Area of expertise | Governance & Regulatory Oversight

Thuis Partners (TP) advises Boards of Directors (BoD) and Supervisory Boards on legal matters related to governance. This can involve resolving dilemmas regarding the application of relevant governance codes, drafting board regulations, or preparing sections of the annual report. We also assist in the legally sound formulation of decisions and provide guidance on liability-related questions. Often, we are closely involved in decision-making during crisis situations, acting as a trusted advisor to ensure the process is legally sound and strategically aligned.

Through our collaboration with the Institute for Corporate Governance and Innovation Policies, a research institute of Maastricht University, we are proud to contribute to the knowledge, expertise, and skills of supervisory board members in Limburg.

TP is frequently involved in the establishment of new businesses, particularly in the context of partnerships (public-private or otherwise) and joint ventures. It is crucial that governance structures are set up properly, aligning with the desires and legitimate interests of all parties involved. This includes matters such as voting rights, the powers of the board, and decisions that the board can only make with the approval of shareholders or the Supervisory Board. Companies may opt for a so-called one-tier board (where directors and supervisors are part of the same body) or the traditional Supervisory Board model. This process results in a comprehensive set of bylaws, shareholder agreements, board regulations, and voting agreements.

A Supervisory Board (RvC) may sometimes require independent legal advice, separate from the company’s or shareholders’ counsel. This is particularly important during major decision-making processes such as the sale of a business or a significant stake, during times of crisis, shareholder disputes, executive compensation matters, or when entering into or terminating a crucial contract. TP is experienced in providing this independent role. We serve as a trusted advisor to Supervisory Boards.

In the healthcare sector, the “Zorgbrede Governance” code plays a crucial role, particularly in relation to health insurers. It is essential that this governance code is adhered to. TP works with numerous healthcare institutions and has extensive experience advising on compliance with this code.

Historically, TP has supported both large and small housing corporations. We frequently provide advice on the application of the Governance Code for Housing Corporations.

TP serves as the in-house counsel for several prominent cultural institutions. As a result, we frequently advise Boards of Directors (BoD) and Supervisory Boards (SB) on the application of the Governance Code for the Cultural Sector. Drawing on our deep knowledge of the cultural industry, we often act as a sounding board for dilemmas and critical decisions. We document decisions and their rationale in writing and provide language for inclusion in the annual report.

The Governance and Supervision of Legal Entities Act (WBTR) was introduced on July 1, 2021. This law brings several important changes, particularly for foundations and associations. Key areas of impact include the structure of the Supervisory Board (RvC) and provisions regarding conflicts of interest. It also alters the regime surrounding director liability. TP has already assisted numerous foundations and associations with the implementation of this law and will continue to do so in the years to come.

TP has maintained a longstanding collaboration with the Institute for Corporate Governance and Innovation Policies (ICGI), a research school affiliated with the Faculty of Law at Maastricht University.

In 2014, TP hosted its first seminar for supervisory board members at the Hoofdwacht in Maastricht, initiated by our lawyers Dimitry Aertssen and Nico van der Peet. The event was an immediate success, and later that same day, the idea emerged to expand this seminar into a larger event in collaboration with several key partners. Since 2015, TP, together with Delfin Executives and our academic partner ICGI, has organized the Limburg Supervisory Board Day. This event attracts around 100-150 active supervisory board members from Limburg each year. In an inspiring setting, participants listen to keynote speakers, gain knowledge (with professional development points awarded in the afternoon), engage in discussions, and network with one another.

TP, together with Delfin Executives and ICGI, is the founder of the “Platform for Serving as a Supervisory Board Member.”