Diversity in the boardroom, beyond the quota

When we search for a seat on a supervisory board, the profile usually emerges from the board itself. Its members look at who is leaving, at the committees that must remain staffed and at the expertise the board profile says cannot be missing. That is a sensible way to work. The consequence, however, is that the profile often becomes an accurate portrait of the person who is leaving.

Diversity typically comes up last in that conversation, as an addition to a profile that is already fixed. It is a pattern that recurs widely in the market and one I see no less often in my own assignments. The order seems harmless. In reality, much of the selection has already been made by then.

What the quota has changed

Since 1 January 2022, the supervisory board of a Dutch listed company must consist of at least one third women and at least one third men. An appointment that breaches this rule is void. In March this year, the Netherlands Bureau for Economic Policy Analysis (CPB) examined what this has achieved. Three years after its introduction, 92 percent of listed companies meet the requirement. The share of companies with at least one third women on the board rose by 59 percentage points, of which the CPB attributes 37 percentage points directly to the quota.

What the CPB did not find is just as telling. The supervisory directors appointed since then have no less management or board experience than their predecessors. Nor is there any indication that women hold multiple board seats more often than men. The objection that a quota comes at the expense of quality finds no support in these figures.

Nor did the CPB see any change in the share of supervisory directors with an international background. The quota shifted the composition along the dimension it measures and only there. That is not a criticism of the law. It does show that a board steering on one characteristic stays as it was on all the others.

Outside the stock exchange, progress has stalled

The quota applies to around one hundred listed companies. The more than five thousand large public and private limited companies in the Netherlands have been required since 2022 to set appropriate and ambitious targets for the executive board, supervisory board and senior management, with an action plan and to report on them annually. The 2026 scorecard of the Social and Economic Council (SER), with figures up to the end of 2024, shows how this is working out. The share of women on supervisory boards stands at 26.1 percent and has barely moved in three years. On executive boards it is 17.3 percent. Of executive boards, 56 percent are entirely male; of supervisory boards, 30.5 percent.

The most telling figure concerns new appointments. The share of women among new supervisory board appointments fell from 45 percent in 2022 to 35 percent in 2024. Around four in ten companies have a formally adopted action plan. The ambition is on paper, while recruitment runs the way it always has. Composition then follows recruitment, not ambition.

The same applies closer to home. Most companies in the IJmond region, the North Sea Canal area and the Zaan region are not listed. Many are family businesses or mid-sized companies with a board of just a few members. There, every next appointment, and the way it is prepared, determines the composition for years to come.

Composition is what you can count

Composition is what you can count. Decision-making is what counts. The difference between the two explains why a board can look diverse and still decide with one voice.

Behind the composition lie habits: who speaks first, who sets the agenda, which kind of argument carries the most weight, how long a dissenting view may stay on the table before someone looks at the clock. Those habits do not change because the composition changes. They change when the chair changes them.

Since 1 January 2023, the Dutch Corporate Governance Code has called for a diversity and inclusion policy that goes beyond gender. Age, nationality, (cultural) background, expertise and experience are explicitly part of it. Rightly so, because the effect that matters, a board that looks at a decision from more than one perspective, depends on all of these dimensions. A board of men and women with the same education, from the same sector and the same network, still looks through a single lens.

So the question is not whether your board is diverse enough. The question is whether the last truly difficult decision would have turned out differently had the composition been different. If you cannot answer that, you have a diverse board, but not yet the effect for which you put it together.

Where the difference arises

Diversity is discussed a great deal in terms of outcome and very little in terms of process. Yet that is where most of the difference lies. A shortlist is the sum of earlier choices: which requirements are in the profile, who is approached and who sits at the table to assess.

The profile is the first filter. A list of twelve requirements, of which three are decisive in practice, mainly deters the candidates who read it seriously. Anyone who wants more movement in the intake therefore does not start with the shortlist, but with the question of which requirements are truly non-negotiable and which are there because they were there in the previous search too.

The second filter is the pool. At Fornell Human Capital, our longlists structurally consist on average of at least half female candidates. That is not a policy we adopt from a client, but a choice made out of conviction. It forces better searching, not lower standards. For the shortlist we aim for a comparable ratio. In the end, that depends on the criteria every candidate must meet, regardless of gender.

The third filter is the table. The people who assess should not all come from one group either. Those who only recognise themselves end up appointing themselves. A board that is thinking about diversity would therefore do well to look at the composition of its own selection committee as well.

From the other side of the table

For a candidate, this issue looks different. Whoever would join a board as its first woman or as the only one from outside the sector, knows that her arrival means something for that board. The question she asks during the process is what exactly. Is the board looking for her judgement or mainly for her profile?

A candidate at this level would do well to test that before saying yes. Ask about the last decision on which the board was divided and how things went afterwards. Ask, too, how the chair deals with a view that differs from the majority. A board with a concrete answer is looking for your perspective. A board that falls back on its composition is mainly looking for a different name on the list.

A question for the chair

In many organisations, diversity is treated as a topic for HR or for the annual report. It belongs at the board table. The composition of a board is a governance choice, and its effect depends on how the chair leads the meeting. A self-evaluation that only reviews the composition misses the point. A self-evaluation that looks back on two difficult decisions and asks whose arguments carried weight in them gets to the heart of it.

In closing

A quota can change the composition of a board and the CPB figures show that it does. What it cannot do is determine what a board does with that composition. That begins with a profile that does not describe the previous supervisory director and it ends with a chair who gives a dissenting view time, even when the agenda is full.