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The assessment process for management board members and supervisory board members

Persons who determine the policy of an enterprise either solely or jointly or who supervise such policy must be proper and fit for the performance of their tasks. Persons nominated for these positions at a financial enterprise are assessed by the AFM and/or De Nederlandsche Bank (DNB) for propriety and fitness. This page sets out the steps of the AFM assessment process.

What can you expect?

The enterprise (hereinafter: ‘the applicant’) is responsible for nominating proper and fit candidates.

The AFM assesses whether a person is fit for the position on the basis of the Policy Rule on Fitness 2012 (Beleidsregel Geschiktheid 2012, only available in Dutch). Among other things, the AFM verifies this on the basis of a CV, references and a so-called fitness matrix (geschiktheidsmatrix). In addition, the candidate’s propriety must be beyond doubt. The AFM assesses this on this basis of the Financial Supervision Act (Wet op het financieel toezicht or ‘Wft’) and the Decree on Conduct of Business Supervision of Financial Undertakings under the Wft (Besluit Gedragstoezicht financiële ondernemingen Wft). On the basis of public and non-public sources, we verify that the propriety form has been completed fully and truthfully.

Step 1: notification of proposed appointment

If an enterprise wishes to appoint a person in charge of day-to-day policy, a supervisory board member or a co-policymaker, it must notify the AFM in advance (preferably to our AFM Portal).

The AFM will process the application as soon as the information is complete. The processing term is 6 to 8 weeks. The AFM will normally inform the applicant within 13 weeks of receipt of the complete application.

Step 2: review

Propriety

The assessment of the propriety form you have completed is a fixed part of the propriety review carried out by the AFM. The AFM requests information from (among others) DNB or other (non-Dutch) supervisors (for supervisory records), the National Public Prosecutor (for criminal records) and the Tax & Customs Administration (for tax-law records).

We also retrieve information from public sources such as the Chamber of Commerce and carry out a bankruptcy check (for financial records). In addition, the AFM uses internal supervisory information and records such as formal and/or informal supervisory measures, where applicable.

Fitness

In addition to assessing for propriety, the AFM also assesses you for fitness if you are to become a person in charge of day-to-day policy or a supervisory board member. On the basis of the information provided by the applicant, the AFM assesses the extent to which you are fit for the position to which the proposed appointment relates. Fitness means knowledge, competences and professional conduct. Your fitness will be evidenced by demonstrable work experience, among other things. We also review your education and competences. The assessment of your fitness is linked to your proposed position. This means that we take account of the specific position, the nature, scope, complexity and risk profile of the enterprise and (if applicable) the composition and operation of the board or other relevant corporate body as a whole.

References

We may contact the references cited by you for an interview by telephone. In some cases the AFM may request you to provide additional references.

Assessment interview

The AFM may invite you for an assessment interview in order to assess your propriety and/or fitness. Assessment interviews are conducted to supplement the information obtained on the basis of the file provided.

Pilot external experts

The AFM and DNB started a pilot involving the engagement of external senior experts in 2017. These experts contribute to the assessment on the basis of their professional experience and expertise. This input will be carefully considered in the AFM’s final decision making.

Step 3: decision

All the information provided and obtained will be included in the assessment of your propriety and fitness. You will be informed as soon as the AFM has reached a decision regarding the assessment of your propriety and fitness. The enterprise will be informed in writing in the event of a positive decision regarding your proposed appointment. If the proposed decision is negative, the AFM will contact both you and the applicant.

Step 4: appointment or rejection

Following a positive decision by the AFM you may be appointed to the proposed position and registered at the Chamber of Commerce.

If the AFM intends to reject your nomination, you and the enterprise will be given the opportunity to state your views on such intended decision. These will be considered by the AFM when reaching its final decision. If following your views the AFM’s final decision is negative, you may submit your objections to the decision to the AFM. If the objector wishes to state its views verbally, the hearing committee in the objection procedure will be chaired by an independent external chairperson. An appeal to the district court may be made against the ruling on the objection. Thereafter, a higher appeal may also be made against the ruling of the district court.

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