On 27 January 2023, the Netherlands Enterprise Court ordered an investigation. In this blog, corporate law lawyer Hasnaa Beni Driss discusses the most important parts of the judgment rendered by the Netherlands Enterprise Court.
- Apparently, the board of ICT company Centric Holding B.V. was unable to operate with sufficient autonomy and independence. The interest of Centric and its enterprise was insufficiently separated from the private interests of one of its directors, Mr Sanderink. The situation at Centric was problematic: part of the staff, (major) relations such as ASML and the Dutch central bank DNB, occupational health and safety service Arbo Unie, pension fund PGGM and the Bank Nederlandse Gemeenten, the auditor and the insurer, had terminated their relationship with Centric or considered such termination. As a result, Centric made losses. There had been many changes in the board, giving rise to the impression that Sanderink did not tolerate any contradiction or criticism.
- All this posed a direct and acute threat to the continuity of Centric and its affiliated enterprise. According to the Netherlands Enterprise Court, Sanderink did not show during the hearing that he was aware of these problems at Centric and that he knew what would be in Centric’s best interest now. Nor did it become clear that Sanderink had reflected on his own actions.
- In an earlier judgment, the Netherlands Enterprise Court had already suspended Sanderink as a director of Centric, appointed two temporary directors, and transferred all shares (indirectly) held by Sanderink in Centric, except for one, to a temporary administrator. In its judgment of 27 January 2023, the Netherlands Enterprise Court ruled that an investigation had to be carried out into the policy within Centric and its subsidiaries. Furthermore, the Netherlands Enterprise Court ruled that Sanderink’s last share will also have to be transferred for temporary administration. This is because the administrator was unable to get in touch with Sanderink for adopting resolutions outside a meeting, which leads to unnecessary delay within Centric. In addition, other parties involved in Centric also demand that Sanderink will no longer be involved in Centric in any way whatsoever. The administrator and the new board of Centric will keep Sanderink informed and answer any questions he may have. This is why the Netherlands Enterprise Court rules that Sanderink does not have a material interest in keeping the last share under his own management.