Einde inhoudsopgave
The One-Tier Board (IVOR nr. 85) 2012/4.1.3
4.1.3 Water:• friend and foe
Mr. W.J.L. Calkoen, datum 16-02-2012
- Datum
16-02-2012
- Auteur
Mr. W.J.L. Calkoen
- JCDI
JCDI:ADS600703:1
- Vakgebied(en)
Ondernemingsrecht (V)
Voetnoten
Voetnoten
D. Bos, M. Ebben and H. te Velde, Harmonie in Nederland, het Poldermodel van 1500 tot nu (2007) ('Bos, Ebben and Te Velde (2007)').
Jona Lendering, Polderdenken: De Wortels van de Nederlandse Overlegcultuur (2005), p. 25 ('Lendering (2005)').
Prof. Jan Luiten van Zanden and Arthur van Riel, Nederland 1780-1914: Staat, Instituties en Economische Ontwikkeling (2000), p. 76 ('Van Zanden and Van Riel (2000)').
These dikes included a dike along the IJ, protecting the North side of Amsterdam, up to above Haarlem and a dike of 125 kilometers around West Friesland, i.e. Hoorn, Enkhuizen, Medemblik, Schagen, see Lendering (2005), pp. 33 and 36.
Lendering (2005), p. 43.
Han van Zwet, Lofwaerdighe dijckages en miserabele polders. Een financiële analyse van landaanwinningsprojecten in Hollands Noorderkwartier, 1597-1643 (2009), p. 40 ('Van Zwet (2009)').
Van Zwet (2009), pp. 28-29 and 54; see also note 14 on p. 249; Oscar Gelderblom, Abe de Jong and Joost Jonker, 'An Admiralty for Asia: Isaac le Maire and Conflicting Conceptions about Corporate Governance of the VOC', Origins of Shareholder Advocacy, Papers presented at Yale, Millstein Center for Corporate Governance, 6 November 2009 (January 2011), pp. 35-36 ('Gelderblom, De Jong and Jonker (2011)') and note 81 on page 261; H.M. Punt, Het Vennootschapsrecht van Holland, thesis (2010), p. 75; W.C.L. van der Grinten, Handbook for the NV and the BV (1989), p. 3 ('Van der Grinten (1989)'); and Van Solinge and Nieuwe Weme (2009), p. 1.
Van Zwet (2009), p. 52.
See Van Zwet (2009), p. 55, the influential board members sometimes included members of the States General and the Supreme Court to ensure support in the event of disputes.
Van Zwet (2009), pp. 40, 55 and 57.
Landis (1998), p. 154.
Gelderblom, De Jong and Jonker (2011), pp. 35-36.
Gelderblom, De Jong and Jonker (2011), p. 36.
See Article 42 of the 1602 Octrooi, Gepken-Jager, Van Solinge and Timmerman (2005), p. 65, Dr. J.G. van Dillen, Het oudste aandeelhoudersregister van de Kamer van Amsterdam der Oost-Indische Compagnie (1958), p. 27 ('Van Dillen (1958)'); and Gelderblom, De Jong and Jonker (2011), p. 25.
Gelderblom, De Jong and Jonker (2011), p. 40.
Gelderblom, De Jong and Jonker (2011), p. 47.
Van Zanden and Van Riel (2000), p. 37 and Dr. I.J. Brugmans, Paardenkracht en Mensenmacht, Sociaal-Economische Geschiedenis van Nederland 1795-1940 (1969), p. 23 ('Brugmans (1969)').
Brugmans (1969), p. 41.
Brugmans (1969), pp. 73 and 95 and Michael Wintle, An Economic and Social History of the Netherlands: Demographic, Economic and Social Transition 1800-1920 (2000), pp. 132-133 ('Wintle (2000)').
Wim Wennekes, De Aartsvaders, Grondleggers van het Nederlandse Bedrijfsleven (2000), pp. 33-34 ('Wennekes (2000)').
Brugmans (1969), p. 355.
Brugmans (1969), p. 369 and Wintle (2000), p. 345.
Production at the coal mines of South-Limburg only started in 1901, Brugmans (1969), p. 353.
Brugmans (1969), pp. 358 and 361.
Zalm (2005), pp. 301-302.
Brugmans (1969), p. 163.
Brugmans (1969), p. 499 and Wintle (2000), p. 131.
Brugmans (1969), p. 499.
The term used by the Dutch to describe their consultation mentality, their search for compromise and their willingness to abide by the resulting consensus is "polder model", with its accompanying verb polderen. These words are actually quite new and were introduced by Prime Minister Wim Kok in 1994.1 A "polder" is an area of reclaimed land enclosed by dikes.
Free peat farmers AD 1000-1200
Until about AD 1000 roughly half of what is now the Netherlands was uninhabited. The northern and western territories, called the maritime provinces, consisted mainly of marshes, lakes and rivers. Sand dunes along the coast of the North Sea and some sandy ridges in the provinces of Holland, Zeeland and Friesland and part of Utrecht provided a meagre and fearful existence for a small and unruly population as well as a poor Count and some hard-working monks under a colonizing bishop in the city of Utrecht, which was founded by the Romans. Around AD 1000, the Count of Holland, Dirk III, found that the marshy peat land behind the dunes on the west coast could be exploited if it were drained and the water controlled. Some Frisians from the northern provinces came and made an enterprising deal with Dirk III. He gave marsh land to groups of Frisian farmers under the leadership of a developer. Each farmer received a plot of 100 by 1,250 meters, 121/2 hectares, a viable area for one farming family. The farm houses were to be built facing a drainage canal dug along the short side of the plot. The farmers paid a nominal amount of 5 cents a year to conflrrn the sovereignty of their overlord.2 In exchange, the Count granted the plot in perpetuity and conflrrned that the farmer was a free person. Elsewhere under the feudal system farmers were treated by their overlords as serfs. The free farmers under Dirk III and his successors worked to drain the marshes, dig the drainage ditches between their plots and build their villages, activities that required cooperation, consultation, consensus and compromise.
Polders, dikes and windmills from AD 1200
The early settlers found the peat on their plots useful. When cut into bricks and dried, it provided excellent fuel. They had to remove the upper layer of peat in any case, in order to reach the fertile soil underneath. This could then be turned into pasture land for cattle.3 The sea, however, remained the biggest threat to all efforts of the settlers to create their own land. A lake in the middle of the country was substantially enlarged to a sea, called the "South Sea", or "Zuiderzee". Around 1170 the Low Countries were hit by terrible storms and floods. Storms drove the sea right up to the city walls of Utrecht. The settlers responded by starting to build dikes. Each farmer who had frontage on the main drainage waterway would build and maintain a dike along the 100-meter side of his land. A farmer behind him could take advantage of the safety of the dike. Neighbours would consult as free men to split the coats. On a larger scale there were meetings and deliberations of local inhabitants (vergadering van ingelanden and waterschappen). These meetings would be attended by a dijkgraaf (chairrnan of the water board) who represented the Count of Holland. Around 1200 the ingelanden (local land owners and farmers) decided in such a meeting to build dikes in the area where Amsterdam4 would rise soon afterwards, as "the Venice of the North".
In 1230 the Count of Holland took up his residence in what is now The Hague, the official capital of the Netherlands. The first windmill capable of lifting water from low-lying land to a higher river or lake was built in Alkmaar in 1408.5 A great many farms, sometimes more than a hundred, surrounded by dikes and windmills constituted a "polder", which was governed by a waterschap (water board). Polders were organized in the same way as the settlements of peat farmers. The overlord gave an octrooi (charter) to a developer who, together with the farmers of the area concerned, would create a polder and arrange for public governance and infrastructure such as a churches and roads. The members of these "waterschappen" deliberated with one another on an equal footing, all "ingelanden" having freedom of speech. The farmers had been free men for 300 years. This system of free farmers deliberating about the common good of their communities was a unique feature of the Low Countries.
From 1581, when the seven provinces declared their independence from Spain and its Habsburg dynasty, the States of Holland and West Friesland, as the sovereign power of the most important province, continued to grant licences or charters — known as an "octrooi" — to private entrepreneurs.6 Normally, an octrooi for land to be reclaimed would be issued to one or two entrepreneurs, who collected a group of investors and influential persons around them. These acted as a sounding board for the entrepreneurs with respect to external interests such as neighbours, and they might also have a role in supporting the entrepreneur in the event of a dispute with a neighbour. The outside investors were obliged only to pay up their promised share in the proposed capital of the venture, an early form of limited liability.7 They usually got a handsome return on their investment. Before the start of the project, compromises were made with surrounding municipalities and land owners who might lose access to water and transport as a result of the project. This process of finding compromises and taking all interests into account usually took place by deliberation aimed at achieving consensus. However, sometimes a committee of supervisors had to be appointed.8
The "octrooi" issued to the entrepreneur would name the first board members, who would run the business. The board would have a small group of managers, meeting once a week, and a larger group of influential and well-connected members who would meet once every two months. These were comparable to 20th century supervisory directors.9 The board had the freedom to deal with the project of reclaiming the land and managing the village and the church to be built there. The board included a "dijkgraaf' who represented the government. Under the terms of the octrooi the board was obliged to forward its accounts to the Rekenkamer (accounts office) of the States of Holland and Friesland. The board had full autonomy and was free to operate as it saw fit. Board members appointed their own successors.10
These polders were interesting examples of public-private cooperation: i.e. private finance and the execution of public functions by private boards with the backing and subject to the light supervision of the provincial or city govemment In fact, they were an example of a stakeholder model.
From 1400:• active shipping
After 1400 the landscape of the maritime provinces of the Netherlands started to change. A network of harbours sprang up and navigable rivers and waterways were crowded with vessels of all kinds. Sea-going ships too used the canals and rivers to reach the warehouses in the many inland ports to discharge their valuable cargos. These cities became the hub of the import and export trade in almost all commodities used in Europe at that time. In 1560 the province of Holland alone had 1,800 sea-going vessels, six times larger than the Venetian fleet of 100 years earlier.11 In the 17th century, 40% of the Dutch were dependent on activities directly or indirectly in shipping.
In the period between 1400 and 1600 shipping was organized by partnerships for single voyages only. All partners were fully liable, jointly and severally. By contrast, partners in polders, as described above, were not liable for amounts in excess of their share of capita1.12 This was a form of limited liability.
Shortly before 1600 the States of Holland and of Zeeland issued octrooien (charters) exclusively for voyages to distant destinations to some private companies formed by citizens of various cities in these provinces. One of them, the famous expedition onder the command of Willem Barentsz to discover the Northeast Passage to the East Indies, ended in a long winter of suffering by Barentsz and his crew in 1596-1597 on "Nova Zembla". However, most other trips to Africa and the Far East were successful and profitable. Indeed, some expeditions made an average annual profit of 27%.13
VOC
As early as 1598 the States General, led by Johan van Oldenbarnevelt, expressed its concern that so many mutually competing private expeditions and companies would undermine "the common wealth" and become an easy prey for the Dutch public enemy, i.e. the Spanish and Portuguese governments that treated the Indies trade as a state monopoly and defended their claims against rivals. Thanks to the foresight and diplomatie efforts of Van Oldenbarnevelt, the city companies of Amsterdam, Rotterdam, Middelburg, Delft, Hoorn and Enkhuizen finally merged into one big Vereenigde Oost-Indische Compagnie (VOC/Dutch East India Company). To encourage the board members of the separate, profitable city companies to cooperate, they were given far-reaching powers. These cities appointed seventeen directors (de Heeren Zeventien). For the first time, they were appointed for life and were not liable for the VOC's debts.14
Johan van Oldenbarnevelt, one of the stroregest statesmen the Dutch have ever had, used the existing system of polders and the voor compagnieën (precompanies). He convinced the States General to grant the VOC an octrooi giving the company the exclusive right to trade and deal with the East Indies and the whole area of the Indian Ocean, including the power to represent the Republic there in dealings with foreign heads of state, and the right to take military action and set up and administer new colonies. Unlike the polder boards, there was no government representation on the board of the VOC.15 However, under the "octrooi" the States General did reserve the right to instruct the board on specific matters of public policy in the colonies. As a result, the Heeren Zeventien were also responsible for running Dutch foreign policy in the East Indies and performing all the tasks of a government, including matters of war and peace.16
VOC in the 18th century
The VOC stagnated in the 18th century. The investors were paid dividends, but no new capital was raised. At the end of the 18th century the political and economie life of the once so vigorous Dutch Republic was beset by interaal troubles and neighbouring predators. Whereas the Netherlands had accounted for 40% of world shipping in the 17th century, this fell to 12% in the 18th century.17 The VOC sank into bankruptcy and was taken over by the State in 1798 and then dissolved.
19th century: shipping from zero back to leader again
During the Napoleonic period from 1795 to 1813 the British navy blockaded the whole European continent and no overseas voyages were possible.18 Shipbuilding started up again in Rotterdam and Amsterdam in the 1820s. At this time shipyards that would later become household names, for example Roentgen, Ruys, Van Ommeren, Van Vlissingen and Smit, were still building only sailing ships.19 In the aftermath of the Napoleonic upheavals the Republic of the Seven United Provinces had become the Kingdom of the Netherlands. Its first king, Willem I, descendant of the "stadhouders" from the House of Orange, known as the merchant king, took the initiative in establishing a general trading and manufacturing company known as the Nederlandsche Handel-Maatschappij. One of its tasks was to promote shipbuilding.20 When the Suez Canal opened in 1869 it became more attractive to operate steamships on the East Indies route as the distance had been cut.21 True to the saying "navigare necesse est",22 the Dutch quickly recovered their predominant position in shipping. By 1910 the tonnage of steam-powered vessels sailing onder the Dutch flag exceeded even that of the UK, and was well ahead of each of the US, France and Germany. Coal mines in the area of South-Limburg from 1900 onwards became a source of wealth and a driver of industrial development.23 The old entrepreneurial spirit flowered again. In shipping, for example, companies joined forces to avoid being taken over.24 Shipping and the cargo business preceded the development of Dutch industry in the 20th century. In the wake of shipping followed new companies such as Royal Dutch Petroleum, Dutch breweries and tobacco manufacturers, Unilever, Philips and KLM, all of which became major international companies and were often dependent on the links with the Dutch colonies.25
Canals and further land reclamation
In the 19th century wider and deeper canals and waterways were dug to develop the Netherlands as a distribution hub of northern Europe. Other projects included the creation of new polders such as the Wilhelminapolder,26 where a group of investors established a model farm for some farmers, and the Haarlemmermeerpolder,27 where Schiphol Airport is now located. The construction of the Afsluitdijk (barrier dam) and the creation of huge polders in the resulting inland lake were planned by Lely in 1880 and the project was completed in 1950.28
Water, an important foe and friend
Water has always been an important factor in the Dutch way of life. The seas gave them freedom. Water had to be "domesticated". It helped the Dutch to defend themselves when their freedom was threatened. Their fight for independence from the Spanish who tried to suppress the rise of reformative religious movements in the Eighty Years' War from 1568 to 1648 started with an invasion mounted by irregular Dutch seamen who had fled to friendly English ports and returned suddenly to capture the little town of Den Briel on 1 April 1572. This was the first victory in the Eighty Years' War, and the Watergeuzen (Sea Beggars) as they were dubbed passed into legend. 1 April is still celebrated as April Fools' Day, i.e. the day on which the Watergeuzen fooled their oppressors, the Spanish. In 1574 the city of Leiden breached its dikes in order to inundate the surrounding area and create a barrier against the Spanish army. In the 17th century the Dutch fought many battles, nearly all of them at sea. When the French armies invaded the Republic in 1672, the provinces of Holland and Zeeland opened the dikes along their eastern borders and withdrew their forces behind a barrier of water. The French never occupied these provinces. However, water could just as easily be a foe as a friend and continued to pose a threat to the polders and riverside towns. After the disastrous floods of 1953 the Dutch had to raise the height of their dikes yet again.