Daan Steenbergen in conversation with Mijntje Lückerath-Rovers

Daan: "What is the moment to install an SB or BoS?"

Mijntje: "Choosing an Advisory Board or Supervisory Board often depends on the phase the company is in, combined with its size and complexity. Formally, the role of the BoA is freer than that of a SB. With proper composition of the SB, individual members will want to have "real" influence. As the organization becomes larger the (shareholder) structure more complex and the business operations more mature, a formal SB is more obvious and often required by law."

Mijntje sees four important tasks for the supervisory board. The role of supervisor, that of advisor and that of employer. As a fourth task, she sees the role as ambassador in which the SB is also a linking pin with the outside world.

Daan: "Does an entrepreneur have less freedom if there is a Supervisory Board or Supervisory Board?"

Mijntje: "A supervisory board offers more freedom. The powers and duties of the supervisory board are in the law and in the articles of association. For example, whether or not it has the power to dismiss the management or to submit takeovers above a certain amount. Furthermore, there is formal but also informal power."

Daan: "What requirements must a Supervisory Board member meet?"

Mijntje: "There is often a generic profile for the entire Supervisory Board and for the various positions within it (financial, digital, HR, etc.). A competency matrix then gives the optimal composition of the respective SB. The composition of a SB is customized and sometimes needs outside help."

Daan: "Is diversity important?"

Mijntje: "Various studies have shown that a diverse Supervisory Board is more effective. Diversity goes beyond gender diversity; by ensuring a truly complementary team will function better and act from different perspectives."

Daan: "What is the role of the supervisory board in a takeover?"

Mijntje: "The Supervisory Board is primarily focused on the interests of the company and this should be the primary consideration in any advice. The personal interest of a supervisory director who is also a shareholder must be secondary to this; not always easy."

Daan: "What is the secret of a well-functioning supervisory board?"

Mijntje: "Communication, mutual respect, operating firmly but also pragmatically. Decisions must involve the interests of all stakeholders. Dilemmas should be named: it should not be a contest in who gets right."

Daan: "Does the role of the supervisory board become more complex with a Private Equity (PE) investor (with its own commissioner)?"

Mijntje: "Here too, I still believe that the interests of the company must come first. In the composition of the supervisory board, it is therefore important to appoint independent supervisory directors in addition to the PE commissioner. The latter sometimes have special powers, such as a right of veto in certain situations. These powers should be laid down in the articles of association."

Mijntje Lückerath-Rovers graduated as a Financial Economist and as a Labor and Organizational Psychologist. She is Professor of Corporate Governance at Tilburg University, TIAS School for Business and society. She is also a commissioner/supervisor at Pels Rijcken, Erasmus MC, NRC Media and Blijdorp Zoo, among others. And she is a crown member of the SER. In 2023, she published the book Moral Dilemmas in the Boardroom.

Source: Brookz

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