4.4.4 Changes in board composition brought about by codes, committees

The Tabaksblat and Frijns Codes have not caused basic changes in the composition of supervisory boards and management boards. This is different from the US and the UK where new regulations and codes did introduce substantial changes in the functioning of boards. The changes in the UK and the US often go to the heart of the matter. In the Netherlands there is a tendency to make practical and less principally based corrections. The US went the way of a strong majority of independent directors and of executive sessions. The UK emerged with the separate non-CEO chairman and a majority of NEDs on the board. The Dutch Codes have caused discussion about more serious work of supervisory board members, formalised the criteria for independence of supervisory directors and emphasized already existing thoughts that supervisory directors should work harder. One could say that the most principally based changes of the Tabaksblat Code were the promotion of committees and the introduction of the proxy for Depository Receipt holders, "certificaathouders", to vote the underlying shares.

Most supervisory boards now have audit, remuneration and nomination committees.1 The Codes have had an impact on the degree of involvement of supervisory directors and on the debate about a more active chairman. The Codes have also given an impetus to the debate about one-tier boards in the Netherlands.2