إقالة مدير مؤسسة خيرية: متى تكون غير قانونية؟

The dismissal of a foundation director is unlawful under Dutch law when there is no reasonable ground for it, but the court cannot reinstate the director; it can only award fair compensation (تعويض عادل). A ruling of the Rotterdam District Court of 29 June 2026 (ECLI:NL:RBROT:2026:7443) shows how far that compensation can go: €400,000 gross, plus a rectification, for the dismissed director of Stichting Nederlands Fotomuseum.

This article explains the legal position of a statutory director, what the court weighed in this case, and what directors and supervisory boards should check.

What happened in the Fotomuseum case?

The director had led the Nederlands Fotomuseum in Rotterdam since 15 November 2018. In the summer of 2025 de Volkskrant announced a critical article about the working culture, after which the Supervisory Board (منصة الاشراف) suspended her.

She had to hand in her keys, lost access to her mailbox and was barred from contacting staff. On 18 July 2025 the Supervisory Board decided to dismiss her, citing social unsafety, a culture of fear and failure to inform the board properly. The employment ended on 1 October 2025.

What is the legal position of a statutory director?

A statutory director usually has two legal relationships with the organisation: a corporate position as director and an employment contract. A valid dismissal as director generally also ends the employment contract.

Under Article 7:671(1)(e) of the Dutch Civil Code (BW), the employer does not need the director’s consent or a UWV permit or court order to give notice. The termination still requires a reasonable ground under Article 7:669 BW.

For foundations, Article 2:298a(1) BW provides that the court cannot restore the employment contract with a director. Protection therefore comes down to two questions: was there a reasonable ground, and if not, what compensation is appropriate? Under Article 7:682(3)(a) BW, the court can award fair compensation where notice was given without a reasonable ground.

Why was there no reasonable ground for dismissal?

The court found that neither a seriously disrupted working relationship nor other circumstances justifying dismissal (the g- and h-grounds of Article 7:669(3) BW) had been established. Social unsafety caused by the director had not been shown, and she had not misinformed the board.

The director pointed to six external investigations over the preceding years, including Berenschot reports and a visitation committee report, which the board did not dispute. The court found the board’s own investigation and the later Unravelling report, carried out after the dismissal, insufficiently objective and poorly substantiated.

The board had also never raised these concerns with her. Its annual reports praised her performance, and the only performance review, in 2021, was positive. The court expected the board to raise concerns first and, where needed, try to repair the relationship, for example through mediation.

When is a dismissal seriously culpable?

Serious culpability (ernstig verwijtbaar handelen) is a separate test from the absence of a reasonable ground. It concerns the employer’s conduct and weighs heavily in the amount of compensation.

The court found the Supervisory Board seriously culpable because of the abrupt suspension without prior discussion, the denial of mailbox access that prevented a proper defence, the careless and non-independent investigation, and the board’s public communication about the dismissal, including a push message to about 130 subscribers.

How was the fair compensation calculated?

Because reinstatement was excluded, the court could only award fair compensation. In New Hairstyle (ECLI:NL:HR:2017:1187) the Supreme Court held that fair compensation is not punitive; the court may consider how long the employment would probably have lasted and the consequences of the dismissal.

Here the court took into account that the director had not found a comparable position and the seriousness of the board’s conduct. It awarded €400,000 gross, roughly two years’ salary. Our article on التعويض العادل في قضايا الفصل من العمل explains the factors in general.

لماذا اضطر المتحف إلى نشر بيان تصحيحي؟

The board had publicly accused the director of withholding information and of failing to ensure a safe workplace, without a proper basis. The court ordered a rectification to the same media and the same group of current and former staff.

Non-compliance carries a penalty payment (دوانغسوم) of €5,000 per day, up to €100,000. A rectification is reputational redress, separate from the compensation.

Do the same rules apply to directors of a BV or NV?

Partly. Book 2 BW contains comparable rules for directors of a BV and NV, and Article 7:671(1)(e) BW applies to them as well, but the details differ by legal form.

For a BV or NV, the dismissal decision is taken by the general meeting or, in some companies, the supervisory board. A director must be given the opportunity to be heard before that decision. Check the articles of association and the employment contract for the specific rules.

ما الذي يجب عليك التحقق منه كمخرج؟

• Whether you were told the specific allegations and had a genuine chance to respond before the decision.
• Whether you have access to your mailbox and the documents you need for your defence.
• Whether the investigation the board relies on was independent and heard both sides.
• Whether earlier performance reviews and annual reports contradict the allegations.
• Whether public statements about your dismissal are factually correct, with a view to a rectification claim.
• The deadline: a request for fair compensation must be filed within two months after the employment ends (Article 7:686a(4) BW).

What should you check as a supervisory board?

• Whether concerns were raised with the director in good time and documented.
• Whether any investigation is carried out by an independent party, with the director heard on the findings.
• Whether a suspension is necessary and proportionate, and whether the director keeps access to relevant information.
• Whether the dismissal decision follows the procedure in the articles of association.
• Whether external communication is restrained and factual while the process is ongoing.

What can we do for you with the dismissal of a director?

محامو الفصل من العمل advise both directors and supervisory boards; see also our إرشادات قانون الشركات ونظرتنا العامة على قانون التوظيف.

• We review the suspension or dismissal decision and the underlying investigation.
• We prepare the director’s response at the hearing before the dismissal decision.
• We calculate a realistic fair compensation claim and file it with the subdistrict court within two months.
• We claim a rectification where public statements are inaccurate.
• For supervisory boards, we set up a careful process from the first concerns to the decision.
• We negotiate a settlement agreement as an alternative to proceedings.

ملخص

• A foundation director cannot be reinstated by the court (Article 2:298a(1) BW); the remedy is fair compensation.
• Dismissal still requires a reasonable ground under Article 7:669 BW.
• In ECLI:NL:RBROT:2026:7443 the court found no reasonable ground and serious culpability, and awarded €400,000 gross plus a rectification.
• The board’s main mistakes were an abrupt suspension, a one-sided investigation and public statements without basis.

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