Watch our webinar! “Tricky sickness issues”

Good governance: More women at the top of corporations

Publication date: 28 July 2016
Until 1 January 2016, the law prescribed that at least 30% of the management and supervisory board seats of large public and private limited companies had to be held by women and least 30% by men. The Cabinet intends to re-introduce this regime. What are the consequences for your enterprise?

women-at-the-top-of-corporations.9eedc2

Balanced division of men and women

From 1 January 2013 to 1 January 2016, the Dutch Civil Code contained a provision to achieve a balanced division of the management and supervisory board seats of certain large public and private limited companies. The seats on the management and supervisory board are considered to be in balance if at least 30% of the seats are held by women and 30% are held by men.

Obligations of corporations

Large companies must take into account a target of 30% for:

  • The (nomination for the) appointment of directors;
  • The (nomination together with the profile for the) appointment of the supervisory board or – in the event of a one-tier board – the non-executive directors

If the company does not comply with the 30% target, it has to explain in its annual report why it has not complied with the division, how it tried to achieve a balanced division and what measures were taken to achieve this division in the future.

Target result

Research (see Bedrijvenmonitor 2012-2015) has shown that – since the introduction of the statutory target – there has been a minor increase in the male/female ratio if compared to the situation in 2012. The proportion of women at the top has risen from 7.4% to 9.6% (on the board of directors) and from 9.8% to 11.2% (on the supervisory board). Though the Cabinet concluded that progress was made, without the target it would take too long, according to the Cabinet, until the proportion of women would have increased to at least 30%.

Legislative proposal

Therefore, the Cabinet submitted a legislative proposal to the House of Representatives on 23 March 2016, to re-introduce this target. The existing legislation shall then be continued as soon as possible. The statutory target shall come to an end on 1 January 2020.

Action

  • Check whether your company meets the criteria of a large corporation, as referred to in this law.
  • Take measures to achieve a balanced division of women and men at the top of your corporation.

More information

Do you have questions about the (composition of) management and supervisory boards, or any other questions regarding corporate law, please contact:
Reinier W.L. Russell, LL.M. (reinier.russell@russell.nl).

    Share on social media

    • Corporate law

    Good governance: The advisory capacity of directors and members of the supervisory board

    28 June 2021

    Directors and members of the supervisory board support shareholders in an advisory capacity. From 1 July 2021 this also applies to directors and supervisory board members of associations, foundations and cooperatives. What are the consequences if the shareholders make decisions disregarding this advisory role?

    read on
    • Works Council
    • Corporate law

    Management and Supervision of Legal Entities Act: What are the changes?

    23 June 2021

    On 10 November 2020, the Dutch Senate adopted the bill on the management and supervision of legal entities. This affects all associations and foundations, but, above all, nonprofit organizations. As an officer of a sports club, are you now more likely to be liable? Do you have to meet additional requirements when you are a member of the supervisory board of a school?

    read on
    • Works Council
    • Employment law and dismissal

    Works council

    4 May 2021

    Is there already a works council in your company? Are you a member of your company’s works council? What are the advantages of having a works council in your company? Jan Dop and Priscilla C.X. de Leede explain the role of the works council and give an overview of the works council’s most important rights.

    read on
    • Expats
    • Administrative law and the environment

    The Netherlands: Gateway to Europe

    3 May 2021

    The Netherlands likes to present itself as “the gateway to Europe.” And not without reason: excellent travel connections (Schiphol Amsterdam Airport and Rotterdam Seaport) and a highly educated population speaking several languages.

    read on
    • Corporate law

    Do you have to amend your articles of association due to the new Management and Supervision of Legal Entities Act?

    15 April 2021

    The Management and Supervision of Legal Entities Act will enter into force on 1 July 2021. How does this affect the articles of association of your foundation, association or cooperative association?

    read on
    • Corporate law

    250-day cooling-off period for listed companies

    30 March 2021

    Management Boards of listed companies get a new tool to protect the company against unwanted shareholder activism or an impending (hostile) takeover. The possibility of invoking a 250-day cooling-off period is introduced. What does this cooling-off period entail exactly?

    read on
    • Expats
    • Employment law and dismissal

    Watch our webinar “COVID-19: Reorganization, Job Loss & Stay”

    30 March 2021

    We have hosted a special webinar “COVID-19: Reorganization, Job Loss & Stay” in cooperation with IN Amsterdam on 23 March. During the webinar, we discussed issues that employers and international employees face due to the impact of the coronavirus. Watch the video today!

    read on
    • Fashion and luxury
    • Contracts

    Distribution & Agency in the Netherlands

    25 February 2021

    The expert lawyers of Russell Advocaten contributed the chapter on the Netherlands to the Lexology Guide Distribution & Agency. Lexology is the most comprehensive source of international legal updates, analysis and insights for law firms and in-house counsel.

    read on