New appointments to the supervisory boards of listed companies in the Netherlands will be subject to gender quotas, and large public limited companies (“NVs”) and private limited companies (“BVs”) will have to set ambitious gender balance targets for their board of directors and second tier management roles. The Act on Gender Balance on Management and Supervisory Boards (the Act) passed the parliament’s senate on 28 Sep 2021, and is expected to take effect on 1 Jan 2022. However, a sunset clause will cause the law to lapse in eight years, following an evaluation of its impact. The Act replaces gender balance rules based on a comply-or-explain principle that applied from 1 January 2013 to 1 January 2020.
Supervisory boards of listed companies will have to comprise at least one-third male and one-third female members, and any new board appointment that does not achieve gender balance will be null and void (however, the validity of any board decisions are unaffected). Certain exceptions will be allowed for single-member supervisory boards and one-tier boards, for board member reappointments made within an eight-year period of the initial appointment, appointments made in exceptional circumstances, and temporary appointments made by the Enterprise Chamber in the context of inquiry proceedings. The gender quota will apply to an estimated 100 companies. Group undertakings are exempt from the Act if the group holding company fulfills the gender balance duty.