2.1. One-tier, two-tier and possible further models The historical starting point of corporate governance in most countries has been the one-tier model, i.e. the model with a single board of directors. However, some early compa-nies also had a two-tier structure: for example, it is said the Dutch East India Company. A one-tier model has only one body instead of two separate ones. This body consists of executive directors and non-executive directors. The executive directors are in charge of the daily management, but will be supported intensively by the non-executive directors. It is even possible to assign certain board’s duties to a non-executive.
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In the two-tier system (dualistic governance model), there is a separation between management and supervisors. The board is responsible for the day-to-day management of the company. A separate supervisory board supervises the management. Most private limited and public limited companies in the Netherlands (bv and nv) have a two-tier board.. As shown in Fig. 1 the one tier board is appointed directly by the general shareholder meeting that makes it the fundamental corporate body for company operation. The position and the importance of the board in the one tier system is also reflected in its role, tasks, and duties referring to protecting shareholder interests and creating long-term sustainable firm value.
