On 29 June 2026 the Rotterdam District Court ruled that Stichting Nederlands Fotomuseum acted seriously culpably in dismissing its director, Birgit Donker. The museum must pay her fair compensation of €400,000 gross and must also publish and distribute a rectification. The ruling, ECLI:NL:RBROT:2026:7443, is particularly instructive because it illustrates how Dutch dismissal law operates for a statutory director when reinstatement is not an available remedy, and what that means for the diligence required from a supervisory board.
What happened
Birgit Donker had served as director of the Nederlands Fotomuseum in Rotterdam since November 2018. In the summer of 2025 the newspaper de Volkskrant announced a critical article about the working culture at the museum, accusing her of narcissism, toxic management and a climate of fear. Shortly afterwards the Supervisory Board suspended her based on internal signals. She had to hand in her keys immediately, lost access to her email, and was barred from contacting staff.
On 18 July 2025, during a board meeting, Donker was dismissed. The Supervisory Board cited social unsafety and a culture of fear caused by her leadership style, and claimed she had failed to adequately inform the board about staff turnover and safety concerns.
The special legal position of a statutory director
To understand this ruling, it helps to first set out the special legal position of a statutory director. A director has a dual legal relationship with the legal entity: a corporate or foundation law position as director, and, typically, an employment agreement alongside it. Case law establishes that a valid dismissal from the director role generally also terminates the employment agreement. However, that dismissal from the director role must itself satisfy the applicable corporate or foundation law requirements, and the termination of the employment agreement independently requires a reasonable ground for dismissal under Section 7:669(1) of the Dutch Civil Code, which provides that an employer may terminate the employment agreement if there is a reasonable ground for doing so and redeployment within a reasonable period is not appropriate.
For directors of a foundation, an important restriction has applied since the introduction of the Management and Supervision of Legal Entities Act. Section 2:298a(1) of the Dutch Civil Code expressly provides that a court cannot order the restoration of the employment agreement between a foundation and its director. This is a narrower and more precise rule than the idea that the dismissal decision itself cannot be reviewed. The dismissal from the director role can, in principle, stand, but the employment law consequence of that decision, namely the end of the employment agreement, cannot be undone by the court. Section 7:671(1) of the Dutch Civil Code aligns with this by exempting the usual consent and approval requirements for termination for a director whose reinstatement under Book 2 of the Civil Code is not available.
The result is that employment law protection for a foundation director is necessarily concentrated on two questions: whether a reasonable ground for dismissal existed, and if not, what financial compensation is appropriate. Section 7:682(1) of the Dutch Civil Code allows the court to award fair compensation in that situation. This distinction between the absence of reinstatement as a remedy on one hand, and the compensation route on the other, lies at the heart of this case.
Why there was no reasonable ground for dismissal
The court first examined whether a reasonable ground for dismissal existed, and concluded that it did not. Six external investigations carried out over the preceding years, including reports by Berenschot, a visitation committee of the Ministry of Education, Culture and Science, and an external confidential adviser, produced no evidence of structural social unsafety. The two investigations the board relied on for the dismissal decision, its own internal inquiry and a report by agency Unravelling, were found by the court to lack objectivity and adequate substantiation. They relied largely on anonymous, untested statements and were, moreover, conducted only after the dismissal.
The claim that Donker had misinformed or insufficiently informed the board also failed. The court noted that the board itself had never raised critical questions over the years and had consistently praised her performance in its annual reports. Only one performance review took place, in 2021, and it was positive. The court held that, to the extent concerns did exist, they did not, in the given circumstances, amount to a reasonable ground for dismissal. The board should have been expected to raise those concerns with the director first and, where necessary, attempt to repair the relationship, for example through mediation.
Serious culpability: a separate test
Alongside the question of whether a reasonable ground for dismissal existed, the court had to separately assess whether the board had acted seriously culpably. This is an independent test that determines the level of fair compensation and does not automatically follow from the mere absence of a reasonable ground. In this case, the court did find serious culpability, based on a series of distinct circumstances: the abrupt suspension without any prior conversation or explanation, the continued denial of access to her mailbox which prevented Donker from properly defending herself, the careless and non-independent manner in which the board’s own investigation was conducted, and the way the board announced the dismissal publicly. The court noted that it could not be excluded that the damaging article in de Volkskrant played a significant role in the dismissal and gave the board reason to distance itself from the director publicly.
The compensation award
Because reinstatement of the employment agreement is legally unavailable for a foundation director, the court could only award fair compensation. According to settled case law of the Dutch Supreme Court, the purpose of such compensation is ultimately to compensate the employee for the employer’s serious culpability, with the amount set at a level that reflects the exceptional circumstances of the case. Lower courts have further developed this for statutory directors by reference to factors such as the hypothetical remaining duration of the employment relationship, the prospects of finding other work, loss of income, potential pension damage, and, importantly, the fact that returning to the role is not an available remedy.
In this case, the court took into account an expected remaining employment duration of at least two years, the fact that Donker has not since found a comparable position, and the seriousness of the board’s culpable conduct. This resulted in an award of €400,000 gross, roughly two years’ salary.
Rectification as reputational redress
The obligation to publish a rectification should not be viewed as an additional sanction alongside the compensation award, but as an independent and legally grounded form of reputational redress. Its basis lies in Section 6:167(1) of the Dutch Civil Code, which allows a court to order a party liable for an inaccurate or misleadingly incomplete publication of factual information to publish a rectification. In this case, the board had publicly and in detail accused the director of repeatedly withholding and misrepresenting information, while the court found no proper basis for that accusation. The rectification corrects that inaccurate impression toward the same media outlets and the same group of current and former staff who had earlier been confronted with the allegations. The penalty attached to compliance with the rectification order is based on Sections 611a and 611b of the Dutch Code of Civil Procedure.
Practical implications
This ruling fits within a broader line of case law on the dismissal of statutory directors. Because reinstatement is not an available remedy, judicial review centres on whether a reasonable ground for dismissal existed and on the diligence of the process leading up to it. A supervisory board considering the dismissal of a director would be well advised to raise performance concerns directly and in good time, to ensure any investigation is conducted independently and on a proper evidentiary basis, to give the director access to relevant information and a genuine opportunity to respond, and to exercise restraint in external communication while the outcome of the process remains undecided. Failing to do so risks not only that the dismissal will not hold up, but also a significant fair compensation award and a rectification obligation.
Frequently asked questions
What is fair compensation under Dutch employment law?
Fair compensation is a form of damages a court can award under Section 7:682(1) of the Dutch Civil Code when an employer has acted seriously culpably in connection with the dismissal of a director. There is no fixed formula. The Dutch Supreme Court has held that the court must reflect the exceptional circumstances of the case, including the expected remaining duration of the employment relationship and the consequences of the dismissal for the employee.
Why could the director not be reinstated?
Section 2:298a(1) of the Dutch Civil Code provides that a court cannot order the restoration of the employment agreement between a foundation and its director. This concerns specifically the restoration of the employment agreement, not the underlying dismissal decision from the director role itself. Because reinstatement is excluded, the court can only award fair compensation in the event of an unlawful dismissal.
Is the absence of a reasonable ground the same as serious culpability?
No, these are two separate tests. The absence of a reasonable ground means the termination did not meet the statutory standard under Section 7:669 of the Dutch Civil Code. Serious culpability is a more severe and independent qualification of the employer’s conduct, which determines the level of fair compensation. In this case both were present, but that will not always be so.
What were the Supervisory Board’s main mistakes?
The board based the dismissal on investigations that lacked objectivity and proper substantiation, denied the director access to her email so she could not properly defend herself, made no effort to repair the working relationship, for example through mediation, and communicated negatively and in detail about the dismissal to the media without regard for the consequences for the director.
Why did the museum have to publish a rectification?
The rectification obligation is based on Section 6:167(1) of the Dutch Civil Code. Because the board had publicly created the inaccurate impression that the director had failed to ensure a safe working environment and had withheld information, while the court found no proper basis for that impression, this had to be corrected toward the same media outlets and stakeholders.
What can supervisory boards learn from this ruling?
Concerns about performance or leadership style should be raised directly and in good time with the director. Any investigation into alleged dysfunction should be independent and carefully conducted, preferably by an external and impartial agency with a proper evidentiary basis, and the individual concerned should be given a genuine opportunity to respond with knowledge of the specific allegations.
Does this ruling also apply to directors of other legal entities, such as a BV?
The exclusion of reinstatement discussed here is specifically set out for foundation directors in Section 2:298a of the Dutch Civil Code. Directors of a BV or NV are subject to partly similar but not identical rules on dismissal and reinstatement. For a specific situation, it is advisable to seek legal advice.
If you are involved in a dispute over the dismissal of a statutory director, or you are a supervisory board seeking advice on a fair and lawful dismissal process, feel free to contact Law & More for a no-obligation conversation.
