Most Dutch founders I know have never had to think about board governance at all. You start a BV, you're the director and shareholder, maybe you have some advisors, and that's it. Formal oversight structures like a supervisory board aren't really on the radar unless your company grows large enough to require one by law.
I never had to think about it either. When AppSignal raised its Series A from a US investor, the one-tier board was simply the default structure on the US side of the deal. I didn't pick it. But now that I'm on one, I've come to really appreciate the model.
What's the Difference?
For readers in Anglo-Saxon countries: the one-tier board is what you already know. It's the standard in the US and the UK. The two-tier system, which is common in Continental Europe including Germany, Austria, and the Netherlands, might be less familiar.
In the Netherlands, the default governance model for a BV or NV is the two-tier board. You have a management board that runs the day-to-day operations, and a separate supervisory board that oversees them. These are two distinct bodies. The supervisory board meets periodically, receives reports from the management board, and provides advice and oversight, by design at arm's length from the operation.
In a one-tier board, there's just one body. Executive directors handle the day-to-day, and non-executive directors sit on the same board. They don't join every weekly meeting the bestuur has, and in our case the board meets quarterly, but non-executive directors are formally part of the same body, and the model is specifically designed to give them a more active role in strategic discussions.
What I Value About It
After our Series A, I stayed on at AppSignal as Chief Customer Officer for close to a year. Late last year, I joined the board and stepped down from my operational role. I'm no longer part of the day-to-day, but I am still a shareholder and a board member, and I take that responsibility seriously, not just for myself but for the other shareholders whose interests I help represent.
I should be upfront: I have no experience with two-tier boards, so I can only compare based on how the law describes them and what I've read about the model. The two-tier system's clear separation between oversight and management has real value: it allows supervisory directors to assess management's decisions with distance and an independent perspective, which can actually be an advantage in high-stakes situations like M&A. There's a reason it's been the standard in the Netherlands for as long as it has. But what I've come to appreciate about the one-tier model is the proximity it gives me.
On a one-tier board, I feel close to the action. We still get presented with a slide deck, not direct access to every P&L line item, but as a non-executive director I'm part of the same body as the executives and engaging with the same strategic questions. That's what I value most: not that oversight is somehow better or worse in either model, but that the one-tier structure gives me a way to be actively involved as a non-executive.
That proximity matters. It matters when you have money at stake, but governance isn't just about protecting shareholders. Under Dutch law, supervisory directors and non-executive directors are required to serve the interests of the company as a whole, including employees and society. Under the structuurregime, the works council even has a binding right to recommend one third of the supervisory board or non-executive directors. Being closer to the action helps with all of that, not just the financial oversight.
Not Just for Venture-Backed Companies
I think the one-tier board deserves more attention from family businesses, too. The Netherlands has plenty of them, and many have grown to a size where formal governance makes sense or is even legally required under the structuurregime. The two-tier model is almost always the default choice, and I wonder how many of those companies were aware the alternative existed.
But think about what a family business often looks like: family members who are shareholders but no longer involved in the daily operation, alongside professional management that was brought in to run things. In a two-tier setup, those family shareholders typically end up on the supervisory board. In a one-tier board, they can sit alongside management as non-executive directors, as part of the same governing body. That's a meaningful difference when you're trying to protect a family legacy or navigate a generational transition.
Yes, Dutch Companies Can Do This
Here's something I didn't know until recently: Dutch BVs and NVs have been allowed to adopt a one-tier board structure since January 1, 2013. Over thirteen years now. The statutory basis was introduced through the Wet Bestuur en Toezicht, and it's right there in Book 2 of the Dutch Civil Code.
The legislature had two reasons for introducing it. The first was international competitiveness: the cabinet explicitly wanted to make the BV and NV more attractive for foreign parties, particularly from Anglo-Saxon countries where the one-tier model is the norm. The second was a growing concern about the information position of supervisory board members in the two-tier model. During the parliamentary debate, it was argued that commissarissen not only had access to less information than they needed, but often received it later, which limited their ability to exercise timely oversight. The one-tier board was designed to address both of those concerns. A 2017 evaluation by the University of Groningen, commissioned by the Dutch Ministry of Justice, confirmed that the law was working as intended.
And yet, as of the 2017 evaluation, only about 5% of Dutch BVs and NVs with any form of board oversight had chosen the one-tier model. The two-tier board remains the overwhelming default, and I suspect most founders have no idea the one-tier option even exists.
There is a trade-off worth knowing about: non-executive directors carry more liability than supervisory board members, because they're considered directors rather than external supervisors. But the benefits are real, especially for companies with shareholders who want to stay close to the business without being part of the operation. If you're setting up a BV, going through a governance overhaul, or thinking about what structure makes sense after bringing in outside capital, at least raise the one-tier option with your notary. You might be surprised at how well it fits.