Bindende voordracht

A binding nomination means that a body designated for that purpose, such as the management board or another body provided for in the articles of association, nominates candidates for appointment to the management board or the supervisory board. The general meeting is obliged to appoint these candidates, unless the articles of association or statute law require a qualified majority to depart from the nomination.

This arrangement is commonly found in associations, foundations and cooperatives to safeguard the continuity and expertise of the board. It prevents the general meeting from appointing other individuals at will and gives the nominating body significant influence over the composition of the board.

In practice, a binding nomination is primarily used to prevent unsuitable candidates from being elected and to preserve the influence of founders or expert bodies.