THE INDEPENDENT BOARD OF SUPERVISORY DIRECTORS IN THE DUTCH CARIBBEAN
It should be mandatory for government-held companies
Limited liability companies, like the Netherlands Antilles NV or BV, may have a board of supervisory directors. The main task of such a board is to supervise the board of managing directors. According to the law of the Netherlands Antilles there are two different kinds of board of supervisory directors, the “regular” board and the so-called independent board of supervisory directors in accordance with article 2:139 of the Netherlands Antilles Civil Code. Within this context the word independent means that the supervisory directors are independent of the shareholders, interest groups (“belangengroepen”) and till a certain extent also independent from the shareholders’ meeting.
The independent board 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 connected companies, thus for the stakeholders in general.
According to the Explanatory Memorandum to the Civil Code the independent board is highly conceivable for the use in the financial sector. The independent supervisory board, in my opinion, should be mandatory for government-held or –related companies.
The independent board of supervisory Directors is subject to several strict statutory requirements while the “regular” board is in some aspects more flexible. The requirement for having an independent board of supervisory directors is that it is mentioned as such in the articles of the company, with reference to the law (article 2:139 Netherlands Antilles Civil Code). There are also special rules regarding the annual accounts of the company.
Karel Frielink
Curacao-based Attorney (lawyer) / Partner
