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What to do when the board isolates you?

Geplaatst:

Mark222

Hi,

I'm a minority shareholder in a Dutch organization. The board consists of 3 members. During the summer of 2024, after I announced to my co-founders in an informal way that I wanted to leave the company, there have been reports of transgressive behaviour in the organization, directed both to three of our employees at the time and to one of our "end customers".

The abuser was one of the board members. I got to know about these behaviors from the employee I cooperated with the most in the company: as soon as the news reached me, I offered support and tried to paint the whole picture. I updated the other board member, who was present personally at the event where these abuses have been first reported. My employees told me his reaction was not what they had expected but initially I trusted his goodwill in coming to a resolution. I was not present during any of the abuse because I worked remotely on other company activities.

During the six months after the initial report, I kept faith in his interest to investigate internally what had happened. I allowed him time to confront the abuser, giving him the benefit of the doubt. With time, however, it was clear he had no interest in doing that. An external investigation with a confidential counselor was started by him only after our business partner got to know about the incidents through my goodbye e-mail. Here it's worth mentioning that:

  • it took the organization two days to delete my goodbye e-mail;

  • meanwhile I had received an unfriendly call to invite me "to delete it, it's not beneficial for any of us";

  • it eventually took 7-8 months for any steps in my dismissal to happen;

Fast forward to today and the investigation with the counselor is still ongoing: I've asked to be involved in the design process of any measures to prevent, mitigate and resolve such behaviors. I am not getting any updates from the board member who commissioned the investigation with the counselor. I want to stay involved with the process. The counselor won't update me directly because he is bound by contract to update only the commissioning party.

How should I behave in this situation? My biggest fear is that the intention is for everything to be swept under the carpet as soon as I formally leave. I feel betrayed.

Kind regards,

Mark

aangepast door Mark222

Featured Replies

Geplaatst:

Joost Rietveld

  • Moderator

Welcome Mark,

I understand that you are on your way out as a shareholder and as a director.

What steps have been taken with regards to your exit?

Have you made statements that can't be explained other than you leaving the company is about to be a done deal?

Are the victims unable to fend for themselves?

Fiscaal en juridisch advies en expertise bij bedrijfsoverdrachten en rechtsvormkeuze of -wijziging: DenariusAdvies

Geplaatst:

S_GL___

I have attended a decent number of workshops at the SER. Though all in Dutch, I expect the below information will prove helpful in your situation as it discusses the topic in depth. Nr. 3 of the below URLs seems most relevant to your question

https://www.ser.nl/nl/actueel/nieuws/lancering-dossier-grensoverschrijdend-gedrag

https://www.ser.nl/nl/thema/arbeidsomstandigheden/dossiers/grensoverschrijdend-gedrag

https://www.ser.nl/nl/actueel/nieuws/gesprek-ongewenste-omgangsvormen-werk

https://www.ser.nl/nl/actueel/nieuws/terugblik-webinar-veilige-werkcultuur

Geplaatst:

Mark222

  • Auteur
3 hours ago, Joost Rietveld said:

Welcome Mark,

I understand that you are on your way out as a shareholder and as a director.

What steps have been taken with regards to your exit?

Have you made statements that can't be explained other than you leaving the company is about to be a done deal?

Are the victims unable to fend for themselves?

Hello Joost, thank you.

Correct, I'm on my way out. At the moment there is a share transfer agreement ready to be signed to finalize my exit. I don't want to sign it until, at least,l the investigation is over.

I don't understand your second question but I did discuss with my co-founder possible outcomes of this scenario back in December. They were multiple and open-ended, ranging from a comeback of mine, the dismissal of the abuser, to the full closure of the company.

The victims took time to unite and realize what they have been through: technically they have defended themselves, however when the behaviour reached the "end customers" they rang the bell.

Geplaatst:

Mark222

  • Auteur
1 hour ago, S_GL___ said:

I have attended a decent number of workshops at the SER. Though all in Dutch, I expect the below information will prove helpful in your situation as it discusses the topic in depth. Nr. 3 of the below URLs seems most relevant to your question

https://www.ser.nl/nl/actueel/nieuws/lancering-dossier-grensoverschrijdend-gedrag

https://www.ser.nl/nl/thema/arbeidsomstandigheden/dossiers/grensoverschrijdend-gedrag

https://www.ser.nl/nl/actueel/nieuws/gesprek-ongewenste-omgangsvormen-werk

https://www.ser.nl/nl/actueel/nieuws/terugblik-webinar-veilige-werkcultuur

Thank you! Some preventive measures will be set in place through the advice of the confidential counsellor!

Geplaatst:

Joost Rietveld

  • Moderator
12 minuten geleden, Mark222 zei:

I don't understand your second question but

This has to do with your (remaining) influence as a shareholder or director. The shareholders meeting and board of directors are less likely to grant you any authority if your are on your way out.

If your share is at least 10% then usually you'll be able to call for a shareholders meeting and put this topic on the agenda

Fiscaal en juridisch advies en expertise bij bedrijfsoverdrachten en rechtsvormkeuze of -wijziging: DenariusAdvies

Geplaatst:

Mark222

  • Auteur
2 minutes ago, Joost Rietveld said:

This has to do with your (remaining) influence as a shareholder or director. The shareholders meeting and board of directors are less likely to grant you any authority if your are on your way out.

I see, well I'm at 27% (others 33% and 40%). We were "friends" when starting the company, might try to get a shareholders meeting though!

Geplaatst:

Joost Rietveld

  • Moderator

This helps. So it's unlikely that a shareholders meeting will help, other than that there will be a written record of what happened.

Is there an appointed trustee, a personnel handbook with guidelines on indecent behavior, and repercussions?

Fiscaal en juridisch advies en expertise bij bedrijfsoverdrachten en rechtsvormkeuze of -wijziging: DenariusAdvies

Geplaatst:

Mark222

  • Auteur

The written story is being built with the testimonials given to the counselor.


We didn't have any such guidelines and we had a couple of advisors, however they were in close relationships only with the majority shareholder. I'd like to stay up-to-date with the developments also to understand what needs to be implemented to avoid similar incidents

With hindsight, there were decisions taken by the two of them that are highly debatable in light of the current things. For example, have we hired because we really needed employees or just victims?

I'm not afraid to go against the current, however I hardly know in which direction to swim.

Geplaatst:

Joost Rietveld

  • Moderator

Given that you are on your way out and are up against majority vote, it seems unlikely that you'll be able to make an impact by staying a shareholder and/or director.

The only way I can think of is to find out if any laws were broken

Fiscaal en juridisch advies en expertise bij bedrijfsoverdrachten en rechtsvormkeuze of -wijziging: DenariusAdvies

Geplaatst:

Mark222

  • Auteur

Understood, any pointers towards areas of law to look into?
I can think of governance ones, because if the majority of the board agreed to such acts, it's clearly morally and professionally wrong.

Geplaatst:

Joost Rietveld

  • Moderator

I was aiming at the acts of transgressive behavior themselves

Fiscaal en juridisch advies en expertise bij bedrijfsoverdrachten en rechtsvormkeuze of -wijziging: DenariusAdvies

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