Gender diversity within the Management Board and the Supervisory Board

11-15-2011

The Management and Supervision (‘Bestuur en toezicht’) legislative proposal adopted by the Dutch Senate this spring will take effect on 1 January 2012, according to the Minister of Security and Justice. One of the legislature’s objectives with this Act is to achieve a greater participation of women and, accordingly, a more balanced proportion of men and women on the Management Board and/or the Supervisory Board of ‘large’ public and private companies. 

According to the new scheme, a balanced allocation of seats on the Management Board and the Supervisory Board exists if at least 30% of these seats are held by women and at least 30% by men.

This new scheme entails that companies must ensure to the greatest extent possible a balanced allocation within the Management Board and the Supervisory Board when, for example, appointing and nominating managing directors; designating, appointing, recommending and nominating supervisory directors and preparing a profile for the size and composition of the Supervisory Board.

What if the composition of the Management Board or the Supervisory Board does not meet this balance requirement? As with the Corporate Governance Code, companies must give account in the annual report stating why these standards were not achieved (comply or explain) and what the company will do to ensure that the bodies’ composition will be in line with the new scheme in the future. No legal sanctions apply to failures to observe the new scheme.
 
For more information please contact Pieter van den Brink or Mirthe Rutgers, Practice area Corporate.