Top 100 Non-Executive Directors: Women's quota? The newcomer is a man

Non-Executive Directors Kept Awake
Unlike last year (and the year before that), the Top 100 is no longer led by a female duo. The runner-up is a man again: Feike Sijbesma, former CEO of fine chemistry company DSM, became Chair of Philips' Supervisory Board (of which he was already a member) and thus rose from no. 5 to no. 2 on the list. He takes over second place from Jacqueline Tammenoms Bakker: Due to the loss of her non-executive roles with commercial real estate company Unibail-Rodamco-Westfield and CNH Industrial (a ‘granddaughter’ of Fiat family Agnelli), she drops back down to no. 70. She currently has supervisory positions with navigation technology company TomTom and dredging company Boskalis. She and Chair of the Supervisory Board Jeroen van der Veer can lick their wounds together at the aforementioned company. As it happens, the former Shell CEO had the biggest drop on the list – he fell from no. 7 to no. 85 – having stepped down as Chairman of Philips. Successor Sijbesma now has to support Philips CEO Frans van Houten in the huge crisis on sleep apnoea devices: A largescale product recall due to the potential risk of breathing in carcinogenic substances, resulting in potential claims amounting to billions and a drop in share values. The Philips Board downplayed the problems for too long. This all causes a lot of work for non-execs, so Sijbesma and his fellow Supervisory Board members are by no means guaranteed a good night's rest for the time being.

Collecting Former Prime Ministers
At no. 5, we find the biggest climber on the list: Former APG CFRO Angelien Kemna. She became a non-executive for internet investor Prosus, a spin-off of South African media group Naspers, listed on the Amsterdam stock exchange since 2019. The board consists of no fewer than 14 members – including four women – so those meetings must be challenging. In addition, Kemna is on the Supervisory Boards of financials AXA and NIBC, and FrieslandCampina. The dairy giant has been in the throes of an administrative crisis for a long time, it is now up to merger veteran Sybren Attema to restore calm as the new Chair. There is another “gatecrasher” amongst the top 10: Lodewijk Hijmans van den Bergh came out of nowhere to take position number 9 and is thus the highest ranking newcomer. The former Board member of Ahold was appointed to the ING Supervisory Board this spring and is the successor of Jan Peter Balkenende, who was not available for a second term. The bank is ‘collecting’ former politicians (former Minister of Economic Affairs Hans Wijers (D66) is currently Chair of the Supervisory Board) and former prime ministers are naturally regarded as the cream of the crop in that illustrious collection. After the political parties CDA and PvdA (Wim Kok, who passed away in 2018, was also a non-executive director of ING), a former prime minister with VVD roots would have been a wonderful addition to the array of political persuasions. However, Mark Rutte holds no positions elsewhere for the time being and has sworn never to become a non-executive director anywhere after his departure.

Female Duo For DSM
We find the second biggest climber on the list – ex aequo – just outside the top 10: ABP Chair of the Board Corien Wortmann- Kool (no. 11) who, as a former MEP for the CDA also has a political background and Carla Mahieu (no. 13), who departed as CHRO of insurer Aegon last summer. They both became non-executive directors for DSM. The ladies were already familiar with each other, because Wortmann-Kool is also a non-exec (Vice Chair) at Aegon and therefore indirectly supervised Mahieu, who was a member of the Management Board. Mahieu, in her early sixties, appears to have embarked on a new phase of her career: Professional non-executive directorship. At DSM, she is the successor of Monitoring Committee Chair Pauline van der Meer Mohr (no. 60), who has just taken on a new non-executive position for chip machine maker ASM International. Mahieu also added a supervisory role with engineering organization Arcadis to her existing non-executive role at VodafoneZiggo. There are changes to Wortmann-Kool's portfolio too (see ‘Challenging Management To Achieve Sustainable Value Creation’). As a prelude to the new pension scheme, ABP is adapting its governance model: Day-to-day management will fall to a full-time three-person Executive Board, which will be overseen by a Non-Executive Board. Wortmann-Kool, as independent Chair, is therefore further removed. The change of role comes at an historical juncture: ABP has decided to stop investing in fossil fuels.

No Patriotic Sentiment
That decision coincides with another bombshell in Dutch corporate history: The relocation of Shell's head office to London. After 113 years, our ‘Royal’ is becoming British, following in Unilever's footsteps. The oil and gas company is making the move to the United Kingdom where there is no dividend tax, no judge interfering with climate policy, and less of a need to engage in battle with politicians and a society critical of remuneration and environmental issues. The decision to relocate was taken jointly by three non-executives on the list: Dick Boer (no. 6), former CEO of supermarket chain Ahold Delhaize (also a Royal), Gerrit Zalm (no. 41), former Minister and former CEO of ABN AMRO, and Bram Schot (no. 49), former Management Board member for Volkswagen and CEO of Audi. Evidently, a sense of patriotism did not prevail for them. That could affect their position in the Top 100: As a company, Shell is worth the most points in terms of determining the position of its NEDs in the ranking. The system is based on the number and weight of the positions held on the Supervisory or Management Boards of Dutch businesses (see the justification for this on www.managementscope.nl). Until now, supervisory positions for overseas businesses have been awarded one point. If Shell becomes British, that could mean the three aforementioned non-execs no longer qualify for the list, or are placed far lower.
Moreover, the same applies to the Unilever non-execs on the list: That other corporate national treasure that became wholly British last year. We are referring to Feike Sijbesma – the only remaining Dutchman on the Board – and Chairman Nils Andersen (no. 15). The Dane – who was until recently a non-executive at competitor BP (formerly British Petroleum) – will observe Shell's flight to Albion and the departure of the dual class share structure with interest: “Been there, done that.” Andersen is also Chairman of the Supervisory Board of AkzoNobel and therefore still has one foot in the Dutch corporate world.

Shopping For Directors At IKEA
We have counted Unilever as a Dutch company until now, but now that Shell is also moving overseas – both were preceded in their move to Great Britain by RELX, formerly Reed Elsevier, almost four years ago – that might be a reason to include supervisory roles with overseas companies in full in future. Because who knows what other companies might also emigrate to escape the Dutch business climate? What is more, the Dutch business sector has of course been quietly running dry for quite some time: Many NEDs now also hold positions across the border, driven to do so by the restrictive maximum of five points for large Dutch legal entities and the remuneration debate. They are fleeing the Dutch “supervisory” climate.
Conversely, the influx of overseas non-executive directors to Dutch companies is stagnating: That number lies at six, the same as last year. The corona crisis with all its travel restrictions may also contribute to that. Two dropped out, (German Leon Degle stepped down from Rabobank and French-British Laurence Mulliez left SBM Offshore), but there are also two new players. For example, Belgian ex-Heineken CEO Jean-François van Boxmeer (no. 65) became a non-exec for the beer producer last year after current CEO Dolf van den Brink took over. Van Boxmeer also succeeded former Philips CEO Gerard Kleisterlee (no. 80) as Chairman of the Vodafone Group. Furthermore, Swedish Peter Agnefjäll became Chairman of the Supervisory Board of Ahold Delhaize. Agnefjäll is the former CEO of IKEA. In 2003, Ahold also brought in a former IKEA CEO, Anders Moberg, to take over from Cees van der Hoeven after the accounting scandal. Why does the supermarket retailer like to shop at IKEA so much? If the manual is just as complicated as that of the Pax cupboard or Klippan sofa…

The Three P’s
What is more, overseas non-execs must hold two positions with Dutch companies to qualify for the Top 100. Otherwise, the number of imported NEDs on the list would be far higher, because they often shop abroad for female non-executive directors too. Yet there are still companies with wholly Dutch Supervisory Boards, because they (conversely) focus explicitly on the home market. Just act normal, because that is crazy enough. Like De Volksbank, for example. For a long time, the state bank was beset by a serious administrative crisis, which saw many heads roll, including those of non-execs. First there was the premature departure of Jan van Rutte (last year’s no. 62), and later Monika Milz and Sonja Barendregt-Roojers (no. 36) chose not to be available for reappointment. Former APG CEO Gerard van Olphen (a new entrant at no. 33) was appointed the new Chair of the Board to restore peace. That is actually also a kind of “hat trick”, because not only was Van Olphen the former Director of SNS Reaal, he also helped the bank-insurer split after nationalisation in his role as CEO 13 years later. As Chair of the Supervisory Board, he is now working on restoring ‘peace, purity and periodicity’ with a top-down approach, he told Het Financieele Dagblad after his appointment: First getting his own house in order, then the various levels of management. Subsequently, two female non-execs were recruited simultaneously: Jeanine Helthuis (no. 31) and Petra van Hoeken (no. 47). Helthuis is the Managing Director of law firm Van Doorne and non-executive director of ProRail. Fortunately, she was just nearing the end of her second term with Van Lanschot Kempen and was therefore able to move on. Van Hoeken is the former CRO of Intertrust and Rabobank and a non-executive director of Nordea and the Nederlandse Waterschapsbank. Both therefore have experience at the intersection of the public and private sectors, which will come in handy at the state bank.

Only Teams & Zoom
Well, strife at the top costs a great deal of energy, both internally and externally, but it is in fact good for reinvigorating the list. There are 20 new non-executive directors this year and the same number therefore dropped out: One fifth. That was 17 last year and 15 the previous year. The revitalization appears to be picking up a little again, although it is concentrated in the second half of the list. We only find six new names in the Top 50. Amongst them Marc de Jong (no. 27), for example, who spent almost two decades with Philips – with an intermezzo at NXP – and concluded his executive career as CEO of LM Wind Power. This spring, he added non-executive positions with Fugro and heating supplier BDR Thermea (Chair) to an already substantial portfolio. De Jong is also still a member of the Supervisory Board of ASMI, three Danish firms owned by private equity, and technology company Sioux. Those seven supervisory roles will certainly make for a high volume of Teams and Zoom calls during this COVID era.

98 White Non-Executive Directors
Another notable newcomer is Tjahny Bercx (no. 30, see ‘Love and pain in the boardroom’). He too comes in high on the list: The CHRO of LeasePlan became a non-executive director of Achmea and was already a non-exec of ProRail. Bercx has an Antillean-Dutch background. Thanks to his listing, the Top 100 has fortunately become marginally less white. The list took on a little color for the first time last year with Surinam-born Laetitia Griffith (no. 34), non-executive director of ABN AMRO and TenneT, amongst others. But with just two out of 100 NEDs, there is still along way to go when it comes to cultural diversity in the boardroom. Three newcomers are on Ahold Delhaize's Supervisory Boards. We already mentioned Agnefjäll, but ex-Unilever man Jan Zijderveld (no. 84) and Bunzl CEO Frank van Zanten (bottom of the list at no. 100) also joined the supermarket chain and will soon oversee Bol.com's flotation on the stock market. Koos Timmermans (no. 88), CFO of ING until 2019, also made a solid entry into the non-executive directors market this year. He added new positions with PostNL and the Rotterdam Port Authority to his supervisory role with FMO development bank.

Newcomers: Only One Third Are Women
But even with the feminization of the boardroom, we are still not there yet. There are only seven women amongst the 20 newcomers on the list, roughly a third. With the women's quota in sight, you would actually expect men to be the minority amongst the new recruits. Meanwhile, women account for 42 percent of the list: Only two more than last year. Because the progress made in terms of those seven new women was largely negated by five women dropping out. As stated, Mulliez no longer has any non-executive positions in the Netherlands. Furthermore, Mijntje Lückerath- Rovers resigned from Achmea, Fieke van der Lecq from Triodos Bank (after one term), Denise Koopmans from VGZ (also after one term) and Marjanne Sint from BNG Bank. Coincidentally all financials.

New Batch Of  Female Professionals
Who replaced them? A new batch of relatively young career non-executive directors. For example, Jabine van der Meijs (no. 58), ex-CFO of Schiphol, became a non-exec of listed biotech company Pharming, amongst others, this year. Nynke Dalstra (no. 68), former CFO of Royal Haskoning and ProRail (ad interim), has held supervisory positions at the Rotterdam Port Authority, water supplier Evides, and bicycle wholesaler Kruitbosch since last year. Mariken Tannemaat (no. 72, see ‘Innovation non-executive director wants to make companies sustainable, inclusive and future proof’), former Chief Innovation Officer of insurer NN Group and briefly of asset manager Robeco, was appointed to ABN AMRO and risk management club VLC & Partners last year. She was already a non-executive director of payment platform CM.com and Wehkamp online department store. Tannemaat worked for ING for almost two decades, just like Gisella van Vollenhoven (no. 75), who then moved on to DNB where she eventually became Division Director. Since her departure in 2019, she has held supervisory roles for a.s.r., Bunq – the fintech of whizzkid Ali Niknam – and Japanese megabank MUFG, amongst others. An interesting combination: The established order of the banking and insurance sector and the disruptor in one portfolio.
Joanne Kellermann (no. 99) also comes from DNB, where she was the first ever woman on the Board of Directors. In seven years, she built up a portfolio of four Chairmanships: At Zorg & Welzijn pension fund, the Nederlandse Waterschapsbank, Utrecht University and NGO Aflatoun. We find the only non-professionals on this list two places higher: Mirjam van Praag (no. 97), President of the Executive Board of VU and non-executive director at DNB, PharmAccess and KNAW (The Royal Netherlands Academy of Arts and Sciences). Indeed, science is still a route that can lead to the pinnacle of the supervisory field.

Next Please?
The new recruits (in terms of both men and women) come almost entirely from the Next50, the list of upcoming top non-executive directors that Management Scope publishes annually: Virtually all of the top 15 graduated to the Top 100. The only ones this does not apply to are ex-Grontmij CEO Michiel Jaski (who departed from AkzoNobel after just one term as non-executive director) and Nebahat Albayrak. This year, the fomer State Secretary swapped her Corporate Affairs role with Shell for one with Finnish listed energy company Fortum. She also departed as non-exec of Unilever Netherlands after five years. It is unfortunate that Albayrak did not graduate to the Top 100, because with her Dutch-Turkish background, that would have made it a little more diverse. She still holds a supervisory role for NS, where she will meet newcomer and NIBC CFO Herman Dijkhuizen (no. 79).

Non-Executive Roles As A Second Job
Dijkhuizen is one of the few NEDs on the list who combines supervision with a main function. Only 17 out of the 100 are ‘active’, including five professors, two dairy farmers, one consultant and one university president. In addition, there are four CEOs, three CFOs, and one CHRO. For example, Claudia Zuiderwijk (no. 50), is CEO of Amsterdam public transport operator GVB, non-executive director of pensions administrator APG and telecom company KPN, Van Oord CFO Jolanda Poots-Bijl (no. 61) has two non-executive directorships in her portfolio (with AkzoNobel and Pon), and ASML CFO Roger Dassen (no. 86) is a non-exec of DNB and a member of the Supervisory Board of UMC Maastricht+. The majority of Supervisory Board members are therefore no longer active as Directors. There are only four active non-executive directors amongst the 20 newcomers. That is partly explained by the points system (executives are allowed to have a maximum of two additional non-executive directorships) and perhaps the COVID crisis is also playing a role: All hands on deck at home. But it appears to be a structural development too: Supervision is becoming more and more of a specialism for which executive careers are increasingly cut short (long) before retirement age, the same applies to the men.

Generation Switch
A second supervisory career also often only started after retirement for the old guard too. That generation now appears to be phasing out gradually. It concerns men like Arthur van der Poel (resigned as Chair of BDR Thermea's Supervisory Board, now only holds a position as Chairman at lighting company Signify), Jan Hommen (no longer Chair of the Supervisory Board of Ahold Delhaize since 2020), Rob Routs (stepped down as Chair of DSM's Supervisory Board), Rien Zwitserloot (left electricity grid operator TenneT and tank storage company Vopak), and Kick van der Pol (quit as Chair of the Supervisory Board of a.s.r.). They hold fewer or no major non-exec directorships anymore and did not return to the list this year. Unlike former Stork CEO Sjoerd Vollebregt: He has been around for many years, but has returned to the list again (at no. 91) at the age of 67. Last year, he was was appointed Chair of the Supervisory Board of Fugro (as the successor of veteran Harrie Noy) and metering company Joulz, he already held that role with Heijmans construction company.

Gender Age Gap Smaller Again
Perhaps it is thanks to this generational shift that the average age of the NEDs has dropped for the first time in three years: From 62 to 61. The men are also a year ‘younger’ on average: From 64 to 63. The age difference compared to the women (stable at an average of 58 years) is only five years: The gender age gap is therefore getting smaller. Hopefully the diversity of the population of non-executive directors will increase in the coming years. After the women's quota, could it perhaps be time for the next step: A minority quota to make the boardrooms younger and multicultural?