8.3.3.3 Removal of SDs

Normally, supervisory directors in the Netherlands can be removed by the general meeting. However, this only holds 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 immediate removal of all members of the supervisory board. The Enterprises Division of the Court of Appeal in Amsterdam will – without any delay – replace the removed supervisory directors. These newly appointed supervisory directors cannot be removed in the same way as their predecessors. A single supervisory director of a structure regime company can only be removed by the Enterprises Division of the Court of Appeal in Amsterdam. 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.

The situation in structure regime companies means that supervisory directors cannot be easily removed and enables them to work more independently of the shareholders. This is a strong element of the Dutch system, because it gives supervisors the possibility to monitor on behalf of the stakeholders without the threat of being easily removed by the general meeting. This gives them strength to monitor independently of the shareholders on behalf of the company and not solely on behalf of the shareholders.