The role of a supervisory director is to supervise within a legal entity. The supervisory directors together form the supervisory board, as it is referred to in the case of a BV or NV. In the case of a foundation or association, we often refer to it as a supervisory board. However, their main task is the same: to supervise and give solicited and unsolicited advice.
The existence of a supervisory board or supervisory board must be evident from the articles of association. The articles of association therefore stipulate how it is appointed and what its powers are in addition to supervising. For example, the issuance of shares in the case of a private limited company or the appointment of directors in the case of a foundation.
For legal entities with a large company or a major interest, the law requires a supervisory board. If a legal entity exceeds a certain limit with its assets and number of employees for three years, there must be a supervisory board with a mandatory minimum number of duties. We call this the structure regime.
In the past, being a supervisory director or member of a supervisory board was sometimes seen as an honorary job, for which you did not have to do much. Nowadays, every supervisor must be well aware that he can also be held liable if he does not sufficiently supervise. See also directors' liability.
For more information on the possibilities of a supervisory board, their powers and the structure regime, please contact us. We will be happy to help.
