Succession planning: an often neglected core task of the Supervisory Board

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The months of February and March are always exciting months for managers. These are often the months in which the bonuses are paid out, after which there is a greater chance that employees will cancel. After all, you're crazy to leave before you've cashed that bonus. In itself, this is an annual phenomenon, so it is not something that companies cannot properly prepare for. Many companies therefore do this, so the departure of one employee can actually be a great opportunity to make another employee happy with a new challenge.

The question is whether supervisory boards are just as well prepared for the departure of one or more board members. Succession planning, especially by the chairman of the board, is often a topic where the Supervisory Board feels somewhat uncomfortable. It is certainly no exception that, if there is any discussion with the chairman of the board about her possible succession, this is done with the utmost caution. As a result, such a conversation is far from open and transparent. This hampers the Supervisory Board's task to prepare for the possible resignation of the board chairman.

How should it be done then?

First of all, it should be made it possible to discuss that everyone can walk under a bus, i.e. members of the board of directors and also supervisory directors themselves. But when a board chairman does that, it almost always has the most far-reaching consequences for the company she manages. Especially if a Supervisory Board only starts thinking about who should succeed the board chair at that moment. This creates a vacuum that the Supervisory Board often temporarily fills by asking one of the fellow board members to take on the role of interim board chairman. The Supervisory Board does not always realize that this may create a second problem: the person who performs the role ad interim may want to do so permanently and may leave if she does not finally get the role permanently.

If the Supervisory Board makes it a habit to regularly discuss who the talents in the company are, how they can best be helped in their careers so that they are able to play larger roles in the future, then the topic of succession planning is something positive that energizes everyone. By doing this, the Supervisory Board offers the chairman of the board, often together with the HR director, the opportunity to show on what grounds they select employees and how the employees in question are stimulated and guided in their further development. This also offers the Supervisory Board a nice insight into the company's culture.


If the Supervisory Board makes it a habit to regularly discuss who the talents in the company are, how they can best be helped in their careers so that they are able to play larger roles in the future, then the topic of succession planning is something positive that energizes everyone.

The Supervisory Board can then choose to meet some of these interesting talents, so that the council is better able to assess the strengths and weaknesses of potential candidates for the highest positions. If the Supervisory Board is of the opinion that there is no appropriate successor to the chairman of the board within the company, the board can look for suitable candidates outside the company. At that time, this was not a targeted search, but it was an orientation that means that the Supervisory Board can properly assess what steps to take if the chairman of the board unexpectedly has to resign from her role. Here, it is essential that a Supervisory Board knows fairly precisely what the profile of the future board chairman is. After all, this is decisive for the implementation (and perhaps reorientation) of the strategy. Creating such a profile is certainly not easy; it not only requires a careful assessment of the company's medium-term future, but also a continuous update of that profile so that it always matches the most recent developments.

As an independent interlocutor between Supervisory Directors and Supervisory Boards, De Bestuurskamer can supervise and support the dialogue about succession planning. This complicated core task of the Supervisory Board deserves permanent care and attention. If a Supervisory Board has a clear idea of how it will resolve succession issues, the council can sit back and relax at this point. And that does not seem like an unnecessary luxury considering all the challenges that companies face today.

Hélène Vletter - van Dort

The Boardroom

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