10.4.3 Removal of supervisors

Supervisors in the United Kingdom, the Netherlands and Sweden can be removed by the general meeting. However, this only holds in the Netherlands for companies that do not fall within the ambit of the structure regime. Supervisory directors in a structure regime company cannot be removed individually by the general meeting. The only possibility for the general meeting is to adopt a motion of no confidence in the entire supervisory board, which should be accompanied by reasons for the loss of confidence. The adoption of the resolution results in the immediate removal of all the members of the supervisory board. The removed supervisory directors will be replaced – without any delay – by the Enterprises Division of the Court of Appeal in Amsterdam. These newly appointed supervisory directors cannot be removed in the same way as their predecessors. Only the Enterprises Division of the Court of Appeal in Amsterdam can remove a single supervisory director of a structure regime company. The Enterprises Division may remove the supervisory director for dereliction of his duties upon application by the company, represented by the supervisory board or a designated representative of the works council or general meeting.

(Consideration 10.8) An important element of the precondition building block of independence is the lack of dominance of one single stakeholder in the removal of supervisors. If a certain person, group of persons or corporate body is responsible for the removal of a supervisor, this certain person, group of persons or corporate body has a certain power over the supervisor and this might have a negative influence on the supervisor ’s independence. Shareholders are very powerful in the removal of supervisors in the United Kingdom and Sweden. The involvement of the Enterprises Division and the fact that Dutch supervisors in a structure regime company cannot easily be removed enables them to work more independently of the shareholders. This gives them strength to monitor independently of shareholders on behalf of the company and not solely on behalf of the shareholders. This might serve as inspiration for the other countries.