De rol en positie van de raad van toezicht van de stichting ; The role and the positiion of the supervisory board of the Dutch foundation

The current Dutch law on foundations is almost identical to the first Act on Foundations, which was adopted in 1956. Nowadays, many foundations have installed a supervisory board in addition to the management board. Some foundations, such as subsidized healthcare institutions and housing institutions, are obliged (on the basis of sector rules) to install a supervisory board. Other foundations have voluntarily installed a supervisory board. For both the members of the obligatory supervisory board and the voluntary supervisory board it is important that their tasks, duties and authorities are cl... Mehr ...

Verfasser: Uchelen-Schipper, M.J. van
Dokumenttyp: Dissertation
Erscheinungsdatum: 2018
Verlag/Hrsg.: Wolters Kluwer
Schlagwörter: Foundation / characteristics / supervisory board / management board / governance / internal supervision
Sprache: Niederländisch
Permalink: https://search.fid-benelux.de/Record/base-27456359
Datenquelle: BASE; Originalkatalog
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Link(s) : https://dspace.library.uu.nl/handle/1874/363350

The current Dutch law on foundations is almost identical to the first Act on Foundations, which was adopted in 1956. Nowadays, many foundations have installed a supervisory board in addition to the management board. Some foundations, such as subsidized healthcare institutions and housing institutions, are obliged (on the basis of sector rules) to install a supervisory board. Other foundations have voluntarily installed a supervisory board. For both the members of the obligatory supervisory board and the voluntary supervisory board it is important that their tasks, duties and authorities are clear. In my opinion, the basic legal tasks, duties and authorities of the supervisory should be included in Book 2 of the Dutch Civil Code under the special title regarding foundations. When performing their tasks, supervisory and managing directors of foundations must primarily focus on the realisation of the foundation’s objectives. It is superfluous and may even be confusing to mention in sector rules the public interest as a separate additional interest which managing and supervisory directors should take into account, because the relevant public or social interest is already included in the foundation's objectives. In my opinion, the supervisory board of each foundation must explicitly play a role in protecting the foundation's assets, which assets are legally tied to the foundation's objectives. My view is that the supervisory board must be involved in important decisions that can lead to a material change in the identity or character of the foundation or the foundation's assets. The supervisory board must have the means to counterbalance the power of the management board. The supervisory board should, by virtue of law, be given the authority to decide to suspend a managing director if the director violates the foundation's interest. In this way, the supervisory board has an instrument to use in the event that the managing director is making distributions which are contrary to the foundation's objectives. As the ...