8.2.3.2 Structure regime

Under the structure regime, the general meeting cannot remove or suspend individual members of the supervisory board. However, the general meeting can adopt a motion of no confidence in the entire supervisory board, according to section 2: 161a DCC. This motion must be adopted with an absolute majority of votes, representing not less than one-third of the issued capital. Furthermore, the general meeting should give reasons for the motion. Such a resolution can only be adopted if the works council is notified about the resolution at least thirty days prior to the general meeting in which the proposal will be considered. If the works council has an opinion about the proposal, the management board will inform the supervisory board and the general meeting about this opinion. The works council may explain its opinion in the general meeting. The adoption of the resolution will result in the immediate removal of all the members of the supervisory board. Without any delay, the management board will request the Enterprises Division of the Court of Appeal in Amsterdam to appoint temporarily one or more supervisory board members. The supervisory board members, who are appointed by the Enterprises Division, cannot be removed by the adoption of a resolution as described in paragraph 1 of section 2: 166a DCC.

Section 2: 161 paragraph 1 DCC states that a supervisory board member shall resign after a period of four years on the supervisory board. The general meeting cannot remove a single supervisory director, only the entire supervisory board, but the Enterprises Division of the Court of Appeal in Amsterdam may remove a single supervisory director. It may remove a supervisory director upon application by the company, represented by the supervisory board or a designated representative of the works council or general meeting, according to section 2: 161 paragraph 2 DCC. The Enterprises Division can only remove a supervisory director for dereliction of his duties, for other important reasons, or on account of any significant change of circumstances, as a result of which the company may not reasonably be required to maintain him as a supervisory board member. Paragraph 3 enables the supervisory board to suspend one of its members. This suspension terminates automatically if the supervisory board does not make an application within one month to the Enterprises Division to remove the supervisory director as described in paragraph 2 of this section (Maeijer et al. 2009: 582, 583). A supervisory director may also be removed by the Enterprises Division of the Court of Appeal in Amsterdam when an inquiry has been performed, according to section 2: 349a DCC. This situation also applies to companies that do not fall within the ambit of the structure regime (Maeijer et al. 2009: 584).