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Doing business in the Netherlands 9• The General Meeting will appoint the membersof the supervisory board on the recommendationof the supervisory board. The GeneralMeeting may, however, reject a recommendation,subject to a requirement for an absolutemajority of the votes cast, which must togetherrepresent at least one third of the issued sharecapital. In such situations, the supervisory boardmay submit a new recommendation, whereasthe General Meeting will not be authorised todo so. The General Meeting will then be asked tovote on the new recommendation.• The works council has the right to make ‘strong’recommendations for up to one third of thetotal number of supervisory board directors.The supervisory board may only object to arecommendation if it expects the candidate toprove unsuitable and unable to fulfil the dutiesof a supervisory board director or if appointmentof the proposed candidate would result inthe supervisory board not being properly constituted.The supervisory board will then consultthe works council and, if agreement cannotbe reached with the works council, ask theEnterprise Section of the Amsterdam Court ofAppeal (Ondernemingskamer) to rule on theobjection. If the Enterprise Section accepts theobjection, the works council will be asked tomake a new recommendation. If the objection isrejected, the supervisory board will appoint thenominated candidate.The General Meeting may enforce the collectivedismissal of the supervisory board by passing a resolutionof no-confidence in the board of directors.This will require an absolute majority of the votescast, which must together represent at least onethird of the issued share capital. The board of directorsand the works council must be granted theoption to advise on the proposed resolution and thereasons for it at least 30 days before the generalmeeting of shareholders. If the works council has theright to express a view on the proposed resolution,this view must be communicated to the supervisoryboard and the General Meeting by the board ofdirectors. The works council may explain its view atthis general meeting of shareholders. If the resolutionis passed by the General Meeting, the supervisoryboard will be dismissed with immediate effect.The board of directors must then request theEnterprise Section of the Amsterdam Court ofAppeal to appoint one or more supervisory boarddirectors for a temporary period. The EnterpriseSection will determine the consequences of theappointment and the date by which a new supervisoryboard must be established. Under certain conditions,companies subject to the structure regimecan be fully or partially exempt from these requirements.A supervisory board of a company under apartially exempt structure regime has powers onlyin approving certain specified decisions/actions ofthe board of directors and in appointing the supervisoryboard.2.6 Cooperative (coöperatie)The cooperative is an association incorporated as acooperative by notarial deed executed before aDutch civil law notary. At the time of incorporationthe cooperative must have at least two incorporatorsand can have one or more members. Thesemembers can be legal entities or natural persons.The name of a cooperative must contain the word“coöperatief” or “coöperatie”.The objective of the cooperative must be to providecertain material needs for its members under agreements,other than insurance agreements, concludedwith them in the business it conducts or causes to beconducted to that end for the benefit of its members.The articles of association of the cooperative maystipulate that such membership agreements may beamended by the cooperative.In general, the members of the cooperative are notliable for the obligations of the cooperative duringits existence. In case of dissolution or bankruptcy ofthe cooperative the members and the members whoceased to be members less than 1 year priorthereto, are liable for a deficit on the basis providedfor in the articles of association of the cooperative. Ifa basis for the liability of each member is not providedfor in the articles of association, all shall beequally liable. A cooperative may, however by itsarticles of association (i) exclude or (ii) limit to amaximum, any liability of its members or formermembers to contribute to a deficit. In the first case itshall place at the end of its name the letters “U.A.”(Uitsluiting van Aansprakelijkheid – exclusion of liability).In the second case it shall place at the end ofits name the letters “B.A.” (BeperkteAansprakelijkheid – limited liability). In all othercases the letters “W.A” (Wettelijke Aansprakelijkheid– statutory liability) shall be placed at the end of its