Jeanine Helthuis on Board Effectiveness

You sat on both sides of the table. What do you see as the most significant changes in the manner of operating of supervisory boards and executives over the past few decades?
‘For supervisory boards it is undoubtedly the increased involvement in strategy. Previously, the strategy was determined more or less unilaterally by the executive board, and as a supervisory board, you would then assess whether you agreed with it. Now, it is truly a collaborative effort. You are in more frequent and profound discussions about questions like: how will developments in governance, ESG, the interests of all stakeholders, and especially digital developments impact our company and our strategy? If you want to fulfil your responsibilities as a supervisory board, this nowadays inevitably requires intensive involvement with the company—also outside of the regular meetings.
Perhaps the most significant change for executives is the growing focus on communication and the associated expected transparency. This makes how you express things and the awareness of how to manage it, all the more important. In principle, I find transparency positive, but not everything can always be 100 percent transparent. Executives always weigh various aspects before reaching a final position or decision. You do not always want to, and neither should, disclose all these considerations, but that does not mean that there is something to hide. It is about being able to talk freely with each other and probe each other’s viewpoints without immediately having it under the magnifying glass’

Technology has become a hot topic in the boardroom. Do supervisory boards have enough knowledge of and focus on it?
‘Increasingly so. Almost every supervisory board has a board member with IT or technical experience or would like to have one. It is also a permanent item on the agenda; there are considerable investments in training, and board members everywhere consider the financial aspects as well as security and risks of technology. Ideally, all board members would have the same level of expertise in this area as they do in finance, risk management, human resources, and the like. This is not yet the case, but the younger generations, growing up with technology, find it easier to acquire this knowledge. A good mix in a supervisory board, also regarding age diversity, would therefore be optimal.
When appointing new board members, there is often a search for someone with the same qualities as the departing member. That is not practical. I was a board member at ProRail for 12 years. You cannot replace me with someone who knows exactly what I know. You have to go back to how I came in: younger and with less knowledge of ProRail. If the supervisory board has the retirement schedule well organized, that should not be a problem.’

How do you envision the ideal composition of supervisory boards? Should everyone have a little knowledge of everything, or do you need people with in-depth knowledge of specific subjects such as technology, sustainability, or governance?
‘As I mentioned, I find a combination best, in all areas. In practice, you cannot always fulfil your wish list. In the financial world, for example, every board member must be assessed, and there are requirements for the composition of the supervisory board as a whole. That should not be a problem because, in principle, you appoint people with broad experience. The IT or risk specialist has also often already gained experience as executive and was responsible for an entire company. Who you appoint to a large extent also depends on the strategy for the upcoming period. If you plan to make significant leaps in IT, you might temporarily want two board members with expertise in that area in your supervisory board.’

At the Volksbank, you are chair of the Human Resources & Organization committee. Earlier at ProRail, you were a member of the Selection, Nomination, and Remuneration committee, as now at Transdev too. Many companies state that people are their most valuable asset. Are there enough fundamental discussions about people in supervisory board meetings?
‘In the service industry, where I have always worked, this is certainly the case. Strategic human resource management has a fixed place on the agenda of the relevant committee, which, in turn, has a fixed place on the agenda of supervisory board meetings. It is not just about the development of the executive board but also about the employees throughout the rest of the company. For example, what do digital developments mean for your people and in what time frame? How many people and which ones can you help acquire these new skills so they can unlock their potential and stay on board?
Regarding the executive board, I find the succession issue especially important. As a supervisory board, you schedule at least one 'talent show’ per year for all executive board members. Who would be able to succeed within 24 hours, who within two to three years, and who thereafter? That list must be in order, and you must discuss with each other what you can offer these potential successors to ensure they are ready when the time comes. Moreover, you want to prevent presenting the same candidates for all positions. I find one name per box very limiting; if you do not have enough potential internally, you should also look externally. You want that list ready too.’

Speaking of talent management, what changes do you see from your perspective?
‘Major companies usually had a standard management development program or a talent program with a fixed curriculum, sometimes combined with positions you had to go through. That is no longer the case. Now, as a company, you are much more in the service of your talents, creating tailor-made programs for them that fit your company and strategy but also align with what they are looking for. Many talents want to work for companies that contribute positively to society. Many people working at the Volksbank do so because we are purpose driven. Similarly many people want to work at ProRail because they find it essential to contribute to the mobility of the Netherlands.
There is also a need for more space and attention to unorthodox wishes, such as a sabbatical for someone who wants to sail with Sea Shepherd, the opportunity to work from the Canary Islands for four months a year, or the ability to take transgender leave, as we offer in the Volksbank’s employment conditions. You need to be far more personal and person-oriented to bind, captivate, and retain your talents. Moreover, especially in this time, you want to ensure that you develop enough talent because young people are more impatient. There is a chance that someone who likes the company and was given every opportunity, still leaves to work for the World Wildlife Fund. That is a fact of life. Allow these talents to do that and see it as your contribution to their development and to the organizations where they end up. Conversely, you will have the benefit of newcomers who were trained by others. Let us be generous about that.’

The supervisory board is responsible for CEO succession. What do you see as best practice?
‘I find it crucial to spend considerable time at the front end of the process. As a supervisory board, you create the profile, but you do it with input from the entire executive board, the works council, and sometimes shareholders, such as the ministry at ProRail and NLFI at the Volksbank. You must agree on who you really are looking for and need. He or she must not only fit into the team but also align with the strategy and plans for the coming years. I also find it very useful to go through that profile with a search agency so that you are challenged on what you really need because ideally, we all want a sheep with five or six legs. Then involve the executive board, works council, and/or shareholders not only in the profile but also in the long list, short list, and eventually the candidates to be invited. Only then can you quickly shift gears when conducting the interviews, and it creates the least vulnerability for the candidates themselves. It is genuinely undesirable for the process to derail during the procedure.’

These days, CEO appointments are usually linked to terms that may or may not be extended. Yet CEO succession remains a challenging topic in many organizations. How do you approach this?
‘I believe we handle this well at the Volksbank—by the way, for all executive board members and not just the CEO. As the chair of the Human Resources & Organization committee, I conduct three official meetings per year with all executive board members, along with the chair of the supervisory board. So, in total, there are 21 meetings. Of course, there is a performance review in there, but it is also about how they are doing, what challenges they face, what their plans are for the future, what our plans are for their future, where we can help, what they need to develop, etc. These are intensive but very valuable discussions. They also present 21 opportunities to think about whether someone fits the phase the company is entering for the next four years. In general, it is not very customary to step down after one term. If you discuss this in time and openly with each other, you do not have to perceive it as rejection. Conversely, it is equally important to talk to all executive board members about their plans, so someone can indicate in time that one term might be enough or that they want to make a switch after the second term. It is valuable that you can have an open conversation about this. After all, you do not want to surprise each other.’

One of the most discussed topics today is executive compensation. How do you see the developments in the debate between the more aggressive Anglo-Saxon model versus the more nuanced continental model?
‘The companies I am associated with operate in a Dutch context. Thus, it is not relevant. If you have to compete in an international market, you may sometimes need to make an exception for a certain group of people crucial to your company, but that does not necessarily mean a general increase in compensation for positions where you do not have to compete in that international market. Exceptions should be possible, but they are truly exceptions.’

Specifically about the Volksbank: when you took up your position, the bank was emerging from a period of cultural problems. Moreover, the relationship between the executive board and the supervisory board was not optimal. Since then, there have been many personnel changes. What gave you the confidence to say ‘yes’ to this supervisory board position?
‘The Volksbank, as a retail bank, is in the business of serving the general public. Moreover, it is a purpose-driven organization. These two aspects excited me to enter a conversation, and I am incredibly pleased to have been appointed as a supervisory board member. As a renewed supervisory board, we have also reflected on previous situations to learn from them. With that in mind, we think it is especially important to determine together how we want to move forward. We spent a great deal of time and attention on how we, as a supervisory board, want to work and collaborate. This involves questions like: what drives you? Why are you here? What is essential to you? We have discussed this among ourselves, the executive committee discussed it, and we spent the necessary sessions on this together with the executive committee. In this way we decided together on the way we want to work. You then live by that and maintain it.’

Fortis, Van Lanschot Kempen, and the Volksbank... all those organizations faced challenges when you joined. Do you enjoy dealing with difficult issues?
‘I was asked for all those positions, so I do not consciously seek them out. However, I am a doer. I want to help, improve, add value. Apparently, people see that in me, and I get approached for such positions. Someone once told me: when a fire breaks out, some people run outside, and some people run inside with a bucket of water. Apparently, I belong to the latter category. I do not shy away from difficult issues, but in my opinion, every company has its challenges, even if you do not see them from the outside or if they are still emerging. I like being able to help constructively and have an impact.’

This interview was published in Management Scope 09 2023.