Are supervisory boards equipped to excel?
Society is watching, and the challenges are mounting: are boards of commissioners equipped not just to survive but to excel? How can you, as a commissioner, avoid falling into the trap of groupthink or passively ticking compliance boxes? These are the lessons every board needs to stay relevant.
The Netherlands has long embraced a dualistic governance structure, where the supervisory board (RvC) independently oversees the management board. This structure is prevalent among large corporations and mid-market companies. Over the years, the role of commissioners has evolved from a focus on oversight and compliance to a more strategic function. The book Boards That Lead by Ram Charan, Dennis Carey, and Michael Useem highlights, from an international perspective, that modern commissioners must actively contribute to strategy and value creation.
Despite the importance of commissioners, measuring the quality of a supervisory board (RvC) remains challenging, according to Eelke Heemskerk from the University of Amsterdam. While structural issues, such as lack of expertise and overly large supervisory boards, have been addressed, qualitative aspects remain difficult to evaluate. What truly makes a good commissioner? Here, we highlight three essential characteristics of the modern commissioner.
In his book The game in the Boardroom, Jan Stolker of Erasmus University emphasizes the importance of information management. ‘One of the most important competencies of a supervisory board is making explicit which information is needed and which is not. Commissioners need to take more control in this area,’ Stolker stated in a recent interview with MT/Sprout.”
2. Independence
Independence is a cornerstone of a well-functioning supervisory board (RvC). Researchers Bood, Van Ees, and Postma warn about groupthink—the tendency to uncritically align with the group—as a significant risk within supervisory boards. This risk is amplified by the practice of new commissioners often being nominated by sitting members, which can lead to personal and professional ties within the board.
Absolute independence is rare in the commissioner market, as the required expertise and networks often imply that commissioners have interests or relationships within the company. For example, in family businesses, family members often serve on the supervisory board, and in private equity boards, members may have invested their own money through the involved PE firm. This makes behavioral independence all the more important
The commissioner must be able to set aside their own interests and critically assess the direction of the company. Independent thinkers who are willing to engage in difficult discussions are essential for an effective supervisory board. In *Eighteen Recommendations for Commissioners*, Jaap ten Wolde and Hans Strikwerda emphasize that commissioners must actively create space for independence: ‘Apart from providing explanations or details unknown to the members, there is no reason for the presence of the executive.’
3. Future Orientation
The role of commissioners is no longer evaluated solely within the confines of the company. In the age of social media and 24-hour news cycles, commissioners increasingly face societal scrutiny. As Ten Wolde and Strikwerda write: ‘Formally, you are there for the benefit of the company, but ultimately, you will be judged by society.’
This shifting dynamic demands a long-term vision. Researcher and executive Wouter Scheepens warns against an excessive focus on ticking off checklists. Commissioners must understand value creation and actively contribute to a long-term strategy that integrates societal themes into business activities in a meaningful way. Long-term issues such as sustainability and innovation must be seamlessly woven into other aspects of the advisory and supervisory roles of the board.
The modern commissioner combines in-depth knowledge with a strategic perspective, independence, and social responsibility. By applying their expertise purposefully and maintaining a critical stance, they avoid groupthink and strengthen governance. With a forward-looking approach, they contribute to value creation and sustainable growth. These qualities make the commissioner an indispensable link in the success and legitimacy of companies in a complex, ever-changing world.
Read More
Jan Stolker, The Game in the Boardroom (2023)
Hans Strikwerda & Jaap ten Wolde, Required Reading for Commissioners and Directors (2017)
Ram Charan, Dennis Carey & Michael Useem, Boards That Lead (2013)
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