The Supreme Court recently ruled in a case where the defendant was a member of the supervisory board (SB) but in that capacity also carried out management tasks for a certain period. The defendant argued that he was entitled to an additional management fee. The company disputed this and argued that the defendant was not entitled to any fee in addition to his fee as SB member.
The Supreme Court ruled that the remuneration of managing directors and SB members, irrespective of the nature of tasks performed by them, should be determined by the corporate bodies designated by law and the articles. This is to maintain clear boundaries within the company in respect of division of tasks and prevents conflicts of interests when remuneration is awarded to managing directors and SB members. SB members may perform management tasks for a certain period, but if there is no resolution appointing them to that effect passed by the competent corporate body – in the defendant's case, the AGM - they do not form part of the managing board. A provision in the articles that the SB may determine the remuneration of managing directors does not entitle the SB to award remuneration to its own members for management tasks performed by those members.
Supreme Court 6 January 2012 (Imeko Holding vs B&D Beheer, LJN: BU6509)
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