BY WHOM MAY SUPERVISORY DIRECTORS BE REPRESENTED UNDER THE LAWS OF ARUBA?
Only a supervisory director may represent the same
Aruban law does not entail any provision regarding the representation of supervisory directors of a limited liability company (‘NV’). Also, the representation of managing directors is not specifically laid down in Aruban law.
As the management board and the supervisory board are to a certain extend comparable, and as legal literature sheds insufficient light on the representation of supervisory directors, it is my view that one should look at what influential leading authorities on corporate law say on the representation of managing directors.
My conclusion is that these authorities share the view that only a managing director may represent another managing director in a meeting of the management board, and only then when the one who is being represented is not able to attend this meeting himself. This conclusion, in my view, also applies to the representation of the supervisory directors.
Karel Frielink
Attorney (lawyer) / Partner
