On 1 July 2010, new legislation giving works councils of public limited liability companies (naamloze vennootschappen, NVs) the right to express an opinion on certain proposed shareholder resolutions entered into effect. A description of the relevant bill was given in our newsletter of 23 December 2009.
As a result of the legislation, the Dutch Civil Code (DCC) now contains a rule providing that a proposed resolution to adopt the remuneration policy for an NV's management board members can only be submitted to the company's general meeting of shareholders after the works council (if any) has been given an opportunity to express an opinion on the same. The works council's opinion must be submitted to the general meeting at the same time as the proposed resolution. In addition, the works council (represented by its chairperson or a member he/she has designated) will be entitled to take the floor at the meeting for the purpose of explaining its opinion.