What preceded this?
Oranjewoud is the sole shareholder of Strukton and Antea Group. Strukton Group is a construction and rail company engaged in the design, financing, construction, management and maintenance of infrastructure (witness its decision dated June 1, 2023). Antea Group is engaged in engineering and consultancy services. Mr. Sanderink is the sole director of both Oranjewoud and Strukton. Approximately 99% of the shares in Oranjewoud are held by Sanderink Investments B.V., of which Mr. Sanderink is sole director. Until February 7, 2022, the shares in Oranjewoud were listed on Euronext Amsterdam.
On March 17, 2023, the supervisory boards of Oranjewoud and Strukton suspended Mr. Sanderink as a director of both companies. They believe that a return of Mr. Sanderink is not in the interest of the companies, their employees and other stakeholders.
On April 26, 2023, the supervisory boards of Oranjewoud and Strukton subsequently filed a petition with the OK and requested that an investigation be ordered into the policy and course of affairs of Oranjewoud and Strukton for the period from January 1, 2019 to the date of the petition and that the following immediate provisions be made for the duration of the proceedings: (i) suspend Mr. Sanderink as a director of Oranjewoud and Strukton and (ii) transfer the shares held by Sanderink Investments B.V. minus one share held in Oranjewoud to be transferred to a trustee to be appointed by the OK. No request was also made to transfer the shares in Strukton to an administrator, as these shares are held by Oranjewoud. According to the Supervisory Boards, Mr. Sanderink's actions are an acute threat to the continuity of Strukton's and Oranjewoud's businesses. This is partly because during a meeting on December 2, 2022, Mr. Sanderink expressed his distrust in the Dutch government and announced that he no longer wanted to accept government contracts, while the government is Strukton's largest client.
Strukton's liquidity position is under severe pressure. The banks have terminated the credit and are not willing to provide Strukton with the necessary working capital as long as Mr. Sanderink is involved in its organization. Oranjewoud and Strukton did not have adopted financial statements as of 2019. PwC has terminated the relationship and Mazars (PwC's hard-won successor) will not continue its work if Mr. Sanderink returns to his position as director of Oranjewoud or Strukton. The existing problems in several major projects, such as the construction of the new RIVM headquarters, Groningen's main railway station and the Riyad Project, are not being addressed by Mr. Sanderink and necessary measures to be taken are always being postponed, according to the supervisory boards.
To make matters worse, Mr. Sanderink threatened to use his control within Sanderink Investments B.V. as a major shareholder of Oranjewoud to sideline Oranjewoud's supervisory board and overturn his suspension as a director of Oranjewoud, after which he could also rejoin Strukton as a director.
The assessment by the OR
In light of the circumstances cited above, the OR is of the opinion that well-founded reasons exist for doubts about Oranjewoud and Strukton's proper policy and course of business that justify an investigation. Since 2019, there have been increasing, now continuity-threatening, organizational and financial problems within the Oranjewoud and Strukton company that have not been addressed, or not sufficiently addressed, by the board in the person of Mr. Sanderink, according to the OR.
According to the OR, Mr. Sanderink appears unwilling or unable to adequately address the problems that have arisen and to take the necessary measures to bring about the required strengthening of the financial organization and governance. According to the OK, it is important in this respect that Mr. Sanderink does not seem to make a distinction between his duties and powers as director and as shareholder; it appears from the reports of meetings that he believes that as director he can do what he thinks is right, because after all, the company 'belongs to him'. Quite apart from the fact that Mr. Sanderink also bears a responsibility as an (indirect) shareholder, he thereby ignores the fact that as a director he must act in the interest of the company and its business and that in so doing he must take into account the interests of others, including those of employees. The OK is of the opinion that under these circumstances the interests of Oranjewoud and Strukton and their associated companies require intervention.
The OK orders an investigation into the policy and affairs of Oranjewoud and Strukton from January 1, 2019 to April 26, 2023. The OK is further of the opinion that the situation of Oranjewoud and Strukton makes it necessary to take the following immediate measures: (i) to suspend Mr. Sanderink as a director of Oranjewoud and Strukton and (ii) to transfer the shares in Oranjewoud held by Sanderink Investments B.V., with the exception of one share, to Mr. M. Holtzer in Amsterdam by way of administration.
