Female representation at the corporate top (IVOR nr. 126) 2022/3.3.3:3.3.3 Balanced representation men and women – 2013-2020

Female representation at the corporate top (IVOR nr. 126) 2022/3.3.3

3.3.3 Balanced representation men and women – 2013-2020

Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.

From 2013 to 2020, a gender target figure was in force that was part of the DCC.1 The term ‘quota’ is not the appropriate wording in this context, as the target figure did not provide for sanctions in case of non-compliance. Consequently, the Dutch target figure is considered a soft-quota approach.2

The target figure required of companies that they have a balanced representation of men and women on their company boards. A balanced representation means that at least 30 percent women and at least 30 percent men are represented in both the management board and the supervisory board.3 The companies to which the legislation applied had to take the balanced representation (30 percent) into account to the fullest extent possible4 when appointing and nominating management board and supervisory board members, and also when drafting the supervisory board profile.5 The target figure applied to large public and private limited liability companies, irrespective of whether or not they were listed and applied to approximately 4,500 Dutch companies.6 A company is considered large if two or more of the following criteria apply: (1) the value of the assets according to the balance sheet is more than €20 million, (2) the net-turnover for the financial year exceeds €40 million and (3) the company has, on average, more than 250 employees.7

The law applied on a ‘comply-or-explain basis’, meaning that companies either had to comply with the legislation, i.e. have a balanced distribution of seats occupied by men and women, or explain in their annual report: (1) why the seats were not distributed in a balanced way, (2) what the company had done in order to realize a balanced representation, and (3) how the company aimed to achieve a balanced representation in the future.8 In either case, the company complied with the legislation; i.e. when there was a balanced distribution and in the event there was no balanced distribution, but the company provided an explanation. Only when there was no balanced distribution and the company had not provided an explanation in its annual report was the company not in compliance with the legislation.9

Although there was no formal – hard – sanction for non-compliance,10 shareholders could express dissatisfaction with the underrepresentation of women on boards during the general meeting.11 In the event the target figure was not met and no explanation was provided, the auditor was required to mention this in his audit statement.12 However, the auditor was not obliged to assess whether the explanation, when provided, was either correct or adequate.13 In addition, when no explanation for non-compliance was provided, the annual report was deemed not to have been drawn up in accordance with the law. This meant that stakeholders, such as shareholders and the works council, could summon the company to bring its annual report in line with statutory requirements.14 Finally, in the event the explanation provided was inadequate according to the general meeting, the general meeting could express its dissatisfaction during the general meeting in which the annual report needed to be approved and could, if necessary, refuse to grant approval for the annual report.15

Deze functie is alleen te gebruiken als je bent ingelogd.