You are working for the Board of Directors from a listed company. For its Board of Supervisors there will be a vacant position as the term of office will expire soon. For the
application and search of candidates a head hunter will be hired.
After two weeks, the head hunter provides in an e-mail to the Board of Directors a long list with names. As you always manage the incoming mails you also read this e-mail to the CEO. One of these names attracts your attention. Some fifteen years ago you were working in a company of which a director of that name left due to fraud. This misconduct was covered up and his resignation was announced without fanfare within the company; however, it was understood that he was given a “golden parachute”.
In one of the next meetings of the Board of Supervisors and Board of Directors, of which you take the minutes, again the names of the long list were reviewed and discussed including some background information about the candidates. This confirms the suspicion you had that the name you have seen was the previous director in your former job.
What should you do?
Advice
Theory
In The Netherlands, Supervisory directors are appointed upon proposal by the supervisory directors by the general meeting of shareholders. This general meeting of shareholders as well as the Works Council can recommend persons for the application of supervisory director. One third of the supervisory directors needs to agree to the candidate that has been recommended by the Works Council, unless the Board of Supervisors really has objects to this recommendation.
Practice
Your knowledge of the way one of the candidates has resigned his former function is prejudicial. Your formal role now is taking the minutes of the meeting. It does not seem sensible to mention your doubts about this person. However, if this person will be appointed this may be ethically uncomfortable for you. It is advised to speak to your CEO and the Supervisory Board chairman after the meeting in a confidential setting.
