What steps can I take as a Dutch shareholder if I suspect a board member's conflict of interest breached the Corporate Governance Code?

General meeting rights. You can use the general meeting to ask questions, request explanations about any conflict of interest or related-party benefit, and exercise your voting rights. Depending on the articles of association and the allocation of powers, this can include decisions on the appointment, suspension, or dismissal of directors, and the approval of matters reserved to shareholders.
Ondernemingskamer (Enterprise Chamber). If there are well-founded reasons to doubt proper management, shareholders who meet the statutory threshold (sometimes alone, often together with other shareholders) can start an inquiry procedure. In urgent situations, you can also request immediate interim measures, such as suspending or appointing directors, to stabilize governance.
Claims and liability. Director liability claims are typically pursued by the company itself rather than by an individual shareholder, unless you suffered personal and separate damage. Often, the practical route is to push the company to act via shareholder governance tools or the Enterprise Chamber route.
Legal representation. You do not need a lawyer to exercise general meeting rights.
Court proceedings, including proceedings before the Ondernemingskamer, generally require Dutch legal representation (a Dutch advocaat) in practice.
Good luck!
Tom Meevis
Attorney-at-law at Law & More

A suspected conflict of interest can first be addressed at shareholder level. In the general meeting, shareholders may question the board about the transaction concerned, request clarification on any personal interests involved and use their voting rights. Shareholders also have the power to decide on matters such as the appointment, suspension, or removal of directors or to approve transactions reserved to the general meeting.

If the issue is serious and suggests broader mismanagement, shareholders who meet the legal requirements can ask the Ondernemingskamer to investigate the company. That procedure allows the court not only to order an investigation, but also to impose measures. For example by temporarily suspending directors or appointing independent managers.

Claims for mismanagement or breach of duty are, as a rule, brought by the company itself, since the harm is suffered at corporate level. Individual shareholders can pursue claims only where they have incurred distinct personal damage. In practice, shareholders therefore often rely on governance rights or the inquiry procedure to trigger corrective action.

Legal representation is not formally required to exercise rights in the general meeting, but in cases involving conflicts of interest it is often essential to obtain legal advice to act effectively. Court proceedings, including those before the Ondernemerskamer are complex and in practice require representation by a Dutch-qualified attorney. Forsyte Advocaten