44 non-executive (excluding chairs) and 19 executive directors were appointed in the 12 months covered by this review. In addition, 10 new chairs were appointed, of which five were appointed from within the board and five externally. Eight of them (80%), are marking their first time as chair of a public company.
Given the recently implemented hard quota regarding the representation of women on supervisory boards, it is unsurprising that 50% of the new NEDs are women. The figure is comparable to that seen in 2020, and a substantial improvement on the 25% share we saw in 2018. Notably, more than half of the new female directors came from outside the Netherlands.
Directors without prior board experience account for 45% of the new cohort. Interestingly, for 62% of the new male directors, it was their first public board position, while for women this was only 30%. Female first-time directors are, on average, two years younger than their male counterparts.
41% of the new class of board members are portfolio directors (i.e. they do not have a full-time executive role); the remaining 59% hold a full-time executive position elsewhere.
New directors — executive experience
Seven companies operate with an all-Dutch supervisory board. This continues a downward trend, from 12 all-Dutch supervisory boards in 2016 to nine in 2020.
Eleven companies have a foreign chair, and 15 of the 51 CEOs in our sample are foreign. Five companies have a foreigner in both leadership roles and one company in our sample, DSM, has two CEOs.
The proportion of board directors who are foreign has increased from 38% to 50% over the past decade. Among non-executives at AEX corporations, the share rose from 49% to 63% during the same period. AMX companies have also sought talent from abroad, with foreigners now accounting for 41% of non-executive positions, up from 23% in 2012.
The international range of our Board Index surveys allows us to see that Dutch boards are amongst the most international in the world. Indeed, this 2022 Netherlands Spencer Stuart Board Index demonstrates that the trend of internationalisation shows no sign of abating, particularly among the non-executive population. The explanation lies at least in part with the push for increased female representation and, as we observe in our daily practice, because companies have no hesitation in recruiting women NEDs internationally.
The average number of non-executives on boards has barely changed in the past 10 years (on both one-tier and two-tier boards). For two-tier boards, the average size of the supervisory board is now 6.3, compared with 6.4 a decade ago. Unitary boards have an average of 8.6 non-executive directors, down from 9.1 in 2012.
Excluding employee representatives, who sit on only one company’s board (Air France-KLM), there are 335 non-executive directorships among the 50 companies in our analysis. These seats are occupied by 309 individuals.
External board commitments
The table below shows the number of non-executive positions held in the 50 companies of our sample. It is worth noting that no NED holds more than four positions at any of these companies, compared with about 5% of the cohort in 2020.
|Number of NED positions held
||Number of individual NEDs
25% of the chief executives in our sample serve on another company’s board as an NED, rising from 15% in 2018. Three CEOs serve on two external boards. Among chief financial officers, 22% (11) hold external board positions.
The figures discussed in this section (335 non-executive director roles taken up by 309 individuals) go against the general perception that key supervisory positions are distributed among a relatively small group of people. Our sample shows that among the 50 companies surveyed only 24 people have more than one supervisory role.
Board tenure for non-executive directors continues almost unchanged over the past 10 years. Average tenure stands at 4.2 years, compared to 4.0 years in 2012. Chairs have served only 3.1 years in their role on average, far less than the 4.5 years found in 2020. However, this is explained by the appointment of 10 new chairs in the past 12 months. Fewer than one in 10 directors have served more than eight years, reflecting the now established practice of in general limiting board membership to two terms of four years. Eight of the NEDs have served more than 12 years, four of whom can count more than 20 years on the board.