Structuurregime
Structure Regime
The structure regime is a statutory regime under Book 2 of the Dutch Civil Code that applies to large Dutch N.V.s and B.V.s and provides for a supervisory board with mandatory powers of appointment and supervision.
The structure regime requires companies subject to it to establish a supervisory board that independently appoints and dismisses managing directors and oversees the company’s policy. This regime is significant because it strengthens corporate governance and limits the influence of shareholders in favour of an independent supervisory body.
The regime applies mandatorily where a company meets the criteria of a balance sheet total exceeding €16 million, at least 100 employees in the Netherlands and a mandatory works council. Companies may also opt in voluntarily.
In practice, the regime results in a clear separation between management and supervision, which promotes stability and stakeholder protection particularly in listed companies and large family-owned businesses.
“Because the company met the thresholds for the structure regime, the supervisory board appointed the new CEO.”
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