Beyond Shareholders: Embracing Stakeholder-Centric Governance

How Dutch boards lead the shift toward broader accountability 

Corporate governance in the Netherlands is undergoing a profound transformation. Boards are no longer measured solely by their ability to maximize shareholder returns. They are increasingly expected to balance the interests of a wider group of stakeholders: employees, customers, suppliers, local communities, regulators, and the environment. 

This change aligns with global debates on the purpose of the corporation but is especially visible in the Dutch context.  

From Shareholder Primacy to Stakeholder Balance

For decades, shareholder value dominated boardroom agendas. Yet societal expectations, climate challenges, and evolving regulation now demand broader accountability. The Dutch Corporate Governance Code (updated 2022) explicitly requires boards to consider long-term value creation and weigh stakeholder interests in decision-making. 

This is not mere rhetoric. In practice, stakeholder-centric governance reshapes: 

• Strategy: integrating sustainability and human capital into growth plans. 
• Risk oversight: considering social and environmental risks alongside financial metrics. 
• Board composition: bringing in expertise on ESG, digital transformation, and societal impact.
• Engagement: maintaining transparent dialogue not only with investors but also with works councils, unions, NGOs, and government bodies. 

Why the Netherlands is at the Forefront

Several factors explain why Dutch boards are leading this change: 

1. The Polycultural Board Model 
   Dutch boards operate under a two-tier system: a Supervisory Board (Raad van Commissarissen) and a Management Board (Raad van Bestuur). This structure naturally embeds oversight and stakeholder dialogue, with works councils and employee representation playing a formal role. 

2. Legal and Regulatory Anchors 
   Dutch law emphasizes maatschappelijk verantwoord ondernemen (socially responsible business). The Corporate Governance Code explicitly references long-term value creation and sustainability. New EU directives on corporate sustainability reporting (CSRD) further accelerate adoption. 

3. Societal Expectations 
   Dutch society strongly values transparency, consensus, and trust. Companies that ignore environmental or social concerns risk reputational damage and regulatory scrutiny. 

4. Corporate Champions 
   Dutch multinationals such as ASML, DSM-Firmenich, Unilever, and Philips have taken global leadership positions in embedding sustainability, responsible supply chains, and community engagement into governance. 

The Expanded Role of the Modern Dutch Board

Boards today must strike a delicate balance: delivering financial performance while safeguarding long-term societal value. This expanded mandate reshapes their responsibilities in five key areas: 

1. Long-Term Value Creation 
   Boards oversee strategies that align profitability with resilience. This means integrating sustainability metrics, workforce development, and innovation roadmaps into financial planning. 

2. Stakeholder Engagement and Dialogue 
   Supervisory Boards in particular are expected to maintain a continuous dialogue with works councils, investors, regulators, and communities. Structured stakeholder engagement has become a governance priority. 

3. Culture and Human Capital Oversight 
   Talent scarcity, diversity, inclusion, and employee well-being are board-level issues. Boards increasingly evaluate management on how they foster culture, purpose, and resilience. 

4. Environmental and Social Stewardship 
   Climate transition, energy use, and supply chain practices are now integrated into board risk agendas. The best boards ensure ESG targets are auditable, measurable, and embedded into executive remuneration. 

5. Transparency and Accountability 
   Boards must communicate not only with investors but also with society at large. Integrated reporting frameworks (such as CSRD) make transparent disclosure a regulatory requirement, not a voluntary exercise. 

Relevant Case Studies

• DSM-Firmenich: Pioneered the link between sustainability and executive pay, aligning incentives with carbon reduction and employee safety metrics. 
• ASML: Embeds workforce development and innovation in its governance framework, responding to global talent shortages with investments in education partnerships. 
• Unilever: Adopted a purpose-driven model with strong board oversight, balancing shareholder demands with long-term sustainability commitments. 
• Philips: Reinforced board accountability for patient safety and regulatory compliance after past challenges, demonstrating how stakeholder concerns reshape governance priorities. 

These examples show how Dutch boards integrate stakeholder considerations into governance, not as a side agenda but as a central board responsibility. 

Challenges Ahead

Despite progress, stakeholder-centric governance is not without tension: 

• Balancing trade-offs: When short-term shareholder returns clash with long-term sustainability investments. 
• Board expertise: Ensuring Supervisory Boards have the right mix of ESG, digital, and societal insight alongside traditional financial acumen. 
• Regulatory complexity: Navigating CSRD, taxonomy rules, and global ESG standards adds pressure to board agendas. 
• Cultural transformation: Moving from compliance-driven approaches to authentic, purpose-driven leadership requires mindset shifts at the top. 

Political and Regulatory Uncertainty

The current Dutch political climate, marked by fragmented coalitions and upcoming elections, adds another layer of complexity for boards. Non-executive directors must deal with increased uncertainty around policy direction, particularly in areas such as energy transition, labor regulation, and corporate taxation. This unpredictability encourages boards to adopt a more cautious, scenario-based approach to oversight and risk management.  

Supervisory boards are spending more time stress-testing strategic plans, strengthening stakeholder dialogue, and ensuring that management teams remain agile in adjusting to shifting policy frameworks. In practice, the political context reinforces the need for boards to maintain a long-term stakeholder focus, even when short-term regulatory volatility threatens to dominate the agenda. 

Implications for the Raad van Commissarissen

For Dutch non-executives, the shift toward stakeholder-centric governance, combined with political and regulatory uncertainty, significantly expands their role: 

1. Beyond Financial Oversight 
   Supervisory Boards must now scrutinize management’s approach to sustainability, culture, and stakeholder impact, not just quarterly earnings. Their fiduciary duty increasingly covers the company’s societal license to operate. 

2. Scenario Testing and Risk Governance 
   With uncertain political outcomes, non-executives play a central role in testing strategies against regulatory changes and ensuring resilience across multiple scenarios. 

3. Stakeholder Engagement 
   While dialogue with works councils has long been a Dutch hallmark, non-executives are now expected to monitor, and sometimes directly join, engagement with regulators, NGOs, communities, and investors. 

4. Board Composition and Expertise 
   RvC profiles are broadening to include ESG, digital, and public-policy expertise. Appointment committees are actively seeking non-executives who can credibly assess long-term societal challenges. 

5. Transparency and Reporting 
   Non-executives are directly accountable for reporting how stakeholder interests are considered in board decisions. With CSRD requirements, this makes their role far more visible and scrutinized. 

In short, the Raad van Commissarissen is transitioning from financial guardian to societal steward. Its credibility depends on its ability to ensure management balances shareholder returns with long-term stakeholder value. 

The Dutch Way Forward

Dutch boards are at the forefront of redefining corporate purpose. By embedding stakeholder perspectives into governance, they enhance resilience, build trust, and create long-term value that extends beyond shareholders alone. 

The next decade will test boards’ ability to deliver on this expanded mandate. Those that succeed will not only satisfy regulators and investors but also strengthen their societal license to operate. 

About the Authors

Jan-Bart Smits is a Managing Partner at Stanton Chase Amsterdam. He began his career in executive search in 1990. At Stanton Chase, he has held several leadership roles, including Chair of the Board, Global Sector Leader for Technology, and Global Sector Leader for Professional Services. He currently serves as Stanton Chase’s Global Subsector Leader for the Semiconductor industry.  

Divya Gautam is a Partner at Stanton Chase Amsterdam with more than 18 years of international experience spanning consumer products, healthcare, FMCG, startups, scale-ups, and Big 4 consulting. She advises clients on leadership, digital strategy, and organizational growth, drawing on her cross-cultural background in Asia-Pacific, India, and Europe. Divya combines strategic insight with authentic leadership, helping organizations align culture with long-term goals.