One-tier vs two-tier board system
Traditionally, the Dutch governance system is characterised by a two-tier board model in which management and supervision are the accountability of two separate bodies: the management board and the supervisory board. With the introduction of the Governance and Supervision Act on January 1, 2013, it has become possible to structure the management of Dutch companies as a one-tier board.
Twelve years after the introduction of the one-tier board in Dutch law, relatively few companies have adopted this governance model. However, the number of companies that do embrace the one-tier board model is rising: in our sample, 14 companies operate with a unitary system, up from eight two years ago.
This trend is primarily observed among companies with a foreign nationality and/or foreign listings. The two-tier structure, featuring separate management and supervisory boards, remains dominant; however, there are signs that the models may be converging in practice as a result of a growing set of responsibilities and more active involvement expected from supervisory board members.
New directors
36 non-executive (excluding chairs) and 13 executive directors were appointed in the 12 months covered by this review. In addition, seven new chairs were appointed, of which three were appointed from within the board and four externally. Four of them (57%) are marking their first time as chair of a public company.
In 2022, a hard quota for women’s representation on supervisory boards was implemented, so it is not surprising that a significant number of new non-executive directors (NEDs) are women. However, while the proportion of new female NEDs reached 50% in previous years — up from 25% in 2018 — it has now dropped back to 44%.
48% of the new cohort consists of directors without prior (listed) board experience. Unlike in previous editions of this index, we found no gender disparity among new directors starting their first public board positions: this year, 48% of new male directors are taking on their first public board role, compared to 50% of new female directors.
49% of the new class of board members are portfolio directors (i.e. they do not have a full-time executive role); the remaining 51% hold a full-time executive position elsewhere.
New directors — executive experience
Non-national directors
Ten companies have a non-national chair, and 18 of the 50 CEOs in our sample are also non-nationals.
Approximately half of the non-executive directors are from abroad, with the proportion of non-national NEDs remaining stable over the past decade at about 54%. Meanwhile, AMX companies have increasingly sought international talent, with non-national NEDs now representing 51% of positions, up from 31% in 2014.
Among executive directors, the proportion of non-nationals has remained largely unchanged over the past decade. In 2014, 35% of all executives were non-nationals, compared to the current figure of 34%.
Non-national directors — non-executives
Non-national directors — executives
Board size
During the past decade, the average size of supervisory boards has seen minimal change among both one-tier and two-tier boards. For companies with a two-tier board, the average size of the supervisory board is currently seven, up from six 10 years ago. In contrast, unitary boards have an average of eight non-executive directors, down from nine in 2014.
Excluding employee representatives, who are present on one company’s board only (Air France-KLM), there are 351 non-executive directorships among the 50 companies in our analysis. These seats are occupied by 323 individuals, with only 26 people having more than one seat, demonstrating that among our sample the great majority of NEDs sit on a single board.
External board commitments
The table below shows the number of listed company NED positions held (including board positions outside of our sample). It is worth noting that no NED holds more than four positions at a listed company.
| Number of NED positions held |
Number of individual NEDs |
Percentage |
| 1 |
161 |
49% |
| 2 |
87 |
27% |
| 3 |
58 |
18% |
| 4 |
22 |
7% |
17% of the chief executives in our sample serve as non-executives on another company’s board, down from 25% in 2022 and returning to the levels seen in 2020.Two CEOs serve on two external boards. Among chief financial officers, 10% (five individuals) hold external board positions.
Board tenure
Board tenure for non-executive directors has remained unchanged in the past 10 years, with average current tenure standing at four years. This makes sense as, in most cases, NEDs will have spent about eight years on a board before they leave.
Chairs serve an average of four years in their role, with their total board tenure averaging just over five years. One in 10 directors have served for more than 12 years on the board, with four out of the full 328 of them recording more than 20 years of service.
Non-executive director tenure