Toezichtraad

Toezichtraad is a Dutch term referring to a supervisory board in various Dutch-speaking organizations. It denotes a governance body that provides oversight and guidance to the organization’s management, operating alongside or above the day-to-day executive layer. The exact role and powers of a toezichtraad are defined in an organization’s statutes or articles of association, and the term is most often encountered in contexts that use a two-tier governance structure, such as certain foundations, associations, and some corporations in the Netherlands and Flanders.

The primary responsibilities of a toezichtraad include monitoring the organization’s strategy and risk management, supervising financial reporting and internal controls, ensuring compliance with laws and regulations, and safeguarding the organization’s mission and core values. It typically oversees the integrity of financial statements, approves major policies and investments, and has a role in appointing, evaluating, and, where allowed by statute or by-laws, dismissing the executive management, such as the CEO or managing director. The toezichtraad may also oversee remuneration policy and approve annual budgets, within the scope set by its governing documents.

Composition and independence can vary. Members are often intended to be independent and come from diverse professional backgrounds; some organizations also include representatives of major stakeholders or employees, depending on the legal form and bylaws. Terms, rotation procedures, and the use of committees (for example, audit or remuneration committees) are typically defined in by-laws.

In practice, the toezichtraad functions as a check on management and as a link to stakeholders, without being involved in daily operations. Its exact powers and responsibilities are determined by the organization’s legal form and governing documents.