Mariken Tannemaat: ‘I Believe in Situational Succession Planning’

You are Supervisory Board member at several companies, at CM.com you are also Chairman of the Nomination Committee. How did you see those roles develop?
‘That development varies massively from company to company. When I started at CM.com, there was neither a Nomination nor a Remuneration Committee. We could think about the remuneration policy ourselves and determine which short-term incentive - and which long-term incentive plan suited the organization, and to which employees it would apply. If you start right from the beginning, you can fill everything in the way you want. CM.com, for example, has a combined Nomination, Selection and Remuneration Committee.
At many of my other Supervisory Boards, these committees are separate. With financials you are much more bound by regulations and paying out bonuses is not always an option. Moreover, the people nominated by the Nomination Committee need to be approved by De Nederlandsche Bank (DNB) and the European Central Bank (ECB). At CM.com, decision-making on nomination is much simpler; the largest shareholders are the founders. Regulations around diversity and sustainability are for all companies changing tremendously. As Supervisory Board, we naturally take that into account.’

Opinions differ on the merits of splitting or merging the Remuneration Committee (RemCo) and Nomination Committee (NomCo). Do you have a preference?
‘One advantage of splitting is focus. At a company like ABN AMRO, both remuneration and nominations of directors involve a lot of work. At CM.com, the directors are the founders, so departing directors are less relevant. There, the focus of the NomCo is more on long-term talent management. How do you develop your talents? Do we need to adjust remuneration? Issues such as diversity and inclusiveness are also on the agenda.
A positive about a combined Nomination, Selection and Remuneration Committee is that there is room to discuss subjects that are not on the agenda. It allows the CEO, other directors and the head of HR to discuss their own dilemmas with each other. Of course, all topics from the Committee also come back to the Supervisory Board.’

What does the ideal composition of a NomCo look like to you? Should the Supervisory Chairman be part of it, for example?
‘I never think you have to do anything, but it can be a positive. As the first point of contact of the CEO, the Chairman often has a close relationship with him or her. That gives the Chairman a good idea of the corporate culture and how it is reflected in the board. The CEO should be the promoter of the culture you want to have in your company.’

You have a background in innovation. In what way does that background play a role in your vision for new leadership?
‘The culture of a company should encourage entrepreneurship. Everyone should feel free to do new things every day. That makes it easier to innovate. As a supervisor, I want to know how the board maintains that corporate culture, even when the company is growing and hiring a large number of new people in a short period of time. How do you retain that corporate culture and the free spirits who made the company great?
In companies that are highly regulated, such as financials, it is different. Of course, they innovate there too, but because of the regulations, it has to be done with extra care. Innovation often happens in smaller steps there. Employees must, however, feel free to make the company a little better every day. You want to retain that culture, because that determines whether your company innovates, or not.’

How does innovation get on the agenda of the Supervisory Board?
‘The subject is put on the agenda, but in practice it always comes up when you discuss the future of the company. Where digitalization was a major theme for a long time, I now see a focus on sustainability. You also talk to the board about the rise of Gen-AI (generative artificial intelligence, like Chat GTP, ed.). CM.com managed to offer an AI application within three months, a communication platform for customers to build AI chatbots. As a Supervisory Director, I want to know what role this will play within the company in the long term, and I ensure that I know enough to ask the right questions about this.’

Do you use AI yourself, for example, to ask those right questions?
‘No, but I definitely see opportunities in AI. For example, you can let AI analyze the minutes of previous meetings and use that information to determine whether you asked the right questions. Or discover certain patterns in agenda items this way. What holds me back is data privacy. You do not want to release the data of the company into an AI system with the risk of confidential information being out on the street. But opportunities certainly exist. Suppose a secure environment like Diligent Boards - which holds all our documents - would offer that possibility, I would give it a try.’

What role can AI have in the Supervisory Board?
‘AI can be a tool, but you need Supervisory Board members with knowledge and an independent opinion. I strongly believe in the power of the collective, the power of the team. You are not there as an individual, you are a team that reaches a decision through the exchange of ideas and reflection in the conversations.’

Do you expect Directors and Supervisory Directors to have knowledge of AI and coding?
‘For younger generations, it is already a matter of course. I see that with my own children, they are learning to code and deal with AI at school. For them, coding is a language, just like French or English. As a supervisor, you want directors to gain experience in this too, so they can assess the impact this development has on the company. I can also imagine that in the future, Supervisory Boards will more often be composed of different generations. After all, your customer base does not consist of one generation either.’

You bring a lot of experience in digitalization and innovation to the boardroom. Is it an obstacle that your level of knowledge and experience is higher than that of other directors?
‘No, a topic like innovation is very inclusive by nature. Everyone enjoys thinking about how something can be improved within the organization. Moreover, it is not very competitive. Innovation fits well in a culture of trust. A corporate culture where you are allowed to try things out, where you can be yourself. I see innovation as a helpful bridge to ensure inclusiveness in the company. In an innovative company, people are more open to what is to come.’

Not all people like the change that transformation brings. How do you deal with that?
‘Inclusiveness is naturally also about willingness to change, the willingness to look at developments differently than just from your own perspective. That has to be part of the corporate culture, but it does not happen automatically. Take a tech company like CM.com, where from the start many more men than women have been working. If you want to change that, you must look at your company in a different way as a board - from the perspective of women. I experienced in financial services that such a change is possible and can be enormously beneficial. The sector now has a good male-female ratio, but it was different in the past. I have pictures of myself where I am the only woman, with 100 men. Perhaps the most extraordinary thing is that in those days, we were not surprised by that. It is always good to reflect on your own biases.’

And do you also discuss those biases within the Supervisory Board?
‘Sure, it is good to remember that as a Supervisory Board, for example, you hold many of the well-known ‘seven tick’ biases (after the seven characteristics of the elite described by Joris Luyendijk in his book ‘The seven tick biases, how men like me play the boss’, ed.). The same applies to the Board of Directors. You must make sure you also hear the people who do not have those tick marks. Then it is not just about gender, but also about cultural and sexual diversity. There are still many people who do not dare to come out of the closet for fear it will harm their careers. There is also the gap between management and the shop floor. At ABN Amro, we recently discussed this with the board and the works council. Then you address the biases you yourself hold, and how people think about you. As a supervisory director, I talk to as many different people inside and outside the company as possible. It is important to look at the world with a broad perspective that goes beyond just your own.’

You have also chosen an international Supervisory Board position, at UK insurer Prudential. What insights do you take back to Dutch companies from that role?
‘There is a big difference between the British one-tier and the Dutch two-tier board structure. In a one-tier board, you are more involved in the operational side and the responsibility is greater. That makes for different conversations. Incidentally, in practice, the supervisory role in Dutch financials is very similar to that of a one-tier board. The DNB and ECB place a lot of responsibility on the Supervisory Board members. At each company, you gain knowledge that you can take with you to your other roles. At Prudential, for example, we are transforming a very complex legacy IT system in which a huge amount of customer data is collected. The experience of such a process and, for example, outsourcing IT is very valuable for a company like CM.com, which has its own new IT systems. And for consultancy firm VLC & Partners, which is of a smaller size and uses an external party’s IT system. It is fun to think of the wealth of information commissioners bring together in this way. Do the math: in a Supervisory Board, depending on size and experience, you share knowledge of 20, 30 to 40 companies.’

In a one-tier board, you are closer to the operation, and you have more responsibility as a Supervisory Director. Do you have to take that cap off again with your Dutch supervisory directorships, where you are a bit more remote?
‘No, but that is closely related to how I see my role as a Supervisory Director. In the complex world we live in, all sorts of things come at you and the company. Just attending the five or six meetings of the Supervisory Board is not enough. In my view, you are not fulfilling your role properly when you do so. You must gain information inside and outside the organization on the issues you are responsible for.’

Technology and innovation are increasingly important for companies. Is the role of Chief Transformation Officer or Chief Technology Officer the vestibule to the CEO position?
‘It depends on what the company needs over the next four to eight years. The phase the company is in determines the competences the board needs to have. That is why I also believe in situational succession planning where those competences are taken into consideration. It does seem logical to me that prospective CEOs should be able to code and know the opportunities of AI. Although I am somewhat apprehensive sometimes that the list of competences required of future CEOs is becoming too extensive. It is difficult to capture everything in one person.’

What could be the solution to this? After all, a large Management Board also has drawbacks.
‘An oversized Management Board adds to complexity. The same goes for the Supervisory Board, by the way. Research shows that up to seven to eight members a group still feels like a team, with more members that connection is less. It is wise to take this into account. Perhaps you should choose not to add more directors but have them assisted by more advisers. I think sometimes we want far too much, so nothing materializes. Part of the solution lies in applying focus and prioritizing.’

Interview by Melchior de Ridder en Myrthe Nuninga, consultants at Spencer Stuart. Published in Management Scope 01 2024.