Analysis Top 100 Non-Executive Directors 2023: A new No. 1, many boomers

A clever ruse
By Dutch law, a man's appointment has to be declared null and void until the condition that at least one third of the Supervisory Board members are women (or vice versa) is met. The position must remain empty until the gender balance is restored. With only one woman on the five-member Supervisory Board (TomTom director Corinne Goddijn-Vigreux, whose name did not appear on the list), Just Eat Takeaway did not meet the quota and Boer could therefore not have been appointed. But the company found a solution by itemizing t the appointment of Trustpilot director Mieke de Schepper on the agenda of the stockholders' meeting first. With two women and four men, the quota was thus met for the briefest of periods. It allowed Boer's subsequent appointment, which immediately shifted the gender ratio back again. The company therefore did not act in accordance with the spirit of the law. 

Will the real no. 1 please stand up? 
Should we have declared Boer’s number one position in the Top 100 null and void as well? Should the position at the top of the list remain  empty or be occupied by the next woman? In terms of numbers, there is no reason to do so, since the list comprises 43% women (see below). However, if Boer's appointment at Just Eat Takeaway had been overturned, runner-up Pauline van der Meer Mohr would have taken the position. That would have produced another ‘unorthodox’ corporate standard-bearer, after former CFO Hofsté (now in third position). Following positions at law firm De Brauw Blackstone Westbroek and Shell, Van der Meer Mohr's career developed in the field of Human Resources (initially at TNT, then at ABN AMRO). She later accepted the role of Executive Board Chair at Erasmus University Rotterdam. She had a winding career of broad, multidisciplinary experience, compared to the often linear, one-dimensional path to the top of many male Supervisory Board members.

Lion, wolf or weasel?
Van der Meer Mohr does already fulfill the standard-bearer role, as Chair of the Corporate Governance Code Monitoring Committee, which monitors compliance with the Dutch Corporate Governance Code and will update it later this year. She presents as a moral leader, calling her colleagues of the corporate biotope to task on sustainable long-term value creation and urging Executive – and Non-Executive Board members to evaluate their own behavior despite being 'terrified' of doing so herself. ‘Because what if you do not like the outcome of your self-reflection? What if your reflection shows not a lion, but a wolf or a weasel?’, she said in her address at the FD Henri Sijthoff Award ceremony this fall. Van der Meer Mohr advocates honesty and courage and no doubt practices this in her supervisory positions. She is currently chair of accounting and consultancy firm EY (until the end of 2022) and chip machine manufacturer ASMI, and added two supervisory positions to her portfolio: At insurer NN and at supermarket group Ahold Delhaize. This makes her both the fastest climber on the list – from no. 60 to no. 2 – and the highest-ranking woman.

Beware of the Rutte-principle
Another strong climber and gatecrasher in the top 10 is Herna Verhagen. PostNL’s CEO rose from no. 40 to no. 6 due to a new Supervisory Board position at Philips after previously accepting a supervisory role at ING in 2019. Arguably Verhagen has her hands full at home, as profit warnings on the mail and parcel delivery company come in thick and fast. Moreover, Philips in particular is not the easiest supervisory position due to the sleep apnea affair. Verhagen's two demanding supervisory positions were actually a prelude to a swift transition to a new phase in her career: From CEO to professional Supervisory Board member. If she were to find a third demanding supervisory position and an interesting chairperson position, she could easily be the next no. 1 in the Top 100.  Verhagen, on the contrary, seems to be poised to celebrate her third five year term as CEO of PostNL, as the Supervisory Board indicated to extend her term for another four years as of next spring. The danger is what has become known as the Rutte principle – the last term may prove one too many.

Do your due diligence
The top 10 is female dominated this year for the first time ever, with six women and four men. This is a major breakthrough. The fourth newcomer to the top 10, however, is a man: Gerard van de Aast (no. 8). He became Supervisory Board Chair of telecoms company KPN, where he was already serving as Non-Executive. He is also Chairman at railroad company Nederlandse Spoorwegen (NS) and Vice Chairman of at lighting company Signify. Van de Aast was CEO of technical services provider Imtech from 2013 to 2015. He failed to save the company from bankruptcy following the emergence of a mega-accounting scandal shortly before he took on the role. It stayed with him for a long time – he must have been doing very thorough due diligence ever since. Van de Aast worked with Bram Schot at Signify since last spring. The former Chief Commercial Officer (CCO) of Volkswagen Group and CEO of Audi rose from no. 49 to no. 15 due to his new supervisory position at the former Philips division, making one of the largest jumps on the entire Top 100 list. Schot is also Non-Executive director at Shell (see Bram Schot: Fast Climber in Top 100 Non-Executive Directors). Cars to oil is a small progression – it could be called a tale of forward integration.

Nearly a fifth of the list is new
There are eighteen newcomers to the list this year, compared with twenty the previous year. First on the list is at no. 14: Former CEO of Robeco, Roderick Munsters, who is now Supervisory Board Chair of Athora Netherlands (formerly Vivat and before that Reaal) and Non-Executive of real estate company Unibail-Rodamco-Westfield. Munsters was promoted to the Top 100 from the number one position on the Next50, which is the list of up-and-coming top non-executives published by Management Scope each year. And he is not the only one: A total of eight Supervisory Board members from the top 15 made the move from next to now, including Australia's Sarah Russell (no. 32), the highest-ranking female newcomer. The former director of Aegon was already a Supervisory Board member at pension provider APG and confirmed her stature with a supervisory position at ABN AMRO. Asset manager Russell has come full circle: She previously worked for ABN AMRO for almost 15 years, launching the Sydney branch more than 25 years ago. Johan van Hall (also from the Next50, a newcomer at no. 43) also grew up at ABN AMRO. He worked there for over 36 years and stepped down as COO in 2018. He is now Vice Chair of the Supervisory Board – not at his old employer but surprisingly at one of ABN AMRO’s rivals, Rabobank. Van Hall is also Supervisory Board Chair of IT company Ordina.

Who has the toughest Supervisory Board position? 
And then there are the newcomers who did not need a springboard but managed to land in the Top 100 in one fell swoop. Jaap Winter (no. 66), for example, succeeded Louise Gunning (no longer on the list) as Supervisory Board Chair of Schiphol. If we were to publish a ranking of the toughest Supervisory Board positions, Winter would definitely be a contender for the first position. Fair enough – the same goes for Feike Sijbesma (no. four) as Supervisory Board Chair at Philips, following CEO Frans van Houten’s early departure due to the sleep apnea saga. Dick Benschop also stepped down as CEO of the Netherlands’ national airport because he and his fellow directors were unable to get staff shortages, queues and suitcase chaos under control. The Non-Executives have now found a temporary successor: Former Van Gansewinkel CEO Ruud Sondag has ten months to clear up the mess. He previously served as CEO of energy company Eneco, culminating in its sale to the Japanese company Mitsubishi. The new Supervisory Board Chair and interim Executive director may also be able to discuss the sustainability strategy if he has any time to spare. They both have a social function: Sondag as a social employer and champion of sustainability and Winter as an advocate for Executives’ social duty of care. Two peas in a pod.

A weakened aura of success
Sondag (no. 67 last year) had to give up his supervisory positions at ProRail and the Port of Rotterdam in order to accept his interim job at Schiphol, so he will not feature in the Top 100 this year. He might well make a comeback next year. The same has happened to previous Schiphol bosses. For example, Benschop's predecessor Jos Nijhuis (no. 91, who led the airport from 2009 to 2018) returned to the list after five years thanks to a new supervisory position at grid operator Enexis, where he became Chair. Will we be welcoming backBenschop himself to the Top 100 next year? Or Frans van Houten, for that matter? The ex-CEO of Philips is now a Non-Executive director at Swiss pharmaceutical company Novartis. Were it not for the sleep apnea saga, he would be welcome in any Dutch Boardroom. The question is what the effect is when a director's aura of success has weakened. On the other hand, the seasoned experience of CEO’s who faced a crisis in their own company might actually be highly valuable: As Non-Executives, they could help other CEOs prevent or resolve crises.

Pressure on sustainability policies
In the final quarter of the list, we see two more interesting newcomers: Hein Schumacher (no. 76, CEO of dairy cooperative FrieslandCampina) and Marjan van Loon (no. 78, Chair of the Board of Shell Netherlands). Both Executives are combining their busy jobs and increasing external pressure for more sustainability through new supervisory positions. At FrieslandCampina, Schumacher is dealing with nitrogen issues and angry farmers and is also finding time for his role as Non-Executive at food company Unilever. One of his first tasks will be to help find a successor to CEO Alan Jope, who will leave at the end of 2023. Activist shareholder Nelson Peltz is now also a member of the Unilever board. Together with Sijbesma, Schumacher forms the Rhineland block against the Anglo-Saxon mores. If Peltz graces the Boardrooms of even more Dutch companies, he might also manage to secure a spot in the Top 100. At Shell, Van Loon has to grapple with the court ruling to accelerate the reduction of CO₂ emissions, climate activism and the Groningen natural gas extraction file. She appeared before the parliamentary inquiry committee last fall. Her supervisory position at North Brabant-based industrial family concern VDL will probably be a welcome distraction and give a sense of homecoming for Van Loon, who was born in Helmond, a city in the Dutch province of North Brabant.

Executive and Non-Executive
In total, 17 Non-Executives in the Top 100 combine their supervisory positions with an Executive position, including nine CEOs/Board Chairs, three CFOs, two CPOs and three Executive Board members. This means less than 20% of the list are ‘active’ Executives – the vast majority are professional Non-Executives. In the Netherlands, Executives are permitted to hold only two supervisory positions in addition to their Executive position and are not permitted to Chair a Supervisory Board. As a result, they often do not qualify for a high ranking in the Top 100. However, there are exceptions. Roger Dassen (no. 75), for example, has combined his role as CFO of chip machine manufacturer ASML with a supervisory position at De Nederlandsche Bank – or the Dutch central bank – since taking office in 2018. Dassen is also Professor of Auditing at the Vrije Universiteit Amsterdam.

Governance sins
In total, the list features six professors – the professorship is still a path into Dutch boardrooms. Kitty Koelemeijer, Professor of Marketing at Nyenrode Business Universiteit, holds a handful of supervisory positions. She joined the Supervisory Board of KPN last year, making her the fastest climber on the list (from no. 89 to no. 27). Koelemeijer also supervises construction group Intergamma, secondment services provider Brunel and listed wholesaler B&S Group. Incidentally, she is resigning from the latter supervisory position of her own accord. Founder Willem Blijdorp, major shareholder and Vice Chair of the Supervisory Board – whose son Leendert is also a member – wants to delist the company. As independent Non-Executives of B&S, Supervisory Board Chair Jan Arie van Barneveld (former CEO and former Brunel Supervisory Board member) and Koelemeijer (they previously worked in tandem at Brunel) demanded a fair bid and prudent financing from Blijdorp. In response, the self-made entrepreneur demanded Van Barneveld's head, after which Koelemeijer announced her own resignation. Besides squabbling over the bid, B&S is committing one governance sin after another. The family business seems to not have outgrown its start-up mentality, despite its stock market listing. So even Koelemeijer may need to reassess her due diligence.

Guard the back door
Koelemeijer is one of 43 women on the list – just one more than last year. Of the 18 newcomers, eight are women, which means the majority are still male. We expected to see the opposite in the aftermath of the introduction of the women's quota. In fact, if the Women on Boards Directive is approved by the European Parliament, Supervisory Boards will soon have to include at least 40% women (or 33% in one-tier boards) and the ultimate goal, of course, is a 50-50 male-female ratio on both Executive and Non-Executive Boards. In other words, there is a lot more catching up to do. It is also important to guard the back door as women are also leaving the list again – this year, there were seven. Jacqueline Tammenoms Bakker left navigation company TomTom, who was succeeded by Marili 't Hooft-Bolle, COO of software company InSided (not yet on the list). Martika Jonk, Legal Counsel at law firm CMS, stepped down from her position at gas company Gasunie (succeeded by Anja Mutsaers, Board member of De Brauw Blackstone Westbroek, new in at No. 97). GVB director Claudia Zuiderwijk stepped down as Non-Executive at KPN, after which the telecoms company appointed two women to the board at the same time: Koelemeijer and CEO of Interpolis Chantal Vergouw (new in at no. 88). So the seats vacated by outgoing women after two terms were once again occupied by women. The established generation is handing the baton to the younger additions to the list.

End of an era 
Among the men, too, we have noticed an exodus of well-known Non-Executives approaching the end of their careers. They are holding fewer or no tough supervisory positions and include Jan Nooitgedagt, who resigned from Rabobank for health reasons, but has remained PostNL's Supervisory Board Chair, former ABN AMRO CEO Gerrit Zalm, who stepped down as a Non-Executive at Shell, and Martin van Pernis who is no longer Chair at Aalberts, CM.com and ASMI. Perhaps most indicative of this generational change is the disappearance of former CEO of Shell Jeroen van der Veer from the list, due to the termination of his Non-Executive position at Norwegian company Equinor (formerly Statoil). Van der Veer has been a fixture in the Top 100 over the past decade, serving as Supervisory Board Chair of the likes of ING and Philips. He is still Chair of the Supervisory Board at dredging and maritime services company Boskalis, which was delisted after over 51 years following its takeover by investment company HAL.

Only one member in their 40s
This brings us to the youngest male Supervisory Board member on the list: Jaap van Wiechen (no. 55), executive at HAL as well as Non-Executive (on behalf of the majority shareholder) at Boskalis. Van der Veer is 75 years old and Van Wiechen is 50, which means they have a quarter of a century’s difference in terms of corporate experience. The average age of the men on the list is somewhere in between: 63. This is slightly younger than the previous year – perhaps due to the generational change previously mentioned – while the average age of the women is stabilizing around 59. The makes the gender age gap four years. Incidentally, the youngest female Supervisory Board member is only 46, which is four years younger than the youngest man: Chantal Vergouw (see Chantal Vergouw: Youngest in Top 100 Non-Executive Directors). The average age of the 100 non-executives on the list has  once again fallen slightly to just under 61. This continues last year's departure from the trend. However, the fact remains that supervision of the Netherlands' largest companies is in the hands of boomers – either in age or behavior: The list comprises four people in their 70s (all men), 57 people in their 60s, 38 in their 50s and only one in their 40s. While the workplace now has five generations, Supervisory Boards are dominated by only two. This is due to change for the sake of a truer reflection of stakeholders and better decision-making. Young people who are gluing themselves to artwork to demand a more sustainable world would serve better on supervisory and administrative bodies.

Oldest listed company has Supervisory Board member aged 29
Interestingly, porcelain manufacturer De Porceleyne Fles (founded in 1653 and trading publicly as Royal Delft) – not to mention the oldest listed company in the Netherlands – is the only listed company with four generations on board. This was one of the findings of a study on generational diversity on Supervisory Boards conducted by Mijntje Lückerath, Professor of Corporate Governance at Tilburg University/TIAS School for Business and Society and herself Non-Executive at Pels Rijcken, State Advocate office (Chair). Royal Delft's youngest Supervisory Board member was born in 1993 and is therefore in his late 20s: Dutch-Swiss Jean-Paul Honegger, who works for the Swiss Federal Department for Foreign Affairs. But for this millennial and Generation Y representative, it is in his genes: In 2020, he succeeded his grandfather John Fentener van Vlissingen (now aged 83) as Non-Executive and guardian of Delftware. We want to see this rejuvenation more often, but without the hereditary aspect. Lückerath also counted four companies with a mono Supervisory Board in terms of age: At ASMI, Randstad, BAM and Arcadis, all Non-Executives belong to Generation X (born between 1956 and 1970), also known as the 'lost generation'. So there is plenty of work to be done there. The Code of the Dutch Pension Funds requires Boards to include members under the age of 40. Compliance with this requirement remains a challenge, but could an age standard also boost supervisory rejuvenation among Supervisory Boards of listed companies?

Less white
We are not there yet: Multicultural diversity at senior management levels is also a poor reflection of multicultural diversity in society. The Top 100 is still whiter than white. Of the eight foreign Non-Executives – two more than last year – seven have a European or Anglo-Saxon background and we found one man of color: India's Nitin Paranjpe (no. 98), Chief People and Transformation Officer at Unilever and Non-Executive at beer manufacturer Heineken. He is accompanied on the list by Surinamese-born former politician Laetitia Griffith (no. 20, supervises ABN AMRO, Gassan Diamonds, the Dutch Land Registry and TenneT) and Chief People & Performance Officer at company LeasePlan, Dutch-Antillean Tjahny Bercx (no. 31, Supervisory Board member of Achmea and ProRail). So that makes just three Supervisory Board members with multicultural backgrounds on a list of 100 people: If rejuvenation, feminization and coloration really do go hand in hand, Dutch Boardrooms might develop a little faster from exclusive clubs into inclusive environments – but preferably do not find the attributes in only one person.

This article was published in Management Scope 01 2023.