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Until 1 January 2016, the Dutch law prescribed that at least 30% of the management and supervisory board seats of large public and private limited companies (“NVs” and “BVs”) 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 Dutch enterprise?

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 Dutch 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 Dutch corporate law, please contact Russell Advocaten.