The One-Tier Board

Boardroom practices in the UK, the US and the Netherlands have improved substantially in the last 30 years. The new option for Dutch NVs and BVs to change from a two-tier board system with a supervisory board and a management board to a one-tier board is good reason to investigate the board practices of each of the three countries. This study gives an insight in the way boards work. The result is that this book shows the practical advantages of more involvement of supervisory or non-executive directors led by a stronger chairman and supported by an independent company secretary, earlier and more information, more time for creative debate, on-site information, contact with lower management, more involvement of supervisory or non-executive directors in decision making and strategy development. Each of the country chapters are composed of sections: 1. history and culture 2. who owns the shares 3. acts and informal codes 4. composition of boards 5. role of directors 6. duties 7. liability of directors. Each time the sections 4, 5, 6 and 7 are concluded by a summary. Within the Netherlands' chapter there is also a comparison between the one- and two-tier board systems.