Governance and management

Appointment and remuneration

Already from the appointment of administrators and managers a number of careful considerations must be made. For instance, the position of a director under the articles of association differs from that of an 'ordinary' director, and the choice of the contracting parties (in person or management bv) partly determines the way in which the mutual relationship can be terminated. Also the method of remuneration requires special attention. Special remuneration and participation schemes often apply to administrators and managers. It is a way to bind people in key positions to the organisation. Special regulations also apply more than once when determining the remuneration, as laid down in the Senior Executives in the Public and Semi-Public Sector Standards for Remuneration Act [Wet normering Topinkomens].

The directorship under the articles of association has its own dynamic. The administrator under the articles of association operates at the intersection of corporate law and employment law. In addition to good employment law agreements, a clear and, above all, correct company law record of the position is essential. It comes down, for example, to a correct appointment decision and a proper alignment with the articles of association and (possible) board regulations. Termination of the legal relationship also requires special attention to both the contractual and corporate relationship. Moreover, more parties are involved in the conclusion of the agreements and the termination of mutual relationships, such as shareholder(s) and the Supervisory Board.

Multidisciplinaire dienstverlening

We have the expertise to assist you in the full range of legal issues surrounding directorships (under the articles of association) and (senior) management positions. Within Dutch companies and in complex international group relationships. Where necessary, we work effectively and as a team with our lawyers and civil-law notaries of corporate law. This multidisciplinary approach means you are completely unburdened and the most optimal resultis achieved for you.

What we do, for example:

• We advise on the method of contracting with administrators (under the articles of association) and managers and on the consequences of the choices that are made.
  

• We prepare all the necessary documents for a clear and correct determination of legal status. Consider, for example, the appointment decision, employment contract, assignment agreement and management regulations.
  

• We advise on forms of participation and draw up the necessary documents. Consider shares, options, certificates and SAR rights. We have everything in house to properly (notarial) record and implement this.
  

• We advise on and draw up bonus and profit schemes for directors and managers.
  

• We advise on the role of participation in the appointment of administrators, draw up the necessary documents and we fully support you in completing the prescribed processes.
  

• We assist you in all legal disputes relating to the position of the administrator under the articles of association. Consider disputes over remuneration, agreements made and directors' and officers' liability.
  

• We advise and litigate on dismissal of administrators (under the articles of association) and managers and all related aspects (severance pay, the settlement of participations, the consequences for directors' and officers' liability, etc.).
  

• We assist supervisors in their special relationship with the company and the board.
  

• We advise and litigate in relation to the position of administrators (under the articles of association) in the public domain and the special regulations that apply to them.