Board meetings
In 2023, the average number of scheduled meetings was eight, down from 8.5 noted in the previous edition. Overall, boards met 10 times in the 12 months under review, down from 11.5 meetings in reported in our 2022 Board Index. These figures indicate a return to the levels seen before the COVID-19 pandemic, during which most companies increased the frequency of their meetings.
Our 2022 report observed no significant difference in the number of meetings between AEX and AMX boards. We now see a return to previous trends, with AEX boards again convening more frequently than their AMX counterparts — averaging 11 meetings among AEX boards, compared to 10 among the AMX. Although two-tier boards still meet more often (10.4 meetings) than one-tier boards (9.9 meetings), the gap between the two governance structures is imperceptible.
As in the previous edition of our index, the supervisory board of ABN AMRO assembled most frequently in 2023, holding 22 meetings in total.
Committees
The average number of board committees remains at three, usually audit, remuneration, and nomination. The highest number of separate committees observed within a board is five.
In the previous edition, we observed a significant increase in the number of ESG/sustainability committees, indicating that companies are increasingly prioritising these topics. We anticipated that the number of these committees would continue to strengthen and this has proved to be the case. Thirteen companies now maintain a separate ESG or sustainability committee, a notable increase from eight. Additionally, some companies, such as Flow Traders and ASR Nederland, have integrated ESG or sustainability under other committees (such as nomination or risk).
Committee leadership
Among the three most common committees — audit, nomination, and remuneration — women currently hold 37% of all committee leadership roles, rising from 34% in 2022. Notably, women account for 47% of both the remuneration and audit chairs, up from 43%.
However, after an increase in the proportion of female nomination chairs (17% in 2022), this figure has fallen back to 13%. In a way this is unsurprising, given that 87% of board chairs also serve as the chairs of the nomination committee, and board chairs are overwhelmingly male.
Board evaluations
A total of 49 companies reported having conducted a board evaluation in 2023. One company, Randstad, postponed its internal evaluation due to changes within its supervisory board.
As reported in our previous edition, the Covid pandemic prompted the majority of companies to conduct internal evaluations, with only 14% undertaking an externally facilitated board evaluation. This year, 42% of the companies surveyed underwent externally facilitated evaluations, well above the typical pre-pandemic rate of 30%.
The substantial increase in the number of board evaluations may also reflect a desire to conform with Dutch corporate governance, which stipulates that evaluations should periodically be conducted under the guidance of an external expert.