You can be hailed as the country's most important supervisor, but every company and every era requires new insights into leadership and oversight. Just ask former Ahold Delhaize CEO Dick Boer, who supervises Shell, Nestlé, SHV, Just Eat Takeaway, and the Royal Concertgebouw, among others. For three consecutive years, he has been at the top of the Management Scope Top 100 Supervisory Board. That is therefore what John Jaakke, partner in De Bestuurskamer, does in a conversation following the publication of his brochure “Our council works great” about governance and supervision...
Dick, for years you were one of the great CEOs in our country and now, according to Management Scope, the top commissioner, nationally and internationally, for three years...
“People are working on that, yes. Personally, I don't have much use for such overviews. It's time for someone else to top such a list, otherwise it'll be really boring.”
It does indicate something: a refined position as a supervisor.
“Of course. But such refinement requires time and attention. my chairman at Ahold René Dahan, 2012 gave me three wise lessons. First: choose a commissariat from which you can also learn something — don't just bring something, go get something. Second: avoid a position at a location that requires a lot of travel time. Third: make sure that any problems do not end up exclusively on your plate. Choose a team of top content experts who complement each other and form a unit.”
How did you enter the supervisory market?
“After my resignation as CEO of Ahold Delhaize, I told the headhunters: I don't need anywhere right away. chairman to become, let me just relax from my executive career and, in particular, the energy surrounding the merger with Delhaize — which was actually an acquisition by Ahold. Let me learn the profession of supervising somewhere. Of course, I was already there chair at G-Star, but those activities were relatively organized.”
“Being a supervisor is really a different subject than managing a company. It does help if you've been a CEO when it comes to choosing the themes you find worthwhile to explore. What do you pick up and what don't you pick up as a supervisor, how do you also keep sufficient distance from the management? As a supervisor, you should not want to be able to do everything. Sometimes you have to dare to say: the board is not responsible for this. We need to get the knowledge out of the gate for these decisions — or leave it to the board.”
Do you have your own view on supervision?
“If there's one word that defines my actions as a supervisory director — but also as CEO at the time — it's 'sharing'. In my Ahold time, information always had to be shared as much as possible within the teams, and even now, I want to have the strategic discussions as widely as possible, in both one-tier and two-tier boards. Supervisory directors deserve to be included in strategic processes and decisions. That sounds logical, but don't forget that most supervisors don't take too many chances on an annual basis.”
You sit on boards of companies operating worldwide. How does supervision work internationally — is that different from ours? What about getting and bringing knowledge and insight there?
“If you board run from a large corporate structure, the volume of information is enormous. This is primarily about making information structures transparent and clear. A big one board simply has a much more process-like character. Especially in a one-tier board such as Shell and Nestlé, as a supervisor, you are partly responsible for the strategy — both for monitoring and implementing that strategy. So it's also about properly arranging risk assessment and compliance so that, as a supervisor, you know where things might get stuck.”
Speaking of unexpected issues. Getting to know each other better personally helps in times of crisis. That seems difficult to me on such large international boards.
“Right. In addition, English and American boards are usually more shareholder driven are, while we would like to include all stakeholders in our country. But the boards I'm on have members from all over the world. Above all, you should dare to let each other speak out with all these different people, visions and roles, give each other the space for their own, different visions. As a Dutchman, I come to Shell with a different input than my American colleagues, so it's a matter of having the right conversation to come to an informed opinion.”
“At Just Eat Takeaway, which was originally a Dutch company, I am one of only three Dutch people out of eight board members.”
That's a two-tier board. How do you experience that?
“Bottom-line, I honestly like a one-tier board better as a supervisor: you're more of a team with the CEO. A clear and clear division of roles will then not prevent you from being close to the decision makers. Although I must say that, as CEO at Ahold, I actually liked two-tier more, although I acted more in accordance with the principles of a one-tier board: when it came to providing information and organizing engagement. By the way, the actual effect of the governance model is not that different. Ultimately, it is a Gesamtkunstwerk, with a lot of coordination and consultation.”
Can you remember a specific moment when the relationships between leadership and supervision were tested?
“In retrospect, Amazon's acquisition of Whole Foods organic supermarkets in the U.S. and Canada was perhaps the biggest test of my leadership. At Ahold, under my leadership in 2010, we had a omnichannel-strategy adopted. As part of that strategy, we also purchased Bol.com in 2012 and rolled out click & collect for our stores in the US. And now, suddenly, there was one tech delivery company who paid only 13 billion euros for a huge supermarket chain. The board became nervous, the price fell just under thirty percent in one day. At such a time, it's about keeping the peace. My story was: Amazon is copying our strategy. This is not a game changer, we are dealing with a imitator. We're entering a new world, and we're just going to play a leading role in that. That story caught on. We were able to reassure shareholders and markets.”
What is the lesson for supervisors from such a crisis?
“Hold each other. A good board leader can only do one thing at significant events: take the rest with you. Engagement from the top is essential: can everyone give the right answer to what is happening?”
Do you ever lie awake about your role as supervisor?
“I never lie awake about problems, but about possible solutions. If chairman or member of the Supervisory Board, is it about questions such as: how do we approach things to get back on track? in control to come? How do we get the organization back in line so that something no longer occurs or can be repaired quickly? Then I come up with the questions for the CEO. By the way, that's a lesson: keep asking questions, stay critical, keep directing and giving direction where it's necessary.”
What role does attention to culture play in supervision?
“An increasingly big one. Corporate governance codes now state that it's not just about ticking the boxes. The corporate culture also deserves attention from the board. That gets hands and feet through engagement with leadership, interviews at various levels, assessments, employee engagement research. But, I'd like to add: sometimes really go in-depth with people from the organization. Have personal conversations. Create a safe environment. Ask the right questions and listen carefully to the answers. Is there pressure on performance, is that pressure right? Maybe it doesn't come from ourselves too? In addition, it is important not to 'print' too much from the Supervisory Board: then the management layer below the top will shut things down.”
“Our council works great”, I called my collection about dilemmas in the boardroom somewhat railing.
“Of course, I recognize that statement: things always go well until things suddenly go bad. A successful one board requires internal openness. Is every contribution from the members worthwhile? Can management really do something with that? Are people listening carefully? That really requires internal coordination. If I have a board chaired, I give everyone the opportunity to speak about their theme. Secondly, I have individual discussions with all members about the contribution to the collective — every year. And thirdly, I'm having external evaluations carried out: external board reviews. These are mandatory in the UK; in the Dutch Corporate Governance Code, it is not a binding condition. In the board where I chairman However, I do that, once every three years, as a robust process in addition to the internal, annual review: such a review is followed by recommendations, a review the following year and then any adjustments.”
“Growing an open team spirit is difficult when you don't see each other much. But expressing respect for each other is essential, as is diversity in the composition of the members. Something like the 'vibe', the 'trust' and the 'culture' within the team should really be a topic of discussion once a year. We sit there as professionals, but we are also people — with our own strengths and weaknesses within the team.”
Finally, how do you see supervision in these turbulent times?
“Well, the international situation is challenging. Trade tariffs in America, the threat of war in Europe, persistently high inflation in various markets, polarization and extremism here and there. As a small country, modesty suits us. With the Netherlands, we must always be careful not to do more than the world tells us to do. Europe has common rules and sometimes we trot on. Such a Green Deal offers tools for sustainable policy, but in any case, we should not want to sit above that again. On the other hand: I would not let the brakes on sustainability and inclusiveness now being applied in the US, for example, be taken too seriously. There is plenty of evidence that CO2 emissions need to be reduced, it's about preparing your company for the inevitable future — based on your own principles and corporate values. The same goes for diversity in the company. It should be a performance of your principles and corporate values. In addition, do not underestimate the effects of reversing sustainability and inclusivity policies in terms of staff recruitment and consumer actions.”
