8.2.1.1 Management board

Each company has a management board (Raad van Bestuur, RvB), which is entrusted with the management of the company (section 2: 129 paragraph 1 DCC1, 2 ). As a matter of principle the management board is collectively responsible for the daily business of the company (Maeijer et al. 2009: 389). This task is also confirmed and worked out further by principle II.1 DCGC and section 2: 9 paragraph 2 DCC. However, the articles of association, board rules or other informal agreements may provide for a distribution of tasks and duties (Van Schilfgaarde and Winter 2009: 150). This follows from section 2: 9 paragraph 1 DCC, which states that each member is responsible for the proper performance of the duties assigned to him. Tasks that are not assigned to an individual member belong to the duties of all the members of the management board (Memorie van Toelichting 2008: 7). This entails that a distribution of tasks is possible (Maeijer et al. 2009: 417). All members are jointly and individually liable for improper management, unless a member can prove that the matter is not attributable to him and that he was negligent in acting to prevent the consequences. The Dutch Supreme Court confirms in the Mast Holding case3 that although the board acts jointly, each individual member of the board is individually responsible for his performance vis-à-vis the general meeting of shareholders (Maeijer et al. 2009: 439). Congruous with section 2: 9 DCC and case law about acting jointly, section 2: 129 par 2 DCC provides that the votes of the members of the management board may diverge, as long as the number of votes of one single member does not exceed the accumulated votes of the other members. As a result, one single member cannot exercise more power than the other members together (Maeijer et al. 2009: 419).

The management board represents the company and each individual member may represent the company as well to the extent that the contrary does not follow from the law (section 2: 130 paragraphs 1 and 2 DCC). However, the articles of association may provide that the representative authority only applies to one or more members, or that a member may represent the company with the cooperation of one or more other persons (section 2: 130 paragraph 2 DCC) (Maeijer et al. 2009: 396).

Following from section 2: 129 DCC the management board is responsible for the management of the company. However, the meaning of management is not explicitly given in the Dutch Civil Code. According to Van Schilfgaarde and Winter, the tasks and duties of the general meeting and the supervisory board are more elaborated upon than the tasks and duties of the management board (2009: 153). For a discussion about the tasks of the management board and the meaning of management in section 2: 129 DCC, refer to Van der Heijden and Van der Grinten (1992: 231-232).

Neither the Civil Code nor the DCGC provide for the selection of a CEO (Voorzitter Raad van Bestuur), but the articles of association may provide for how a CEO is selected. This might be by the other board members, or the supervisory board or general meeting may appoint a person as CEO or designate one of the members of the management board as CEO. If the articles of association do not provide for the selection of the CEO, the members of the management board may select one from their midst (Maeijer et al. 2009: 422).