Corporate governance
Following the collapse of Enron in 2001 in the United States, various initiatives emerged worldwide to prevent corporate mismanagement in the future, or at least to place a greater emphasis on good governance. In the United States, legislation was enacted: the Sarbanes-Oxley Act. This law requires companies to have robust audit committees and internal controls, holds directors liable for the accuracy of reports, and provides for harsher penalties for white-collar crime. The Netherlands chose a different path, but, like the United States, acted quickly. As early as 1997, Jaap Peters had made forty recommendations for good governance as part of the so-called Peters Committee. That early focus on good governance is easily explained. The polder model of consultative bodies has traditionally manifested itself in the business world as a so-called stakeholder model and also the two-tier model: the executive board determines the strategy, the supervisory board oversees, and the Works Council and other bodies advise. Peters essentially advised on how this structure (also known as the Rhineland model) could be optimally utilized.
The Rhineland model
The Rhineland model is characteristic of (among others) the Dutch system. In addition to the company and its shareholders, this model also focuses on other stakeholders, such as employees, customers, suppliers, and society. The executive board and the supervisory board are separate, forming what is known as a two-tier board. In countries such as the United States, the Anglo-Saxon model dominates, with a greater focus on profit and shareholders. Here, executives and supervisors sit together on a board of directors, known as a one-tier board.
The Origins of the Dutch Corporate Governance Code
In the wake of the Enron accounting scandal, the Netherlands experienced its own major accounting scandal. The supermarket group Ahold had been manipulating its financial figures. Unlike Enron, Ahold would survive, but one thing was clear: even the stakeholder model was not immune to large-scale malpractice. Consequently, then-Minister of Finance Hans Hoogervorst established a Dutch corporate governance commission in March 2003, led by Morris Tabakblat. The renowned top executive (and later supervisory board member) succeeded in getting the business community’s leadership to agree on self-regulation through a code of conduct for companies and their directors. The so-called Corporate Governance Code, published in December 2003, contains over 100 recommendations for good governance.
The Corporate Governance Code Monitoring Committee
Companies committed to applying the corporate governance code or explaining why they deviated from it on certain points. In 2004, the corporate governance code—known among directors as the Tabaksblat Code—was enshrined in law. The Corporate Governance Code Monitoring Committee was also established. Since then, it has overseen compliance with the code. Under Tabaksblat’s successors, Jean Frijns and Jaap van Manen, the code was revised. Frijns broadened support for the code by, among other things, involving investors in the code. Under Van Manen, who introduced the revised Corporate Governance Code in 2018, the concept of “corporate culture” became a key focus. In 2018, Pauline van der Meer Mohr was appointed chair of the Corporate Governance Code Monitoring Committee. Under her chairmanship, the Committee further developed topics such as long-term value creation, stakeholder dialogue, the role of shareholders, and diversity. In 2025, a new Committee was established, led by Rob van Wingerden. That Committee’s first major achievement was to incorporate the Statement on Risk Management (VOR) into the Code.
Key themes in the Dutch Corporate Governance Code
From day one, there was much debate about recommendations regarding compensation and compensation policy: might transparency have a driving effect on executive pay? Many companies now have a compensation committee that reviews compensation policy, and compensation is being scrutinized more critically at shareholder meetings. Long-term value creation was also a key theme. This must be the primary objective when formulating long-term strategy. Furthermore, directors are expected to articulate a vision regarding the level of their own compensation and how it aligns with long-term value creation. Corporate culture is also considered increasingly important. For example, the board and supervisory board members are expected to promote openness and accountability. In short: good governance without accounting scandals.
Top 100 Supervisory Board Members 2026: Diversity Is in the Details
As the most influential supervisory board member in the Netherlands for the fourth year in a row, Dick Boer himself thinks it is getting boring. While last year we were still wondering if the list was the prelude to real change, for the first time since 2019, the top three consists entirely of men ‘of a certain age’. We find diversity between the lines, because at second glance, the list is fortunately less homogeneous: the podium is not entirely white, and the percentage of women in our top 100 is once again above forty.
Read more
In 2021, Rosalien van ’t Foort-Diepeveen, former assistant professor at Nyenrode Business University, predicted in Management Scope that a women's quota would not be the solution to inequality in the Dutch boardroom. This quota has since been implemented, and van ’t Foort-Diepeveen says what she now sees is that the quota has indeed not brought about the necessary change.
Finding the right CEO – not just for today, but also for tomorrow – is probably the most important and at the same time the most complex task facing the supervisory board, according to Victor Prozesky of The Board Practice. Standard procedures and ad-hoc decision-making are still too common, whereas a successful succession requires a strategic, ongoing process. How does a board approach this effectively?
Gender equality at the top: five lost years
In 2021, Rosalien van ’t Foort-Diepeveen, former assistant professor at Nyenrode Business University, predicted in Management Scope that a women's quota would not be the solution to inequality in the Dutch boardroom. This quota has since been implemented, and van ’t Foort-Diepeveen says what she now sees is that the quota has indeed not brought about the necessary change.
The five pitfalls of CEO succession
Finding the right CEO – not just for today, but also for tomorrow – is probably the most important and at the same time the most complex task facing the supervisory board, according to Victor Prozesky of The Board Practice. Standard procedures and ad-hoc decision-making are still too common, whereas a successful succession requires a strategic, ongoing process. How does a board approach this effectively?
.jpg)
Supervisory board member Joseph Kuling talks about the lessons he learned on the supervisory board – in good times (‘that is when you keep executives on their toes and give them new insights’) and in times of crisis. He cannot avoid the Sanderink case: ‘When we decided to suspend and dismiss Gerard Sanderink, I thought that no owner-manager would ever appoint me as a supervisory board member again.’
For supervisory board member Nienke Meijer, real progress begins with an open mind and genuine interest in others. She advocates for collective wisdom in the boardroom. This can be achieved by listening, slowing down, and making room for other perspectives. ‘Diversity in knowledge, background, and leadership style leads to creative solutions.’
Recently, the well-known ‘supervisory board whisperer’ Maarten den Ottolander bid farewell to Hemingway Professional Governance, the firm he founded, after 23 years. During the symposium in the packed De Thomaskerk in Amsterdam, which marked his farewell, the main focus was the quality of oversight. That quality stands or falls on how good the supervisor’s perception of reality is. In more ways than one, the mirror can play a role in improving that perception.
Joseph Kuling: 'A director and major shareholder actually wants you to be critical'
Supervisory board member Joseph Kuling talks about the lessons he learned on the supervisory board – in good times (‘that is when you keep executives on their toes and give them new insights’) and in times of crisis. He cannot avoid the Sanderink case: ‘When we decided to suspend and dismiss Gerard Sanderink, I thought that no owner-manager would ever appoint me as a supervisory board member again.’
Nienke Meijer on leveraging collective wisdom
For supervisory board member Nienke Meijer, real progress begins with an open mind and genuine interest in others. She advocates for collective wisdom in the boardroom. This can be achieved by listening, slowing down, and making room for other perspectives. ‘Diversity in knowledge, background, and leadership style leads to creative solutions.’
Look in the mirror but then also look beyond it
Recently, the well-known ‘supervisory board whisperer’ Maarten den Ottolander bid farewell to Hemingway Professional Governance, the firm he founded, after 23 years. During the symposium in the packed De Thomaskerk in Amsterdam, which marked his farewell, the main focus was the quality of oversight. That quality stands or falls on how good the supervisor’s perception of reality is. In more ways than one, the mirror can play a role in improving that perception.
Petri Hofsté: ‘They conceive, we approve – that separation is too rigid’
Petri Hofsté learned to supervise in practice in the mid-1990s, without the extensive regulations, information protocols, codes, and supervisory visions that are now inevitable. As a seasoned member of multiple supervisory boards, she has her own unique perspective. ‘Public visibility has limits, just like diversity on a board of directors or supervisory board, and strategy is a shared responsibility of the executive board and the supervisory board.’
Read moreMost read
Kuldip Singh: ‘Ask Yourself How It Can Be Done Ten Times Faster and Better’
Kuldip Singh is No. 1 on the Next50-list of non-executive directors. An open conversation about backbone, the importance of diversity and the power of digital transformations with an upcoming non-executive director who does not want to let go of the executive side.
Essimari Kairisto: ‘Productively Sparring Supervisory Director Makes All The Difference’
Essimari Kairisto is the highest-ranking woman and highest-ranking foreigner on the list of emerging top supervisory directors, the Management Scope Next50 2024. She entered the list out of nowhere. It is therefore a good time for a closer acquaintance with this TenneT and Fugro supervisory director.
Next50 Forum 2026: The supervisory director in 2035
A fundamental reorientation of investor relations
Simone Huis in 't Veld on becoming a professional non-executive
.jpg)
Roelien Ritsema van Eck: ‘Public task, private context’
.jpg)
Maarten Otto: ‘I now have more compassion for non-executives’
Next50: The first millennials are joining the ranks!
These are the corporate governance trends for 2026
.jpg)
.jpg)
.jpg)
.jpg)
.jpg)
Geopolitical tensions, crumbling alliances, and the politicization of international business are forcing management and supervisory board members to reconsider good corporate governance. Nyenrode Business University professor Jeroen Veldman advocates for a Europe First strategy to provide the boardroom with a robust framework.
Karl Guha, chairman of the supervisory board of ING and number two in the Management Scope Top 100 Supervisory Board Members, has over thirty years of experience in international banking. A conversation on risk-taking, (over)regulation, and the Dutch tendency to break ranks with Europe. ‘Shareholders are asking how the ING board can accept a permanent and avoidable loss in value, simply because of choosing the Netherlands as a business location. That is the dilemma we face. Do I have a solution? No. Does it bother me enormously? Absolutely. Am I worried about it? Yes.’
Europe must defend its corporate governance values
Geopolitical tensions, crumbling alliances, and the politicization of international business are forcing management and supervisory board members to reconsider good corporate governance. Nyenrode Business University professor Jeroen Veldman advocates for a Europe First strategy to provide the boardroom with a robust framework.
Karl Guha: ‘Zero risk means zero reward’
Karl Guha, chairman of the supervisory board of ING and number two in the Management Scope Top 100 Supervisory Board Members, has over thirty years of experience in international banking. A conversation on risk-taking, (over)regulation, and the Dutch tendency to break ranks with Europe. ‘Shareholders are asking how the ING board can accept a permanent and avoidable loss in value, simply because of choosing the Netherlands as a business location. That is the dilemma we face. Do I have a solution? No. Does it bother me enormously? Absolutely. Am I worried about it? Yes.’
Jack de Kreij: ‘Optimize, evaluate, and re-adjust’
.jpg)
Henk Rottinghuis: ‘Curiosity is more important than knowledge’
Barbara Bier: ‘We need to correct this omission’
Board agenda 2035: ‘Contributing ideas instead of monitoring’
Elections 2025: ‘A stable economic policy will help us move forward’
