Today we are discussing a ruling concerning, amongst other things, the dismissal of a co-founder and editor-in-chief of a broadcaster. An anonymous letter of complaint led to suspension, disciplinary action and dismissal – underpinned by two investigations which, in hindsight, proved to have been conducted with extreme negligence. Nevertheless, the dismissal stands. On 21 April 2026, the Court of Appeal in The Hague ruled that the dismissal of a statutory director cannot be reversed – but because there were no reasonable grounds for dismissal and the employer acted in a seriously culpable manner, the court awarded fair compensation of €100,000.
What happened?
The applicant was a co-founder and, from its establishment in November 2019, a director and chairman of ON!. In January 2022, he also joined the company as Managing Director/Editor-in-Chief under an employment contract. In April 2024, research agency PiC published another largely positive report on the working atmosphere: employees described the culture as informal and the management as approachable. Three months later, whilst the applicant was on a business trip to Spitsbergen, the Supervisory Board (RvT) received an anonymous letter of complaint. It alleged a culture of fear and retribution, as well as inappropriate behaviour, directed at him. Even before the applicant had been heard, the Supervisory Board informed the members’ council that it was considering suspension and dismissal.
ON! subsequently commissioned two investigations: an internal and an external one. A former presenter actively participated in the internal investigation as an interviewer – someone who had left ON! earlier that year following a conflict with the complainant, had co-authored the anonymous letter of complaint, and therefore had a clear interest in the complainant’s departure. She also submitted two statements of her own to the investigation without disclosing that they were from the same person. The draft report from the external investigation firm S-Vision was also submitted to her, after which she provided substantive comments on the conclusions. On 10 December 2024, the Supervisory Board decided to dismiss him, both as a director and as an employee.
The Court of Appeal’s ruling
The dismissal of a statutory director cannot be reversed under Article 2:37(6) of the Dutch Civil Code, unless there is a statutory prohibition on termination. The basic principle is that a valid dismissal decision under company law generally also entails termination of the employment contract – even in the case of the board of an association such as ON!. This follows from the so-called 15 April judgments of the Supreme Court (Eggenhuizen/Unidek and Bartelink/Ciris). The claimant invoked the prohibition on termination during illness and his alleged status as a whistleblower. Both claims failed.
The statutory prohibition on termination during illness did not apply, as the claimant had reached state pension age and had been ill for more than six weeks (Section 7:670(1)(a) of the Dutch Civil Code). Nor could a contractual prohibition on termination be accepted: the Supervisory Board’s decision to offer the claimant ‘equivalent sick pay’ related solely to continued payment of wages, not to a prohibition on termination. The claimant could not be regarded as a whistleblower, as the anti-Semitic and racist remarks he had raised were already well established in the public domain. His WhatsApp message to a Board of Trustees member was an internal administrative signal, not a disclosure of a new wrongdoing within the meaning of the Whistleblower Protection Act.
This meant the dismissal was final. Nevertheless, the court ruled that ON! had no reasonable grounds for dismissal and had, moreover, acted in a seriously culpable manner, so that fair compensation was due under Article 7:682(3) of the Dutch Civil Code.
The urgent letter could not justify the dismissal: the letter was also addressed to other directors and to the Supervisory Board itself, and the Supervisory Board had already communicated to the Members’ Council that it was seeking a way to part ways with the applicant, even before he had been heard. Nor could the investigations justify the dismissal. The internal investigation was exceptionally negligent: ON! failed to provide a consistent explanation for the reason behind it, and a plausible explanation for the fact that the PiC report from just a few months earlier had been positive – whilst the applicant’s conduct had not changed since then – was also lacking. Furthermore, a former presenter had acted as an interviewer whilst she herself was a complainant and had an obvious interest in the applicant’s departure; she had submitted two statements of her own in an unidentifiable form and had interfered substantively with the conclusions of the external report. ON! should have prevented any involvement on her part. Consequently, no value whatsoever could be attached to the content of either investigation.
ON!’s seriously culpable conduct lay in the fact that, without a prior discussion and without a specific incident giving rise to it, it had immediately moved towards dismissal. The Supervisory Board should have discussed the concerns raised in the urgent letter with the claimant and given him the opportunity to improve his conduct. The fact that this was neglected and that ON! deliberately steered the situation towards irreparably damaged relations was held heavily against it.
The fair compensation was set at €100,000 gross. In doing so, the Court of Appeal took as its starting point that the claimant would not accept employment elsewhere – ON! was his broadcaster, and that was the reason he was still working even after reaching retirement age. A reduction from the claimed amount of over €327,000 was nevertheless justified: given his age, the claimant had not been entitled to a transition payment for years, and the case file showed that both the then and current management and the Supervisory Board wished to pursue a different course. The Court of Appeal held that, at this stage, the employer simply had the freedom to pursue a different course than that envisaged by its founder.
Read the full judgment of the Court of Appeal here.
What does this mean in practice?
The dismissal of a statutory director is irreversible – but that does not mean the employer gets off scot-free. Anyone who dismisses a director without reasonable grounds or following seriously culpable conduct risks having to pay substantial equitable compensation. This judgment makes it clear that a person-centred investigation is only of value if it has been conducted carefully and independently. The involvement of a stakeholder in the conduct of the investigation or its conclusions may undermine the validity of the grounds for dismissal put forward. Discuss any concerns first with the director concerned, ensure a fair hearing, and do not proceed directly to dismissal without a specific incident giving rise to it. Anyone who fails to do so runs the risk that the court will deem this to be seriously culpable – and hold the employer liable for the consequences.
Are you, as a director or as an organisation, facing an (imminent) conflict regarding the performance or dismissal of a director? Please feel free to contact the employment lawyers at SPEE advocaten & mediation. We would be happy to advise you on your position and the steps to be taken.