A practical handbook for Supervisory Directors of startups and scale-ups in The Netherlands

Wassenaar March 1, 2023 – What’s the role of the Supervisory Directors of a startup or scale-up and how proactive should they be? What to do when things go wrong and when to intervene? Sooner or later, such questions will arise in the management of young companies. In ‘Je kunt niet een beetje commissaris zijn, ook niet bij vroegfasebedrijven…‘, Handboek voor commissarissen van startups en scale-ups (216 p’s), Ilmar Hotsma describes which aspects and rules you must adhere to as a supervisory director of an early-stage company, including the liabilities that may follow for a director individually or for a Supervisory Board as a collective. This just published handbook is a practical ‘self-help book’ for questions that supervisory directors, directors and shareholders of startups and scale-ups may encounter.

Ilmar Hotsma wrote the handbook because it simply wasn’t there yet. In the book she uses many practical tools, examples, handy lists and questions & answers, avoiding legal language as much as possible. As complex issues don’t always have simple answers, she has also launched the website www.vroegefase.nl that will be updated regularly with new relevant information.

Problems due to (too) rapid growth?

In recent years, the importance of startups and scale-ups in the Netherlands has grown strongly and there are many initiatives to stimulate these young companies. In addition to creating a good environment for these companies to thrive in, it is very important that these companies are well managed. Moreover, should a Supervisory Board be appointed, it is crucial that the Board knows what to look out for and when to intervene.

Early-stage companies face different challenges than large – publicly traded – companies and will more often go through extreme highs and lows, labeled by judges as ‘red flag situations’. In these situations, the Supervisory Board is expected to go the extra mile to supervise properly. But even then, an early-stage company may still run into financial problems, go down in value, may no longer be able to pay suppliers, or will have to file for bankruptcy. These situations are precisely the triggers where a judge or bankruptcy trustee will look into the supervision by the Supervisory Board more closely (in hindsight).

Ilmar Hotsma: “Directors of early-stage companies face complex decision-making problems requiring quick answers. They are, for example, involved in attracting investors, internationalization, cost control, the exit of certain investors, rapid organizational changes, setting up a good back office or logistic systems, and all this probably all at the same time. The founder is often also director and has usually still an equity interest in the company. A supervisory director must have the courage to ask the right questions, but at the same time not get in the way of the entrepreneurial character of the early-stage company. The rapid changes these companies are going through, require supervisory board members to be agile.”

A Supervisory Board is generally not mandatory for early-stage companies, but is often requested by shareholders. This can lead to complicated situations.

The handbook is available at bol.com (www.bol.com/nl) and the Boekengilde (www.boekengilde.nl/boekenshop/?q=hotsma).

About the author

Ilmar Hotsma has a diverse background: legal, strategic, business development and investments. She has worked extensively with boards of directors and supervisory boards at both large companies (including Uniper/E.ON and KPN) and startups and, as a co-partner of Filsa bv, she is also closely involved in investments in startups and scale-ups. For example, Filsa was an investor in two scale-ups that were recently sold to large companies: Luxexcel to Meta and OneWelcome to Thales (www.filsa.nl). Ilmar Hotsma is also active as a mentor and coach at UtrechtInc. and NLGroeit.

Bibliographic data

Title: ‘Je kunt niet een beetje commissaris zijn, ook niet bij vroegfasebedrijven …’

Subtitle: Handboek voor commissarissen van startups en scale-ups

ISBN 9789464378351

Author: Ilmar Hotsma

Printing: BoekenGilde

Design and cover: Janse agency

Text editing: Tough text & creation

Number of pages: 193

Format: W170 x H240 mm portrait

Price: Euro 27,-

Publication date: February 21, 2023