VAN DER VLIESISTOTER/LUBACH is not a subject we should discuss in a paper devoted to the ole of administrative aw in privatisation. The use of private legal ins ts per se is not a matter of adm instrative law. But it is obvious that the two ways are closely linked together in the sence that specific public law regulation is only appropriate when the reguar instruments of the private aw on legal persons are not sufficient. So since the two above mentioned ways ha ve to be regarded as complementary, we cannot do without any attention to the first way of influence Important to note is that the regulation of Ch 2 CC is mandatory. The fomal act, according to art.. Comptabiliteitswet, necessary for the govemment to found a company can theretically variate the system of the legal person, but in general it is accepted that the State as a founder of a public or private com pany has to stay within the limits of ch 2 Cc In this respect we have to focus on two important bodies: the shareholders meeting and the supervisory board. The first is common to both the public and private company. The ast is only optional for the regular public company and the private company, but obligatory for the statutory two-tier company(structuurvennootschap) Since major privatisations have taken place by founding a two-tier company the supervisory board is in this respect a common feature. A common way of exercising influence is to participate in the company as a shareholder. The State or other public authorities can participate as a shareholder and have the same powersas normal shareholders. In this respect it is noteworthy that every shareholder may look a fter his own interests. For any public authority this interest has to be the common interest of society. This implies that, where noma shareholders mostly are only interested in making profit on their shares, a public authority mostly will be interested in the companies activ ities and policy decisionsas such. In many cases this is reflected also in the fomulation of the goal or mission statement in the fomalact by which the company is founded. This makes it more important for the public authority than for other shareholders that he can exercise influence on the decision of the appointment of executive board members(art. 2: 132 CC)and on the decision making powers of the executive board, among others by reservation of the right of approval on certa in decisions or reserving the authority to give instructions(art. 2: 129 CC). These instructions however must not completely wipe out the descretion of decision -making the executive board normally has. Principally the power to give instruction cannot go further than for normal shareholders an can only be of a general nature. Instructions in concrete cases hamper the freedom to exercise the decision-making power of the executive board to much. Instructions of the shareholders meeting can only relate to more general aspects of the companies policy on financal, social economic and human resources Secondly represention of an administrative authority in the supervisory board an be an important method of influencing the policy of the decides on the annual account and has the right of approval of a number of executive decisions as stated in art. 2: 164 BW(a0. financal structure company. This is especially the case in the statutory two-tier company, where the supervisory board the authority to appoint the executive board, of the company, cooperation, investments, changes in the articles of association) Art 2: 158 par 12 Bw gives the opportunity that the articles of assocationVAN DER VLIES/STOTER/LUBACH 8 is not a subject we should discuss in a paper devoted to the role of administrative law in privatisation. The use of private legal instruments per se is not a matter of adminstrative law. But it is obvious that the two ways are closely linked together in the sence that specific public law regulation is only appropriate when the regular instruments of the private law on legal persons are not sufficient. So since the two above mentioned ways have to be regarded as complementary, we cannot do without any attention to the first way of influence. Important to note is that the regulation of Ch.2 CC is mandatory. The formal act, according to art. . Comptabiliteitswet, necessary for the government to found a company can theretically variate the system of the legal person, but in general it is accepted that the State as a founder of a public or private company has to stay within the limits of Ch 2 CC. In this respect we have to focus on two important bodies: the shareholders meeting and the supervisory board. The first is common to both the public and private company. The last is only optional for the regular public company and the private company, but obligatory for the statutory two-tier company (structuurvennootschap). Since major privatisations have taken place by founding a two-tier company the supervisory board is in this respect a common feature. A common way of exercising influence is to participate in the company as a shareholder. The State or other public authorities can participate as a shareholder and have the same powers as normal shareholders. In this respect it is noteworthy that every shareholder may look after his own interests. For any public authority this interest has to be the common interest of society. This implies that, where normal shareholders mostly are only interested in making profit on their shares, a public authority mostly will be interested in the companies activities and policy decisions as such. In many cases this is reflected also in the formulation of the goal or mission statement in the formal act by which the company is founded. This makes it more important for the public authority than for other shareholders that he can exercise influence on the decision of the appointment of executive board members (art. 2:132 CC) and on the decision making powers of the executive board, among others by reservation of the right of approval on certain decisions or reserving the authority to give instructions (art. 2:129 CC). These instructions however must not completely wipe out the descretion of decision-making the executive board normally has. Principally the power to give instruction cannot go further than for normal shareholders an can only be of a general nature. Instructions in concrete cases hamper the freedom to exercise the decision-making power of the executive board to much. Instructions of the shareholders meeting can only relate to more general aspects of the companies policy on financial, social economic and human resources issues. Secondly represention of an administrative authority in the supervisory board can be an important method of influencing the policy of the decides on the annual account and has the right of approval of a number of executive decisions as stated in art. 2:164 BW ( a.0. financial structure company. This is especially the case in the statutory two-tier company, where the supervisory board the authority to appoint the executive board, of the company, cooperation, investments, changes in the articles of association). Art 2:158 par 12 BW gives the opportunity that the articles of association