Today, Willem Calkoen will defend his thesis entitled 'The One-Tier Board in the changing and converging world of corporate governance' at the Erasmus University in Rotterdam. Willem compared the practice of One-Tier boards in Great Britain, the United States and the Netherlands with Dutch Two-Tier boards.
Among Willem’s observations were that, with one exception, the Dutch commissioners are not strongly involved in developing the strategy of the company. This appears to be entirely reserved for the board of directors. The commissioners confine themselves to supervision and have the right of veto on certain decisions.
On the other hand, non-executive members of a One-Tier board, who, unlike commissioners, do have a say in decision-making, get better information earlier, have more time for discussion and are involved in strategy development. Because of this, they know more about the company and what his happening at management level. Furthermore, they believe that it is also useful to have a yearly meeting to discuss their mutual relationship. These are clear, practical advantages of a One-Tier model compared with the traditional Dutch Two-Tier board with a Board of Commissioners.
One of Willem’s recommendations is to start introducing the practical benefits of a One-Tier system into a Two-Tier board model. This will enable the system to be gradually improved and possibly even eventually replaced with a One-Tier board, with non-executive members actually taking part in the decision-making process.