Country overview

Lionel Fulton (Labour Research Department)

A third of supervisory board members in the Netherlands are nominated by the works councils in larger companies, although the arrangements mean that the influence of employees is very indirect. This, together with the large number of multinational companies based in the Netherlands, meant there was interest in the directive. Both unions and employers were consulted on legislation implementing the directive through the Social and Economic Council, but, although a number of technical issues were taken up, there was no wider public debate.

In companies with issued capital of more than €16 million, at least 100 employees and a works council (obligatory where there are more than 50 employees) the works council has the right to nominate one third of the members of the supervisory board. (Different arrangements apply to groups with the majority of their employees outside the Netherlands.) The arrangements are complex, with works council nominations going through the supervisory board and the general meeting of shareholders. In addition, employees of the company or of a union involved in collective bargaining with it are specifically excluded from being members of the supervisory board. The result is that the interests of the employees are only very indirectly represented at supervisory board level.
Despite this, the fact that the Netherlands already had a system of employee involvement at board level, together with the possibility that some of the Netherlands’ many multinational companies might choose to become European companies, made the directive of greater interest than in some other countries. The discussions on its introduction also broadly coincided with a change in the national system of supervisory board representation, which came into force in October 2004.
The government’s proposals on legislation to implement the directive were discussed in the Social and Economic Council (SER), in which both unions and employers are represented, and it produced an opinion on the proposal in June 2003.
The bill to transpose the directive was presented to the parliament in November 2003 and during its passage, which lasted a year and a half, there were a number of comments on the proposals in the specialised press. There is, however, no evidence of a wider public debate.

Special negotiating body (SNB)

Standard rules under the fallback procedure

Misuse of procedures and structural change

L. Fulton (2008) Anchoring the European Company in National Law - Country Overviews (online publication, prepared for