The Supervisory Board (in Dutch: Raad van Commissarissen or Raad van Toezicht) is the supervisory body for public and private companies in the Netherlands. The term is also used for similar supervisory bodies in associations or cooperatives.
The task of the Supervisory Board is to supervise the policy of the Board of Directors and the general affairs of the company and its affiliated companies. The SB supports the Board of Directors with advice. To this end, the Board of Directors promptly provides the SB with the necessary information.
The SB members are appointed by the General Meeting on the recommendation of the SB. The General Meeting and the (central) Works Council may recommend persons for appointment as SB members. In principle, one-third of the number of members must be appointed on the recommendation of the Works Council unless the Supervisory Board objects to this recommendation.
In the case of company subject to the structural regime (i.e. a large company with more than 100 employees and an obligatory Works Council), the Supervisory Board has far-reaching powers. For example, in that case, the Supervisory Board has the sole power to appoint, dismiss and suspend directors.
A well-functioning and professional Supervisory Board contributes to the optimal functioning of an organisation.
The Dutch corporate governance code includes a duty of self-evaluation. This means that at least once a year, without the management board being present, the SB discusses its own functioning and that of its individual members and the conclusions that must be drawn on the basis thereof. The report of the SB shall state how the evaluation has been conducted.
Annual evaluation of the functioning of the supervisory board and the management board is also prescribed, with the aim of critically reflecting on the functioning of both supervisory board members and management board member(s).
Periodic evaluation can greatly enhance the quality of the functioning of the supervisory board and the management board.
The manner in which evaluation can take place may differ at the discretion of the company. Evaluation can take place collectively, on an individual basis between the chairman of the SB and the members separately, or by means of an external advisor. Each supervisory director must also be able to express himself in confidence during the evaluation.
Guidance in this self-evaluation (both as a team of supervisory directors and individually) in a manner appropriate to the specific organisation/supervisory directors is facilitated by Monique Spee. In addition to her legal background and years of experience as a mediator, she has affinity and experience with the context, the various stakeholders and the interests that supervisory authorities have to deal with.
The self-evaluation may also reveal the need for coaching or mediation among some members or in the team as a whole. Such a follow-up process is also facilitated by Monique Spee.
Credo: every team is capable of taking charge of its own functioning, provided that it is open to reflection and to gaining (new) insights.