A Supervisory Board (RvT) can dismiss board members, but not without limits. The law and the foundation's statutes set clear boundaries, and board members have concrete protections. This article explains when dismissal is possible and what safeguards apply.
- An RvT can dismiss board members .
- If the statutes are silent, the dismissal authority lies with the court.
The law distinguishes two dismissal routes. Each has different grounds.
The RvT dismisses a board member based on authority granted in the statutes. The statutes determine the grounds; there is no fixed legal list. In practice, foundations use, and courts accept, grounds such as:
Note that an RvT without statutory dismissal authority cannot use these grounds at all. Without that authority, it is, as one governance publication puts it, a "tandeloze tijger" — a toothless tiger (see Goed Bestuur & Toezicht: Oprecht, edition 3/2021 ). When internal dismissal is not possible (for example because the statutes do not grant the RvT that authority) a court can dismiss a board member at the request of any interested party or the public prosecutor. The grounds are:
Neglect of board duties (verwaarlozing van bestuurstaken)
Other serious reasons (andere gewichtige redenen)
A fundamental change of circumstances making continuation of the directorship unreasonable
Failure to comply with a court order under art. 2:297 BW.
The bar is high. Courts assess whether continued board membership is reasonably untenable; not whether the board member's policy choices were wise.
Dismissal is subject to procedural and substantive requirements. A dismissal that skips these protections is open to challenge.
A board member has the right to respond before the dismissal decision is made. Courts consistently apply this principle of due process, even when the statutes say nothing about it.
Since 1 July 2021, the Wet bestuur en toezicht rechtspersonen (WBTR) requires board members and supervisors to make decisions with due care. It also introduces stricter rules on conflicts of interest. An RvT member with a personal stake in the dismissal of a board member may not participate in that vote.
If an RvT member has a personal interest in dismissing a board member, that RvT member must recuse from the vote (art. 2:292a lid 7 BW).
Dismissal as a board member does not automatically terminate the employment contract. Two separate legal layers apply simultaneously:
- (by the RvT): ends the board position.
- : ends the employment contract. This requires a separate ground and process: either UWV permission or dissolution by the cantonal court.
- as a precautionary measure before a formal dismissal decision is possible, provided there is an urgent interest and the suspension is no longer than necessary.
- does not automatically protect a founder from dismissal. The statutes can include stronger dismissal thresholds for specific board members, such as a qualified majority or additional procedural requirements. This requires deliberate drafting.
- is the most direct way to strengthen a board member's protection, but requires a notarial deed and potentially RvT approval.