Coöptatie
Co-optation
Co-optation is the appointment of new members to a body, such as a supervisory board or management board, by the incumbent members themselves, without the involvement of third parties.
Co-optation is an appointment procedure under Dutch law whereby existing members of an internal body within a legal entity appoint new members. This occurs in particular in foundations, associations and companies where the articles of association regulate this mechanism in order to safeguard continuity and expertise.
The provision is relevant because it enables vacancies to be filled swiftly and may strengthen the independence of the body. At the same time, co-optation may give rise to a closed appointment circuit without external oversight, which in practice can sometimes create tension with requirements of transparency and diversity.
In corporate law, co-optation is frequently applied to the appointment of supervisory directors, provided that the articles of association expressly permit it and any statutory restrictions are observed.
“The articles of association provided for co-optation, enabling the supervisory board to fill the vacancy itself.”
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