Daniëlle Melis: ‘Always time for a good conversation’
Corporate governance has been a common thread running through Daniëlle Melis’ career for fifteen years. In 2010, after a career in the banking world, she began researching the role of institutional investors in corporate governance at Nyenrode Business University. On completion of her PhD in 2014, she remained at Nyenrode for several years, including as chair of the Corporate Governance Institute. She still lectures there on the subject in the board & governance programs. As a supervisory board member, she has been applying her knowledge in practice for years now. For Melis, her recent appointment as a member of the Corporate Governance Code Monitoring Committee is recognition of her knowledge and experience in Dutch corporate governance. ‘It is an honor to work from this committee to further update the standards for good governance that were first described more than twenty years ago in the Tabaksblat Code, and to generate support for these principles in companies.’
In conversation with Joyce Leemrijse of A&O Shearman, she says that Steven Schuit, professor of corporate governance & responsibility, who passed away in March, has been ‘an important teacher’ in her work over the past fifteen years. ‘On the day of my appointment to the Monitoring Committee, I sent him an app to thank him for his wise governance lessons; I later heard that he passed away that evening.’
You were recommended as a member of the committee by Eumedion and the VEB. How do you see the role of shareholders in governance?
‘Shareholders have an important role and responsibility in a well-functioning system of checks and balances. In recent decades, shareholders have increasingly been assigned stewardship responsibilities in addition to shareholder rights, and the previous committee’s revised code explicitly states that shareholders are also expected to recognize that the company’s strategy has sustainable long-term value creation as focus. It also encourages active dialogue between company and shareholders, and shareholders among themselves, on how they will put governance standards into practice.
A positive development, but I also see areas of concern. The shareholder does not exist. The question is how shareholders, particularly institutional investors, interpret their role in the governance of listed companies. There is still much diversity between shareholders on this. In the current geopolitical climate, you also see American shareholders making different considerations than shareholders on the European continent.’
Committee chairman Rob van Wingerden, in an interview with Management Scope, expressed concern that the code is now seen by several directors and supervisory board members as a tick-box exercise. Do you share his view?
‘That is indeed a fear I share. The danger is that you go so far in detailing certain provisions of the code that you create a kind of juridification that nobody wants. By juridifying the code, you run the risk of shifting the emphasis in its use from incentivization to sanctioning. That does something to the use of the code.
As a committee, we strive for a better balance between principle-based and rule-based. The good conversation between management and supervisory board members, and other stakeholders about the code must return. They have to live through the principles with each other and really understand them. Why do we have this code? What should it mean to us and how do we interpret it in the context of our company? And best practices are called that for a reason. They are best practices and not common practices. Frontrunners can inspire and galvanize other companies that are not yet as far along.
Getting the balance back, it is worth noting, is still quite a challenge. It also implies that as a director, supervisory director, or institutional investor you really feel responsibility for those principles and act accordingly or explain why they are not acted on. If there is confidence that good governance standards are complied with at the level of principles and accounted for in a transparent way, you do not really need detailed rules. This ‘good conversation’ is a responsibility of all players in the governance of companies. So, also mine, in my own role as supervisory board member.’
Given the expanding supervisory board role, is there enough time to have that good conversation, or should, for example, the maximum number of supervisory board memberships be further limited?
‘A good supervisory board member always has time for the good conversation. With regard to the maximum number of supervisory directorships, you touch on what is an important point for me. At the time, the restriction to five supervisory board memberships was intended to prevent directors from ‘adding’ several supervisory board memberships to a heavy executive role as CEO or CFO. It has now become clear that being a supervisory director is a profession and not something you just do on top of it. If you say ‘yes,’ you must have sufficient time for it. As a professional supervisory director, I regret having to limit myself to an absolute number of five. The consequence of this limitation is that qualified supervisory directors go abroad or take on advisory roles, while there is still a great need for experienced supervisory directors in the Netherlands. I hope that, with regard to the limitation regulation, a further nuance will be made for professional supervisory directors.’
We live in a time of incredible change. Do commissioners bring enough knowledge to adequately fulfill their advisory role?
‘I am not under the illusion that a supervisory director knows or can learn everything about AI, cybersecurity, geopolitics or any other major topic. That is where modesty comes in. I do not think that this should be the goal either. As a collective, a supervisory board must have sufficient relevant knowledge to be able to properly fulfil its advisory role. Supervisory directors must be able to ask pertinent questions, dare to keep asking questions, challenge and – where necessary – bring other perspectives to the table in order to enrich the dialogue.
For that other perspective, in addition to your own knowledge and experience, you will sometimes have to bring in the outside world. If your strategy is dominated by a strong need for digitization, I would look for specific expertise in that area to be able to ask the board the right questions and then interpret the answers properly. If your company is going through an internal transformation, as a member of the nominating committee I would question the works council about it incisively. If your company is operating in an incredibly complex social stakeholder field, as supervisory director you will have to bring in the voices of citizens, local residents or NGOs. In my view, this can be done more and better than is currently the case.
I think we sometimes find it quite exciting to bring that voice inside. There is also a risk involved, because if you listen to stakeholders or external experts, you must then be prepared to explain why you are or are not doing something with that input, and you must clearly manage expectations. So, you first have to think carefully about how you want to bring the outside view into the governance and into your own deliberations and decision-making as a board of directors and supervisory board. In my opinion, stakeholder management means that you know what the agenda of the various stakeholders is, and for that you have to enter into dialogue with each other. This is much more important nowadays than when the outside world and the stakeholder field in particular did not penetrate the boardroom as much.’
The supervisory board is also an employer of the board. The participation of women on the boards of listed companies has stagnated for years. Is it time to introduce a quota?
‘I have never been an advocate of a quota, not even for the supervisory board. I regret that it is necessary. I am also convinced that the women who have been appointed to supervisory boards since the introduction of the quota simply were the best candidates for that position. I do think that the quota has helped raise awareness about having more women on boards. As a supervisory director and member of nomination committees, I have been able to contribute to several searches for board positions and I would venture to say that women are now well represented on the lists, also for board positions. There is an incredible number of top women. Something else is needed to actually get them appointed to boards. My experience is that we often start with an impressive list of top women in appointment processes. However, as the process progresses, you sometimes see women making different considerations than men. This may, for example, have to do with personal considerations regarding external exposure as a director, with a particular risk you may or may not want to run, or with considerations regarding the team you will be working with, or other roles that women are offered and that they weigh up. In my view, it is crucial that supervisory board members and directors are willing to serve as role models and in appointment processes are able to motivate these top women and have peer-to-peer discussions with the candidate to emphasize that they feel confident about seeing a woman in this position. Especially in that final phase of appointment processes, such a conversation can make all the difference. There really is still work to be done in this area.’
How do you yourself make the consideration whether or not to accept a position as member of a supervisory board?
‘I would like to be able to make a concrete contribution as a supervisory director. To deliver added value. From knowledge, relevant experience, or specific skills, but always from a belief in the strategy and mission of a company. What kind of supervisory director is needed and do I fit this profile? Am I excited about the challenge, the smell of the place, the team, the key people. I get excited by supervisory boards where there is a degree of complexity, for example a complex stakeholder field, or a challenging strategic change agenda. With my financial, risk, and governance profile, I usually fulfill a role in the audit and risk committees, but also as vice-chairman. Crucial to me is also always the composition of the board, my fellow board members and in particular the chairmanship of the supervisory board. As my old mentor Schuit said: the chairman makes or breaks the board. I feel at home in the financial sector, but I suspect I will feel just as comfortable in supervisory board positions at listed companies in other sectors, in the Netherlands or internationally.’
What is your message to corporate women who aspire to a role on the board of directors or supervisory board?
‘Make your ambition come true. Express your dreams and raise your hand. An experienced director once taught me the art of saying no. Choose your supervisory directorships wisely. The supervisory board position should not be an end in itself. Think carefully about why you aspire to a supervisory board role. Are you more of a supervisory board member at some distance from the board, or would you rather be at the wheel yourself? And what company do you want to commit to? Why does the company need you as a supervisory board member? Do you have enough time and energy in addition to other roles?
You are a supervisory board member in good times and bad. In challenging times, the board and the company need you the most. Make sure you have the time and space then too. My first supervisory board position was an opportunity I seized. I learned an awful deal in it. The supervisory board positions thereafter were conscious choices. I look back with immense gratitude on the various roles I have been able to fulfill this far and the contribution I have been able to make to companies.’
What is still on your wish list?
‘I now have a wonderful portfolio and look back on the fascinating roles that I have had the opportunity to fulfill over the past ten years. I feel at home in the financial sector and remain highly motivated to help financial institutions realize their strategy, innovation and the complex challenges that it can bring. I still aspire to a supervisory board position at a Dutch listed company, whether or not outside the financial sector, innovative, in the Netherlands or internationally with a complex stakeholder base. After all, for me too, the same applies, speak your dreams and raise your hand.’
This interview was published in Management Scope 06 2025.
This article was last changed on 24-06-2025