​On 29 September 2021, a bill (re)introducing the Act on stricter gender diversity rules for Dutch listed companies and "large" listed and non-listed NVs and BVs (the "Act") has been adopted by both the lower house and the upper house of the Dutch Parliament.

A NV or BV qualifies as "large" if it meets at least two of these criteria:

  • The value of the assets – as included in the balance sheet with explanatory notes – exceeds EUR 20 million;
  • The net turnover for the financial year exceeds EUR 40 million; and
  • There are, on average, 250 or more employees at the company during the financial year.
  • The Act replaces the per 1 January 2020 expired temporary statutory target in Dutch law.

Once the Act enters into force, Dutch Amsterdam-listed companies will have to comply with a quota of at least one-third for both women and men on supervisory boards. For one-tier boards, this implies that at least one-third of the non-executive directors must be women and at least one-third must be men. New appointments that do not contribute to this gender balance will be invalid (null and void). Exceptions exist on this prescribed diversity quota.

In addition, all "large" listed and non-listed NVs and BVs will have to set ambitious gender balance targets for their (supervisory) boards and senior management. These "large" companies will have to prepare a plan detailing how they are achieving these targets. Within 10 months after the end of each financial year, these "large" companies have to report to the SER (Dutch Social and Economic Council) the actual numbers of men and woman of their (supervisory) boards and senior management. This information must also be included in the management report of the company.

It is expected that the Act will enter into force in on 1 January 2022.

In case you have any questions regarding the Act or your corporate governance? Please contact us: Nikki.borgman@computershare.nl