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

Shareholders to decide whether the explanation of the company is
satisfactory.
6.3 Management Board
� A Management Board member is appointed for a maximum
term of four years, renewable for a maximum of four years at
a time.
� The Management Board is responsible for managing the
company’s business risks and drafting a risk control policy.
� The Management Board reports annually on the functioning
of the internal risk management and control systems,
including significant changes and planned improvements in
that respect and declares in the annual report, among other
things, that the internal risk management and control systems
are working adequately and do not contain material
inaccuracies.
� The Management Board must ensure that there is a way for
employees to report alleged company irregularities of a
general, operational and financial nature to its chairperson or
to a designated official (“whistleblower protection”).
� A Management Board member may have no more than two
Supervisory Board seats in listed companies and may not
serve as chairman of the Management Board of another listed
company. Membership in the Supervisory Board of other
companies within the group to which the company belongs
does not count for this purpose.
� In the event of an (intended) takeover bid on shares in the
company, the Management Board and the Supervisory Board
must consider all interests involved.
54 Baker & McKenzie