Notifying changes in executive boards, shareholders and supervisory boards BES

The AFM often does not receive notification from companies about changes in the composition of their executive boards, shareholders or supervisory boards. Appointment of policy-makers, changes in their reliability, resignation of an executive director or supervisory director and the sale of shares by majority shareholders must be notified to the AFM.

Prior to their appointment, policy-makers for advisers, brokers, authorised agents, credit providers, portfolio managers, and operators of securities markets must be screened by the AFM. Only after gaining the AFM’s approval the policy-maker is allowed to be appointed. Furthermore, licensees are under an obligation to inform the AFM if the reliability of their policy-makers has changed.

If an executive director or supervisory director is planning to resign, or if a majority shareholder wants to sell its shares, the licensee must inform the AFM of this. The AFM will then assess whether after the resignation of the executive director or supervisory director the remaining members of the respective boards possess sufficient knowledge and experience to manage or supervise the company. The AFM usually takes up to eight weeks after receiving notification to decide whether to approve the change. Accordingly, submit notification of such change at least two months before the intended resignation.