On 8 December 2009, the lower house of the Dutch parliament passed a bill to amend the rules in Book 2 of the DCC on management and supervision within NVs and BVs (also referred to as the one-tier board bill). This bill was the subject of our newsletter of 16 December 2009. It is possible that the relevant legislation will enter into effect on 1 January 2011.
The bill includes a rule stating that the legal relationship between a listed company and a member of its management board will not be considered as an employment relationship. However, existing employment contracts will continue to be respected. Under the Corporate Governance Code as well as the Banking Code, a departing management board member may not receive remuneration in excess of one year's salary. At present, the application of this principle is sometimes thwarted due to the existence of an employment contract, as the application of rules on employment contracts can result in a higher severance payment. Once the bill has become law, this will no longer occur in the case of listed companies.