Doing Business in the Netherlands 2012 - American Chamber of ...

4.8 Board of Supervisory Directors
An NV, a BV and a cooperative may institute a supervisory board to
advise and supervise the managing directors, but are not allowed to
participate in management affairs. Only a private individual may be
appointed as a supervisory director. Supervisory directors are
appointed and dismissed from their positions through the general
meeting of shareholders or members. No person may serve as
managing director and supervisory director at the same time.
4.9 Proxy Holders
Dutch law does not recognize the concept of officers. The board of
managing directors may appoint proxy holders and grant them limited
or unlimited power of attorney. The title and scope of the authority
are determined by the management board. The determination may be
subject to the prior approval of the board of supervisory directors or
the meeting of shareholders or members. At all times, the persons
appointed shall act under the responsibility of the board of managing
directors. The proxy holders are known to third parties due to the
registration with the Trade Register of the Chamber of Commerce.
4.10 Large Companies Regime
An NV, a BV or a cooperative is subject to the Large Companies
Regime if the company, for three consecutive years, meets the
following criteria:
� The issued capital of the company, together with reserves as
reflected in the balance sheet, amounts to at least EUR16
million.
� The company and/or an affiliated company (i.e., an enterprise
in which the company owns at least 50% of the shares) has
installed a Works Council.
42 Baker & McKenzie