NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
The same applies to non-executive directors in the case of a one-tier board. Additional diversity requirements for companies within scope of the CG Code The management board, the supervisory board and the executive committee (if any) should be composed in such a manner as to ensure a degree of diversity appropriate to the company with regard to expertise, experience, compe - tencies, other personal qualities, sex or gender identity, age, nationality and cultural or other background. See 4.2 Roles of Board Members regarding the composition of the committees of the supervi - sory board of a Dutch listed company. Additionally, supervisory boards of Dutch listed companies whose shares or depositary receipts are admitted to trading on a regulated market, as referred to in Section 1:1 of the Financial Super - vision Act in the Netherlands, are subject to a diversity quota of at least one-third male and one-third female directors. If the supervisory board does not meet this diversity quota, any appointment that does not balance the distribu - tion is void, leaving the relevant vacancy open. The same applies to non-executive directors in the case of a one-tier board. Reporting requirements on diversity Large companies within the meaning of the Diversity Act must report on the following in their management report on diversity in the board: • the current male/female ratio; • the target ratios; • the action plan; and • the objectives achieved.
In addition, pursuant to the Diversity Act, large companies must set more appropriate and ambitious target ratios and draw up an action plan. Every year, the progress with the obliga - tions under the Diversity Act must be reported to the Social and Economic Council (SER), within ten months of the end of the financial year. The basic principle is that what must be reported in the management report must also be reported to the SER. To this end, the SER has developed a diversity portal. Because large companies are required to report via this portal, it is possible to monitor how these companies satisfy their obli - gations and how they perform relative to others. Dutch listed companies do not have to report on the supervisory board (or on the non-executive directors on the one-tier board) in the manage - ment report, because they must already comply with the diversity quota. Restrictions on the Number of Positions of Directors Book 2 of the Dutch Civil Code sets a maximum number of supervisory positions that each man - aging director or supervisory director is allowed to hold at Dutch large companies ( grote ven- nootschappen ) and Dutch large foundations. In principle, a managing director may: • hold a maximum of two positions as a super - visory director of a large company in addition to their management board position; and • not be the chairperson of a supervisory board or of a one-tier board of a large company. A supervisory director may hold a total of five supervisory positions in large companies. The position as chairperson of a supervisory board or one-tier board counts twice.
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