THE INDEPENDENT SUPERVISORY BOARD IN CURACAO

Should be mandatory for government-owned entities

Under the laws of Curaçao, the main task of a board of supervisory directors is to supervise the board of managing directors of a limited liability company (NV or BV).

The Corporate Code provides for two different kinds of boards of supervisory directors, a “regular” board of supervisory directors and the so-called “independent” board of supervisory directors (Section 2:139 Curaçao Civil Code). Within this context the word independent means that the supervisory directors are independent of the shareholders, interest groups (“belangengroepen”) and to a certain extent from the shareholders’ meeting.

An independent board of supervisory directors has its own responsibility and function without a mandate and/or without having to consult those who appointed them. They are appointed in the interest of the company, as such, and the associated companies, thus for the stakeholders in general.

According to the Explanatory Memorandum to the Curaçao Corporate Code an independent board of supervisory directors is well suited for application in the financial sector. An independent supervisory board is also usually opted for for large companies. It goes without saying that such an independent board should be mandatory for government-owned or government-controlled entities.

An independent board of supervisory directors is subject to several strict statutory requirements while a “regular” board is more flexible in some respects. The requirement for having an independent board of supervisory directors is that it be mentioned as such in the articles of the company, with reference to the article of law, Article 2:139 Curaçao Civil Code.

Karel Frielink
Attorney (Lawyer) / Partner

(19 July 2013)
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