Two-tier board structure

The two-tier board structure refers to the system of special regulations applicable to two-tier board companies. The Netherlands know a special form of limited company (usually a public limited) called a two-tier board company. Additional rules apply to this company (referred to as the two-tier board regime).

The main difference with a regular company is the requirement of a supervisory board. The supervisory board has more powers in a two-tier board company than in a regular company. In the latter the powers of the supervisory board are usually limited to a purely supervising task. But under Dutch law the supervisory board of a two-tier board company has (e.g.) the power to appoint, dismiss and suspend board directors.