Between controlled co-option and direct election

This paper first describes the complex Dutch corporate governance system and the functioning of the Supervisory Board under the rules of the structure regime and co-option model up to the present time. The critiques of the parties and stakeholders involved in this model are investigated next, followed by a description and explanation of the recent developments of the Dutch model and a discussion of the pros and cons of the alternatives with regard to the interests of the various stakeholders. Finally, some key factors for improving the boards’ functioning in the – changing – Dutch corporate governance system are presented. The findings and recommendations are based on case-studies and interviews conducted in large Dutch companies over several years and on extensive analyses of documents and recent evolutions. This research method however, is only suitable for a process of exploration, clarification and development of hypotheses.