MEINEMA responsible for the exercise of their powers. Thus, being a director implies being able to participate in the decision-making of the respective board. 6 The articles may alloca te more than one vote to a director indicated by name or function, prov ided that his votes do not exceed the joint votes of the other directors(art. 2: 129/239 Bw) Furthermore, the supervisory board may have one or more delegated members, whose special assignments must appear from the articles, e.g. increased supervision and consultation tasks. The supervisory board nevertheless remains responsible as a collective b Dutch corporate law does not recognize an accounting organ within the company. A company has to submit its annual account for investigation to an externalaccountant The accountant subm its the outcome of his investigation to the rgan which is to adopt the account. Conclusion There is a sharp contrast between the perceived manda tory nature of Dutch corporate which merely provides for a fomal criterion to distinguish mandatory from.\25 bw law and its de facto permissive effect. This seems to be caused by art. 2 visions. Until recently, the prior ministerial approval set the limits as to the compatibility of the articles of assocation with the statutory provisions. Now the approval is no longer necessary, it is uncertain in which way this will affect the te aw. In my v the articles of association on the one hand must be counterweighted by more em phasis on the ratio of the mandatory rules on the other hand Shareholder agreements have become an useful tool for completing the structure and organization of private companies. Although the lim its placed by te lay a in unclear. sharehold gaining legal status in corporate law, lately in the fom of tortuous liability. This increasing influence of shareholder agreements on the company organisation must, in my opinion, a Most inevitably lead to the submission of the agreements in content rate la Handboek, o.c., nr 233. ASSER- MAEIJER, oC, nr. 303 DUMOULIN, O.C. P 231 ff. See abso Hoge Raad 15 July 1968, Nederlandse urisprzdentie 1969, 101(Wijsmuller) 2. Cf. ASSER-MAEDER, o.c., nr 345. VAN SCHILFGAARDE, o c, nr 70 14MEINEMA 14 responsible for the exercise of their powers. Thus, being a director implies being able to participate in the decision-making of the respective board.61 The articles may allocate more than one vote to a director indicated by name or function, provided that his votes do not exceed the joint votes of the other directors (art. 2:129/239 BW). Furthermore, the supervisory board may have one or more delegated members, whose special assignments must appear from the articles, e.g. increased supervision and consultation tasks. The supervisory board nevertheless remains responsible as a collective.62 Dutch corporate law does not recognize an accounting organ within the company. A company has to submit its annual account for investigation to an external accountant. The accountant submits the outcome of his investigation to the organ which is to adopt the account. 7 Conclusion There is a sharp contrast between the perceived mandatory nature of Dutch corporate law and its de facto permissive effect. This seems to be caused by art. 2:25 BW, which merely provides for a formal criterion to distinguish mandatory from enabling provisions. Until recently, the prior ministerial approval set the limits as to the compatibility of the articles of association with the statutory provisions. Now the approval is no longer necessary, it is uncertain in which way this will affect the mandatory nature of Dutch corporate law. In my view, more freedom in stipulating the articles of association on the one hand must be counterweighted by more emphasis on the ratio of the mandatory rules on the other hand. Shareholder agreements have become an useful tool for completing the structure and organization of private companies. Although the limits placed by mandatory corporate law remain unclear, shareholder agreements are gradually gaining legal status in corporate law, lately in the form of tortuous liability. This increasing influence of shareholder agreements on the company s organisation must, in my opinion, almost inevitably lead to the submission of the agreements in content and effect to the ratio of mandatory corporate law provisions. 61. Handboek, o.c.,nr. 233. ASSER-MAEIJER, o.c., nr. 303. DUMOULIN, o.c., p. 231 ff. See also Hoge Raad 15 July 1968, Nederlandse Jurisprudentie 1969, 101 (Wijsmuller). 62. Cf. ASSER-MAEIJER, o.c., nr. 345. VAN SCHILFGAARDE, o.c., nr 70