Publications

Shouldn’t the SB take the nonSupervisory Directors’ wishes for individual company visits by SB members seriously?
Why is the external auditor no longer the one expressing opinions on the governance and corporate culture?
Can/should the SB’s secretary not become more of a key figure with regard to organisation for the SB?
Does the basic profile not yet know where digitalisation knowledge is required?
Why does the EB reject the purchase of external services by the SB?
Within the context of the employer’s role, why does the SB not look beyond the incumbent EB?
Are the housing corporations’ divergent views with regard to the selection of SB members to do with risk avoidance or professionality?
Why is assessing the performance of individual SB members a hurdle that is difficult to cross?
Why are ‘clear’ criteria such a problem in the evaluation process?
Does an underperforming SB member really do less damage than an underperforming EB member?
And what if both are found within the same company?

Contents of the first sub-report
The first report focuses on the ‘foundation’ of the supervisory directorship, i.e. ‘the
organisation/ company’. The questions put to the respondents included: where is the
company likely to be in five to ten years’ time (expectations), what are its current and
desired assets /strengths and which hurdles need to be overcome? For these open
questions, the answers were divided into three categories, i.e. the profit sector, the
non-profit sector (both Supervisory Directors) and the (EB’s)/MB’s) and secretaries
collectively, as the non-Supervisory Directors. As in previous years, a sufficient number
of observations were obtained to allow for a breakdown by profile/benchmark for some
of the questions.
The overall assessment of the SB’s key areas/activities and the relevant levels of
ambition are a recurring element in the reports. They provide a general overview of the
supervisory directorship. A more detailed discussion will be provided in the subsequent
sub-report.
Summary and main
conclusions of the first
sub-report
In 2018, the annual benchmark survey among Supervisory
Directors was held for the tenth consecutive time. A total of 249
Supervisory Directors, 28 members of the Executive Board (EB)/
Management Board (MB), 31 secretaries of the Supervisory
Board (SB) and 35 internal auditors participated in the survey.
This means a slight increase in the response rate, on a ‘like for
like’ basis, compared to last year. Part of the data was gathered
during personal interviews (138 - the highest number so far).Commissarissen benchmarkonderzoek 2018-2019 - Deel I 15
The fictitious duo of Supervisory Directors introduced last year (Rob and Eva) makes
reappearance this year to provide a different perspective on the results of the survey.
ROB
Rob is a young Supervisory Director, who has just started his
first supervisory directorship.
EVA
Eva is a Supervisory Director with many years of experience in
both the private and public sector.
Future prospects of the company/organization: challenges and assets (open
question)
In the profit sector’s answers to the question ‘Where should the company be in
five/ten years’ time?’ the most frequently given answers, in relative terms and in
descending order, include: turnover growth (20 per cent)5, improved profitability,
expanded product/service portfolio and the (geographical) area of operation remaining
unchanged. For the non-profit sector the most frequently cited aspects were: turnover
growth (15 per cent), an expanded product/service portfolio (including a greater
emphasis on sustainability) and the (geographical) area of operation remaining
unchanged. Top of the list for the non-Supervisory Directors were the following aspects:
turnover growth (17 per cent) and more collaboration/mergers.
Some differences, if only in emphasis, are seen between the profit sector and the
non-profit sector. The aspect of sustainability, for example, is almost entirely limited to
the housing corporations. Similarly, an increase in the economic results is the exclusive
domain of the profit sector.
The future threats/challenges/dilemmas identified across the board are the ‘human
factor’ (corporate culture, professional knowledge, expertise, quality and quantity
of staff and management) and the ‘product/service portfolio’. The human factor
is mainly identified as a challenge in the profit sector. In the non-profit sector,
the government is widely cited again this year as a threat/challenge. The words
‘government regulation’, ‘behaviour’ and ‘the increased burden’ are frequently cited in
this context. The non-Supervisory Directors also make relatively frequent mention of the
government being a ‘hindrance’. Noteworthy is that ICT/digitalisation and a number of
market-related issues only appear to be a challenge in the profit sector and to some
extent among the non-Supervisory Directors.
For all three categories, the number one current asset/quality is the ‘human’ factor
(ranging from 27 per cent among the non-Supervisory Directors to 47 per cent among
the profit sector), the number two being ‘product/service portfolio’. Also identified
across the board, albeit to a lesser extent, were funding/financial strength, the internal
organisation/company structure, market position and reputation/support.
In terms of the desired assets, the human factor is once again a widely-shared
dominant asset. Product/service portfolio and the internal organisation/company
structure, including the implementation, follow at some distance behind. Noteworthy is
that within the product/service portfolio, specific mention was made of the innovative
capacity.
General overview Supervisory Directorship: overall assessment compared to the
standard/ambition (closed question and the only one using a 10-point scale).
The basic profile awards the highest norm (8.9) to the supervisory role. This role also
ranks first with eight of the other benchmarks. Information provision to the SB and
the employer’s role rank first with three and two of the benchmarks, respectively. The
number of major differences between the individual benchmarks and the scores of the
5 For the open questions, the total number of comments is used as the reference point. Wherever reference is made to the total
number of comments, this applies to comments made by Supervisory Directors. If any of the comments are made by non-Supervisory
Directors, this will be clearly stated.
The fictitious duo of Supervisory
Directors - Rob and Eva - returns
Identified across the board: turnover
growth, expanded product/service
portfolio and an emphasis on the
(geographical) area of operation
remaining unchanged
Challenges identified across the board:
the human factor and the product/
service portfolio
‘Human’ factor and product/service
portfolio, in particular, are considered
to be current/desired assets across the
board
Supervision ranks first once again16 Commissarissen benchmarkonderzoek 2018-2019 - Deel I
basic profile is limited. A striking result is the higher norm for the employer’s role and
the quality of competences with regard to experience, when compared to the previous
two years.
This year, the basic profile does not identify any areas for improvement. This is a
continuation of the trend seen in previous years and it seems to suggest that the years
2014 and 2017 were exceptions.
All benchmarks collectively identify a fairly modest percentage for improvement - 18
per cent of the total number of options. Areas for improvement identified across the
board were permanent education, the fulfilment of the employer’s role (each cited six
times). The collaboration between the SB and EB (cited five times) is also identified as
an area for improvement by several benchmarks.
As in previous years, the MB/EB send out various telling signals. For all fourteen key
areas, they identify room for improvement. The SME’s and family business, similarly,
identify a considerable number of areas for improvement (eight and seven respectively).
By contrast, housing corporations, educational institutions and other non-profit
organisations did not identify any areas for improvement.
Updating the goals & strategy and the profiles of the SB and EB
There is wide support for the desirability of updating the company’s goals & strategy
annually. There is considerably less support for updating the profile of the SB and
EB annually. The SME’s and non-profit company profiles, in particular, are far from
convinced of the desirability.
The basic profile sees no need for change. With regard to the company profiles, the
same does not apply to family businesses, SME’s and the cultural sector. With regard
to the person-specific profile, the non-Supervisory Directors in particular feel that
updating these profiles should be placed on the agenda. Female Supervisory Directors
and Supervisory Directors who are members of audit committees share this opinion.
Technical competences of (members of) the SB
At 4.1, the overall ambition level of the basic profile for technical competences can be
classed as ‘strong’ and is slightly above the multi-year average. The highest standard is
set for risk management knowledge (4.5). twelve out of seventeen competences can be
classed as ‘strong’. Only ICT knowledge, legal knowledge and political-administrative
experience achieve lower scores. The percentage of major differences between the
company profiles and the basic profile is sizable (41 per cent). These major differences
were largely negative – in other words: the other profiles set lower standards on these
aspects than the basic profile. There was also a difference between the profit and nonprofit benchmarks, showing a discrepancy of 39 per cent and 51 per cent, respectively.
Areas for improvement identified by all seventeen profiles related to ICT knowledge
and digitalisation knowledge (both mostly considered urgent), being cited sixteen and
seventeen times respectively. Similarly, experience with change processes (nine times),
technological knowledge (eight times) and marketing and HR knowledge (seven times
each) are areas for improvement identified across the board. SME’s identify the most
(ten), followed by the cultural sector (eight) and the healthcare sector (seven). Housing
corporations identified the least (two). Among the person-specific profiles, the MB
stands out, identifying fourteen areas for improvement.
On average, the current quality is assessed as ‘strong’ by the person-specific profiles.
Among the company profiles, this only applies to the basic profile and the one-tier.
The other company profiles score an overall average that ranges between 3.3 and 3.7,
which is satisfactory.
Digital transformation
Depending on the activity, the scores awarded by the basic profile for the desired
quality of the digital transformation range between 3.6 and 4.2. This means all activities
are considered relevant. In the category ‘strong’ (score ≥ 4.0) they relate to: ‘the
operational process’, ‘staff members’, ‘innovation’, ‘collaboration within the company,
‘the business model’ and ‘clients’. Among the other profiles a high degree of consensus
exists with the basic profile.
For all activities collectively, a very high percentage for improvement is identified, i.e.
86 per cent. The MB is now the exception, with a relatively low percentage (53 per cent).
No areas for improvement identified
by the basic profile and very few in the
other profiles collectively
Exceptions: MB, SME’s and family
businesses
Updating goals & strategy annually
is considered desirable. Updating
profiles of the SB and EB less so or not
considered necessary
Desired quality generally ‘strong’, but,
surprisingly, not for ICT knowledge and
some other areas
Digitalisation and ICT knowledge
identified as areas for improvement by
(almost) all profiles
Activities included in the survey are
considered relevant. Overall percentage
for improvement very high, except
among the MBCommissarissen benchmarkonderzoek 2018-2019 - Deel I 17
Collaboration within the SB
The only area for improvement identified by the basic profile is ‘all members of the
SB sufficiently taking part in lifelong learning/further training programmes’. For all of
the remaining statements, the scores for the current and desired situation are evenly
balanced. The profit sector and the SME’s and family business, in particular, identify
several areas for improvement, with percentages for improvement of 76 per cent
en 65 per cent respectively. Within the non-profit sector, the healthcare sector (41
per cent) and the cultural sector (35 per cent) identify the highest percentages for
improvement.
At the other end of the spectrum are the housing corporations that do not identify any
areas for improvement.
The most widely-shared area for improvement is further training (fifteen out of
seventeen profiles). All person-specific benchmarks agree on this. The MB’s even
identify it as an area that is in urgent need of improvement.
Collaboration between the SB and EB
The basic profile identifies two areas for improvement (= 14 per cent): ‘all members
of the SB understand the products/markets of our company’ and ‘my EB is open to
advice from the SB’. Those are the most widely-shared areas for improvement for all
profiles collectively. The profit sector and family businesses and SME’s in particular are
responsible for the majority of areas for improvement identified, with percentages for
improvement of 50 per cent and 43 per cent, respectively.
Within nearly all non-profit sector profiles, devoting (sufficient) attention to risk
management is identified as an area for improvement. A better understanding of
the products/markets is identified as an area for improvement by all of the profiles,
except the remaining non-profit companies. Within the non-profit sector, the housing
corporations do not identify any areas for improvement.


How critical are SB’s with regard to a company’s growth plans? Do SB’s and/or EB’s dare to have and pursue seemingly unrealistic dreams?
Why do the housing corporations and the Chairman identify so few areas for improvement and the MB’s so many?
Is the supervisory directorship a profession or a craft, and what does this mean for the SB’s working method?
Is not updating the SB’s and EB’s profiles annually simply common practice or is there a reasoning behind it?
Are ICT and digitalisation separate or separable areas and what is the SB’s role in this? Is digital transformation placed on the agenda as one item or
does the company include it for each key area individually?
How does the SB grow/maintain its social awareness?
Is adequate consideration given to whether an SB member has relevant and up-to-date experience?
Is adequate attention devoted to the ethical aspects of digital transformation? What role do the company’s staff and the society play in this? How does the MB and SB deal with this?
Do SB members invest insufficiently in their own ‘shelf life’/currentness or are the standards continuously raised? And what about the quality of further training? Who assesses this and who is able to asses it?
Is the advisory/sparring partner role discussed by the EB and SB sufficiently explicitly and at regular intervals?