholders, such as shareholders and, in the event of the company’s bankruptcy, the trustee in bankruptcy. The role of directors is not only formed by statutory law, but also by the articles of association of the company and resolutions of the company’s bodies. The powers of directors may be extended or limited, but the directors must always retain a certain degree of autonomy.